Agenda 10/11/2011 Item #16C31
10/11 /2011 Item 16.C.3.
Recommendation to approve a waiver of formal competition and approve contract number 11- 5M
with N. Harris Computer Corporation for Department of Utility Billing Services Integrated
Software System in an annual amount not to exceed $140,000.
oBJECTIVE. Approve contract number 11 -5698 with the N. Harris Computer Corpormion to
continue utilizing the inHANCE Utility Billing Services Integrated Software System for
water /wastewater, services in an annual amount not to exceed $140,000.
CONSIDERATIONS: The Board of County Commissioners (Board) approved contract number
00 -3113 with IMSoftTech on June 26, 2001, agenda item 16C3, to purchase the inHANCE
Utility Billing Services Integrated Software system for water/wastewater services. The contract
also included provisions for annual maintenance, licensing, and technical services. IMSof Tech
was the original owner of the inHANCE billing software. On December 14, 2004, agenda. item
16137, the Board approved reassignment of contract number 00 -3113 to N. Harris Computer
Corporation, which acquired iMSof Tech. The company is now known as N. Harris Computer
Corporation (Harris). The original contract was for a five -year period with a five -year renewal
expiring on June 25, 2011. Public Utilities staff initiated renewal of these services prior to
January 2011. There are no pending open work orders; however, there is a necessary version
upgrade that must be enabled pending this contra renewal in order to effect outstanding
enhancements. The new contract is for a five -year period with a five -year renewal. in working
through the renewal process with Purchasing, staff came to the conclusion that this was a single
source agreement for the Harris Corporation's business software platform. The contract
essentially provides for maintenance, user licensing, and programming resources for new and
emerging modules and upgrades to further improve efficiencies and integration.
The Public Utilities Division (PM) has been satisfied with the performance of the utility billing
software and with the services provided by Harris. Since the software was implemented in 2003,
the PUD has enhanced the performam;e of the inHANCE billing software by adding additional
modules, including iWeb, .a hosted Payment Card Industry Data Security Standard (PCI DSS)
compliant software system to accept credit card payments via the Internet; and the Saton
addressing verification software. The PUD also improved reporting services and modified
software code to meet unique county business needs, and improve efficiencies.
The inHANCE utility billing software is a dynamic software system currently connected to many
applications via existing system interfaces within the Board's Agency, the Clerk of Courts, our
bill print and mail vendor, and outside financial institutions (see Appendix A). The Harris
inHANCE software system provides information to the BCC's financial system (SAP) and
follows generally accepted accounting practices; is a viable system and can be fully utilized to
serve the integrated billing software needs of the PUD. This agreement is compatible with the
short and long term goals of enterprise asset management. Contract number 11 -5698 includes
three main componaits:
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10/11/2011 Item 16.C.3.
1. licensing, including concurrent user licenses (for Utility Billing staff) and seat licenses
based on the number of active accounts in the system;
2. maintenance, which provides access to technical experts in the event of system failures,
and for general annual maintenance (including software version upgrades); and
3. hourly rates for design and coding modifications of existing software functionality,
technological product consulting and testing, product training, report writing services,
and enhancing quality assurance /quality control and internal controls
The primary expense for this contract is annual maintenance of software and licensing. Only the
software manufacturer can provide licensing to its software. In addition, only the software
manufacturer can provide software maintenance since maintenance includes future releases.
Staff is requesting a waiver of formal competition under Section V(C) of the Purchasing Policy.
The annual amount estimated not to exceed $140,000 includes an annual maintenance fee of
approximately $85,000, licensing costs of approximately $15,000 to accommodate additional
accounts for new customers, and approximately $40,000 for technical programming services
within the existing software configurations that lead to more efficient and automated processes.
Monies will only be expended for enhancements that are clearly tested as improvements to
QA/QC, internal controls, and improved documents requested by Collier County customers.
Rates will be held for four years from the contract execution date. After that date, rate increases
are limited to 75 percent of the February South Urban Consumer Price Index (CPI). Over any
two year period, the cumulative increase shall not exceed five percent per year.
FISCAL IWACT: Maintenance costs of approximately $85,000 and license costs of $15,000 are
included in the FY2012 Budget in the Water -Sewer District Operating Fund 408; costs of
approximately $40,000 for technical programming services are budgeted in Capital Projects
Funds 412 and 414.
LEGAL CONSIDERATIONS: This item was reviewed by the County Attorney's Office, requires
majority vote, and is legally sufficient for Board action. — CMG
GROWTH MANAGEMENT IlVIPACT: There is no growth management impact associated with
this action.
RECOMMENDATION: That the Board of County Commissioners, as Ex- officio the Governing
Board of the Collier County Water -Sewer District approve a waiver of formal competition and
approve contract number 11 -5698 with N. Harris Computer Corporation for the inHANCE
Utility Billing Services Integrated Software System for water /wastewater services in an annual
amount not to exceed $140,000, and authorize the Chairman to sign the contract, after review by
the County Attorney. The new contract is for a five -year period with a five -year renewal.
PREPARED BY: Teresa Riesen, Revenue Manager, Utility Billing and Customer Service, Public
Utilities Division
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10/11/2011 Item 16.C.3.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.C.3.
Item Summary: Recommendation to approve a waiver of formal competition and
approve contract number 11 -5698 with N. Harris Computer Corporation for Department of
Utility Billing Services Integrated Software System in an annual amount not to exceed $140,000.
Meeting Date: 10/11/2011
Prepared By
Name: debbie chinn
Title: Administrative Assistant,Utilities Finance Operations
9/21/2011 10:10:03 AM
Submitted by
Title: Manager - Revenue,Utilities Finance Operations
Name: RiesenTeresa
9/21/2011 10:10:04 AM
Approved By
Name: Joseph Bellone
Title: Manager - Utility Billing & Cust Serv.,Utilities Finance Operations
Date: 9/21/2011 10:44:12 AM
Name: HapkeMargie
Title: VALUE MISSING
Date: 9/21/2011 11:07:51 AM
Name: RiesenTeresa
Title: Manager - Revenue,Utilities Finance Operations
Date: 9/21/2011 12:45:58 PM
Name: AxelrodBarry
Title: Director - Information Technology,Information Technology
Date: 9/21/2011 3:37:32 PM
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10/11/2011 Item 16.C.3.
Name: WidesTom
Title: Director - Operations Support - PUD,Utilities Fina
Date: 9/22/20119:33:30 AM
Name: WardKelsey
Title: Manager - Contracts Administration,Purchasing & Ge
Date: 9/22/2011 12:24:04 PM
Name: CarnellSteve
Title: Director - Purchasing /General Services,Purchasing
Date: 9/23/2011 7:48:02 AM
Name: YilmazGeorge
Title: Director - Wastewater,Wastewater
Date: 9/29/2011 11:40:28 AM
Name: GreeneColleen
Title: Assistant County Attorney,County Attorney
Date: 9/29/20112:50:21 PM
Name: KlatzkowJeff
Title: County Attorney,
^ Date: 9/30/20112:47:03 PM
Name: UsherSusan
Title: Management/Budget Analyst, Senior,Office of Manage
Date: 10/4/2011 8:13:42 AM
Name: IsacksonMark
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 10 /4/2011 11:41:20 AM
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10/11/2011 Item 16.C.3.
AGREEMENT #11 -5698
for
Department of Utility Billing Services Integrated Software System
THIS AGREEMENT, made and entered into on this day of 2011, by and
between N. Harris Computer Corporation, authorized to do business in the State of Florida,
whose business address is 1010 WSW Loop 323, Tyler, Texas 75701, hereinafter called the
"Contractor" and Collier County, a political subdivision of the State of Florida, Collier
County, Naples, hereinafter called the "County ":
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence on the date of the issuance of a
Notice to Proceed.
The contract shall be for a five (5) year period, commencing on the date of the issuance
of a Notice to Proceed and terminating sixty (60) months thereafter.
The County may, at its discretion and with the consent of the Contractor, renew the
Agreement under all of the terms and conditions contained in this Agreement for an
additional five (5) year period. The County shall give the Contractor written notice of
the County's intention to extend the Agreement term not less than ten (10) days prior to n
the end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide software, training,
modification, conversion, maintenance and implementation in accordance with Exhibit
A and Exhibit B and related Schedules, attached herein and made an integral part of
this agreement. This Agreement contains the entire understanding between the parties
and any modifications to this Agreement shall be mutually agreed upon in writing by
the Contractor and the County project manager or his designee, in compliance with the
County Purchasing Policy and Administrative Procedures in effect at the time such
services are authorized.
3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of
this Agreement in accordance with Exhibits A and B, along with attached Schedules,
including Schedule E, "Fees ", subject to Change Orders as approved in advance by the
County. Payment will be made upon receipt of a proper invoice and upon approval by
the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats.,
otherwise known as the "Local Government Prompt Payment Act ".
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3.1 Payments will be made for services furnished, delivered, and accepted, upon
.-� receipt and approval of invoices submitted within six (6) months after the date
of services. Any untimely submission of invoices beyond the specified deadline
period is subject to non - payment under the legal doctrine of "laches" as
untimely submitted. Time shall be deemed of the essence with respect to the
timely submission of invoices under this agreement.
Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats.
Reimbursements shall be at the following rates:
Mileage
$0.445 per mile
Breakfast
$6.00
Lunch
$11.00
Dinner
$19.00
Airfare
Actual ticket cost limited to tourist or
coach class fare
Rental car
Actual rental cost limited to compact or
standard -size vehicles
Lodging
Actual cost of lodging at single
occupancy rate with a cap of no more
than $150.00 per night
Parking
Actual cost of parking
Taxi or Airport
Limousine
Actual cost of either taxi or airport
limousine
Reimbursable items other than travel expenses shall be limited to the following:
telephone long- distance charges, fax charges, photocopying charges and postage.
Reimbursable items will be paid only after Contractor has provided all receipts.
Contractor shall be responsible for all other costs and expenses associated with
activities and solicitations undertaken pursuant to this Agreement.
4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the
performance of the Work. Collier County is exempt from sales tax under Florida
Statutes, Chapter 212, and from federal excise tax.
5. NOTICES. All notices from the County to the Contractor shall be deemed duly
served if mailed or faxed to the Contractor at the following Address:
Debra Laskowski
N. Harris Computer Corporation
1010 WSW Loop 323
Tyler, TX. 75701
Phone: 903 - 535 -8222
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Fax: 903 -535 -9967
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, Purchasing/ GS Director
Telephone: 239 - 252 -8371
Fax: 239- 252 -6584
The Contractor and the County may change the above information at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
6. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating
a partnership between the County and the Contractor or to constitute the Contractor as
an agent of the County.
7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment
for all such permits issued by the County shall be processed internally by the County.
All non - County permits necessary for the prosecution of the Work shall be procured
and paid for by the Contractor. The Contractor shall also be solely responsible for
payment of any and all taxes levied on the Contractor. In addition, the Contractor shall
comply with all rules, regulations and laws of the County, the State of Florida, or the
U. S. Government now in force or hereafter adopted. The Contractor agrees to comply
with all laws governing the responsibility of an employer with respect to persons
employed by the Contractor.
8. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, county or municipal
ordinance, rule, order or regulation, or of any governmental rule or regulation now in
effect or hereafter enacted or adopted. In the event of such violation by the Contractor
or if the County or its authorized representative shall deem any conduct on the part of
the Contractor to be objectionable or improper, the County shall have the right to
suspend the contract of the Contractor. Should the Contractor fail to correct any such
violation, conduct, or practice to the satisfaction of the County within twenty -four (24)
hours after receiving notice of such violation, conduct, or practice, such suspension to
continue until the violation is cured. The Contractor further agrees not to commence
operation during the suspension period until the violation has been corrected to the
satisfaction of the County.
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9. TERMINATION.
A. Termination for Cause: Should the Contractor be found to have failed to
perform his services in a manner satisfactory to the County as per this Agreement, the
County must notify the Contractor in writing of such a default (a "Default Notice ").
Upon receipt of a Default Notice, the Contractor must either correct the default at no
additional cost to the County, or if the Contractor fails to correct the default within
thirty (30) days following receipt of the Default Notice, the County may terminate said
agreement for cause;
B. Termination for Convenience: The County may terminate this Agreement for
convenience with a thirty (30) day written notice. In the event of Termination for
Convenience, Contractor will be compensated for all software installed, all services
performed and all other costs incurred in accordance with this Agreement up to and
including the date of termination. The Contractor shall not be entitled to any other or
further recovery against the County, including, but not limited to, any damages or any
anticipated profit on portions of the services not performed.
10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $500,000
Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include Premises and Operations; Independent
Contractors; Products and Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property
Damage Liability. This shall include: Hired and Non -Owned Vehicles and
Employee Non - Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory
Limits in compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000
for each accident.
Syecial Requirements: The County Government shall be listed as the Certificate
Holder and included as an Additional Insured on the Comprehensive General
Liability Policy.
r� Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Contractor during the duration of this Agreement. Renewal
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certificates shall be sent to the County ten (10) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Contractor shall insure that all subcontractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide
County with certificates of insurance meeting the required insurance provisions.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless the County, its officers and employees
from any and all liabilities, damages, losses and costs, including, but not limited to,
reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of the Contractor or anyone employed
or utilized by the Contractor in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or reduce any other
rights or remedies which otherwise may be available to an indemnified party or person
described in this paragraph.
This section does not pertain to any incident arising from the sole negligence of the
County.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Utility Billing and Customer Service Department.
n
14. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner
with the performance of services required hereunder. Contractor further represents
that no persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Insurance Certificate, Exhibit A, Exhibit B, Exhibit C, Schedule
A, Schedule A2 -D, Schedule B, Schedule C, Schedule D and Schedule E.
16. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between
the parties herein that this agreement is subject to appropriation by the Board of County
Commissioners.
17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee,
service or other item of value to any County employee, as set forth in Chapter 112, Part
III, Florida Statutes, The County Ethics Ordinance No. 2004 -05, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition by the individual, firm, and/ or any
employee of the firm from contact with County staff for a specified period of time; b.
Prohibition by the individual and/or firm from doing business with the County for a
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specified period of time, including but not limited to: submitting bids, RFP, and /or
quotes; and, c. immediate termination of any contract held by the individual and /or
firm for cause.
18. IMMIGRATION LAW COMPLIANCE. Statutes and executive orders require
employers to abide by the immigration laws of the United States and to employ only
individuals who are eligible to work in the United States.
18.1 The Employment Eligibility Verification System (E- Verify) operated by the
Department of Homeland Security (DHS) in partnership with the Social Security
Administration (SSA), provides an Internet -based means of verifying employment
eligibility of workers in the United States; it is not a substitute for any other employment
eligibility verification requirements.
18.2 Contractors are required to enroll in the E- Verify program, and provide acceptable
evidence of their enrollment. Acceptable evidence consists of a copy of the properly
completed E- Verify Company Profile page or a copy of the fully executed E- Verify
Memorandum of Understanding for the company. Contractors are also required to
provide the County Purchasing Department an executed affidavit attached hereto as
Exhibit C and incorporated herein by reference, certifying they shall comply with the E-
Verify Program.
18.3 Additionally, Contractor shall require all subcontracted vendors to use the E- Verify
system for all purchases not covered under the "Exceptions to the program" clause
above.
18.4 For additional information regarding the Employment Eligibility Verification
System (E- Verify) program visit the following website: http: / /www.dhs.gov /E- Verify.
It shall be the Contractor's responsibility to familiarize themselves with all rules and
regulations governing this program.
18.5 Contractor acknowledges, and without exception or stipulation, shall be fully
responsible for complying with the provisions of the Immigration Reform and Control
Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended and with the provisions contained within this affidavit. Failure by the
Contractor to comply with the laws referenced herein or the provisions of this affidavit
shall constitute a breach of the agreement and the County shall have the discretion to
unilaterally terminate said agreement immediately.
19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. The County
encourages and agrees to the successful proposer extending the pricing, terms and
conditions of this solicitation or resultant contract to other governmental entities at the
discretion of the successful proposer.
20. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or
otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
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21. ADDITIONAL ITEMS /SERVICES. Additional items and /or services may be added to
this contract upon satisfactory negotiation of price by the Contract Manager and
Contractor.
22. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
by this Agreement to resolve disputes between the parties, the parties shall make a good
faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision - making authority and by
County's staff person who would make the presentation of any settlement reached
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an
agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation
shall be attended by representatives of Contractor with full decision- making authority
and by County's staff person who would make the presentation of any settlement
reached at mediation to County's board for approval. Should either party fail to submit
to mediation as required hereunder, the other party may obtain a court order requiring
mediation under section 44.102, Fla. Stat.
Any suit or action brought by either party to this Agreement against the other party
relating to or arising out of this Agreement must be brought in the appropriate federal or
state courts in The County, Florida, which courts have sole and exclusive jurisdiction on
all such matters.
23. KEY PERSONNEL/PROTECT STAFFING: The Consultant's personnel and management
to be utilized for this project shall be knowledgeable in their areas of expertise. The
County reserves the right to perform investigations as may be deemed necessary to
ensure that competent persons will be utilized in the performance of the contract.
Contractor shall assign as many people as necessary to complete the project on a timely
basis, and each person assigned shall be available for an amount of time adequate to meet
the implementation dates mutually agreed to by both parties. Firm shall not change
Project Manager unless the following conditions are met: (1) Proposed replacements have
substantially the same or better qualifications and /or experience, (2) that the County is
notified in writing as far in advance as possible. Firm shall make commercially reasonable
efforts to notify The County within seven (7) days of the change. The County retains final
approval of proposed replacement personnel, which approval shall not be unreasonably
withheld.
24. REMEDIES AND LIABILITIES: The County and the Contractor recognize that
circumstances may arise entitling the County to damages for breach or other fault on the
part of the Contractor arising from this Agreement (including the Exhibits and related
Schedules). The parties agree that in all such circumstances the County's remedies and
the Contractor's liabilities will be limited as set forth below and that these provisions will
survive notwithstanding the termination or other discharge of the obligations of the
parties under this Agreement. This paragraph shall not be construed in any way to alter
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the State's waiver of sovereign immunity or extend the parties' liability beyond the limits
established in Section 768.28, Florida Statutes.
Except for (a) damages arising out of the Contractor's breach of its confidentiality
obligations, (b) damages arising out of the Contractor's intentional misrepresentation,
gross negligence or willful misconduct, (c) damages for bodily injury or damage to real or
tangible personal property, or (d) as specified in the indemnification provisions of Exhibit
A, Section 5.2 "Patent and Copyright Indemnification' of this Agreement, and regardless
of the basis on which the claim is made, whether brought under contract, tort, for
liquidated damages or any other cause of action, the limit of Contractor's liability under
this Agreement for direct damages shall be the lesser of one hundred thousand dollars
($100,000.00) plus the amounts actually paid to Contractor under the Agreement during
the eighteen (18) month period immediately preceding the claim, or (2) two hundred fifty
thousand dollars ($250,000.00). In addition to the foregoing, no party shall be liable to
another for special, indirect, punitive or consequential damages, including lost data or
records, even if the party has been advised that such damages are possible. No party
shall be liable for lost profits, lost revenue, or lost institutional operating savings. The
County may, in addition to other remedies available to them at law or equity and upon
notice to Contractor, retain such monies from amounts due to Contractor as the parties
mutually agree may be necessary to satisfy any claim for damages, penalties, costs and
the like asserted by or against them.
25. "MOST FAVORED" CLIENT: Contractor agrees to treat County as a most - favored client
and specifically agrees that all prices, terms, warranties and benefits granted to County are
comparable to; or better than, equivalent terms having been offered to any other client or
prospective client. If, during the term of this Agreement, the Contractor offers better pricing,
terms, warranties and/or benefits to another client, the Contractor shall be required to
immediately provide the additional terms, warranties and /or benefits to the County.
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IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY, FLORIDA
Dwight E. Brock, Clerk of Courts
By:
Dated:
(SEAL)
a
First Witness
TType /print witneiameT
-- ,-- Se��rr�rWitness
TType /print witness nameT
Approved as to form and
legal sufficiency:
,. -.
ssistant County Attornev
Print Name
Fred W. Coyle, Chairman
N. HARRIS COMPUTER CORPORATION
Contractor
Signature
Ponder Wright, GM, inHANCE Division
Typed signature and title
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Gtis Misr Corxmiy
adriese.,
EXHIBIT C
Immigration Affidavit
Contract: #11 -5698 Department of Utility Billina Services Intearated Software System
This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted
with formal Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Further, Vendors / Bidders
are required to enroll in the E- Verify program, and provide acceptable evidence of their enrollment, at the time of
the submission of the vendor's /bidder's proposal. Acceptable evidence consists of a copy of the properly
completed E- Verify Company Profile page or a copy of the fully executed E- Verify Memorandum of
Understanding for the company. Failure to include this Affidavit and acceptable evidence_ of enrollment in
Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized
alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e)
Section 274A(e) of the Immigration and Nationality Act ( "INA ").
Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A
(e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A (e) of
the INA shall be grounds for unilateral termination of the contract by Collier County.
Vendor attests that they are fully compliant with all applicable immigration laws (specifically to the 1986
Immigration Act and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum
of Understanding with E- Verify and to provide proof of enrollment in The Employment Eligibility Verification
System (E- Verify), operated by the Department of Homeland Security in partnership with the Social Security
Administration at the time of submission of the Vendor's / Bidder's proposal.
Company Name N. Harris Computer Corporation
Print Name Ponder Wright Title GM, inHANCE Division
- -a
Signature
State of /� A7 r3
County of rf
T i ument was signed and acknowledged before me this —day of
2011, by
who has producedl I as identification.
Typepme) f (Type of Identification and Number)
Printed Name of Notary Public'
i
Notary Commission Number /Expiration
JENNIFER A. MARTIN
Notary Public, State of Texas
My Commission Expires 09 -03 -2014
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EXHIBIT A
Licensing and Maintenance
Contract #11 -5698 "Department of Utility Billing Services Integrated Software System"
1. Definitions.
1.1. Application Server Operating System "Application Server Operating System" is
defined as the Microsoft Windows 2008 Server operating system, release 2, 64 -bit.
1.2. Workstation Operating System "Workstation Operating System„ is defined as the
Microsoft Windows XP or Microsoft Windows 7 operating system.
1.3. Data Base Software. "Data Base Software" is defined as the Microsoft SQL Server
2008 data base software.
1.4. Licensed Programs. "Licensed Programs" is defined as those the Contractor
computer software programs, as more particularly described in Schedule A,
Licensed Programs.
1.5. Modifications. "Modifications" are defined as those custom changes to the
Licensed Programs that have been performed by the Contractor for the County.
1.6. Modification Specifications. "Modification Specifications" are defined as the County
approved functional and technical specifications for all Modifications to the
Licensed Programs.
1.7. Application Software. "Application Software" is defined as the Licensed Programs
and the Modifications.
1.8. Other Software. "Other Software" is defined as all other software products that are
required to make the Application Software operational.
1.9. Equipment. "Equipment" is defined as the application server, network equipment,
printers, and microcomputers on which the Application Software, Application
Server Operating System, Workstation Operating System, Data Base Software and
Other Software will be installed and operated. The Equipment shall meet the
minimum specifications generally published by the Contractor for the operation of
the Application Software.
1.10. Network. "Network" is defined as the Equipment, Application Server Operating
System, Workstation Operating System, Data Base Software and Other Software.
1.11. System. The entire computer system ( "System ") is defined as the Application
Software and the Network.
1.12. Application Software Documentation The Application Software documentation
(referred to as "Application Software Documentation ") shall include, but not be ^
limited to, the materials and documentation as set forth in Schedule B, Application
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Software Documentation which accurately represents the operation of the
,..N Application Software. The County shall have the right to reproduce any portion of
the Application Software Documentation for its internal use and have the right for
employees to access the Application Software Documentation from the County's
intranet.
1.13. IWEB MS. "IWEB MS" is defined as the computer code and programs, including
related data files, rules, parameters, and documents licensed to the County. IWEB
MS shall perform the functions defined in Schedule C, IWEB MS Software
Functions.
1.14. IWEB Hosting Environment. "IWEB Hosting Environment" is defined as the
hardware, software, and Internet connections on which the IWEB MS software will
be operated and accessible to the County and the County's customers via the
Internet.
1.15. Customer. "Customer" is defined as any customer of the County or, alternatively,
may be a customer of the Contractor as related to annual cost increases.
1.16. IWEB Hosting Services. "IWEB Hosting Services" is defined as the services
required to enable Customers to access and operate the IWEB MS software in the
IWEB Hosting Environment.
1.17. IWEB Subcontractor. "IWEB Subcontractor" is defined as "Transaction
Warehouse" that will provide the IWEB Hosting Environment, the IWEB MS
software, IWEB Hosting Services, and maintenance of the IWEB Hosting
Environment, IWEB MS software, and IWEB Hosting Services.
1.18. IWEB Hosted System. "IWEB Hosted System" is defined as the IWEB Hosting
Services, IWEB Hosting Environment, IWEB MS, and Implementation Services.
1.19. Inhance. "Inhance" is the utility billing system that the County utilizes to bill
customers. The IWEB MS system will interact with the Inhance system to obtain
customer account information.
1.20. Days. The term "days" as used in this Exhibit shall be defined as calendar days
unless the term "days" is otherwise specified in this Exhibit. If a day is designated
as a "business day" rather than a calendar day and such business day falls on a
County holiday, the time period shall be extended to the next business day.
2.0 License of Application Software. In consideration of the County's prior payment to the
Contractor of license fees for the Application Software under the terms of the original contract
between the County and the Contractor dated September 14, 2001, the Contractor agrees to
grant the County a limited, perpetual, non - exclusive, non- transferable and personal license to
(i) install and operate the serialized copy of the Application Software for the County's internal,
in -house use by up to fifty nine (59) concurrent users and (ii) make copies of the Application
Software for back -up purposes ( "Archival Copies ") and for testing purposes. The County
agrees to affix a conspicuous written label to the Archival Copies which contains the
copyright notice and all other information printed on the original media from which the
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Archival Copies are made. The Contractor retains all rights to the Application Software and
all other works of authorship of the Contractor not expressly granted in this Exhibit.
2.1 The Contractor represents and warrants to the County that the Contractor is the
sole owner of the Application Software and has the exclusive right to grant the within license
to the County. It is understood that there are no on -going license fees associated with the
use of the Application Software apart from the extension of concurrent user licenses,
additional account records or addition of new modules not licensed under this Exhibit.
2.2 This license is not a sale of the original Application Software or any copies. The
Contractor retains the ownership of the Application Software and all subsequent copies of the
Application Software made by the County, regardless of the form in which the copies may
exist. The Application Software, the accompanying written manuals and Application Software
Documentation distributed with the Application Software, and the Archival Copies are
copyrighted works of authorship of the Contractor or its supplier and may not be copied,
reproduced, modified distributed or transferred, by any means or in any form, without the
express written permission of the Contractor, except as expressly provided herein. Any
unauthorized copying or use of the Application Software or Application Software
Documentation is a violation of this Exhibit and may also constitute a violation of the U.S.
Copyright Act for which the County could be liable in a civil or criminal action.
2.3 The County may physically transfer the Application Software from the designated
server to another server or computer system, provided the Application Software is operated
only on one production server at a time. The County shall not be charged any additional fees
or maintenance charges if the County transfers the Application Software to another server or
computer system. The County may not electronically transfer the Application Software or
operate it or any portion thereof in a timesharing or service bureau operation. The County
may not translate, modify, adapt, disassemble, de- compile or reverse engineer the
Application Software, or create derivative works based on the Application Software or
Application Software Documentation or any portions thereof, except as expressly provided
herein.
2.4 The Application Software is provided for use in the County's internal commercial
business operations only and must remain at all times upon premises owned or leased by the
County, unless otherwise agreed upon in writing by the parties. Except as expressly
provided herein the County may not rent, lease, sub - license, sell, assign, distribute, pledge,
transfer, encumber, or otherwise dispose of the Application Software or Application Software
Documentation or any rights granted to the County herein, on a temporary or permanent
basis, without the prior written consent of the Contractor, which shall not be unreasonably
withheld.
3.0 Application Software Price. The Application Software license granted to the County
includes a fifty nine (59) concurrent user license and up to seventy thousand (70,000) active
billing customers in the database. The cost to increase the number of active billing
customers shall be ten thousand dollars ($10,000.00) per ten thousand (10,000) additional
active billing customers, and shall remain at ten thousand dollars ($10,000.00) per ten
thousand (10,000) additional active billing customers until four (4) years after the contract
execution date. After that date, the cost to increase the base rate of ten thousand dollars
($10,000.00) per ten thousand (10,000) of active billing customers shall not exceed seventy �-•.
five percent (75 %) of the February South Urban Consumer Price Index (CPI) for the next
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year. Over any two (2) year period, the cumulative increase shall not exceed five (5) percent
per year.
3.1 The cost to increase the number of concurrent user licenses shall be seven hundred fifty
dollars ($750.00) for each concurrent user license added and shall remain at seven hundred
fifty dollars ($750.00) for each concurrent user license added until four years after the
contract execution date. After that date, the cost to increase the base rate of seven hundred
fifty dollars ($750.00) per additional concurrent user shall not exceed seventy five percent
(75 %) of the February South Urban Consumer Price Index (CPI) for the next year. Over any
two (2) year period, the cumulative increase shall not exceed five (5) percent per year.
4.0 System Specifications. The most current version of the Application Software
Documentation and the Modification Specifications shall become the Application Software
system specification ( "System Specification ") and shall constitute the functional specifications
for the Application Software. If a conflict exists between the Application Software
Documentation and the Modification Specification, the Modification Specification shall be the
controlling document followed by the Application Software Documentation.
5.0 Licensed Programs Warranties.
5.1 Warranty of Operation. The Contractor warrants that the Application Software
shall operate in material conformance with the System Specifications. Any errors or non -
conformances to the System Specification shall be corrected by the Contractor for as long as
the County has a software maintenance agreement in effect for the Application Software. All
errors or non - conformances to the System Specification shall be corrected within the
timeframes defined below in Section 6.0, Correction of Errors.
5.2 Patent and Copyright Indemnification. The Contractor covenants and represents
that the Application Software, IWEB MS and all related materials supplied to the County
hereunder do not infringe or otherwise constitute wrongful use of any copyright, patent,
registered industrial design, trade mark, trade secret or any other right of any third party. The
Contractor shall indemnify and save harmless the County from any suit or proceeding
(including without limitation any judgment awarded thereunder, any reasonable settlement
agreed to, any costs incurred in complying with such judgment or settlement and any or all
costs, including reasonable attorney fees incurred in respect of the same) brought against the
County by reason of any such infringement or any wrongful use save where the same has
arisen through the County's unauthorized modifications to the Application Software.
5.2.1 The County shall notify the Contractor in writing of any such suit or proceeding
promptly after the County is served with process in respect of such suit or proceeding.
Failing such notification, but without limitation to the Contractor's obligation to indemnify as
aforesaid, the Contractor may either defend or settle such claim on the County's behalf
provided, however, that the Contractor shall in no event consent to any injunction, accounting
or other equitable remedy without the County's prior consent, such consent not to be
unreasonably withheld. The County shall be entitled to be independently represented by
counsel of its own choice. If the use of the Application Software, IWEB MS, or any related
materials supplied to the County hereunder is enjoined as a result of such action the County
may, at its option, forthwith terminate some or all of the services provided under this Exhibit
and receive a full refund from the Contractor for all monies paid by the County to the
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Contractor as well as recover from the Contractor all actual direct damages, costs and
liabilities sustained or incurred by the County as the result of such infringement or wrongful
use by the Contractor, unless at any time prior to such termination the Contractor, at its sole
cost and expense, has with the agreement of the party pursuing such action either:
(a) obtained for the County the right to continue using the Application Software, IWEB MS,
or related materials in question; or
(b) replaced or modified the Application Software, IWEB MS, or related materials in
question so that there is no longer any infringement, provided that the replacement or
modified Application Software, IWEB MS, or related materials in question function and
perform in substantially the same manner and in accordance with the System Specification or
the IWEB MS Software Functions defined in Schedule C and as well as or better than the
Application Software or IWEB MS they replaced or modified, and provided further that any
and all training, hardware and other costs occasioned by such replacement or modifications
are borne by the Contractor; and
(c) the party pursuing such action waives, relinquishes and releases forever in writing any
claims which it does or may have against the County and any right to recover from the
County any sums of money relating directly or indirectly to the provision of services under this
Exhibit and the County's status as a licensee and user of the Application Software or IWEB
MS; and
(d) The Contractor promptly pays to the County any and all actual direct damages and
costs actually sustained or incurred by the County as a result of such suit or proceeding.
The obligations and rights of the Parties under this paragraph shall survive termination
of any services provided under this Exhibit and are in addition to and not exclusive of the
rights and obligations of the Parties set forth elsewhere in this Exhibit.
5.3 Pre - programmed Termination Warranty. The Contractor represents and warrants
that the Application Software and IWEB MS and any future version, release or update to the
Application Software and IWEB MS (or any portion thereof) does not contain any timer, clock,
counter or other limiting design or routine which causes such Application Software or IWEB
MS, data files /tables, or any software on the System (or any portion thereof) to become
erased, inoperable or otherwise incapable of being used in the full manner for which it is
designed and licensed pursuant to this Exhibit after being used or copied a certain number of
times, or after the lapse of a certain period of time, or after the occurrence or lapse of any
similar triggering factor or event. Furthermore, the Contractor represents and warrants that
the Application Software and any future version, release or update to the Application
Software (or any portion thereof) does not contain any limiting design or routine which causes
such Application Software, data files /tables, or any software on the System (or any portion
thereof) to be erased, to become inoperable, or to otherwise be incapable of being used in
the full manner for which it was designed and licensed pursuant to this Exhibit solely because
such Application Software has been installed on or moved to a central processing unit or
system which has a different serial number, model number, or other identification different
from that system on which the Application Software were originally installed.
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5.3.1 If there is a timer, clock, counter or other limiting design or routine in the
Application Software or IWEB MS, or any future version, release or upgrade to the
Application Software or IWEB MS (or any portion thereof), as defined in this section, the
Contractor shall immediately remove said timer, clock, counter or other limiting design or
routine from the Application Software or IWEB MS (or any portion thereof) and immediately
correct, at no cost to the County, any data files/tables or any software on the System that was
affected by said timer, clock, counter or other limiting design or routine.
5.4 Warranty of Compatibility. The Contractor warrants that the Application Software
is capable of operating as set forth in the System Specification; and, the Contractor
represents and warrants that the Application Software shall be fully compatible with the
Network and all components of the Network. The Contractor further warrants that Application
Software shall be fully compatible with the Application Server Operating System and Data
Base Software as mutually agreed upon.
5.5 Warranty of Non - Modification of the Application Server Operating System Data
Base Software and Other Software. The Contractor warrants that the Application Server
Operating System, Data Base Software and the Other Software installed on the Network shall
not be modified by the Contractor in any way. The Contractor additionally warrants that the
Application Software will operate as set forth in the System Specification on the unmodified
versions of the Application Server Operating System, Data Base Software and the Other
Software.
5.6 PCI Compliance Warranty. The Contractor warrants that IWEB MS, and the
Application Software, and all future updates, revisions, releases, and new versions of IWEB
MS and the Application Software shall be fully compliant with all PCI required processing and
standards and per Schedule A2 -D. The Contractor shall provide the County with the required
certifications, reports, and test results that verify the PCI compliance of IWEB MS and the
Application Software.
5.7 ADA Compliance Warranty. The Contractor warrants that IWEB MS and the
Application Software, and all future updates, revisions, releases, and new versions of IWEB
MS and the Application Software shall be in full compliance with all current and future ADA
guidelines and requirements, including, but not limited to, section 508 standards. If, at any
time during the term of this Exhibit, the Contractor is made aware that IWEB MS or the
Application Software does not conform to the current ADA guidelines and requirements, the
Contractor shall immediately correct such non - conformances at no additional charge to the
County.
5.8 Warranty Disclaimers: Exclusive Remedies. THE WARRANTIES SET FORTH IN
SUBSECTIONS 5.1, 5.2, 5.3, 5.4, 5.5, 5.6 AND 5.7 ARE EXCLUSIVE AND ARE MADE BY
THE CONTRACTOR IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE, EXCEPT TO THE EXTENT THAT ANY
WARRANTY IMPLIED BY LAW CANNOT BE VALIDLY WAIVED. The remedy for breach of
the warranty contained in each subsection of this Section 5 shall be the County's sole and
exclusive remedy for any such breach.
6.0 Correction of Errors.
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6.1 Mission Critical Processes. The following Application Software processes shall
be considered mission critical ( "Mission Critical Processes ") when determining the
priority of Application Software incidents:
The ability to generate utility bills
The ability to complete billing runs for multiple billing cycles
The ability to export data to file for offsite printing
The ability to enter meter readings or import meter reading data from The
County's external meter reading system
The ability to calculate charges, and post adjustments
The ability to post payments
The ability to interface to the County Clerk's financial management system
The ability to close out a day /month /cycle
The ability to enter and process work orders.
The ability to provide data to the the County web site that allows customers
to pay their utility bills on -line.
Ability to interface to the Tele -Works IVR system.
Ability to interface to the Tele -Works iCall system (outsourced version of the
Tele -Works IVR system).
Ability to interface to the County's Estoppel system.
6.2 Priority Classifications. Application Software incidents that are verified to be
software discrepancies shall be given a priority classification defined as follows:
. Showstopper — defined as a discrepancy that results in the inability to complete any
one or more of the Mission Critical Processes.
. Hot — defined as a discrepancy that does not prevent a Mission Critical Process. If not
corrected, it may become a Showstopper, or if not corrected, the discrepancy creates
significant additional hours of work for the County.
. High — defined as a discrepancy that is important to address, but one that does not or
will not impact a Mission Critical Process. The discrepancy may impact the County's
ability to most efficiently conduct business.
. Medium — defined as a discrepancy that does not impact a Mission Critical Process
and may only prove to result in a minimal impact on the County's ability to conduct
business.
. Low — defined as a minor discrepancy that does not impact a Mission Critical Process
or the County's ability to conduct business, such as misspellings, formatting adjustments,
tab orders, etc.
6.3 Service Levels. The Contractor agrees to respond to any notice from the County
of any incident in the Application Software within one (1) hour after the Contractor
receives said notice from the County for all Showstopper and Hot incidents. The
Contractor will respond to any notice from the County of all other incidents in the
Application Software within one (1) hour after the Contractor received said notice from
the County unless said notice is received after 6:30 pm eastern time in which case, the
Contractor shall respond to the County by noon the next business day.
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�'` • The Contractor shall correct any Showstopper incidents in the Application
Software within thirty six (36) consecutive clock hours after notification of the
error,
• Any Hot incidents within seven (7) business days after notification of the
incident, any High incident within twenty five (25) business days after
notification of the incident,
• Any Medium incident within forty five (45) business days after notification of the
incident and
• Any Low incident within ninety (90) business days after notification of the
incident.
6.3.1 If a Hot incident causes the County personnel to perform more than six (6) hours
of additional work over a two (2) day or less period of time, or if a Hot incident has not
been resolved within seven (7) business days after the Contractor received notification
of the incident, the County personnel shall notify the Contractor and priority
classification of the Hot incident shall immediately be escalated to a priority
classification of Showstopper.
6.3.2 If a Showstopper incident remains unresolved for more than thirty six (36)
consecutive clock hours from the time the Contractor receives notice of the
Showstopper incident, or if a Hot incident remains unresolved for more than seven (7)
business days from the time the Contractor receives notice of the Hot incident, and the
incident cannot be resolved by remote access, at the County's sole option, the
Contractor may be required to immediately dispatch a Contractor support person that
is experienced in supporting the Application Software to the County's location to
correct the Showstopper or Hot incident.
6.3.3 The Contractor's support person shall remain on -site at the County location until
the Showstopper or Hot incident is corrected. If a Contractor support person is
dispatched to the County to correct a Showstopper or Hot incident it shall be at the
Contractor's sole expense.
6.3.4 If a Showstopper incident remains unresolved for more than thirty six (36) hours
from the time the Contractor receives notice of the Showstopper incident, the County
may permanently deduct from any future Software Maintenance Fee payments, as
liquidated damages, the amount of one thousand dollars ($1,000.00) per day for every
calendar day, or portion of a calendar day, that the Showstopper incident is not
corrected on the County's system.
6.3.5 If no future Software Maintenance Fee payments become due because of the
termination of some or all of the services provided under this Exhibit by either party, or
the County's decision to terminate Software Maintenance Service as defined in
Section 9.9, the Contractor shall pay the full amount of such liquidated damages to the
County immediately at the time of such termination. Each remedy specified in this
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subsection shall be the County's sole and exclusive remedy for the Contractor's failure
to meet the applicable service level requirement.
6.3.6 If a Showstopper or Hot incident is caused by a hardware error or the negligence
of the County, the Contractor shall not be required to correct the Showstopper or Hot
incident within the timeframes defined in this section 6.3.
7.0 Source Code. The Contractor shall deliver to the County a magnetic tape, CD or DVD onto
which shall have been recorded the Source Code for the Application Software (as hereinafter
defined), together with the required supporting documentation, which shall be held by the
County subject to the terms and conditions of this Section 7.0 at no cost to the County.
Future updates of the Source Code and supporting documentation shall be provided with
each update, revision, release or new version of the Application Software provided to the
County. The County shall be entitled to verify compliance with the provisions of this section
from time to time by inspection of the Source Code and supporting documentation provided
to it by the Contractor.
7.1 For purposes of this Exhibit the term "Source Code" shall mean the source code or
codes of the Application Software including all updates, revisions, releases or new
versions of the source code to correspond with all updates, revisions, releases or new
versions of the Application Software which are provided to the County by the Contractor
from time to time, and shall include supporting documentation in sufficient detail to
enable the County to use, support, maintain and enhance the Application Software.
7.2 Except as provided for under this Section 7 and Section 8, the County shall not
divulge, disclose or otherwise make available to any other party (other than its officers,
employees, agents and subcontractors), or use the Source Code or any other
documentation or confidential information of any kind provided by the Contractor to the
County in connection therewith without the prior written consent of the Contractor.
7.3 The County acknowledges that title and ownership of the Source Code shall at all
times remain vested in the Contractor.
7.4 Except as provided for in this Exhibit, the County shall not divulge to any person
any confidential information or intelligence contained within or forming a part of the
Source Code without the prior written consent of The Contractor.
7.5 The County shall use reasonable efforts to maintain the secrecy of the confidential
information or intelligence contained within or forming part of the Source Code and shall
disclose it only to those of its officers, employees, agents and subcontractors on a need
to know basis.
7.6 The County shall not make use of the information or intelligence contained within
or forming part of the Source Code for the purpose of appropriating any commercial
business opportunity available to the Contractor.
7.7 In addition to every other remedy available to the Contractor at law or in equity, in
the event that the County shall breach any of the within confidentiality provisions of this
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Section 7, it shall account to the Contractor for any benefit derived by the County by
reason of such breach, and the County shall otherwise be liable to the Contractor for any
actual damage (but not including any incidental or consequential damages) caused to it
as a result of such breach.
8.0 The County's Right to Modify the Source Code. Upon the occurrence of any of the
following conditions ( "Release Conditions "), or upon the County obtaining the right to use
the Source Code as defined in Section 5.4 or Section 14.0, the County shall thereupon
automatically be entitled to use and modify the Source Code and supporting Application
Software Documentation as may be required by the County for purposes of using,
supporting, maintaining or enhancing the Application Software:
(i) Upon a default by the Contractor, if the Contractor fails to correct the default
within thirty (30) days following receipt of the Default Notice, the County may
then terminate said agreement for cause;
(ii) The making by the Contractor of a general assignment for the benefit of its
creditors or the appointment of a receiver, receiver- manager or trustee in
bankruptcy of the Contractor's assets and undertaking; or
(iii) The Contractor ceasing to carry on business in the normal course, for any
reason whatsoever; or
(iv) The Contractor ceasing to market or make available maintenance and support
.-� services for the Application Software during a period in which the County is
entitled to receive, or is receiving, such maintenance and support services
8.1 The County shall have no liability for its use of the Source Code or supporting
Application Software Document pursuant to this Section 8 (under section 7) upon its
reasonable, good faith determination that a Release Condition has occurred. The
County personnel may perform modifications to the Source Code or the County may
contract with a third -party firm to provide modifications to the Source Code provided
that the third party firm executes an agreement prohibiting the third party firm from
disclosing, distributing or using the techniques contained in the Source Code to or for
any party other than the County. If the County or a third party firm performs
modifications to the Source Code, The Contractor may terminate the Software
Maintenance Service in effect at the time the modifications were performed to the
Application Software.
8.2 If the County modifies the Source Code without the occurrence of a Release
Condition or without obtaining the right to use the Source Code as defined in Section
5.4, the Contractor may terminate the related services provided under this Exhibit and
cease providing Software Maintenance Service for the Application Software. If the
Contractor terminates these related services, the County may continue to use the
Application Software, the Source Code and supporting Application Software
Documentation for as long as the County deems necessary for the sole purpose of
operating the County's business needs and Sections 7.0, 8.0, 15.0 and 16.0 shall
survive the termination of the services.
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8.3 The County personnel shall have the right to use, or contract with a third party firm
to use the Application Software Documentation to create custom reports, interfaces
with other external systems and convert data
9.0 Application Software Support.
9.1 Software Maintenance Service. The Contractor shall make software maintenance
service, (hereinafter "Software Maintenance Service "), available to the County. The
Contractor shall offer Software Maintenance Service to the County for the Application
Software on an annual basis. Software Maintenance Service shall include, but not be
limited to, the following:
(a) unlimited support services concerning the use of the Application Software,
including, but not limited to, telephone support and remote access support;
(b) correction of all errors found in the Application Software within the timeframes
defined in Section 6.0 of this Exhibit;
(c) correction of any Application Software non - conformances to the System
Specification within the timeframes defined in Section 6.0 of this Exhibit;
(d) one (1) copy of each subsequent update, revision, release or new version of the
Application Software and related material including the Source Code and related
user and technical documentation for each subsequent update, revision, release
or new version. A new version of the Application Software shall include new
versions that are upgraded or re- written to operate on a different development
platform, operating platform, or operate using a different database product, or on a
different operating system, including the Net version of the software called iCIS
that is scheduled for release in 2012. Such new version may be considered by the
Contractor to be a new product.
(e) one (1) copy of the new or updated documentation for the Application Software
which accurately reflects the changes in the update, revision, release or new
version of the Application Software;
(f) installation, by the Contractor, of each update, revision, release or new version of
the Application Software on the County's Network. The Contractor shall first
perform the installation in the County's test environment. After the County has
tested the update, revision, release or new version of the Application Software in
the test environment, the Contractor will perform the installation in The County's
live environment.
(g) At least a quarterly review and optimization of the County's Application Software
and data base and at any other agreed upon time.
9. 1.1 On -site service shall be available to the County at the Contractor's cost and at no
additional charge to the County where on -site service is necessary to correct incidents,
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problems, deficiencies, defects or errors in the Application Software which cannot otherwise
be corrected by way of remote support.
9.2 Annual Software Maintenance Fee. The Contractor shall make Software Maintenance
Service available to the County for the current annual fee of eighty four thousand eight
hundred eighty eight dollars and ninety four cents ($84,888.94), (hereinafter "Software
Maintenance Fee ") based on the currently supported software applications. The Software
Maintenance Fee for the Application Software shall remain at eighty four thousand eight
hundred eighty eight dollars and ninety four cents ($84,888.94) until four (4) years after the
execution of this Agreement at which time the increase to the annual Software Maintenance
Fee shall not exceed seventy five percent (75 %) of the February South Urban Consumer
Price Index (CPI) for the next year. Over any two (2) year period, the cumulative increase
shall not exceed five (5) percent per year.
9.2.1 If the County increases the number of active billing customers or increases the
number of concurrent user licenses as defined in Section 3.0, the Contractor may increase
the Software Maintenance Fee by up to ten percent (10 %) of the cost for the additional active
billing customers or the additional concurrent user licenses.
9.3.1 If the County elects to receive software maintenance on a time - and - materials
basis, all guaranteed service levels outlined in Section 6.3 of this Exhibit shall be null and
void. In addition, system upgrades will no longer be provided at no charge. If the County
terminates the annual Software Maintenance Service, the Contractor shall refund the
prorated amount of the Software Maintenance Fee that has been paid by the County to the
Contractor for any unused Software Maintenance Service in accordance with Section 9.9.
9.4 Modifications in Updates, Revisions, Releases and New Versions. All future updates,
revisions, releases or new versions of the Application Software as provided by the Contractor
shall not affect the previous custom Modifications that have been performed by the
Contractor, examples of which may include, but not be limited to, processes and reports. If
the installation of a future update, revision, release or new version of the Application Software
causes a previous custom Modification to not perform as originally written or as defined in the
custom Modification Specification, the Contractor shall, within five (5) business days, advise
the County of a reasonable timeframe needed to correct the Modification. The timeframe
shall be based on a mutually agreeable schedule, and shall be at no charge to the County, so
that the previous custom Modifications function as originally written or as defined in the
custom Modification Specification.
9.5 Maintenance Hours. The Contractor will respond to calls for service during normal
working hours between 6:00 am and 6:30pm eastern time, Monday through Friday. The
County shall not incur any charges for Software Maintenance Service that is performed after
the normal working hours to correct Showstopper or Hot incidents.
9.6 Software Maintenance Log. The Contractor shall maintain a log of all support calls from
the County to the Contractor regarding problems with the Application Software or questions
regarding the operation of the Application Software. The written log of all support calls shall
include, but not be limited to, a short description of the support call, date, time, the County
person initiating the support call, The Contractor person receiving the call, description of
support work performed by The Contractor and the disposition of the call. On The County's
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request, the Contractor shall provide the County with a copy of the written log of all support
calls.
9.7 Government Mandated Software Changes The Contractor agrees to provide changes to
the Application Software to enable the Application Software to comply with any and all
processing or reporting required or mandated by the Federal government, the Governmental
Accounting Standards Board or any pronouncement issued by the American Institute of
Certified Public Accountants. Such required processing or report changes shall be made to
the Application Software by the Contractor within the required time frame as defined by the
governing body or authority concerned. The Contractor agrees to provide changes to the
Application Software to enable the Application Software to comply with any and all
processing or reporting required or mandated by the State of Florida provided that the County
gives the Contractor timely notification of the specifications from the State of Florida
regarding the processing or reporting requirement. The Contractor shall, within five (5)
business days, advise the County of a reasonable timeframe needed to make the required
changes. The Contractor will make a good faith effort to provide the County with these
changes within sixty (60) days of notification by the County of their enactment, or, otherwise,
upon a mutually agreeable schedule. If the Contractor cannot make the required changes
within the timeframes defined by the State of Florida, the County reserves the right to obtain
substitute performance. Further, the County reserves the right to deduct the cost of such
substitute performance from the Contractor's payments. The changes to the Application
Software identified in this section shall be performed by the Contractor at no charge to the
County provided that the County has paid the annual software maintenance fee at that time.
9.8 Conversion Costs. If a conversion of the County's data is necessary due to the
implementation of an update, revision, release or new version of the Application Software, the
Contractor shall perform the conversion at no additional cost to the County.
9.9 Term. Contractor shall not terminate Software Maintenance Service unless the County
has defaulted as defined in Section 15.0 of this Exhibit or has modified the Source Code
without the occurrence of a Release Condition or without obtaining the right to use the
Source Code as defined in Section 8.0. The County may, at its sole option, terminate
Software Maintenance Service with thirty (30) calendar day's written notice to the Contractor.
The County is guaranteed the right to purchase Software Maintenance Service from the
Contractor for as long as Software Maintenance Service is available on the Application
Software.
9.10 The County System Access Policies. The Contractor agrees to adhere to, and abide by,
the County policies defined in Schedule D, the County Network Access Policies, regarding
the Contractor access and use of the Network. Each Contractor employee that will be
accessing the Network must complete and sign the County policies documents listed in
Schedule D.
10.0 IWEB System
IWEB MS Software Functions
The IWEB MS software must perform the following functions: �
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1. Allow Customers to login to the IWEB MS system using their inHANCE account
number and personal identification number (PIN).
2. Allow Customers to change their PIN numbers.
3. Allow Customers to access their MHANCE account information and display their
account balances and history.
4. Allow Customers to enroll in automatic direct debit payment of their utility bills. The
system will allow the entry of the required bank information by the Customer. The
IWEB MS system will automatically update the MHANCE system with the direct debit
payment information.
5. Interface with information from County's bill print outsourcing company ( "Outsourcing
Company') to display a Customer's past 13 months of bills, allow the customer to
select any past bill or bills and print the selected bill or bills.
6. Allow the Customer to make a payment against the Customer's account using either a
credit card or bank account information.
7. Interface with County's credit card authorization company to process credit card
payments and receive the authorization or denial of the payments.
B. Allow the Customer to print a receipt for their payment.
9. Create a file of all Customer payment transactions. The file will be used to update the
accounts in the MHANCE system.
10.1 The Contractor IWEB Responsibilities: The Contractor will provide the IWeb MS
license and IWEB products either directly to the County or through a subcontractor. The
Contractor shall be responsible for the performance of all products, services and
subcontractors. In the event the Contractor subcontractor fails to perform any required
service the Contractor shall at no additional cost to the County provide a substantially similar
IWEB Hosted System that is acceptable to the County within twenty four (24) hours.
10.2 IWEB MS License: The Contractor will provide the County with unlimited license access
to a hosted version of IWEB MS and the Contractor grants to the County and the County
hereby accepts a non - exclusive, non - transferable license to use the IWEB MS Software in
the Hosted Environment during the License Term. For the purposes of this Agreement,
"Hosted Environment" shall mean the hardware, software, and Internet connections on which
the IWEB MS software will be operated and accessible to County and County's customers via
the Internet
10.3 IWEB MS License Term: The IWEB MS license granted herein shall commence upon
execution of this Agreement and shall remain in effect until the County ceases using the
IWEB MS Software or until termination in writing. If the IWEB MS software module is
terminated by the County, the Contractor agrees to submit all invoices to the project manager
within thirty (30) days of receipt of the notice to terminate.
10.4 Ownership: The parties acknowledge that Transaction Warehouse, Inc., (the "IWEB
Subcontractor" is the sole owner of the IWEB MS software and that the Contractor has
acquired the right to license the IWEB MS software to the County. The County does not
acquire any rights, title or ownership interests express or implied, in the IWEB MS Software
other than the licenses granted herein.
10.5 IWEB Transaction Fees: The County will be charged transaction fees per Schedule E,
Fees for all payment transactions entered directly by Customers through the IWEB Hosted
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System. The County will not be charged transaction fees if a customer uses a credit balance
on their account to make a payment. IWEB Transaction Fees will not increase for two (2)
years from the execution of the Agreement. Subsequent year transaction fees shall be
subject to an annual increase not to exceed seventy five percent (75 %) of the February South
Urban Consumer Price Index (CPI) for the next year. Over any two (2) year period, the
cumulative increase in IWEB Transaction Fees shall not exceed five percent (5 %) per year.
10.6 IWEB Invoicing: IWEB Annual Maintenance Fees shall be invoiced annually in advance.
IWEB Transaction Fees shall be invoiced monthly as incurred. Invoices for Transaction fees
must be accompanied by a reconciliation report identifying the number of customer payment
transactions processed by the IWEB Hosted System for the period to which the invoice
applies.
10.7 IWEB Payments: Payments will be made upon receipt of a proper invoice, upon
approval by the County Contract Manager or his designee, and in compliance with Section
218.70, Florida Statutes, otherwise known as the "Local Government Prompt Payment Act."
10.8 Access to the IWEB Hosted System: The Contractor shall provide secure unlimited
access to the IWEB Hosted System for Customers. Such unlimited access shall be provided
24 hours per day, 7 days per week, subject to scheduled and unscheduled periods of non -
availability as described in Section 10.10.
10.9 IWEB Hosted Svstem Availability: The IWEB Hosted System shall be available to
Customers 24 hours per day, 7 days per week, subject to scheduled and unscheduled
periods of non - availability as described in this section and section 10.10 below. The
Contractor shall not be responsible for downtime due to the County, or Customer's network
infrastructure, or an Internet failure outside the control of the Contractor. If the IWEB MS
software is not able to access the County Inhance system, Customers will not be able to
access and view their account information or make payments using the IWEB Hosted
System. In the event that the communication connection between the IWEB MS software
and the County's Inhance system is interrupted during the processing of a payment, but
before the payment is complete (and therefore cannot be recorded to Inhance), the payment
will be queued by IWEB MS and those payments will be automatically processed once
communications with The County's Inhance system are restored. If the system is unable to
process payments due to communication problems within the County's network, it will be the
County's responsibility to not assess (or, instead, to reverse) any late fees that would apply.
10.10 IWEB Scheduled Downtime: IWEB scheduled downtime shall not exceed three (3)
hours in a calendar month without the prior written consent of the County. Scheduled
downtime notices will be communicated to the County's system administrator at least twenty
four (24) hours in advance. The County will have the ability to issue a notice on IWEB MS of
the upcoming scheduled downtime. The downtime notice will be displayed for Customers
when they access the IWEB MS system. If scheduled downtime interrupts scheduled
payment processing, the Contractor will manually initiate the payment processing once
scheduled downtime is completed. The Contractor shall make its best efforts to schedule
downtime for off -hours and weekends.
10.11 IWEB Hosted System Uptime: Uptime is defined as the percentage of total time that
the IWEB Hosted System is either available or in scheduled downtime. The IWEB Hosted
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System shall be deemed available if inaccessibility is due to the County's or Customer's
network infrastructure, or an internet failure outside the control of the Contractor. Uptime is
calculated as the sum of the available time plus scheduled downtime divided by the total
time, then expressed as a percentage. Uptime is measured and calculated on a monthly
basis. The Contractor guarantees that the uptime of the IWEB Hosted System shall be at
least 99.0 %, on a monthly basis (the "Guaranteed Uptime.").
10.12 IWEB Support Services: The County shall provide support to Customers that use the
IWEB Hosted System. The Contractor, either directly or through the IWEB Subcontractor,
shall provide support to the County for the use of the IWEB Hosted System at no cost other
than the IWEB API Annual Maintenance Fees for as long as the County uses the IWEB
Hosted System. The primary mechanism for delivering this support shall be the IWEB
Subcontractor's Call Center. The Call Center may be contacted by designated County
representatives via telephone, (480) 889 -0077. Call Center hours of operation are 8:00 a.m.
to 8:00 p.m., Eastern Standard Time. Support services shall include, but not be limited to,
the following:
- unlimited telephone support concerning the use of the IWEB Hosted System
- new releases and versions of the IWEB MS software
- upgrades to the IWEB Hosting Environment and IWEB Hosting Services
- correction of all errors in the IWEB Hosted System
- updated documentation for the IWEB MS software which accurately reflects the
changes in the release or new version of the iWEB MS software
10.12.1 Emergency Support Services: In the event of a catastrophic failure of the IWEB
Hosted System or other event deemed by the County to be a severe emergency outside the
Call Center hours of operation, or if Call Center is unavailable during normal hours of
operation, designated the County representatives are to leave a detailed message on the
Emergency Support voicemail service so that appropriate Call Center staff may be alerted of
the emergency and react in a timely manner. The County will be contacted by Call Center
within thirty (30) minutes of receipt of detailed message.
10.13 IWEB API Annual Maintenance Fees: The Contractor shall make Support Services
available to the County for the annual fee ( "IWEB Annual Maintenance Fees ") of one
thousand dollars ($1,000.00). IWEB Annual Maintenance Fees shall not increase for four (4)
years from the execution of the Agreement. Subsequent year's IWEB Annual Maintenance
Fees shall be subject to an annual increase not to exceed seventy five percent (75 %) of the
February South Urban Consumer Price Index (CPI) for the next year. Over any two (2) year
period, the cumulative increase in the IWEB Annual Maintenance Fees shall not exceed five
(5) percent per year.
10.14 Liquidated Damages: The County and the Contractor recognize that, since time is of
the essence for this Agreement, the County will suffer financial loss if the Contractor fails to
comply with the IWEB Guaranteed Uptime as defined section 10.11. In such event, the total
amount of the County's damages will be difficult, if not impossible, to definitely ascertain and
quantify. Should the Contractor fail to comply with the IWEB MS Guaranteed Uptime, the
County shall be entitled to assess, as liquidated damages, but not as a penalty, for each
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month that the Contractor does not satisfy the IWEB MS Guaranteed Uptime, the lesser of
the following amounts:
a. Two thousand dollars ($2,000.00), or
b. The amount of IWEB MS Transaction Fees that were payable by the County to
the Contractor during the most recent month in which the Contractor complied
with the IWEB MS Guaranteed Uptime.
10.14.1 The Contractor hereby expressly waives and relinquishes any right which it
may have to seek to characterize the above noted liquidated damages as a penalty, which
the parties agree represents a fair and reasonable estimate of the County's actual damages
at the time of contracting if the Contractor fails to comply with the IWEB Guaranteed Uptime.
11.0 Satori Software: The Satori software system is the current integrated address
management tool which the Contractor has adapted for the inHance billing software system.
Satori provides the following:
• Zip +4 Agent — Single address verification and cleaning
• CASS Agent — Batch processing and CASS certification
• Presort Agent — First Class, Periodicals and Standard Mail presorts are included
• MOVE Agent — Updates moved address information within the inHance database, via
the internet
Satori also provides address quality form using a post - office - certified process to clean and
standardize data, by correcting spellings, abbreviations, city, state, and ZIP code entries.
11.1 The current Address Management Integrated Solution used by the Contractor is Satori
Standard Edition Address Management, which includes:
• Satori Standard Mailroom Toolkit
• Interface to inHANCE, Configuration and Setup
• First Year of Service Updates and Technical Support
• Satori Consulting Services
• Satori Move Agent Solution (1 Year License) for eight thousand six hundred forty five
dollars ($ 8,645.00)
• Professional Services - Two days of On -Site Training /Professional Services for two
thousand six hundred dollars ($ 2,600.00)
11.2 Satori Move Agent Solution Annual Licensing: After the first year there is an annual
renewal fee of two thousand dollars ($2,000) for the Satori Mailroom Toolkit and Move
Agent system, which includes customer support and an annual re- licensing fee of four
hundred ninety five dollars ($495). Renewal fees shall be paid directly to the
Contractor, at actual cost without a markup.
12.0 iCall hosted IVR solution: icall is a hosted IVR solution provided by Teleworks and
adapted to interface with the inHance billing software
environment which is PCI complaint. Fees to be
maintenance inHance API is six hundred dollars ($600)
to the Contractor, at actual cost without a markup.
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system. Icall will provide a hosted
paid to the Contractor for annual
. Renewal fees shall be paid directly
10/11/2011 Item 16.C.3.
The iCall annual maintenance ,inHance API shall not increase for four (4) years from the
execution of the Agreement and installation of this product. Subsequent year's iCall annual
maintenance inHance API shall be subject to an annual increase not to exceed seventy five
percent (75 %) of the February South Urban Consumer Price Index (CPI) for the next year.
13.0 Remote Software Module. For a period of twenty four (24) months after the execution
of this Agreement, the County may license the Contractor Remote module for the license fee
of fifty thousand dollars ($50,000.00). The license fee shall include the base Remote
software and seventy (70) remote laptop licenses. Subsequent year's Contractor Remote
module license fee shall be subject to an annual increase not to exceed seventy five percent
(75 %) of the February South Urban Consumer Price Index (CPI) for the next year. Over any
two (2) year period, the cumulative increase in the Remote module license fee shall not
exceed five (5) percent per year.
13.1 The cost to increase the number of laptop users shall be four hundred dollars ($400.00)
for each additional laptop user and shall remain at four hundred dollars ($400.00) until four
(4) years after the date the County begins using the Remote module to process live
transactions (herein called "Remote Live Date "). Beyond four (4) years after the Remote
Live Date, the fee for each additional laptop user shall not exceed seventy five percent (75 %)
of the February South Urban Consumer Price Index (CPI) for the next year. Over any two (2)
year period, the cumulative increase in the additional laptop user fee shall not exceed five (5)
percent per year.
13.1 Any services provided by the Contractor for the implementation of the Remote system
shall be billed to the County at the rate defined in the consulting services contract between
the Contractor and the County. If inHance is used as a hosted IVR instead of iCall, the annual
maintenance shall not increase for four (4) years from the execution of the Agreement and
installation of this product. Subsequent year's annual maintenance shall be subject to an
annual increase not to exceed seventy five percent (75 %) of the February South Urban
Consumer Price Index (CPI) for the next year. Over any two (2) year period, the cumulative
increase in the annual maintenance fee shall not exceed five (5) percent per year.
13.2 The Contractor shall make Remote Software Maintenance Service available to the
County. The County shall receive Software Maintenance Service for Remote for the
Software Maintenance Fee of fifteen thousand dollars ($15,000).
13.3 The County shall pay the Software Maintenance Fee for Remote starting thirty (30)
days after the live processing of transactions using the Remote system. Thirty (30) days
prior to live processing of transaction using the Remote system, the Contractor shall provide
Software Maintenance Service for Remote at no charge to the County. ,
13.4 The Software Maintenance Fee for Remote shall remain at fifteen thousand dollars
($15,000) for two (2) years from the Remote Live Date, after which time the Remote
Software Maintenance Fee shall be subject to an annual increase not to exceed seventy five
percent (75 %) of the February South Urban Consumer Price Index (CPI) for the next year.
Over any two (2) year period, the cumulative increase in the Software Maintenance Service
for Remote annual maintenance fee shall not exceed five (5) percent per year.
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14.0 Subcontractors. Except as otherwise defined in this Exhibit, the Contractor shall not
use any subcontractors to perform its responsibilities as defined in this Exhibit unless agreed �.
to in writing by the County. If the County agrees in writing to allow the Contractor to use
subcontractors, the Contractor acknowledges its responsibility for ensuring that the
subcontractors that are used are "qualified" (as defined in the County Florida Ordinance 87-
25) and meet all legal requirements applicable to, and necessitated by this Exhibit, including,
but not limited to, proper licenses, certifications, registrations and insurance coverage.
Further, the County may direct the Contractor to remove /replace any subcontractor that is
found to be non - compliant with this requirement at no additional cost to the County.
15.0 Default by the County. The nonpayment or nonperformance of any obligation of the
County will not be deemed a default unless the County fails to cure the default within twenty
(20) days after written notice to the County of such nonpayment or nonperformance. If the
County fails to cure such default the Contractor may terminate the related service until such
time the County cures the default. Any nonpayment or nonperformance by the County which
is the result of a dispute between the Parties to this Agreement shall not be considered a
default by the County.
16.0 Default by the Contractor. The nonperformance of any obligation of the Contractor will
not be deemed a default unless the Contractor fails to cure the default within twenty (20) days
after written notice to the Contractor of such nonperformance; provided, however, the
Contractor's time to cure a default under Sections 5.3, 5.7, and 6.3 shall be the time set forth
in those Sections and not twenty (20) days. If the Contractor fails to cure such default,
ceases conducting business in the normal course, becomes insolvent, makes a general
assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its
business or assets, or avails itself of or becomes subject to any proceeding under the Federal
Bankruptcy Act (other than a proceeding under Chapter 11 thereof) or any other statute of
any state relating to insolvency or the protection of the rights of creditors, then the County
may do any one or more of the following: (i) terminate all or part of the services provided
under this Agreement; (ii) suspend any payments due; (iii) pursue any remedy available to it
at law or equity in addition to any specific rights or remedies set forth in this Agreement; (iv)
continue to use the Application Software, Source Code for the Application Software and
Application Software Documentation for as long as the County deems necessary for the sole
purpose of supporting the County's business needs.
17.0 Governing Law. This Exhibit, including all Schedules attached hereto and /or
incorporated by reference herein, shall be governed and construed in accordance with the
laws of the State of Florida. If any provision hereof shall be held to contravene any
applicable law, such provision shall be deemed reformed to the extent of conforming to said
law, and in all other respects the terms hereof shall remain in full force and effect. The
Contractor shall comply with all applicable laws, regulations and rules promulgated by any
Federal, State, County, Municipal and /or other governmental unit or regulatory body now in
effect or which may be in effect during the performance of this Exhibit including without
limitation all applicable laws, rules and regulations pertaining to equal employment
opportunity. Any breach by the Contractor of the foregoing laws, regulations and rules shall
constitute a breach by the Contractor of this Exhibit. Any litigation or legal action to enforce
or interpret this Exhibit shall be filed and heard only in the state or federal courts located in
Florida and the County and the Contractor consents and submits to the exclusive jurisdiction ^
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and venue over any action, suit or other legal proceeding that may arise out of or in
connection with this Exhibit in such courts.
18.0 Confidentiality of the County Information. The Contractor acknowledges that all
material and information supplied by the County or the County's customers which has or will
come into the possession or knowledge of the Contractor in connection with the Contractor's
performance is to be considered the County, or the County's customers' confidential and
proprietary information, disclosure of which information to or use by third parties will be
damaging or which disclosure may be prohibited by law. The Contractor agrees to hold such
material and information in strictest confidence, not to make use of it other than for
performance as defined in this Agreement, to release it only to the Contractor employees
requiring such information, and not to release or disclose it to any other party or otherwise
violate applicable law with respect to any disclosure of information. Confidentiality of
information contained in this Agreement is subject to the requirements of the Florida Public
Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat.
19.0 Confidentiality and Non - Disclosure of the Contractor Information. The County
acknowledges the Application Software and Application Software Documentation constitute
copyright works of authorship and include confidential information of the Contractor or its
suppliers and represent and embody certain valuable proprietary information and trade
secrets of the Contractor or its suppliers. Except as otherwise provided for in this Exhibit, the
County agrees not to disclose or make available the Application Software or Application
Software Documentation, or any part thereof, to anyone other than the County's employees
and consultants who are required to have access to the Application Software or Application
Software Documentation in the normal course of installation, operation or use of the
Application Software or Application Software Documentation and who have a legal duty to
protect such trade secrets and confidential information. The County agrees to implement
reasonable procedures to prevent other persons from obtaining access to or use of the
Application Software and Application Software Documentation. The County acknowledges
that the Contractor or its suppliers will suffer irreparable harm should the County fail to abide
by the terms and conditions herein and that the Contractor shall, in addition to recovering
damages, be entitled to obtain injunctive relief from a court of competent jurisdiction to enjoin
the County from violating this Exhibit and /or infringing the proprietary rights of the Contractor
or its suppliers. The responsibilities and obligations set forth in this Section shall apply during
the term of this Exhibit and shall continue thereafter (i) with respect to trade secrets of the
Contractor or its supplier, as long as such information remains a trade secret under
applicable law, and (ii) with regard to other confidential and proprietary information of the
Contractor or its suppliers, for a period of three (3) years after the termination or expiration of
this Exhibit. Confidentiality is subject to Chapter 119, Florida Statutes, also known as the
Public Records Law.
20.0 Waiver of Breach. Waiver of any breach of any term or condition of this Exhibit shall
not be deemed a waiver of any prior or subsequent breach of the same provision or of any
other provision. No inspection, payment or order for payment of money, acceptance of the
whole or any part of any work performed under this Exhibit, or extension of time shall operate
as a waiver of any provision of this Exhibit, or of any power herein reserved to the County, or
any right to damages or other relief permitted by law. No term or condition of this Exhibit
^ shall be held to be waived, modified or deleted except by an instrument, in writing, signed by
the Parties hereto.
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21.0 Partial Invalidity. If any provision of this Exhibit is found to be invalid or unenforceable,
the remaining provisions of this Exhibit will remain in full force and effect, and such invalid or
unenforceable provision will be limited and curtailed only to the extent necessary for it to be
valid and enforceable.
22.0 Assianment. The Contractor shall not transfer or assign any of its rights or obligations
under the Exhibit to any other party without the prior written consent of the County, which
may be withheld for any reason. The Contractor's responsibility for performance of the
Exhibit shall remain, even if the County should agree to such transfer or assignment.
23.0 Clear Understanding. If anything necessary for a clear understanding of any work or
services to be performed by the Contractor under this Exhibit has been omitted from the
provisions of this Exhibit including Schedules, or if it appears that various instructions are in
conflict, the Contractor shall secure written instructions from the County's Project Manager
before proceeding with any work or services to be performed under this Exhibit affected by
such omissions or discrepancies. It is understood and agreed that the written terms and
provisions of the Exhibit supersede all verbal communications or agreements between the
Parties.
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SCHEDULE A
The following is a current list of the Contractor Licensed Programs. This list is subject to
modification at any time during this Agreement:
APPLICATION
Utility Billing
Customer Information
Service Location Information
Meter /Device Information
Utility Billing Administration
Meter Reading Management
Batch Entry Management
Periodic Transaction Management
Cash Receipting
Report Management
Miscellaneous Accounts Receivable
Rate Study
Financed Impact Fees
Technical Services
Work Order Management
Inventory Management
Facilities Maintenance Management
Transfer to General Ledger
Interface to the Teleworks IVR system
Interface to the iCall system
Interface to the Transaction Warehouse iWeb system
Report Management
System Administration
Company Information Management
User Security /Settings Management
Technical Services Configuration
General Ledger Configuration
Task Schedulers and Reminders
O -Mail: Internal Messaging System
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SCHEDULE B
Application Software Documentation
Welcome Kit:
Welcome Letter with the following:
Implementation Guide
Class Outlines
Instructions for viewing the Help and Reports on the CD
Data Conversion Questionnaire
Customer Questionnaire
Instructions for viewing "Intro to Training" on the CD
User Manual
Data Conversion Workbook
List of Database Tables and Views
Training Workbook
Demo Database
Database Setup Approval
Modification Specifications
Sample Bill Forms
Standard Reports
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10/11/2011 Item 16.C.3.
SCHEDULE C
IWEB MS Software Functions
The IWEB MS software must perform the following functions:
10. Allow Customers to login to the IWEB MS system using their Inhance account number
and personal identification number (PIN).
11.Allow Customers to change their PIN numbers.
12.Allow Customers to access their Inhance account information and display their
account balances and history.
13.Allow Customers to enroll in automatic direct debit payment of their utility bills. The
system will allow the entry of the required bank information by the Customer. The
IWEB MS system will automatically update the Inhance system with the direct debit
payment information.
14. Interface with information from County's bill print outsourcing company ( "Outsourcing
Company ") to display a Customer's past 13 months of bills, allow the customer to
select any past bill or bills and print the selected bill or bills.
15.Allow the Customer to make a payment against the Customer's account using either a
credit card or bank account information.
16.Interface with County's credit card authorization company to process credit card
payments and receive the authorization or denial of the payments.
17. Allow the Customer to print a receipt for their payment.
18. Create a file of all Customer payment transactions. The file will be used to update the
�. accounts in the Inhance system.
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SCHEDULE D
County Network Access Policies
http: / /cww2/ human /DnD /documents /2700- 5405ComDuter TechnologvUsel6DecO9 pdf
SCHEDULE E
Fees
Application Software
10/11/2011 Item 16.C.3.
The current Application Software license granted to the County includes a fifty nine (59)
concurrent user license and up to seventy thousand (70,000) active billing customers in the
database. Additional licenses may be added as required at any time during this Agreement.
Cost to increase the number of active
$10,000.00 per ten thousand (10,000)
billing customers
additional active billing customers,
Cost to increase the number of concurrent
$750.00 for each concurrent user license
userlicenses
added
Maintenance Fees-
Iweb Annual Maintenance Fee
$ 1,000.00
Satori Annual Maintenance Fee*
$ 400.00
Iremote Annual Maintenance Fee
$15,000.00
inHance Annual Software Maintenance Fee
$64,888.94
Additional 20 user licenses
$ 3,000.00
Icall Teleworks Hosted IVR Annual Maintenance Fee
$ 600.00
note: maintenance Tees mciude all current and budgeted modules /applications. The
schedule will be amended as needed to add additional modules /applications not
currently anticipated.
Iweb Transaction fees-
Transaction Fees for monthly volume over 3,000 transactions
$0.60 per transaction
transaction rate shall apply to all transactions
Transaction Fees for monthly volume of 1,000 to 3,000
$0.80 per transaction
transactions
Transaction Fees for monthly volume of less than 1,000
$1.00 per transaction
transactions
Satori Software
Satori Move Agent Solution 1 Year
$ 8,645.00
License
Professional Services - Two days of on-
$ 2,600.00
site train in / rofessional services
Satori Mailroom Toolkit and Move Agent
$ 2,000.00
system annual renewal fee (includes
customer support)
Satori Mailroom Toolkit and Move Agent
$ 495.00
annual re-licensing fee
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Note: Pricing increases are subject to change by Satori.
iRemote Software Module
24 month license fee for iRemote module
$50,000.00
(includes the base iRemote software and
$140.00
seven 70 remote laptop licenses
cost for each additional laptop user
$400.00
Hourly rates for miscellaneous services, including, but not limited to, those described
in attached Schedule F.
R &D Design and Coding R &D Staff)
$150.00
Product Technology Consulting and
$140.00
Testing Professional Services Sta
Product Training & Non - Complex Report
$125.00
Writing Services Customer Support Staff)
Note: In accordance with Section 25 "Most Favored Client" of this Agreement, the
Contractor specifically agrees that, subject to the limitations of the
Contractor's agreements with third party providers, all prices, terms, warranties and
benefits for third party services or software obtained through Contractor shall be, and
will remain, comparable to or better than equivalent terms having been offered, or to
be offered to any other prospective client during the term of this Agreement.
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SCHEDULE F
Scope of Services
The Scope of Services that the Contractor shall provide to the County under the terms of this
Agreement shall include, but not be limited to, the following:
• Provide additional concurrent user licenses for the Application Software.
• Provide increases to the number of active billing customers processed by the
Application Software.
• Provide Software Maintenance Service for the Application Software.
• Maintain the interfaces between the Contractor systems and other County systems,
including Tele -Works IVR system, Tele -Works iCall system, South West Direct bill
printing system, South West Direct eBill system, third party credit card processing
system, Estoppel system, MVRS meter reading system, ESRI GIS system, and the
SAP accounting system.
• Develop additional interfaces with other County systems as needed.
• Process customer payments through the IWEB Hosted System for the per transaction
fee.
• Provide Support Services for the [WEB Hosted System.
• Provide user licenses, installation, training, and consulting services for the
implementation of the Contractor Remote system.
• Provide Software Maintenance Service for the Remote system.
• Provide and maintain interfaces between the Remote system and other County
systems as needed.
• Perform Modifications to any of the software provided by the Contractor, including the
Application Software, iWeb, and Remote systems.
• Design and develop custom reports.
• Provide user licenses, installation, training, and consulting services, and Software
Maintenance Service for the Satori system.
• Provide user licenses, installation, training, and consulting services, and Software
Maintenance Service for the Contractor GIS application.
• Provide on -site and remote user training sessions for the Contractor software
applications.
• Provide data conversion services as needed.
• Travel to the County to provide services, travel expenses to be reimbursed by the
County.
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SCHEDULE A2 -D
hftps//www.r)cisecurhstandards.oLg/documents/r)ci dss v2 adf
10/11/2011 Item 16.C.3.
EXHIBIT B
Professional Services
Contract #11 -5698 "Department of Utility Billing Services Integrated Software System"
1.0 Definitions,
1.1 Licensed Programs. "Licensed Programs" is defined as those the
Contractor computer software programs, as more particularly described in Schedule A,
Licensed Programs.
1.2 Modification. "Modification" is defined as any change to the Licensed
Programs that has been performed by Contractor for the County.
1.3 Modification Specifications. "Modification Specifications" is defined as the
County approved functional and technical specifications for all Modifications to the Licensed
Programs.
1.4 Application Software. "Application Software" is defined as the Licensed
Programs and the Modifications.
1.5 Network. "Network" is defined as the County network on which the
Application Software will be operated.
1.6 System. Then entire computer system ( "System ") is defined as the
Application Software and the Network.
1.7 Days. The term "days" as used in this Exhibit shall be defined as calendar
days unless the term "days" is otherwise specified in this Exhibit. If a day is designated as a
"business day" rather than a calendar day and such business day falls on a County holiday,
the time period shall be extended to the next business day.
2.0 Harris Consulting Services. From time to time the County may request that
consulting services be provided by Contractor. Contractor shall, with the participation of
County personnel, perform an analysis of the requested consulting services and provide the
County with a written quote for the services. The quote shall include, but not be limited to,
— A detailed description of the services to be provided.
— The cost of the services.
— A timeline for the completion of the services.
Within five (5) days of receiving a quote for consulting services, the County shall either
approve or reject the quote. Contractor shall not perform any of the consulting services, and
the County shall not incur any costs associated with the consulting services until after the
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County has approved the quote in writing and has provided Contractor with a purchase order
for the services.
3.0 Modifications to the Application Software
3.1 Modification Specifications. From time to time the County may request that
Contractor make a change to the Application Software. Contractor shall, with the
participation of County personnel, perform a detailed analysis of the requested change. Such
analysis shall include, but not be limited to, the following: (i) reviewing and discussing the
change in detail with County personnel; (ii) reviewing the capabilities of the Application
Software and determining if a Modification is required to satisfy the requested change; (iii)
identifying how the Application Software will be able to be modified to satisfy the requested
change; (iv) identifying the impact of the Modification on the Application Software and on the
System; (v) identifying any system problems that may result from the Modification; (vi)
providing written specifications for the Modification ( "Modification Specifications "); the
Modification Specifications shall include, but not be limited to, the following:
— An overview of the functionality of the Modification.
— A detailed step -by -step processing narrative that describes how the
Modification will operate.
— A description of all calculations, data verifications, and any sequencing or timing
considerations.
— Documentation of any changes to screen layouts or new screen layouts and
samples of the new screen layouts.
— Documentation of any changes to report formats or new report formats and
samples of the new report formats.
— A statement of impact to the existing system. The statement of impact must
identify any issues that could arise from implementing the Modification that
could negatively affect the performance of the Application Software or the
System.
— A description of any user training that will be required prior to the
implementation of the Modification.
— The cost of the Modification.
— The implementation timeline for the development and testing of the
Modification.
All costs for the development, testing, training, and implementation of a Modification
shall be included in the Modification Specification. The County shall not be charged any
additional fees for a Modification without the County's prior written approval.
3.2 Review and Correction Period. The County shall have ten (10) business
days after receipt of the Modification Specifications to review the Modification Specifications
to determine whether they meet the requirements of the County. If the Modification
Specifications do not satisfy the County's requirements, the County must notify Contractor of
any errors or exclusions within that ten (10) business day period. Contractor shall then have
five (5) business days after such notice to amend the Modification Specifications to correct all
errors and exclusions. The amended Modification Specifications will then be presented to the
County for approval as described above. For any subsequent reviews of the Modification
Specifications by the County and correction of the Modification Specifications by Contractor
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after the first cycle of review and correction, each Party will be limited to five (5) business
days to perform the review or correction of the Modification Specifications as described
above. Contractor shall not perform any Modification, and the County shall not incur any
charges for the Modification, until the County has approved the Modification Specifications in
writing and has provided Contractor with a purchase order for the Modification.
4.0 Modification Installation. On or before the dates specified in the Modification
Specifications, Contractor shall complete the development of the Modification and provide the
Modification to the County for installation and testing. The County shall install the Modification
within the mutually agreed time frame using installation instructions provided by the
Contractor and, if applicable, with prior mutually agreed onsite assistance at the hourly rates
identified in Schedule E. If the County is not able to complete the installation of the
Modification using the provided installation instructions, Contractor shall provide assistance to
the County as necessary, at no cost to the County, to complete the installation of the
Modification.
5.0 Modification Acceptance Testing.
5.1 Acceptance Testing. Upon completion of the installation of the Modification,
the County will test the Modification on the Network to determine whether the Modification,
used in conjunction with the Application Software and the Network, operates in accordance
with the Acceptance Tests set forth in Section 5.2 below ( "Acceptance Testing "). The
Acceptance Testing for the Modification will be conducted by the County within a timeframe
that is mutually agreed to in writing by Contractor and the County.
5.2 Acceptance Tests. The following testing criteria will be used by the County
in testing a Modification ( "Acceptance Tests "):
(a) The Modification meets the specifications and functions set forth in the
Modification Specifications;
(b) The Modification is able to operate on any Network input device and all
Network input devices that meet or exceed the current published Contractor hardware
specifications that may simultaneously run the Modification;
(c) Any reports generated by the Modification are able to be printed to any
Network printer which meets or exceeds currently published hardware specifications of the
Contractor;
The determination of the satisfaction of the test criteria during the Acceptance Tests
shall be solely at the discretion of the County.
5.3 Review and Correction. The County will either (i) notify Contractor in writing
that the Modification meets the Acceptance Tests and is accepted by the County, (referred to
as "Modification Acceptance "); or (ii) notify Contractor in writing that the Modification fails to
meet the Acceptance Tests. The County shall be deemed to have accepted the Modification
in the event no written notice of acceptance or deficiencies is provided to Contractor on or
before expiration of the aforesaid acceptance test period.
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If The County notifies Contractor that the Modification does not satisfy any or all of the
Acceptance Tests, the County will set forth a list of the errors or omissions which have
caused the Modification not to meet the Acceptance Tests to the extent known by the County.
After notification of a failure of the Modification to meet the Acceptance Tests, Contractor
shall have ten (10) business days from the date that Contractor receives the list of errors and
omissions to modify or improve the Modification to meet the Acceptance Tests. The
Modification will then be retested in the same manner as described above in Section 5.2 and
Section 5.3.
6.0 Contractor Billing Rate. Contractor's billing rate for Modifications and consulting
services is one hundred forty dollars ($140.00) per hour. Said billing rate shall remain at that
rate until two (2) years from the execution of the Agreement at which time the new base
hourly rate shall not exceed seventy five percent (75 %) of the South Urban Consumer Price
Index (CPI) for the next year. Over any two (2) year period, the cumulative increase shall not
exceed seven (7) percent.
7.0 Subcontractors. Contractor shall not use any subcontractors to perform its
responsibilities as defined in this Exhibit unless agreed to in writing by the County.
Contractor acknowledges its responsibility for ensuring that the subcontractors that are used
are "qualified" (as defined in the County, Florida Ordinance 87 -25) and meet all legal
requirements applicable to and necessitated by this Exhibit, including, but not limited to
proper licenses, certifications, registrations and insurance coverage. Further, the County
may direct Contractor to remove /replace any subcontractor that is found to be non - compliant
with this requirement at no additional cost to the County.
8.0 Default by the County. The nonpayment or nonperformance of any obligation of
the County will not be deemed a default unless the County fails to cure the default within
twenty (20) days after written notice to the County of such nonpayment or nonperformance.
If The County fails to cure such default, Contractor may terminate the related service until
such time the County cures the default. Any nonpayment or nonperformance by the County
which is the result of a dispute between the Parties to this Agreement shall not be considered
a default by the County.
9.0 Default by Contractor. The nonperformance of any obligation of Contractor will not
be deemed a default unless Contractor fails to cure the default within twenty (20) days after
written notice to Contractor of such nonperformance. If Contractor fails to cure such default,
ceases conducting business in the normal course, becomes insolvent, makes a general
assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its
business or assets, or avails itself of or becomes subject to any proceeding under the Federal
Bankruptcy Act (other than a proceeding under Chapter 11 thereof) or any other statute of
any state relating to insolvency or the protection of the rights of creditors, then the County
may do any one or more of the following: (i) terminate all or part of the services provided
under this Exhibit; (ii) suspend any payments due under this Exhibit; (iii) pursue any remedy
available to it at law or equity in addition to any specific rights or remedies set forth in this
Agreement.
10.0 Confidentiality of the County Information Contractor acknowledges that all
material and information supplied by the County which has or will come into the possession
or knowledge of Contractor in connection with Contractor's performance is to be considered
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the County's confidential and proprietary information, disclosure of which information to or
use by third parties will be damaging or which disclosure may be prohibited by law.
Contractor agrees to hold such material and information in strictest confidence, not to make
use of it other than for performance as defined in this Exhibit, to release it only to Contractor
employees requiring such information, and not to release or disclose it to any other party or
otherwise violate applicable law with respect to any disclosure of information.
11.0 Confidentiality and Non - Disclosure of Contractor Information. The County
acknowledges the Application Software and documentation constitute copyright works of
authorship and include confidential information of Contractor or its suppliers and represent
and embody certain valuable proprietary information and trade secrets of Contractor or its
suppliers. Except as otherwise provided for in this Exhibit, the County agrees not to disclose
or make available the Application Software or documentation, or any part thereof, to anyone
other than the County's employees and consultants who are required to have access to the
Application Software or documentation in the normal course of installation, operation or use
of the Application Software or documentation and who have a legal duty to protect such trade
secrets and confidential information. The County agrees to implement reasonable
procedures to prevent other persons from obtaining access to or use of the Application
Software and documentation. The County acknowledges that Contractor or its suppliers will
suffer irreparable harm should the County fail to abide by the terms and conditions herein and
that Contractor shall, in addition to recovering damages, be entitled to obtain injunctive relief
from a court of competent jurisdiction to enjoin the County from violating this Exhibit and /or
infringing the proprietary rights of Contractor or its suppliers. The responsibilities and
obligations set forth in this Section shall apply during the term of this Agreement and shall
.-� continue thereafter (i) with respect to trade secrets of Contractor or its supplier, as long as
such information remains a trade secret under applicable law, and (ii) with regard to other
confidential and proprietary information of Contractor or its suppliers, for a period of three (3)
years after the termination or expiration of this Agreement. Confidentiality is subject to
Chapter 119, Florida Statutes, also known as the Public Records Law, and the Florida
Sunshine Law, Chapter 286, Fla. Stat.
12.0 The County System Access Policies. Contractor agrees to adhere to, and abide
by, the County policies defined in the link in the attached Schedule B, the County Network
Access Policies regarding Contractor access and use of the Network. Each Contractor
employee that will be accessing the Network must complete and sign the County policies
documents located in the link shown in attached Schedule B.
13.0 Waiver of Breach. Waiver of any breach of any term or condition of this Exhibit
shall not be deemed a waiver of any prior or subsequent breach of the same provision or of
any other provision. No inspection, payment or order for payment of money, acceptance of
the whole or any part of any work performed under this Exhibit, or extension of time shall
operate as a waiver of any provision of this Exhibit, or of any power herein reserved to the
County, or any right to damages or other relief permitted by law. No term or condition of this
Exhibit shall be held to be waived, modified or deleted except by an instrument, in writing,
signed by the Parties hereto.
14.0 Partial Invalidity. If any provision of this Exhibit is found to be invalid or
�-. unenforceable, the remaining provisions of this Exhibit will remain in full force and effect, and
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such invalid or unenforceable provision will be limited and curtailed only to the extent
necessary for it to be valid and enforceable.
15.0 Assignment. Contractor shall not transfer or assign any of its rights or obligations
under the Exhibit to any other party without the prior written consent of the County, which
may be withheld for any reason. Contractor's responsibility for performance of the Exhibit
shall remain, even if the County should agree to such transfer or assignment.
16.0 Clear Understanding. If anything necessary for a clear understanding of any
work or services to be performed by Contractor under this Exhibit has been omitted from the
provisions of this Exhibit including Schedules, or if it appears that various instructions'are in
conflict, Contractor shall secure written instructions from the County's Project Manager before
proceeding with any work or services to be performed under this Exhibit affected by such
omissions or discrepancies. It is understood and agreed that the written terms and provisions
of the Exhibit supersede all verbal communications or Exhibits between the Parties.
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SCHEDULE A
Licensed Programs
The following is a list of the current Contractor Licensed Programs:
APPLICATION
Utility Billing
Customer Information
Service Location Information
Meter /Device Information
Utility Billing Administration
Meter Reading Management
Batch Entry Management
Periodic Transaction Management
Cash Receipting
Report Management
Miscellaneous Accounts Receivable
Rate Study
Financed Impact Fees
Technical Services
Work Order Management
.-� Inventory Management
Facilities Maintenance Management
Transfer to General Ledger
Interface to the Teleworks IVR system
Interface to the Transaction Warehouse iWeb system
Report Management
System Administration
Company Information Management
User Security /Settings Management
Technical Services Configuration
General Ledger Configuration
Task Schedulers and Reminders
O -Mail: Internal Messaging System
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SCHEDULE B
Collier County Network Access Policies
http: / /cww2/ human/ pnp /documents/2700- 5405Comauter TechnologyUse16Dec09 Ddf
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