2013-28156 Reso RESOLUTION NO.:' 2013-28156
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO
ENTER INTO NEGOTIATIONS WITH INKTEL GOVERNMENT BPO
SERVICES (INKTEL), PURSUANT TO REQUEST FOR PROPOSALS
(RFP) NO. 022-2013ME FOR CALL CENTER SERVICES; AND SHOULD
THE ADMINISTRATION NOT BE SUCCESSFUL IN NEGOTIATING AN
AGREEMENT WITH INKTEL, AUTHORIZING NEGOTIATIONS WITH, 1-
800 WE ANSWER; AND SHOULD THE ADMINISTRATION NOT BE
SUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH 1-800 WE
ANSWER, AUTHORIZING NEGOTIATIONS WITH IVOX SOLUTIONS,
LLC.; FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AN AGREEMENT UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS BY THE ADMINISTRATION.
WHEREAS, on December 12, 2012, the Mayor and City Commission approved the
issuance of Request for Proposals No. 022-2013ME for Call Center Services (RFP); and
WHEREAS the RFP was issued on December 24, 2012, with an opening date of
February 4`h, 2013; and
WHEREAS a pre-proposal conference to provide information to proposers was held
on January 9, 2013; and
WHEREAS, twelve (12) prospective proposers downloaded the solicitation from
BidNet, and 22 from The Public Group; additionally, the Procurement Division notified 60
additional proposers via e-mail, which resulted in the receipt of four (4) responsive
proposals; and
WHEREAS, on February 20, 2013, the City Manager, via Letter to Commission (LTC)
No. 058-2013, appointed an Evaluation Committee (the "Committee") consisting of the
following individuals:
• Barbara Hawayek, Customer Services Manager;
• Manny Marquez, Revenue Manager, Finance Division;
• Gina Davidson, Resident and Leadership Academy Graduate;
• Itziar Gonzalez, Resident and Leadership Academy Graduate;
• Drazen Cvijanovic, Resident and Leadership Academy Graduate;
The following individuals were appointed as alternates:
• Rocio Alba, Financial Analyst III, Parking;
• Georgie Echert, Finance Assistant Director; and
WHEREAS, the Committee convened on February 28, 2013, to consider proposals
received and interview proposers; and
WHEREAS, the Committee was provided with an overview of the project, information
relative to the City's Cone of Silence Ordinance and the Government Sunshine Law, and,
general information on the scope of services, Performance Evaluation Surveys, and
additional pertinent information from all responsive proposers; and
WHEREAS, the Committee discussed its individual perceptions of the proposers'
qualifications, experience, and competence, and further scored and ranked the proposers
accordingly; and
WHEREAS, a motion was presented by Manny Marquez, seconded by Barbara
Hawayek, and unanimously approved by all Committee members, to recommended entering
into negotiations with the Committee's top-ranked proposer, 1-800 We Answer; and should
the Administration not be successful in negotiating an agreement with the top-ranked
proposer, authorizing negotiations with the second-ranked proposer, Inktel Government
BPO Services (Inktel); and should the Administration not be successful in negotiating an
agreement with the second-ranked proposer, authorizing negotiations with the third-ranked
proposer, IVOX Solutions, LLC (IVOX); and
WHEREAS, after considering the review of the recommendation of City staff, the City
Manager exercised her due diligence and concurred with the Committee's recommendation;
and
WHEREAS, having considered the City Manager's recommendation at its March 13,
2013 meeting, the City Commission exercised its own due diligence and independent
judgment; and
WHEREAS, Commissioner Wolfson stated that, having reviewed the respective
proposals submitted by 1-800 We Answer and Inktel, his recommendation would be to
initiate negotiations first with Inktel, as the City Commission's first selected proposer, based
upon 1) Inktel being a local company; 2) that the firm is well situated; and 3) that Inktel is
currently providing call center services for the City's Building Department, under a separate
contract with the City, and that the feedback received with respect to Inktel's performance on
that contract has been very positive; and
WHEREAS, accordingly, the City Commission recommended that the City
Administration enter into negotiations with Inktel, as the City Commission's top
recommended proposer; and should the Administration not be successful in negotiating an
agreement with Inktel, authorizing the Administration to negotiate with 1-800 We Answer;
and should the Administration not be successful in negotiating with 1-800 We Answer,
authorizing it to negotiate with IVOX.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby
authorizing the Administration to enter into negotiations with Inktel, pursuant to Request for
Proposals (RFP) No. 022-2013ME for Call Center Services; and should the Administration
not be successful in negotiating an agreement with Inktel, authorizing negotiations with 1-
800 We Answer; and should the Administration not be successful in negotiating an
agreement with, 1-800 We Answer, authorizing negotiations with IVOX, further authorizing
the Mayor and City Clerk to execute an agreement upon conclusion of successful
negotiations by the Administration.
PASSED AND ADOPTED THIS /3740—' DAYOF lftCr6k, 2013.
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COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution Of The Mayor And City Commission Of The City Of Miami Beach, Florida, Accepting The
Recommendation Of The City Manager Pertaining To The Ranking Of Proposals, Pursuant To Request For
Proposals (RFP)No. 022-2013me, For Call Center Services;Authorizing The Administration To Enter Into
Negotiations With The Top-Ranked Proposers, 1-800 We Answer;And Should The Administration Not Be
Successful In Negotiating An Agreement With The Top-Ranked Proposer, Authorizing Negotiations With
The Second-Ranked Proposer, Inktel Government BPO Services;And Should The Administration Not Be
Successful In Negotiating An Agreement With The Second-Ranked Proposer,Authorizing Negotiations With
The Third-Ranked Proposer, Ivox Solutions,LLC.;Further Authorizing The Mayor And City Clerk To Execute
An Agreement Upon Conclusion Of Successful Negotiations By The Administration.
Key Intended Outcome Supported:
Increase community satisfaction with City government; Enhance external and internal communications from
and within the City; Maximize Efficient Delivery of Service; Improve process through information technology;
Control costs of payroll including salary and fringes, minimize taxes, and ensure expenditure trends are
sustainable over the long term.
Supporting Data(Surveys,Environmental Scan,etc:The Utility Billing Section is currently averaging
20,000 calls annually with a 10%abandoned rate,while the Parking Department is averaging 30,000 annual
customer service calls with a 20% abandoned rate. Prior to implementing the Building department call
center, the department had an average abandonment rate of 31% vs 3.79% after its implementation. In
2012, the Building call center received 57,635 calls; the calls were answered within an average of 21
seconds. The 2012 Community Satisfaction Report, 65%of respondents agreed or strongly agreed that it
was easy to get to someone who could help them during their most recent contact with the City.
Item Summa /Recommendation:
On December 12, 2012, the Mayor and City Commission approved the issuance of Request for Proposals
(RFP)No.022-2013ME For Call Center Services(RFP).The RFP was issued on December 24,2012,with
an opening date of February 4th, 2013.A pre-proposal conference to provide information to the proposers
submitting a response was held on January 9, 2013.
Twelve (12) prospective proposers downloaded the solicitation from BidNet and 22 prospective prospers
downloaded the solicitation from The Public Group. Additionally, the Procurement Division notified 60
additional proposers via e-mail, which resulted in the receipt of four(4) proposals.
On February 20, 2013, the City Manager via Letter to Commission (LTC) No. 058-2013, appointed an
Evaluation Committee (the "Committee"). The Committee convened on February 28, 2013 to consider
proposals received and interview proposing teams.
Based on the results of the February 28 Committee meeting,the Committee has recommended entering into
negotiations with the top-ranked proposers, 1-800 We Answer; and should the administration not be
successful in negotiating an agreement with the top-ranked proposer, authorizing negotiations with the
second-ranked proposer, Inktel Government BPO Services;and should the administration not be successful
in negotiating an agreement with the second-ranked proposer,authorizing negotiations with the third-ranked
proposer, IVOX Solutions, LLC.
ADOPT THE RESOLUTION
Advisory Board Recommendation:
Financial Information:
Source of Amount Account
Fund 1 $37,500 Parking Enterprise Fund 480-0461-000312
�1� 2 $37,500 Water and Sewer Enterprise Fund 425-0410-000312
OBPI Total $75,000
Financial Impact Summary:
City Clerk's Office Legislative Tracking:
Alex Denis, Extension 6641
Sign-Offs:
partment Director Assistant y M nager City Ma r
A PDW t KGB
TAAGEND 3\March 13\RFP-22-2013 Call Center Services-Summary.doc
^ /� IAMIBEACH AGENDA ITEM C 7L
v` DATE
® MIAM BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov
COMMISSION MEMORANDUM
TO: Mayor Matti Herrera Bower and Members of the City Commission
FROM: Kathie G. Brooks, Interim City Manager
DATE: March 13, 2013
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER PERTAINING TO THE RANKING OF PROPOSALS, PURSUANT TO
REQUEST FOR PROPOSALS (RFP) NO. 022-2013ME, FOR CALL CENTER
SERVICES; AUTHORIZING THE ADMINISTRATION TO ENTER INTO
NEGOTIATIONS WITH THE TOP-RANKED PROPOSERS, 1-800 WE ANSWER;
AND SHOULD THE ADMINISTRATION NOT BE SUCCESSFUL IN NEGOTIATING
AN AGREEMENT WITH THE TOP-RANKED PROPOSER, AUTHORIZING
NEGOTIATIONS WITH THE SECOND-RANKED PROPOSER, INKTEL
GOVERNMENT BPO SERVICES; AND SHOULD THE ADMINISTRATION NOT BE
SUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH THE SECOND-
RANKED PROPOSER, AUTHORIZING NEGOTIATIONS WITH THE THIRD-
RANKED PROPOSER, IVOX SOLUTIONS, LLC.; FURTHER AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT UPON CONCLUSION
OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
KEY INTENDED OUTCOME SUPPORTED
• Increase community satisfaction with City government
• Enhance external and internal communications from and within the City
• Maximize Efficient Delivery of Service
• Improve process through information technology.
• Control costs of payroll including salary and fringes, minimize taxes, and ensure
expenditure trends are sustainable over the long term.
FUNDING
The total budget for the outsourcing project is $75,000, which is sufficient to cover costs for the
remainder of FY 2012/2013, with no funds being utilized from the General Fund. Funding is
available as follows:
$37,500 is available from the Water and Sewer Enterprise Fund 425-0410-000312
$37,500 is available from the Parking Enterprise Fund 480-0461-000312
Funding from the EOC operations Account No. 011-1210-000343 will be allocated as needed
Commission Memorandum — RFP#022-2013 Call Center Services
March 13, 2013
Page 2
BACKGROUND
At their July 29, 2011 budget briefing for fiscal year 2011/12, the Finance and Citywide
Projects Committee was advised of the Administration's proposal to outsource utility billing and
parking customer service calls. At that time, the Utility Billing Section was averaging 20,000
calls annually, while the Parking Department was averaging 30,000 annual customer service
calls. Both departments were experiencing a high number of abandoned calls and from
customers experiencing long waits. Currently, the Utility Billing Section is experiencing 2,000
calls monthly of which approximately 340 or 17% are abandoned. The Parking Department is
currently experiencing 2,500 calls monthly of which 500 or 20% are abandoned.
On September 12, 2012, the Commission approved the issuance of the RFP for Call Center
Services. As the request of Commissioner Wolfson, the RFP was not issued and a discussion
items was placed at the October 12, 2012. On October 12, 2012 the Commission deferred this
item to the Finance and Citywide Committee. On November 9, 2012 the Finance and Citywide
Committee discussed this item and recommended the issuance of the RFP without
recommending any further modifications to the scope of services or minimum requirements.
Presently, these calls are routed to Finance employees in the Customer Service Center who
are working with customers face-to-face and performing assigned accounting and financial
functions. When a call is routed to one of these employees, the employee must stop what he
or she is doing to address the caller's questions. On most occasions, there are follow-up tasks
related to the caller's inquiry to be addressed before the employee can resume the original
task he or she was doing. These constant interruptions affect employee's effectiveness and
productivity.
Based on the call volume reported for utility service and parking questions and information, it
is estimated that the City of Miami Beach would require an equivalent of two full-time
dedicated employees to manage call volume. Two full-time dedicated employees would cost
the City approximately $140,000 in salary and benefits. It is anticipated that the cost of
outsourcing these call services would be considerably less, provide a higher level of customer
service and a reduction of abandoned calls, and would lead to more productive and effective
employees in their respective areas of work. As example of some of the efficiencies gained by
outsourcing call services, it is anticipated that the proposed outsourcing of phone calls will lead
to more productive City employees by eliminating call responsibilities; reduce lines and traffic
at our customer service counter; and, lead to more positive customer experiences.
In seeking firms interested in providing the City with call center services, the City solicited
responses from qualified firms to provide Call Center services to various departments of the
City of Miami Beach through and RFP process. The City also requested proposals for
consideration of outsourcing the combined Business Tax, Certificate of Use, and Annual Fire
Permit calls received by the Finance Department Revenue Division customer service team
and for outsourcing the Emergency Operation Center (EOC).
RFP PROCESS
On December 12, 2012, the Mayor and City Commission approved the issuance of Request
for Proposals (RFP) No. 022-2013ME For Call Center Services (RFP).
RFP No. 022-2013ME was issued on December 24, 2012, with an opening date of February
4'h, 2013. A pre-proposal conference to provide information to the proposers submitting a
Commission Memorandum—RFP#022-2013 Call Center Services
March 13, 2013
Page 3
response was held on January 9, 2013.
Twelve (12) prospective proposers downloaded the solicitation from BidNet and 22
prospective prospers downloaded from The Public Group. Additionally, the Procurement
Division notified 60 additional proposers via e-mail, which resulted in the receipt of the
following four (4) responsive proposals:
1. 1-800 We Answer
2. Answernet
3. Inktel Government BPO Services
4. Ivox Solutions LLC
On February 20, 2013, the City Manager via Letter to Commission (LTC) No. 058-2013,
appointed an Evaluation Committee (the "Committee") consisting of the following individuals:
• Barbara Hawayek, Customer Services Manager;
• Manny Marquez, Revenue Manager, Finance Division;
• Gina Davidson, Resident and Leadership Academy Graduate;
• Itziar Gonzalez, Resident and Leadership Academy Graduate;
• Drazen Cvijanovic, Resident and Leadership Academy Graduate; and
The following individuals were appointed as alternates:
• Rocio Alba, Financial Analyst III, Parking;
• Georgie Echert, Finance Assistant Director
The Committee convened on February 28, 2013 to consider proposals received and interview
proposing teams. The Committee was provided with an overview of the project, information
relative to the City's Cone of Silence Ordinance and the Government Sunshine Law. The
Committee was also provided with general information on the scope of services, Performance
Evaluation Surveys, and additional pertinent information from all responsive proposers.
Additionally, the Committee engaged in a Question and Answer session after the presentation
of each proposer.
The Committee was instructed to score and rank each proposal pursuant to the evaluation
criteria established in the RFP, which was as follows:
Evaluation Criteria/Factors: Weight
1. Experience and qualifications of the proposer 30 points
2. Experience and qualifications of the agents assigned
to provide services to the City 10 points
3. Methodology and Approach to include the demonstrated 20 points
ability to achieve the City's objectives
4. Cost/Fees 30 points
5. Past Performance Surveys 10 points
Additional points, over the aforementioned potential points were to be allocated, if applicable
and in accordance to following ordinances.
LOCAL PREFERENCE: The Evaluation Committee will assign an additional five (5) points to
Proposers, which are, or include as part of their proposal team, a Miami Beach-based vendor
Commission Memorandum — RFP #022-2013 Call Center Services
March 13, 2013
Page 4
as defined in the City's Local Preference Ordinance. Please note that no proposer was eligible
for Local preference.
VETERANS PREFERENCE: The Evaluation Committee will assign an additional five (5)
points to Proposers, which are, or include as part of their proposal team, a small business
concern owned and controlled by a veteran(s) or a service-disabled veteran business
enterprise, as defined in the City's Veterans Preference Ordinance. Please note that no
proposer was eligible for Veterans preference.
The Committee discussed its individual perceptions of the proposers' qualifications,
experience, and competence, and further scored and ranked the proposers accordingly. The
Committee's final rankings are as follows:
FINAL RANKINGS
RFP#22-2013ME LOW
FOR CALL CENTER Manny Barbara Drazen Regina Itziar AGGREGATE
SERVICES Marquez Hawa ek Cvi'anovic Davidson Gonzalez TOTALS
1-800 We Answer (83) 1 (77)2 (75) 1 (89) 1 (80) 1 (6) 1
lnktel Government
BPO Services (75)2 (80) 1 (57)3 (67)3 (77)2 11 2
IVOX Solutions,
LLC (73)3 (43) 3 (61)2 (71)2 (73)4 (14)3
AnswerNet (44)4 (33)4 (35)4 (46)4 (75)3 (19)4
A motion was presented by Manny Marquez, seconded by Barbara Hawayek, and
unanimously approved by all Committee members, to recommended entering into negotiations
with the top-ranked proposers, 1-800 We Answer; and should the Administration not be
successful in negotiating an agreement with the top-ranked proposer, authorizing negotiations
with the second-ranked proposer, lnktel Government BPO Services; and should the
administration not be successful in negotiating an agreement with the second-ranked
proposer, authorizing negotiations with the third-ranked proposer, IVOX Solutions, LLC.
While submitting the lowest cost proposal, committee members ranked IVOX Solutions LLC,
third overall and, in doing so, provided the following feedback for their actions:
• IVOX Solutions LLC has no redundant centers; they have only one location located in
Palm City. For example, 1-800 We Answer has several centers across the country and
has complete redundancy between the call centers in case of a real emergency or a
protracted black-out. The City's calls will be forwarded to the 200+ seat call center in
Jacksonville, Florida or one of the other locations (Boston, Baton Rouge, Kansas City,
Montgomery, Philadelphia or Miami).
In its response to the City, 1-800 We Answer has proposed to create a hybrid program mixing
dedicated agents and shared agents. Dedicated agents offer a high level of service as they
are trained specifically on City requirements and handle only City-related calls received by the
firm. Shared agents are also trained on City requirements but may handle calls from other
customers of the firm. While shared agents do not strictly handle City-related calls, the
advantage of having shared agents supplement dedicated agents is that City customers would
Commission Memorandum—RFP#022-2013 Call Center Services
March 13, 2013
Page 5
normally experience a shorter call response time when supplementing dedicated agents with
shared agents.
Based on the funding available, the Administration is recommending commencing the program
with two (2) dedicated agents, to be supplemented during times of high call volume with
shared agents. Costs for both dedicated and shared agents are noted in Attachment A. The
cost of the recommended hybrid model (dedicated agents supplemented with shared agents)
is expected to cost the City approximately $115,000 per year. We anticipate beginning this
program during April 2013 and the funding allocated of $75,000, is sufficient to cover the
program for the remainder of this fiscal year.
After the initial 90 day implementation period, the City will analyze the call data and may adjust
the number of dedicated and shared agents to maximize customer service responsiveness
while maintaining a cost-effective program. Additionally, the City will have sufficient information
to property budget for the upcoming FY 2013/14.
Upon approval of this recommendation, Administration will negotiate the most customer-
focused and cost-effective terms and pricing with the selected firm as indicated above and
ensure an enhanced level of customer service through a reduction of call waiting times which
is the primary reason individuals abandon calls.
1-800 WE ANSWER'S PROFILE
Founded in 1969 as a small local New York City answering service, 1-800 We Answer has
undergone rapid expansion since 2007. 1-800 We Answer's core menu of business support
services focuses on providing telephone answering, call center, telemarketing, market
research, virtual office and phone system services. The Company has been solely owned by
Robert Porter since 2007 when he purchased the Company from Jo-Ann Sickinger although
he has been operating and managing the company for 21 years.
1-800 We Answer has over 40 years of experience, including 14 years with a center in the
Miami area. With centers nationwide, 1-800 We Answer's solutions are scalable to meet the
City of Miami Beach's Emergency Operations Center (EOC) needs either in Miami,
Jacksonville or one of its other ten (10) centers nationwide in the event of an outage or
weather incident.
1-800 We Answer Miami's location meets the City's needs for a fully-bilingual facility, where all
agents are able to communicate fluently in both English and Spanish. The Miami center is fully
HIPAA Compliant ensuring the stringent federal regulations regarding confidentiality, security
and privacy mandated for the healthcare community are extended to all clients.
The following are some of 1-800 We Answer government clients: Miami Parking Authority,
Florida Charter School Initiative, City of Modesto, CA Utilities Division, City of Fountain, CO
Utilities Division, Cook County, IL Correctional Facilities, Alabama Department of Post-
Secondary Education, New York City Department of Education, Maryland Charter School
Initiative, DC Public School System, U.S. Representative Chellie Pingree, U.S. Representative
Ann Kirkpatrick, NYC Public Library.
24/7-365-Day-a-Year Call-Handlinq
1-800 We Answer can run, if necessary, 24/7-365-days-a-year. To ensure this, 1-800 We
Answer employs its own technical department, including 24-hour-a-day on-call technicians
with remote access capability, backup systems and emergency generators. 1-800 We Answer
Commission Memorandum — RFP#022-2013 Call Center Services
March 13, 2013
Page 6
also has complete redundancy between the call centers in case of a real emergency or a
protracted black-out. The City's calls will be forwarded to the 200+ seat call center in
Jacksonville, Florida or one of the other locations (Boston, Baton Rouge, Kansas City,
Montgomery, Philadelphia or Miami).
Programming the City of Miami Beach Account
Programming the City of Miami Beach/WE ANSWER account will be accomplished through
Pinnacle, a leader in call center software technology, and by 1-800 We Answer's team of in-
house programmers. Pinnacle's logical scripting system, through unique visual prompting,
guides the agent seamlessly through every call. Routing of all emergency calls to triage
numbers is accomplished through the call center software by a dedicated triage operator and
all emergency calls dispatch disposition is reviewed by a supervisor. Clients can modify phone
numbers, escalation lists, on-call personnel and other changes through their on-line account
management tool. Scripting changes are handled same-day by the programming team and the
City's point-of-contact will email you as soon as your requested changed has been
implemented. Protocol changes or special announcements to the agents regarding the City's
account (e.g. notification of holiday hours, new locations, protocol changes etc.) are conveyed
to the agents via: 1) Training sessions 2) Electronic bulletin board announcements required
reading for every agent before starting their shift, and 3) on-the-fly status notifications which
can be programmed immediately and directly into your account by any supervisor or senior
agent.
Secure VPN Integration Capabilities
Connecting to the City of Miami Beach's utility billing software and database will be achieved
through a secure VPN connection. 1-800 We Answer VPN connections require remote access
to be authenticated and make use of encryption techniques to prevent disclosure of private
information. The Chief Information Officer ensures all VPN connections meet the City's
security goals: authentication, integrity, and confidentiality.
Reporting
1-800 We Answer team will set-up an online reporting module for the City of Miami Beach to
view messages, call volume and account details. Additional reporting, in requested formats
with requested account metrics, will be delivered to the City of Miami Beach according to upon
agreed scheduled.
Monitoring of Calls
All calls are recorded and recordings are retained for one year. Requested call recordings will
be delivered via.wav file. The City of Miami Beach is encouraged to place test calls into the
center to ensure CSR compliance with City of Miami Beach protocols and quality levels. CSR
are monitored 24/7 by supervisors.
Emergency Operations Center (EOC) And Emergency Operations Call Center Planning
The City of Miami Beach working with the WE ANSWER Major Accounts Team will meet to
develop an Emergency Operations Plan (EOP) to outline the concepts of the operations for
coordinated effort by the City of Miami Beach, the call center, and other government
departments. Stakeholders will develop an emergency operations plan to provide a common
guide for action and a framework
System Backup
1-800 We Answer has a disaster recovery plan and procedures in place in the event of phone
outages, software or hardware failures. 1-800 We Answer's primary telephone company
provider for your contact centers is PAETEC/Windstream.
Commission Memorandum — RFP #022-2013 Call Center Services
March 13, 2013
Page 7
Fees
The following are the fees proposed by 1-800 We Answer. Additionally, 1-800 We Answer
proposed an alternate cost proposal of a flat feet in the amount of $99,000 per year for the
City's consideration.
Cost Per Production Minute Per Shared $.0.70/Min.
Agent
Cost Per Hour Per Dedicated Agent $ 25.00/ Hr **Min 2 Full-Time Dedicated CSRs
Set Up Fees $ No Charge
Training Hours $ No Charge
Curriculum Development $ No Charge
Cost per Agent per Hour(Training) $ Per Min. No Charge ** Dedicated Agents$25.00
/ Hr
Project Management $ No Charge
Script Development Fee $ No Charge
Digital Recording $ No Charge
Team Supervisor/Quality Assurance $ No Charge
Development of TDD $500.00 ** One-Time Charge
MANAGER'S DUE DILIGENCE
After considering the review of the recommendation of City staff, the City Manager exercised
her due diligence and is recommending that the Mayor and the City Commission enter into
negotiations with top-ranked proposer, 1-800 We Answer; and should the administration not
be successful in negotiating an agreement with the top-ranked proposer, authorizing
negotiations with the second-ranked proposer, Inktel Government BPO Services; and should
the administration not be successful in negotiating an agreement with the second-ranked
proposer, authorizing negotiations with the third-ranked proposer, IVOX Solutions, LLC.
CONCLUSION
The Administration recommends that the Mayor and City Commission of the City of Miami
Beach, Florida accept the recommendation of the City Manager pertaining to the ranking of
proposals, pursuant to request for proposals (RFP) No. 022-2013ME For Call Center Services;
authorizing the administration to enter into negotiations with the top-ranked proposer, 1-800
We Answer; and should the administration not be successful in negotiating an agreement with
the top-ranked proposer, authorizing negotiations with the second-ranked proposer, Inktel
Government BPO Services; and should the administration not be successful in negotiating an
agreement with the second-ranked proposer, authorizing negotiations with the third-ranked
proposer, IVOX Solutions, LLC.
T:\AGENDA\2013\March 13\RFP-22-2013 Call Center Services - Memo Final.doc
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RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF
THE CITY MANAGER PERTAINING TO THE RANKING OF PROPOSALS,
PURSUANT TO REQUEST FOR PROPOSALS (RFP) NO. 022-2013ME,
FOR CALL CENTER SERVICES; AUTHORIZING THE ADMINISTRATION
TO ENTER INTO NEGOTIATIONS WITH THE TOP-RANKED
PROPOSERS, 1-800 WE ANSWER; AND SHOULD THE
ADMINISTRATION NOT BE SUCCESSFUL IN NEGOTIATING AN
AGREEMENT WITH THE TOP-RANKED PROPOSER, AUTHORIZING
NEGOTIATIONS WITH THE SECOND-RANKED PROPOSER, INKTEL
GOVERNMENT BPO SERVICES; AND SHOULD THE ADMINISTRATION
NOT BE SUCCESSFUL IN NEGOTIATING AN AGREEMENT WITH THE
SECOND-RANKED PROPOSER, AUTHORIZING NEGOTIATIONS WITH
THE THIRD-RANKED PROPOSER, IVOX SOLUTIONS, LLC.; FURTHER
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN
AGREEMENT UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS
BY THE ADMINISTRATION.
WHEREAS, on December 12, 2012, the Mayor and City Commission approved the
issuance of Request for Proposals (RFP) No. 022-2013ME For Call Center Services (RFP);
and
WHEREAS RFP No. 022-2013ME was issued on December 24, 2012, with an
opening date of February 4`h, 2013; and
WHEREAS a pre-proposal conference to provide information to the proposers
submitting a response was held on January 9, 2013; and
WHEREAS, twelve (12) prospective proposers downloaded the solicitation from
BidNet and 22 from The Public Group; additionally, the Procurement Division notified 60
additional proposers via e-mail, which resulted in the receipt of four (4) responsive
proposals; and
WHEREAS, on February 20, 2013, the City Manager via Letter to Commission (LTC)
No. 058-2013, appointed an Evaluation Committee (the "Committee") consisting of the
following individuals:
• Barbara Hawayek, Customer Services Manager;
• Manny Marquez, Revenue Manager, Finance Division;
• Gina Davidson, Resident and Leadership Academy Graduate;
• Itziar Gonzalez, Resident and Leadership Academy Graduate; and
• Drazen Cvijanovic, Resident and Leadership Academy Graduate;
The following individuals were appointed as alternates:
• Rocio Alba, Financial Analyst III, Parking;
• Georgie Echert, Finance Assistant Director; and
WHEREAS, the Committee convened on February 28, 2013 to consider proposals
received and interview proposing teams; and
WHEREAS, the Committee was provided with an overview of the project, information
relative to the City's Cone of Silence Ordinance and the Government Sunshine Law. The
Committee was also provided with general information on the scope of services,
Performance Evaluation Surveys, and additional pertinent information from all responsive
proposers; and
WHEREAS, the Committee discussed its individual perceptions of the proposers'
qualifications, experience, and competence, and further scored and ranked the proposers
accordingly; and
WHEREAS, a motion was presented by Manny Marquez, seconded by Barbara
Hawayek, and unanimously approved by all Committee members, to recommended entering
into negotiations with the top-ranked proposers, 1-800 We Answer; and should the
Administration not be successful in negotiating an agreement with the top-ranked proposer,
authorizing negotiations with the second-ranked proposer, Inktel Government BPO
Services; and should the administration not be successful in negotiating an agreement with
the second-ranked proposer, authorizing negotiations with the third-ranked proposer, IVOX
Solutions, LLC; and
WHEREAS, after considering the review of the recommendation of City staff, the City
Manager exercised her due diligence and is recommending that the Mayor and the City
Commission enter into negotiations with top-ranked proposer, 1-800 We Answer; and should
the administration not be successful in negotiating an agreement with the top-ranked
proposer, authorizing negotiations with the second-ranked proposer, Inktel Government
BPO Services; and should the administration not be successful in negotiating an agreement
with the second-ranked proposer, authorizing negotiations with the third-ranked proposer,
IVOX Solutions, LLC.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby
accept the recommendation of the City Manager pursuant to Request for Proposals (RFP)
proposals (RFP) No. 022-2013ME For Call Center Services; authorizing the administration to
enter into negotiations with the top-ranked proposer, 1-800 We Answer; and should the
administration not be successful in negotiating an agreement with the top-ranked proposer,
authorizing negotiations with the second-ranked proposer, Inktel Government BPO
Services; and should the administration not be successful in negotiating an agreement with
the second-ranked proposer, authorizing negotiations with the third-ranked proposer, IVOX
Solutions, LLC.
PASSED AND ADOPTED THIS DAY OF 2013.
ATTEST:
CITY CLERK MAYOR
TAAGENDM20131March 131RFP-22-2013 Call Center Services -RESO.doc
APPROVED AS TO
FORM & LANGUAGE
&FOR EXECUTION
City 0 M Date G. Date
Inktel
CONTACT CENTER SOLUTIONS
MASTER SERVICE AGREEMENT
April 26, 2013
Presented To:
City of Miami Beach
Presented By:
David Drayton
SVP
Inktel Contact Center Solutions, LLC
MASTER SERVICE AGREEMENT(Olnktel
w ww.inktel.com
CONTACT CENTER SOLUTIONS
THIS MASTER SERVICE AGREEMENT (the "Agreement") is entered into as of the 26th day of April, 2013 (the
"Effective Date") by and between City of Miami Beach, a municipality with its principal place of business located at 1700
Convention Center Drive, Miami Beach, FL 33139 ("Customer"), and INKTEL CONTACT CENTER SOLUTIONS LLC, a
Florida limited liability company with its principal place of business located at 8200 N.W. 33`d Street, Doral, Florida
33122 USA.
Preliminary Statements
A. Inktel is a provider of end-to-end integrated contact center solutions.
B. Inktel and Customer desire to enter into this Agreement whereby Inktel shall provide services as outlined in
the Agreement, including those set forth in any SOW(s) (as defined below), in exchange for the consideration
set forth herein and in any SOW(s).
C. In consideration of the mutual promises, agreements, representations, and warranties hereinafter set forth
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:
1. TERM; RENEWAL. This Agreement shall commence on the Effective Date and shall continue for a period of three
(3) years from the Effective Date (the "Initial Term"), unless earlier terminated or extended as provided herein. The
term of the Agreement shall be automatically extended for additional one (1) year periods, unless one of the parties
shall give written notice to the other on or before the date which is ninety (90) days prior to the expiration of the
Initial Term or the then current Term, as hereinafter defined, of the Agreement, of such party's election not to
extend the term of the Agreement. The "Term" shall include the Initial Term and any renewal periods.
2. SERVICES. Any and all services to be provided by Inktel to Customer (the "Services") shall be set forth in the
applicable Statement(s) of Work executed by Inktel and Customer from time to time (the "SOW(s)"), which such
SOW(s) may be amended from time to time by written agreement of the parties.
3. PRICING.
3.1 Pricing Schedule. Customer agrees to pay Inktel for the Services in accordance with the Pricing Schedule
attached hereto as Schedule "B" (Pricing Schedule") and made a part hereof. Unless otherwise specified, all
charges are exclusive of taxes levied in connection with the Agreement, except taxes based upon Inktel's net
income or corporate franchise.
3.2 Pricing Terms Guaranteed; Revisions to Pricing: The pricing set forth in the Pricing Schedule is
guaranteed for the Initial Term. Any Renewal Term pricing shall be mutually agreed upon.
3.3 Renewal Term Pricing. Upon notification to Inktel of Customer's election to renew this Agreement
pursuant to section labove, the parties shall negotiate commercially reasonable pricing terms for the Pricing
Schedule, which will be applicable during the ensuing Renewal Term.
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4. PAYMENT AND INVOICING.
4.1 Payment. During the Term of this Agreement, Inktel may send Customer, on a semi-monthly basis, an
invoice for the Services rendered under any SOW(s) ("Invoice") indicating the amount owed by Customer to
Inktel as well as any other amounts due to Inktel hereunder or under any SOW(s). All payments by Customer
shall be made in United States Dollars. All payments hereunder shall be made electronically to Inktel's bank
account. Inktel's banking information is as follows:
Bank Name: Regions Bank
Account Name: Inktel Contact Center Solutions LLC
Routing Number for ACH:063104668
Routing Number for Wire:062005690
Account Number:0149009672
Swift Code: UPNBUS44
4.2 Good Faith Dispute; Resolution. Customer shall notify Inktel (i) of any good faith dispute as to the
amount owed in the Invoice by providing written notice to Inktel within twenty (20) business days of its
receipt of the Invoice stating the reasons and reasonable details for such dispute (the "Disputed Amount")
and (ii) promptly, but no later than thirty (30) days after its receipt of the Invoice, pay any undisputed
amount to Inktel.The parties agree that the acceptance by Inktel of such partial payment shall not constitute
a waiver by Inktel of the Disputed Amount. Any undisputed portion of an Invoice unpaid after thirty(30) days
shall accrue interest at one and one-half percent (1%%) per month from the date of the Invoice.Any amounts
that have been timely disputed shall, to the extent deemed payable pursuant to the procedure set forth
immediately below (the "Resolved Amounts"), be paid, in full, within thirty (30) days following resolution of
such dispute, should such dispute be resolved in favor of Inktel, plus applicable interest calculated in
accordance with the immediately preceding sentence. If the parties cannot, within twenty (20) days of
Customer providing written notice of any Disputed Amount, agree as to the payment on the Disputed
Amount or otherwise reach an agreement, each party shall, within twenty (20) days thereafter, use best
efforts to select a certified professional accountant ("CPA") who shall jointly select a third CPA. A majority of
the three CPA's shall make a binding determination on the Customer's obligation to pay any or all of the
Disputed Amount, which determination shall be binding in all respects. Each party shall exercise best efforts
to ensure that such a CPA determination shall be made within thirty (30) days of the submission of the
dispute to the CPA.
4.3 Delinquent Payments. A payment shall be considered delinquent if Inktel has not received such payment
30 days after the receipt of a proper invoice.
4.5 Special Services or Special Project Invoicing. If Customer requests that Inktel provide services or
complete projects other than the Services ("Special Services"), the parties agree to prepare and confirm in
writing a separate exhibit to the SOW(s) describing the Special Services and the pricing, and such exhibit shall
be made a part hereof. Inktel will issue invoices for Special Services as such projects are completed or at
such other intervals as Inktel and Customer may agree in writing upon approval by contract.
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5.TERMINATION.
5.1 Deficiency/Cure Notices and Corrective/Termination Process: If the City's Contract Administrator and/or
Contracts Compliance Specialist determine that there is/are deficiency(s) by Inktel in the performance of the
contract, the Contract Administrator and/or Contracts Compliance Specialist will notify the Inktel of the
deficiency(s) in writing via electronic mail (e-mail) transmission to the intended recipient. The Contract
Administrator and/or Contracts Compliance Specialist will send a Cure Notice to Inktel with a request to
provide in writing within seven (7) calendar days of notification, any/all actions proposed to be taken in order
to correct/cure the identified deficiency(s).
If all parties (Contract Administrator/Contracts Compliance Specialist and Inktel) agree that actual
damages/deficiencies would require more than seven (7) calendar days to correct/cure, a reasonable time
frame, in writing, will be determined based on a "meeting of the minds" between the Contract Administrator
and/or Contracts Compliance Specialist and Inktel for the identified deficiency(s).
Should the Contract Administrator and/or Contracts Compliance Specialist issue two (2) Cure Notices for the
same deficiency(s), or a total of three (3) Cure Notices within a twelve (12) month period, the City may
exercise its right to terminate this Agreement.
Inktel shall have the right to terminate this Agreement in the event that Customer is delinquent in payment
(within the meaning set forth in 4.3) two or more times in any given twelve (12) month period during the
Term.
6. CONFIDENTIALITY.
6.1 Confidential Information.
6.2 Exceptions. Confidential Information does not include information that: (i) is now or subsequently
becomes generally available to the public through no fault or breach on the part of the receiving party; (ii)
the receiving party can demonstrate to have had lawfully in its possession without an obligation of
confidentiality prior to disclosure hereunder; (iii) is independently developed by the receiving party without
the use of any Confidential Information of the disclosing party as evidenced by written documentation; (iv)
the receiving party lawfully obtains from a third party who has the right to transfer or disclose it and who
provides it without any obligation to maintain the confidentiality of such information. (v) is subject to
disclosure from the City pursuant to Florida Public Records Law including without limitation Chapter 119,
Florida Status or (vi) is required to be disclosed pursuant to court order or the order of any administrative
body and/or tribunal exercising jurisdiction over the subject matter of this contract.
6.3 Disclosure. Each party agrees that it will (a) not disclose, without the other party's prior written consent,
the other party's Confidential Information to any third party (other than such party's legal and financial
advisors, or subcontractors who have similar confidentiality obligations); (b) use the other party's
Confidential Information only to the extent necessary to perform its obligations or exercise its rights under
this Agreement; (c) disclose the other party's Confidential Information only to those of its employees, and
legal and financial advisors who need to know such information for purposes of this Agreement and who are
bound by confidentiality obligations no less restrictive than this Section 6; and (d) protect all Confidential
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Information of the other party from unauthorized use, access,or disclosure in the same manner as it protects
its own confidential information of a similar nature, and in no event with less than reasonable care.
6.4 Compelled Disclosure. If the receiving party receives notice that it may be required or ordered to
disclose any Confidential Information in connection with legal proceedings or pursuant to a subpoena, order
or a requirement or an official request issued by a court of competent jurisdiction or by a judicial,
administrative, legislative, regulatory or self-regulating authority or body, it shall cooperate with the other to
seek confidential treatment of such Confidential Information and shall use its best efforts to give the
disclosing party sufficient prior written notice in order to contest such requirement or order. Nothing herein
shall be construed to impose any obligation to disclose any Confidential Information. If this Agreement or
any of its terms or any other Confidential Information must be disclosed in connection with legal proceedings
or pursuant to a subpoena, order or a requirement or an official request issued by a court of competent
jurisdiction or by a judicial, administrative, legislative, regulatory or self-regulating authority or body, the
disclosing party shall (i) first give written notice of the intended disclosure to the other party, within a
reasonable time prior to the time when disclosure is to be made, (ii) consult with the other party on the
advisability of taking steps to resist or narrow such request, and (iii) if disclosure is required or deemed
advisable, reasonably cooperate with the other party in any attempt that it may make to obtain an order or
other reliable assurance that confidential treatment will be accorded to designated portions of the
Confidential Information or otherwise be held in the strictest confidence to the fullest extent permitted
under the laws, rules or regulations of Florida.
6.5 Injunctive Relief. Both parties acknowledge that the unauthorized disclosure or use of Confidential
Information could cause irreparable harm and significant injury, the precise measure of which may be
difficult to ascertain. Accordingly, each party agrees that the aggrieved party shall have the right to seek
injunctive relief from any breach of the confidentiality obligations of this Section 6, subject to the terms and
provisions of Section 13.3 (as if fully set forth in this Section 6.5) and in addition to all other rights and
remedies to which it may have. Both parties agree that each has and shall retain ownership of all of its own
Confidential Information, and that upon the expiration or termination of this Agreement each party shall,
subject to the terms and provisions of Section 5.4, return and shall not retain the Confidential Information of
the other party.
6.6 Return or Removal of Confidential Information. Each party will, except to the extent inconsistent with (i)
its use in connection with legal proceedings, or (ii) applicable law, regulations, rules or official requests, at
the disclosing party's election and, subject to the terms and provisions of Section 5.4, destroy or return to the
other party any tangible copies of the other party's Confidential Information, and permanently delete all
electronic copies of the other party's Confidential Information, in such party's possession or control at the
request of the other party and upon expiration or termination of this Agreement, and will certify in writing to
the other party that it has done so.
6.7 Security.
i. Inktel represents, warrants and covenants that it has established, implemented,and will maintain, an
information security program regarding the protection, security and integrity of customer data,
including but not limited to cardholder data. Such program is designed (i) to ensure the security and
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confidentiality of customer data; (ii) to protect against any anticipated threats or hazards to the
security or integrity of customer data; (iii) to protect against unauthorized access to or use of such
customer data that could result in substantial harm or inconvenience to any individual; and (iv) to
ensure the proper disposal of customer data. Inktel further represents, warrants and covenants that
the above safeguards comply with the requirements of data security and encryption-related laws,
and all requirements in the Payment Card Industry Data Security Standard ("PCI DSS"), that are
applicable to customer data (or subsets thereof)to which Inktel receives or has access.
ii. Inktel agrees that it is responsible for the security of any such data that comes into its possession or
the possession of its employees, agents, or subcontractors during the performance of services under
the Agreement. Inktel also agrees to continue to treat customer data as Confidential Information
after termination of this Agreement.
iii. Inktel shall notify Customer immediately if Inktel discovers there has been (i) a data security event
that did, or could have, compromised the security of customer data entrusted to it, or (ii) any event
that did, or could have, resulted in the unauthorized access to or use of the nonpublic personal
information entrusted to it, irrespective of whether the unauthorized access or use relates to
external parties or the employees, agents, contractors or representatives of Inktel ((i) and (ii)
collectively known as a "Security Breach"). Should a Security Breach occur, Inktel shall cooperate
with Customer to respond to the Security Breach or to otherwise protect customer data, including
but not limited to, by enabling Customer to implement expeditiously its own data security breach
response program.
6.8 Customer License to Inktel.
i. Use of Customer's Network. Subject to the limitations provided herein, Customer hereby grants to
Inktel a non-exclusive, non-transferable and non-assignable license for CSRs to access and use
Customer's Network during the Term in order to perform Services hereunder. Inktel may not, nor
permit CSRs to make any use of Customer's Network or any software, data files or other components or
content located therein (such software, Customer data, data files or other components or content,
collectively the "Network Components") except to provide the Services during the Term. Without
limiting the foregoing, Inktel shall not, and shall cause each CSR not to: (i) copy, publish, transmit,
transfer, lease, sub-license, sell or otherwise use Customer's Network or any Network Component; (ii)
combine, incorporate or bundle any Network Component with any other software; (iii) reverse
engineer, disassemble, decompile or translate any Network Component,or otherwise attempt to derive
its source code or the source code through which any Network Components is accessed; (iv) use any
"deep-link", "page-scrape", "robot", "spidery' or other automatic device, program, algorithm or
methodology, or any manual process to access, acquire, copy or monitor any portion of Customer's
Network or any Network Component or obtain or attempt to obtain any materials, documents or
information through any means not purposely made available to Inktel for its performance of
Services; (v) attempt to gain unauthorized access to any portion of Customer's Network or any
Network Component, or any systems or networks connected to Customer's Network, by hacking,
password "mining" or any other illegitimate means; (vi) probe, scan or test the vulnerability of
Customer's Network or any Network Component, or any system or network connected to Customer's
Network; (vii) use any device, software or process to interfere with, or attempt to interfere with, the
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proper working of Customer's Network or any Network Component, or any systems or networks
connected to Customer's Network, or with any other person's use of Customer's Network; or (viii)
use Customer's Network or any Network Component for any purpose that is unlawful.
ii. Protection of Access Information. Inktel shall take all necessary precautions and safeguards to
prevent unauthorized access to Customer's Network and shall be fully responsible for all
unauthorized access made by its employees, representatives or any third persons within its control,
through passwords, access codes, user IDs or other security protection issued to Inktel or any CSR.
iii. Ownership of Intellectual Property.
A. Subject to the limited license granted to Inktel hereunder, each party owns and shall retain all
right, title and interest in its tradenames, logos, trademarks, servicemarks, tradedress, Internet
domain names, copyrights, patents, trade secrets, know how, and proprietary technology,
including, without limitation, those tradenames, logos, trademarks, service marks, trade dress,
copyrights, patents, know how, trade secrets and proprietary technology currently used or which
may be developed and/or used by it in the future ("Intellectual Propert y"). Except as expressly
provided for in this Agreement, neither party may distribute, sell, reproduce, publish, display,
perform, prepare derivative works, or otherwise use any of the Intellectual Property of the other
party without the written consent of such party.
B. Customer hereby grants to Inktel during the Term of this Agreement, a limited, non-exclusive,
non-transferable, revocable license to use Customer's trade names, logos, trademarks, service
marks, trade dress, Internet domain names, similar proprietary marks and copyrights
("Customer's Licensed Propert y") as is reasonably necessary for Inktel to perform its obligations
under this Agreement. Inktel may not make any modification or change to Customer's Licensed
Property without the written pre-approval of Customer. The limited license is for internal Inktel
use only. Any use of Customer's Licensed Property outside of Inktel's internal use shall require
the written pre-approval of Customer.
C. As between Customer and Inktel, Customer shall own all data specifically attributable to
Customer that is collected by Inktel in connection with providing the Services hereunder and all
such data shall constitute Customer's Confidential Information.
7. CUSTOMER REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Inktel that it: (a) is a
duly formed municipality in good standing under the laws Florida and has the full and unrestricted right and authority
to enter into this Agreement; (b) the rendition of Services by Inktel in accordance with the terms hereof are not
reasonably expected to result in a violation of any law, rule or regulation or agreement applicable to Customer and
will not, to the best of customer's knowledge, information, and belief, but without independent inquiry as to same.,
violate any third party's rights or cause injury of any kind to any such third person or entity, and (c) has obtained and
shall maintain in full force and effect during the Term, such federal, state and local authorizations as are necessary to
operate and to otherwise perform its obligations under this Agreement and will comply with all applicable federal,
state and local laws in the performance of its obligations hereunder. Customer further represents, warrants, and
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agrees that all action taken by it and by any person or entity acting on its behalf or under contract with Customer,
including, without limitation, all marketing, advertising, and solicitation activities, shall comply with all applicable
laws and regulations.
S. INKTEL REPRESENTATIONS AND WARRANTIES. Inktel represents and warrants to Customer that it: (a) is a duly
formed limited liability company in good standing under the laws of the jurisdiction set forth above and has the full
and unrestricted right and authority to enter into this Agreement; (b) the rendition of Services by Inktel in
accordance with the terms hereof are not reasonably expected to result in a violation of any law, rule or regulation or
agreement applicable to Inktel and will not, to the knowledge of Inktel, violate any third party's rights or cause injury
of any kind to any such third person or entity and (c) has obtained and shall maintain in full force and effect during
the Term, such federal, state and local authorizations as are necessary to operate and to otherwise perform its
obligations under this Agreement and will comply with all applicable federal, state and local laws in the performance
of its obligations hereunder. Inktel further represents, warrants, and agrees that all action taken by it and by any
person or entity acting on its behalf or under contract with Inktel, including, without limitation, all marketing,
advertising, and solicitation activities, shall comply with all applicable laws and regulations.
9. DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU
OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY THE
PARTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE AND ALL OBLIGATIONS OR LIABILITIES ON THE PART OF EITHER PARTY FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR OTHERWISE. NEITHER PARTY SHALL BE
LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING SERVICES OR ANY OTHER PERFORMANCE
UNDER OR PURSUANT TO THIS AGREEMENT. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL
WARRANTIES AND THE SOLE REMEDIES FOR EITHER PARTY'S LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR
NEGLIGENCE) WITH RESPECT TO THE SERVICES COVERED BY THIS AGREEMENT SHALL BE LIMITED TO REPERFORM
SUCH SERVICES (AT NO ADDITIONAL FEE). IN NO EVENT SHALL EITHER PARTY'S LIABILITY OF ANY KIND INCLUDE
ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF A PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
10. INDEMNIFICATION.
10.1 Indemnification by Inktel. Subject to and in accordance with Section 9 and sub-section 10.3. Inktel shall
indemnify and hold harmless Customer and its affiliated companies and their respective officers, directors,
shareholders, agents and employees from and against, without limitation, any and all claims, costs, liabilities,
obligations,judgments, fines, penalties, expenses or damages (including reasonable attorneys' fees and court
costs) (collectively, "Damages") arising from or related to any complaint, administrative proceeding, cause of
action brought against Customer or any of its affiliated companies or their respective officers, directors and
employees by any person or entity that is not a party to this Agreement (other than Inktel's affiliated
companies or their respective officers, directors or employees) arising from or related to: (i) the Services to
the extent the Damages in question are attributable to the gross negligence or willful misconduct of Inktel or
any affiliate or third party performing Services on Inktel's behalf; (ii) the logo or other intellectual property of
Inktel; or(iii) any breach by Inktel of any representation or warranty set forth in this Agreement.
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10.2 Conditions Precedent to Duty of Indemnification.
L Notice. A party seeking indemnification under this Section shall give prompt written notice to the
indemnifying party of the commencement or assertion of any claim or action in respect of which
such indemnified party shall seek indemnification hereunder. The failure to provide such prompt
written notice shall not affect the right of a party to be indemnified hereunder.
ii. Settlement; Compromise;Admission of Liability. With respect to any claim or action with respect
to which a party seeks indemnification, such party shall obtain the prior written approval of the other
party before entering into or making any settlement, compromise, admission or acknowledgment
(whether by agreement, consent judgment or otherwise) of the validity of such claim or action,
which approval may be conditioned upon the procuring a release of the other party and its affiliated
companies and their respective officers, directors and employees and confidentiality of any such
settlement or compromise,and, in all events, which approval shall not be unreasonably withheld.
iii. Cooperation. The parties hereto shall extend reasonable cooperation in connection with the
defense of any third-party action pursuant to this Section and, in connection therewith, shall furnish
such records, information, and testimony and attend such conferences, discovery proceedings,
hearings, trials, and appeals as may be reasonably requested.
11. INSURANCE. Client will provide Inktel with proof of self-insurance upon request.
12. NON-SOLICITATION OF EMPLOYEES.
13.1 Non-Solicitation. Customer agrees not to solicit, persuade or attempt to solicit or persuade, or cause
or authorize directly or indirectly to be solicited or persuaded for employment, or employ or cause or
authorize directly or indirectly to be employed, on its behalf or any other person or entity, any individual who
is or was at any time within twelve (12) months prior to the termination or expiration of this Agreement, an
employee of Inktel (other than an hourly paid employee). The parties agree that the foregoing restriction is
reasonable to protect Inktel's legitimate business interests and constitutes a significant part of the
consideration given by Inktel hereunder.
13.3 Injunctive Relief. Both parties acknowledge that the unauthorized disclosure or use of Confidential
Information could cause irreparable harm and significant injury, the precise measure of which may be
difficult to ascertain. Accordingly, each party agrees that the aggrieved party shall have the right to seek
injunctive relief from any breach of the confidentiality obligations of this Section 6, in addition to all other
rights and remedies to which it may have. Both parties agree that each has and shall retain ownership of all
of its own Confidential Information, and that upon the expiration or termination of this Agreement each
party shall return and shall not retain the Confidential Information of the other party.
14. GENERAL.
14.1 Amendment; Waiver. No amendment to this Agreement, or any Schedules or Statement(s) of Work
attached hereto, shall be valid unless such amendment is in writing and is signed by both parties. Any of the
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terms and conditions of this Agreement may be waived at any time in writing by the party entitled to the
benefit thereof, but a waiver in one instance shall not be deemed to constitute a waiver in any other
instance. A failure to enforce any provision of this Agreement shall not operate as a waiver of the provision
or of any other provision hereof.
14.2 Assignment. Neither party may assign its rights nor delegate its duties under this Agreement, in whole
or in part, without the other party's written consent (subject to Customer's approval, which shall not be
unreasonably withheld nor delayed), except that Inktel may assign its rights or delegate its duties under this
Agreement, in whole or in part, with the Customer's consent, to an Inktel affiliate or in connection with a
merger, reorganization or sale of all, or substantially all, of Inktel's assets.
14.3 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws
of the State of Florida', without reference to its conflict of laws rules. Each party consents to the exclusive
jurisdiction of any state or federal court located within Miami-Dade County, State of Florida and waives any
objection which it may have based on lack of personal jurisdiction or improper venue or forum non
conveniens to any suit or proceeding in such venue and consents to the granting of such legal or equitable
relief as is deemed appropriate by the court
14.4 Relationship Of The Parties. The parties to this Agreement are independent contractors, and this
Agreement shall not be construed to create a partnership, joint venture, employment or principal agent
relationship between the parties. Neither Inktel nor Customer, nor any person or entity employed by either
Inktel or Customer, are authorized to make any warranty concerning the other party or incur or assume any
obligation or liability for the other party.
14.5 Notices. All notices, demands, billings, requests and other written communications hereunder shall be
deemed to have been properly given: (i) upon personal delivery; (ii) on the next business day following the
day sent, if sent by overnight express courier, (iii) on the day sent, or if such day is not a business day, on the
next business day after the day sent, if sent by facsimile or electronic mail (e-mail) providing the sending
party has confirmation of transmittal; or (iv) on the third business day following the day sent if sent by first
class U.S. mail, postage prepaid, in each case, to the parties at its address and/or telecopy number as set
forth in this Agreement, or at such other address and/or telecopy number as either party may designate for
such purpose in a written notice given to the other party.
14.6 Force Majeure. Any delay in or failure of performance by either party under this Agreement (other than
Customer's payment obligations hereunder) will not be considered a breach of this Agreement and will be
excused to the extent caused by any occurrence beyond the reasonable control of such party including, but
not limited to, acts of God, power outages and governmental restrictions.
14.7 Severability. In the event that any portion of this Agreement shall be held to be invalid or
unenforceable by a court or arbitrator, to any extent, such portion shall be enforced to the fullest lawful
extent and the remaining parts hereof shall nevertheless continue to be valid and enforceable as though the
invalid portions were not a part hereof.
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14.8 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with
respect to the subject matter hereof, superseding any prior agreements and communications (both written
and oral) regarding such subject matter.
14.9 Headings. Section headings are for convenience only and shall not be deemed a part of this Agreement.
14.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered, which may be via facsimile, shall be deemed an original hereof but all of which together
shall constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one counterpart hereof.
14.11 Survival. Sections 5.3,VI, IX,X,XIII and XIV will survive and continue in full force in accordance with their
terms notwithstanding the termination or expiration of the term of this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the Effective Date set forth above.
CITY OF MIAMI BEACH INKTEL CONTACT CENTER SOLUTIONS, LLC
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