2016-29614 Reso RESOLUTION NO. 2016-29614
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, ACCEPTING THE WRITTEN
RECOMMENDATION OF THE CITY MANAGER (AS FURTHER
SET FORTH IN THE CITY COMMISSION MEMORANDUM
ACCOMPANYING THIS RESOLUTION) AND WAIVING, BY 5/7TH
VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT,
FINDING SUCH WAIVER TO BE IN THE BEST INTEREST OF THE
CITY, AND AUTHORIZING THE CITY CLERK TO NEGOTIATE AN
AGREEMENT FOR THE PROVISION OF ONLINE CANDIDATE
FINANCIAL REPORTING SERVICES FROM VR SYSTEMS, INC.
("VRS"), A FLORIDA PROFIT CORPORATION, FOR THE OFFICE
OF THE CITY CLERK; IN AN AMOUNT NOT TO EXCEED
$5,000.00 FOR THE INITIAL YEAR IMPLEMENTATION, TRAINING
AND SERVICES; WITH FUNDING FOR FUTURE ANNUAL
RENEWALS, SUBJECT TO THE AVAILABILITY OF FUNDS AND
BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER
AUTHORIZING THE CITY CLERK TO EXECUTE A SERVICE,
LICENSE, MAINTENANCE AND SUPPORT AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, SUBJECT TO THE
APPROVAL FROM THE CITY ATTORNEY, AND TO NEGOTIATE
AND EXECUTE ANY RENEWALS, AMENDMENTS, EXTENSIONS
AND MODIFICATIONS TO THE SAME, AFTER CONSULTATION
WITH AND APPROVAL OF THE CITY ATTORNEY.
WHEREAS, it is desirable to provide candidates for City of Miami Beach ("City") elected
office, political committees ("PCs"), and electioneering communication organizations ("ECOs"),
with an efficient and modern way of filing campaign finance reports as mandated by Florida
Statutes; and
WHEREAS, an online electronic filing system will provide the following functions
including, but not limited to: the automatic auditing of campaign finance reports for
completeness and timeliness; user access to all campaign forms required by Florida Statutes;
complete paperless and reporting capabilities; user notifications via email concerning reports
submitted online; direct data entry or the capability of uploading data from third party vendor
software; and internet web-based search capability for the public, the media, candidates, PCs
and ECOs regarding reported campaign finance data; and
WHEREAS, VR Systems, Inc. ("VRS"), a Tallahassee based company providing state-
of-the-art elections software since 1992, currently provides services to sixty-two (62) Florida
Counties and the Florida Division of Elections, which utilize some or all of the company's key
products which include, but are not limited to, Voter Focus, Web Focus, the ELM System and
Electronic Voter Identification; and
WHEREAS, the Miami-Dade County Elections Department and such other
municipalities as the City of Doral, Town of Miami Lakes and the City of Miami all use the VRS
online campaign finance reporting service for their candidates, PCs and ECOs; and
WHEREAS, waiving competitive sealed bidding methods will allow for the
implementation of the electronic filing service providing candidates, PCs, and ECOs the ability
to use the VRS online system during the City's 2017 General Election cycle; and
WHEREAS, Section 106.07, Florida Statutes, allows municipalities to require electronic
filing for its officers and candidates, and states that expenditures of public funds for this
purpose are deemed to be for a valid purpose.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City
Commission hereby accept the City Manager's written recommendation (as further set forth in
the City Commission Memorandum accompanying this Resolution) and waiving, by 5/7th vote,
the Formal Competitive Bidding Requirement, finding such waiver to be in the best interest of
the City, and authorizing the City Clerk to negotiate an agreement for the provision of online
Candidate Financial Reporting Services from VR Systems, Inc. ("VRS"), a Florida profit
corporation, for the office of the City Clerk; in an amount not to exceed $5,000.00 for the initial
year implementation, training and services; with funding for future annual renewals, subject to
the availability of funds and budgetary approval at the time of need; further authorizing the City
Clerk to execute a service, license, maintenance and support agreement, in substantially the
attached form, subject to the approval from the City Attorney, and to negotiate and execute
1 any renewals, amendments, extensions and modifications to the same, after consultation with
and approval of the City Attorney.
PASSED and ADOPTED this /9 day of October, 2016.
ATTEST: ---�- , /
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Philip Levini, M'=, 0(.,-
I CS i 4\ 110 Eil r-s. 4,
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Rafa-I E. Granado, City CI
• Z:
Resolutions - R7 N
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager& Rafael E. Granado, City
Clerk
DATE: October 19, 2016
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, ACCEPTING THE WRITTEN RECOMMENDATION OF THE CITY
MANAGER (AS FURTHER SET FORTH IN THE CITY COMMISSION
MEMORANDUM ACCOMPANYING THIS RESOLUTION)AND WAIVING, BY 5/7TH
VOTE, THE FORMAL COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH
WAIVER TO BE IN THE BEST INTEREST OF THE CITY, AND AUTHORIZING
THE CITY CLERK TO NEGOTIATE AN AGREEMENT FOR THE PROVISION OF
ONLINE CANDIDATE FINANCIAL REPORTING SERVICES FROM VR SYSTEMS,
INC. ("VRS"), A FLORIDA PROFIT CORPORATION, FOR THE OFFICE OF THE
CITY CLERK; IN AN AMOUNT NOT TO EXCEED $5,000.00 FOR THE INITIAL
YEAR IMPLEMENTATION, TRAINING AND SERVICES; WITH FUNDING FOR
FUTURE ANNUAL RENEWALS, SUBJECT TO THE AVAILABILITY OF FUNDS
AND BUDGETARY APPROVAL AT THE TIME OF NEED; FURTHER
AUTHORIZING THE CITY CLERK TO EXECUTE A SERVICE, LICENSE,
MAINTENANCE AND SUPPORT AGREEMENT, IN SUBSTANTIALLY THE
ATTACHED FORM, SUBJECT TO THE APPROVAL FROM THE CITY ATTORNEY,
AND TO NEGOTIATE AND EXECUTE ANY RENEWALS, AMENDMENTS,
EXTENSIONS AND MODIFICATIONS TO THE SAME, AFTER CONSULTATION
WITH AND APPROVAL OF THE CITY ATTORNEY.
RECOMMENDATION
Approval the Resolution.
ANALYSIS
City of Miami Beach candidates, political committees (PCs) and electioneering communication
organizations (ECOs) currently file campaign finance reports, with the Office of the City Clerk in
paper format, either in person, or by U.S. mail. Upon receipt, all documents are scanned and
made publically available via the Internet in PDF format. Report auditing for completeness and
timeliness is manual. Campaign data is not stored in a database, thus querying both paper
copies and/or electronic copies of the filed reports is difficult and time-consuming. Candidates,
PCs, and ECOs, filing with Miami-Dade County and the State of Florida, are required to file
campaign reports electronically.
Page 1179 of 1614
The City Commission of the City of Miami Beach is authorized to impose electronic filing
requirements for campaign finance reports required to be filed by each person, candidate, PCs,
ECOs, or other individual or organization pursuant to Chapter 106 of the Florida Statutes.
The Goals of an electronic filing system include more complete and rapid on-line access to
reports on file, reduced paper filing and manual processing, and more efficient and cost-
effective methods of operation for filers and the filing officer. A typical electronic campaign
finance report filing system, in lieu of a manual filing system, would provide for:
1 .Automatic auditing of campaign finance reports for completeness and timeliness;
2. Availability of all campaign finance forms required by Florida Statutes for filing;
3. Complete paperless reporting capability;
4. The use of e-mail notifications;
5. Direct data entry or capability of uploading data from 3rd party vendor software;
6. Internet web-based search capability for the public, media, candidates, PCs, and ECOs
regarding reported campaign finance data;
7. Electronic referrals to the Florida Elections Commission by filing officers; and
8. Migration of campaign finance data from prior years.
Currently, Miami-Dade County utilizes services provided by VR Systems Inc. VR. Systems Inc.
is a Tallahassee based company that has since 1992 provided state-of-the-art elections
software throughout Florida and now nationally, VRS understands Florida statutes and rules
governing campaign contribution and expenditure reporting. Their software and web tools are
compliant with Florida statutes and rules. Sixty-two (62) of Florida Counties and the Florida
Division of Elections utilize some or all of the company's key products, which include, Voter
Focus, Web Focus, ELM System and Electronic Voter Identification (EViD). (See Attachment A
for vendor description.) These services include everything from voter registration, voter
identification at the polls, and a large array of web-based services, of which the campaign
finance report electronic filing system is a small subset.
The City of Doral, the Town of Miami Lakes and the City of Miami have signed agreements with
VR Systems to utilize the campaign finance report electronic filing system for their own
candidates, PCs, and ECOs.
Florida Statues 106.07(2)(a), allows municipalities to require electronic filing for its officers and
candidates, and states that expenditure of public funds for this purpose is deemed to be for a
valid public purpose.
A waiver of the competitive procurement procedures would allow the City of Miami Beach to
implement the campaign finance report electronic filing system by December 2016, giving 2017
candidates/PCs/ECOs the use of the application for the 2017 City General Election.
The initial fee, implementation and training of VR System Inc.'s campaign report electronic filing
system would cost $4,673, with annual renewal-of-service fees of $2,500 per year for
maintenance, updates and help-desk support. (See Attachment B for the complete agreement.)
These costs were based on the number of candidates/PCs/ECOs that filed documents with the
City of Miami Beach in past elections. Because there is an annual renewal fee, the Assistant
Procurement Director has suggested obtaining a waiver of the competitive procurement
procedures under Section 2-367 of the Miami Beach City Code.
Page 1180 of 1614
Using VR System Inc.'s campaign report electronic filing system would allow the City to utilize a
. system that is shared by other local localities and large number of Florida Counties, enhancing a
supportive user and knowledge base and ensuring integration with, and data migration to, any
future Statewide campaign finance report electronic filing system.
CONCLUSION
Based on the above, the City Manager finds and recommends that the requirements for
competitive sealed bidding methods be waived, and further recommends the that a contract for
the provision of online candidate financial reporting services be entered with VR Systems, Inc.,
for the Office of the City Clerk, in a form approved by the City Attorney.
FINANCIAL INFORMATION
The initial fee, implementation and training of VR System Inc.'s campaign report electronic filing
system would cost $4,673, with annual renewal-of-service fees of $2,500 per year for
maintenance, updates and help-desk support.
Amount 1 $4,673 Account 1 011-9322-000312-90-400-592-00-00-00
Legislative Tracking
Office of the City Clerk
ATTACHMENTS:
Description
❑ Exhibit A-Vendor Description
❑ Exhibit B -Agreement VRS
❑ Resolution
Page 1181 of 1614
About VR Systems
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Public trust in the We Are an Employee-Owned ESOP
elections process is Employee ownership promotes a culture of staff commitment
and loyalty. Our people have a long-term understanding of the
the foundation of challenges facing election officials and a deep appreciation for the
democracy. VR Systems essential work they do. Over time,our staff's dedication has helped
to create a relationship of trust and confidence between our
provides software,tware, services and customers and ourselves.
hardware for elections officials
that promotes the public trust. Our Products Keep Pace with Legislative
and Technological Change
_ .._____._._......:....._...._.....,.._, . Throughout our more than 20-year history,VR Systems has
Elections staff need the right maintained an unparalleled reputation for product reliability and
tools for running well organized customer service.We keep our systems up to date through close
attention to legislative changes,constant monitoring of the latest
elections. Legislators,the media technologies,involvement in elections officials' conferences,and
active participation in Division of Elections rules workshops.
and the public demand an
efficient process,good record- We listen to elections officials and offer products and services that
meet their growing and ever-changing needs.
keeping and transparent voting
statistics with full accountability. Our voter registration and elections management system
—VeterFocus—is used by 62 counties and the Bureau of Voter
"'�" Registration Services at the Florida Department of State. Our
At VR Systems we share our EVID electronic pollbook system is now used to check in voters in
53 counties across the state.And our fast-growing pool of web-based
customers commitment services—including Web Prdtducts—helps
to getting it all right. Our 54 Supervisors of Elections offer the
online and mobile services that today's
mission is to help our citizenry expects.
customers succeed,
VR Systems has been dedicated to the ,
election after election. elections community since 1992.We
will continue to offer dependable
solutions and a high level of
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S Y S T E M S
WWW.VRSYSTEMS.COM 1 2840 REMINGTON GREEN CIRCLE I TALLAHASSEE,FLORIDA 32308 I (850)-668-2838
Page 1182 of 1614
About Us Page 1 of 2
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Home Our Products Our Services About Us User Community Media Press Kit Contact Us
About VR Systems " ' "
We've been providing elections hardware and software to -
Supervisor of Elections offices since 1992.We believe that
public trust in the elections process Is the foundation of �� °% (' '-
democracy.We aim to secure that trust by making every r;; {r `df t t i,
election fair,efficient and transparent. Y; . �r� 4 i ;'., T� • c*r i r k r
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have chosen our products because they are simple to use, • . '''' k , s 'e \ - 4,�
economical to buy and respected for quality and v
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reliability,But,our offering only begins with the products, ? �
Personal customer service Is the cornerstone of our 11
business and Is Included with every purchase.Our team Is },is
committed to a successful election for every customer, ,
every time. -
You can read more about our services here, or read on to find out
what else sets us apart.
We Care. . We're Ifdf(ri?'rr We L la me We Keep
As a 1009(,employee-owned fri a0cused. f) dj 6::ac(?tie Each one of our products was Pace.
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OUR HISTORY
A History That Matters - - - r
In 1990,David and Jane Watson set out to make election management software affordable for more
counties in the state of Florida.They designed a software package and Incorporated VR Systems In
1992.The company sold Its first system to Leon County In 1993.With each election,the list of counties i
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using VR Systems software grew steadily.Supervisors throughout the state were now able to conduct �i t,
successful elections with accessible and easy to use software, 1,
In 2004,Hurricane Charley struck Charlotte County,Florida,which displaced many voters and
rendered polling places unavailable.The Department of State asked VR Systems to put together an "1';M I°i '
Page 1183 of 1614
http://www.vrsystems.com/About-Us 10/12/2016
About Us Page 2 of 2
electronic poll book system that enabled voters to check in and cast their ballots without long lines.The •':.r
ideas generated from that experience were patented and developed Into the EVID Electronic Voter
Identification system.Today,that system is used in over 50 counties.
From 2003 through 2007,the voter registration and election management software was Installed in some of the largest counties in Florida,including Broward
and Miami Dade Counties,each with over a million registered voters.
During that same time,VR Systems'developers were working hard to keep up with the technological sophistication of voters,candidates and users.More and
more voters expect to look online to find their polling place,voter status,and candidate information.As a result,VR Systems began offering a Candidate Web
Service,Precinct Finder,county web site hosting;and ultimately,Web Focus,which allows each county staff to maintain Its own web site.
Today,VR Systems continues to work with elections staff at all levels to create software and provide services that enable Supervisors of Elections to conduct
efficient,transparent elections.
VR Systems Is an Employee-Owned Company
VR Systems sets Itself apart from other elections management software firms by being an Employee-Owned Company.This Is an important reason why we are
able to create the best products,maintain the best relationships with our clients and develop the best new Ideas to keep our software moving toward the future,
• VR Systems started as a family-owned business in 1992,when Jane and David Watson first Incorporated and began producing election management
software for Florida voters,As the number of Florida counties using VR software grew,Jane and David realized that they needed a larger vision for their
company.As a result of that vision,In 2010 VR Systems became an employee-owned company.
• By sharing ownership within the company,VR has been able to use the talent and energy of everyone on the staff to build and maintain Its products.
With shared-responsibility and decision-making,everyone is motivated to make the best software and give the best customer service.
All of us at VR Systems are committed and Invested In building strong connections to our customers.,,providing you with a personal approach that is unmatched
anywhere.
VR Systems Inc. • 2840 Remington Green Cir•Tallahassee, Ft.32308•Phone:850-668-2838• Fax: 850-668-3193
Page 1184 of 1614
http://www.vrsystems.com/About-Us 10/12/2016
Our Services Page 1 of 2
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We are 100% Employee Owned
S Y S T E M S
Serving Supervisor of Elections Offices
Home Our Products Our Services About Us User Community Media Press Kit Contact Us
Customer Service
With VR Systems, everything's included...including us.
VR Systems has been dedicated to the elections community since 1992 and we will continue to
offer dependable solutions and a high level of service to our customers.
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VR Systems Is here to help you-8 to 5:30 EST every working day throughout the year,with
extended hours during the election season.Our customer service representatives are
knowledgeable and can provide fast responses to all your VR Systems product questions,And
because we are committed to constantly Improving our products,we are listening to you.We
utilize a call tracking system,so that we can monitor which problems are trending In our
customer calls,Then,we take action to resolve those problems quickly.
Our Voter Focus Customers • Our EVID Customers • Our VR Tower Customers
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informed on the latest software changes quality products and service.
With yearly user roundtables and that are made as a result of the latest
conferences,we encourage election election lava,; We alert you to upcoming
officials from across the state to network election events,such as book closing,
and exchange ideas and solutions and and give you direction on how to best use
to share resources.We encourage user our suite of products to help you meet
feedback and we take your product your deadlines and staffing goals.
suggestions seriously,
peveloo a Future with VR Systems
VR Systems Inc.•2840 Remington Green Cir•Tallahassee,FL 32308•Phone:850-668-2838• Fax: 850-668-3193
Page 1185 of 1614
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Page 1186 of 1614
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Candidate Financial Reporting Service, License, Maintenance
and Support Agreement
between
VR Systems, Inc
284o Remington Green Circle
Tallahassee, FL 32308
and
City of Miami Beach
Office of the City Clerk
1700 Convention Center Drive
Miami Beach, FL 33139
lof9- 8/11/2016
Page 1187 of 1614
R -
System License. VR Systems, Inc. ("VRS") hereby grants to the City of Miami
Beach, FL, Office of the City Clerk (the "Customer") , and Customer hereby accepts
from VRS, subject to all the terms, covenants, conditions, and limitations set forth in
this "System License and Maintenance and Support Agreement", its cover sheet, and
all Exhibits attached hereto (collectively the "Agreement"), a non-exclusive,
nontransferable, indivisible, revocable right and license (the "License") to use and
access the VRS' online Candidate Financial Reporting developed and owned by
VRS, including all releases, enhancements, customizations, and other changes
thereto, (the "Service").
i) Exhibits.
Attached and made a part hereof for all purposes are the following Exhibits:
Exhibit A Fee Schedule
Exhibit B: Project Management Plan
In the event of a conflict between the provisions of this Agreement and the provisions
of any Exhibit, the provisions of this Agreement shall control.
2) Service Outline. The Service serves HTML web pages that provide a way for
candidates and political committees to create and submit financial reports by
entering their expenditures and expenses online. These reports can then be printed
out for delivery by the candidate or political committee to the Customer or, if the city
has opted for electronic filing, reports can be submitted to the Customer
electronically. Submitted reports accepted by the Customer can be released for
viewing by clerk's staff for members of the public who visit the Customer's website.
The public may access the reports via a link on Customer's web site using a standard
web browser. The Service is hosted by VRS on a secure site. The software that enables
the candidates to create their financial reports, the software that allows the City to
administer the reports and the software that allows the public to view and search the
reports is a software product that is proprietary to VRS. The CFR system also
supports the optional inclusion of pdfs of prior financial reports submitted on paper,
biographical data and a photo for each candidate/committee, which is displayed to
the public along with online financial reports that have been filed with the Customer.
VRS will keep the service compliant with Florida State statute and Rule changes
without additional charge to the Customer.
Local municipal statutory requirements change from time to time and local municipal
rule requirements may require custom-written software changes. Such changes will
be effected depending on reaching mutual agreement on requirements and mutual
agreement between Customer and VRS on customization fees.
3) Host Server. The Candidate Financial Reporting Service is hosted on a high
availability server owned and managed by VRS. The site is comprised of redundant
servers and disk so that the loss of a single component of the web site should not
affect availability. VRS' Web Site is physically located on a secure Web Hosting
Center run by a major telecommunications company and is well protected behind
highly secure firewall technology. To ensure the highest availability possible,
uninterrupted power supply and redundant Internet connections are provided by the
telecommunications company.
4) Administration of Host Server system. The Service includes VRS
administration of the web site servers and network infrastructure. Server systems
will be maintained up-to-date for security purposes. VRS may change the
-2 of 9- 8/11/2016
Page 1188 of 1614
R
configuration of the web site servers and network infrastructure at its sole
discretion. Administration will include close monitoring of the web site at peak
periods to ensure critical services are maintained. During peak periods VRS will
work directly with the customer to ensure the most critical information can be rapidly
retrieved by the public.
5) Disk Space. Customer may use up to 2 GB (gigabytes) of disk space resources
for the database on the Web Site hosted by VRS. If Customer uses over 2 GB
Customer will have 15 days to either find another provider or will have to pay
supplemental fees for additional disk storage space. Customer will be notified by e-
mail.
6) Backup of the Host Web Site. The host web site will be backed up regularly
such that the site could be restored in the event of a catastrophic disk failure.
7) Transition Services. Unless explicitly provided for in this agreement, VRS
does not provide migration of existing Candidate Financial Reports data to the VRS
hosted Web Site..
8) Documentation. Documentation will be provided to Customer in electronic
format.
9) Training Services. VRS will provide documentation and 2 hours training by
phone Customer's staff for setup.
io) Telephone Support.VRS will provide telephone support to members of
Customer's staff for the administration of the candidates' reports. No training or help
will be provided to candidates.All inquiries and requests for support must come
directly from members of the Customer's staff.
ii) No Warranty. The Service is provided on an "as is available"basis. VRS gives
no warranty, expressed or implied, for the Service, including without limitation,
warranty of merchantability and warranty of fitness for a particular purpose. This `no
warranty' expressly includes any reimbursement for losses of income or damages due
to disruption of Service by VRS or its providers beyond the fees paid by Customer to
VRS for services.
12) Confidentiality. All information regarding Customer's business operations,
business systems, and related confidential matters furnished or disclosed to VRS in
the course of the negotiation and implementation of this Agreement shall be held in
confidence by VRS, unless such information was previously known by VRS free of any
obligation to keep it confidential, or has been, or is subsequently, made public by
Customer or a third party lawfully in possession of such information, or unless such
information is in the public domain. VRS agrees and understands that candidates'
financial data is confidential until submitted and VRS hereby agrees that these
records will not be used for any other purpose than those specified in this Agreement
and by the Customer. These records will not be copied nor will any person be allowed
to extract any information from these records without the consent of the Customer.
Customer agrees to similarly treat any information provided to it by VRS and to
instruct its employees who will work with the System about the restrictive covenants
and conditions of this Agreement and about the safeguarding, security, and copying
requirements hereinafter discussed. Notwithstanding any portion of this Agreement
to the contrary, the provisions of State law, constitutional or statutory, pertaining to
public records and open government ("government in the sunshine"), and any cases
construing such law, shall prevail over the provisions of this Agreement.
-3 of 9- 8/11/2016
Page 1189 of 1614
\i/R-*
The parties believe that VRS is a private entity and not an agency, or acting as an
agency, and its internal communications, documents, information and proprietary
and trade secrets (collectively "proprietary information") are not public records. VRS
shall, with respect to any public records it maintains in connection with this
Agreement, comply with the provisions of Fla. Stat. 119.0701. VRS shall notify
Customer of any public records reauest it may receive and shall cooperate with
Customer in the determination of which, if any. requested public records are exempt
or confidential, and that must not be disclosed except as authorized by law. See also
Section 22.
13) Limitation of Actions and Liability. The parties agree that no action may be
instituted hereunder more than one (1)year after the cause of action occurred or
should have been discovered by reasonable due diligence of Customer or VRS. THE
LIABILITY OF VRS TO CUSTOMER FOR PERFORMANCE OF THE SYSTEM IS
LIMITED TO THE ABOVE WARRANTY ON THE WEB HOSTING SERVICE AND
WEB DESIGN PACKAGE PROVIDED BY VRS. In no event shall VRS be liable for
any damages or remedies that might otherwise arise out of this Agreement or the use
of the System, including, but not limited to: (a) general, special, indirect, incidental,
foreseeable, normal, or consequential damages; (b) lost profits, loss of savings, loss of
data or information, business interruption, finance charges, increased costs of doing
business, reliance on any promise or premise; and (c) damages arising under any
warranty, negligence, or breach of contract claims of customer against VRS. In any
event,VRS'liability for damages under any theory or form of action shall not exceed
the total amount paid by Customer under this Agreement to VRS as itemized in
"Exhibit A" (exclusive of out-of-pocket reimbursements and the Annual Renewal
Fee).
14) Term of Service. The Term of the Web Hosting Service is one year from
Commencement Date, but only so long as Customer is not in breach of, or in default
under this Agreement and any renewals thereof. The Commencement Date is the date
the Customer is given access to Customer's initial VRS startup CFR web service.
Annual renewal of the Service is automatic unless a written notice of cancellation is
given by either party at least 4 weeks in advance of a renewal date. Upon completion
or cancelation of the agreement, VRS shall provide all City data residing in its
possession to the City in either hard copy or electronic readable format.
15) Use Restrictions. Customer is restricted to using the CFR Service exclusively
for Candidate and Committee Financial Reporting in the customer's own jurisdiction.
Customer may not use the System to process the data of another city or county or any
other governmental entity nor for any commercial purpose.
16) Fee for Annual Renewal of Service. The renewal date is the one year
anniversary of the Commencement Date or a subsequent renewal of the Service,
whichever is later. Annual renewal fees shall be invoiced at least one month before
the renewal date. Annual renewal fee must be paid by renewal date or the Service may
be interrupted and possibly terminated. Fee for first renewal of the Service is shown
in Exhibit B. The fee in subsequent years may change.
17) Late Charges. Interest on any overdue payments owed by Customer under this
Paragraph, or under any other Paragraph of this Agreement, shall be charged and
invoiced for as provided for in the Florida Prompt Payment Act, Sections 218.71-79,
Florida Statutes, as amended.
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i8) Progress Reports/Meetings. VRS and Customer shall, within thirty (30)
days of this Agreement signing,jointly develop a Project Management Plan, "Exhibit
B", which shall be attached to this Agreement as "Exhibit B", detailing tasks to be
performed, responsibility for the accomplishment of each task, and a deadline for
each task. Customer and VRS will conduct meetings to review progress on a regular
basis, with the schedule to be jointly determined.
19) Customization. In the event Customer requests consulting support or
customization of the System which support or modifications are beyond the scope of
VRS' obligations under this Agreement Customer shall notify VRS in writing of its
needs for such support or customization. Should VRS agree to perform such
consulting, support or customization, all such work requested by Customer will be
provided by VRS at VRS'then current rates for these services. In addition, Customer
shall reimburse VRS for all reasonable travel and living expenses incurred by
consultants and employees of VRS in implementing such services at rates statutorily
allowed within Florida law for State employees.
2o) Data Protection. While VRS shall make every reasonable effort to protect data
for Customer on a regular basis, VRS is not responsible for Customer's files residing
on VRS' equipment. Customer is solely responsible for independent backup of data
stored on VRS' server and network.
21) No infringement. Customer hereby agrees that any material submitted to
Customer's web site and all domain names will not violate or infringe any copyright,
trademark, patent, statutory, common law or proprietary rights of others, or contain
anything libelous, harmful or unethical. Unethical materials and uses include,but are
not limited to pornography, obscenity, nudity, violations of privacy, computer
viruses, hacking, warez, MP3s and any harassing and harmful materials or uses.Any
potentially illegal or unethical activity may be deactivated without warning by VRS.
Customer hereby agrees to indemnify and hold harmless VRS for any claims resulting
from the submission of illegal or unethical materials.
22) No Liability for Privacy of Information. Due to the public nature of the
Internet, all information should be considered publicly accessible, and important or
private information should be treated carefully by Customer. VRS is not liable for
protection or privacy of information transferred through the Internet or any other
network provider that customers may utilize.
23) Changes in Terms and Conditions. VRS may change the terms and
conditions of this Agreement. Customer will be notified in writing of the changes to
the agreement 120 days before the Renewal Date. Payment of the Renewal Fee will be
construed as acceptance of the changes to the Agreement.
24) Arbitration/Mediation. If a dispute arises out of or relates to this Agreement,
or the breach thereof, and if said dispute cannot be settled through direct discussions,
the parties agree to first endeavor to settle the dispute in an amicable manner by
mediation administered by the American Arbitration Association under its
Commercial Mediation Rules, before resorting to arbitration.Thereafter, any
unresolved controversy or claim arising out of or relating to this Agreement, or
breach thereof, shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration Rules, and
judgment upon the Award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. Mediation and arbitration shall be sought in Customer's
County. In such cases the parties shall evenly split the cost of any mediator(s) or
arbitrator(s) used in such proceedings. The decision of the arbitrator shall be binding.
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11.'14--
Any settlement entered into outside a court of competent jurisdiction shall be
committed to writing and signed by both parties.
25) Taxes and Duties. Customer is currently a tax-exempt entity and is not liable
for any sales, service, use, excise, lease, or similar taxes. However, should this status
change Customer agrees that it and not VRS will be liable for and promptly pay any
such taxes or duties that may become due as a consequence of this Agreement.
26) Use of Customer's Name. Customer agrees that VRS may include Customer's
name in any complete or partial listing of VRS Customers, for VRS' own marketing
efforts, at VRS' sole discretion.
27) Force Majeure. Neither party shall be responsible to the other for
nonperformance due to acts of God, fire, flood, hurricane, epidemic, acts of
government, wars, riots, civil unrest, strikes, accidents in transportation, or other
causes beyond the control of the parties.
28) Section and Paragraph Heading. Section and paragraph headings used
throughout this Agreement are for reference and convenience and in no way define,
limit, or describe the scope or intent of this Agreement or affect its provisions.
29) Multiple Copies or Counterparts of Agreement. The original and one or
more copies of this Agreement may be executed by one or more of the parties hereto.
In such event, all of such executed copies shall have the same force and effect as the
executed original, and all of such counterparts, taken together, shall have the effect of
a fully executed original.
3o) Non-appropriation of funds. All funds for payment by Customer under this
Agreement are subject to the availability of an annual appropriation for this purpose
by Customer. In the event of non-appropriation of such funds by the Customer for
the services provided under this Agreement, Customer shall terminate the
Agreement, without termination charge or other liability, on the last day of the then-
current fiscal year or when the appropriation made for the then-current year for the
services covered by this Agreement is spent, whichever event occurs first. If at any
time funds are not appropriated for the continuance of this Agreement, cancellation
shall be accepted by VRS with thirty (30) days prior written notice, but failure to give
such notice shall be of no effect and Customer shall not be obligated under this
Agreement beyond the date of termination.
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1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
manner and form sufficient to bind them as of the date signed by the last party to
sign this Agreement as indicated below.
City of Miami Beach
By: Date:
Jimmy L. Morales, City Manager
APPROVED AS TO LEGAL FORM AND CORRECTNESS:
By: Date:
Raul J. Aguila, City Attorney
ATTEST:
By: Date:
Rafael E. Granado, City Clerk
VR Systems, Inc.
By: Date:
Mindy J. Perkins, CEO, VR Systems, Inc.
ATTEST:
By: Date:
Print Name:
Title:
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v R
For City of Miami Beach, FL, Office of City Clerk
Exhibit A -Fee Schedule for Candidate Financial Reporting Service
Candidate Financial $ 4,673
Reporting Service initial
fee, implementation and
training
Training (2 hours)
First Annual Renewal of $ 2,500
Service Fee
Annual Renewal of Service Fee is due on the one year
anniversary of the Commencement Date or a subsequent
renewal of the Service, whichever is later. (The
Commencement Date is the date the Customer is given
access to Customer's initial VR Systems'startup Candidate
Financial Reporting Service.)
Prices in effect until 10/31/2016
Payment Terms: 50% due upon execution of final Agreement and 50% of the Payment is
due upon completion of installation.
By: Date:
Rafael E. Granado, City Clerk
By: Date:
Mindy J. Perkins, CEO,VR Systems, Inc.
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Exhibit B
Project Management Plan Progress Reports/Meetings. VRS and
Customer shall, within thirty(3o) days of this Agreement signing, each appoint a
project manager and jointly develop a Project Management Plan, "Exhibit B",
which shall be attached to this Agreement as "Exhibit B", detailing tasks to be
performed, responsibility for the accomplishment of each task, and a deadline for
each task. Customer and VRS will conduct meetings to review progress on a
regular basis, with the schedule to be jointly determined.
1. Questionnaire delivered for Supervisor of Elections staff to itemize requirements
2. Timeline of implementation to be agreed upon
3. Date of training to be agreed upon
4. Starter service available to Customer.
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