Candidate Financial Reporting Service Agreement with VR Systems, Inc .. 2016, - Z96 IH
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Candidate Financial Reporting Service, License, Maintenance
and Support Agreement
between
VR Systems, Inc
2840 Remington Green Circle
Tallahassee, FL 32308
and
City of Miami Beach
Office of the City Clerk
1700 Convention Center Drive
Miami Beach, FL 33139
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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
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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.
10) 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.
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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 request 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(i)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's or the Customer's 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 for for in the Florida Prompt Payment Act, Sections 218.71-79,
Florida Statutes, as amended.
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. 18) Progress Reports/Meetings. VRS and Customer shall,within thirty(3o)
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.
20) 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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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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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.
Ci of Miami , each
By: i■ ■ Date:' ' /7-511.6,
Jimmy 17,7ia i', , an. _
APPROVED ' r TO LEGAL FORM AND CORRECTNESS:
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By: / ' � Date: '�
IPAguila City Attorney
ATTEST:
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By: .e ,. . 'q ,l�:te: 10/z.. /1
Rafae i G ranado, City Clerk = ��
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0• * I:INCORP ORATED:
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VR Systems, Inc. �y��' .•''\ —
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By: l ,, ,SkAmn Date: l(( it
Min y J. •rkins, CEO,VR Systems, Inc.
ATTEST:
By: c(t )` 6----C Date: /(2//6
Print Name: 494,p i c Jt 4- ge- i-f-
Title: /qCC.0.,.-1 i--,'A.y MIX:At 5/`lt.1<<.ln -17-ei
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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 to/31/2016
Payment Terms: 50%due upon execution of final Agreement and 50%of the Payment is
due upon completion of installation.
By: Date: I /2.8-
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Raf 1 E. anado, City Clerk
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By: Date: (4(k
Min•y J. l' •.kins, CEO,VR Systems, Inc.
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Exhibit B
Project Management Plan Progress Reports/Meetings. VRS and
Customer shall,within thirty(30)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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