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1630 Selectron Voice Web Mobile 1 \, [16° r"'`' TT 0/9 :.4:. ID_ TIT Thursday, December 19, 2013 , i—1877--1 1 m.. PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM i-' To: MINIM _ St41/it/a'i'ler/fAJ er YLk-(-) , RE: Selectron Voice Web Mobile (Execute Contract) The item(s) noted below is/are attached and forwarded to your office for the following action(s): Development Order I I Mayor's signature Final Plat(original mylars) I I Recording Letter of Credit Rendering 1 I/4 20 r Maintenance Bond " afe keeping(Vault) Ordinance •e a' ' y anager Performance Bond Payment Bond Resolution El City Manager Signature El City Clerk Attest/Signature Once completed,please: Return originals to Purchasing I I Return copies II / p -9 1,4Special Instructions: ie`�. cl/6( / I ' � c'71 ti (.(L.f l�' t. C--fir),e t:L- Please execute contract Selectron-s ftware .... . ' ,ic.,-('(„7127( , tt( : 't L '1,-L'.t / --P. 1 l,_` Ma.►- 0r z From Date T:\Dept_forms\City Clerk Transmittal Memo-2009.doc Selectron . V O I C E W E B M O B I L E aL n•N December 17, 2013 CO Bill Smith ,{ Purchasing City of Sanford 300 North Park Ave Sanford, FL 32771 Dear Bill: Included are the signed contracts the City's execution. Please keep one original and return the other signed original to our office at the address below.A FedEx shipping label is included in this package for the return shipment. If you need me to schedule a pick-up, please let me know. Jacob Wolff Selectron Technologies, Inc. 12323 SW 66th Avenue Portland, OR 97223 If you have any additional questions, please give me a call directly at 503-597-3326. Sincerely, Jacob Wolff Account Manager Selectron Technologies, Inc. 12323 SW 66th Avenue Portland,OR 97223 V:866.878.0048 F:503.443.2052 I.L. • Selectron T E C H N O L O G I E S , I N C. rt°� Master Services and Hosting Agreement This Master Services and Hosting Agreement (this "Agreement") by and between Selectron Technologies, Inc, an Oregon r corporation having a principal place of business at 12323 SW 66th Avenue, Portland,OR 97223,and its successors and assigns ("Licensor"),and the City of Sanford, FL("Customer"). Recitals Whereas, as between Licensor and Customer, Licensor is the owner of all rights, titles, and interest in and to certain software and materials,identified more particularly in this Agreement as the"Licensed Software;"and Whereas, Licensor wishes to grant to Customer, and Customer desires to obtain from Licensor, certain rights to access and use, and to permit authorized Customer employees to access and use the Licensed Software through Licensor's application hosting service,as more particularly described below and in accordance with the terms and conditions of this Agreement. Now,Therefore, in consideration of the mutual promises and covenants contained herein,the parties agree to the following terms and conditions,which set forth the rights,duties and obligations of the parties: Agreement 1. Definitions 1.6 "Server Program" shall mean the object code form of those portions of the Licensed Software that are For purposes of this Agreement,the following terms shall have both designed to be installed and used on a server, and are the following meanings. Any capitalized terms used in this expressly designated as"Server Program(s)"in Exhibit A. Agreement that are not defined in this Section 1 shall have the meaning given to them elsewhere in this Agreement. 1.7 "Service" shall mean the service by which software products and services (including, without limitation, 1.1 "Derivative Work" shall mean a new or the Server Programs) hosted on servers controlled by Licensor modified work that is based on or derived from a preexisting and,as applicable,its designees,are made available through the work, including, ithout limitation, a work that, in the absence g Internet for remote use by third parties. of a license, would infringe the copyright in such preexisting work or that uses trade secrets or other proprietary information with respect to such preexisting work. 1.8 "Term" shall have the meaning set forth in Section 12.1. 1.2 "Documentation" shall mean the standard documentation for the Licensed Software,as generally provided 1.9 "Trademarks" shall mean (a)the by Licensor to its other customers. trademarks, trade names, and service marks used by a party, whether registered or unregistered; (b)the respective stylistic marks and distinctive logotypes for such trademarks, trade 1.3 "Employee" shall mean a then current names, and service marks; and (c)such other marks and employee of Customer. logotypes as either party may designate from time to time in writing. 1.4 "Intellectual Property Rights" shall mean worldwide statutory and common law rights associated with 1.10 "Updates" shall mean any modifications, (a)patents and patent applications; (b)works of authorship, error corrections,bug fixes,new releases,or other updates of or including copyrights, copyright applications, copyright to the Server Programs and Documentation that may be registrations,and"moral rights";(c)the protection of trade and provided or otherwise made available hereunder by Licensor to industrial secrets and confidential information; (d)Trademarks Customer during the Term. (as defined herein); and (e)divisions, continuations, renewals, and re-issuances of any of the foregoing, now existing or acquired in the future. 2. Grant of License;Restrictions 1.5 "Licensed Software" shall mean, 2.1 Grant of License to Use Server Programs. collectively, (a)those Server Programs that are set forth in Subject to the terms and conditions of this Agreement and the Exhibit A;(b)the Documentation;and(c)any Updates. timely payment of all fees hereunder, Licensor hereby grants to 1 Customer a non-exclusive, nontransferable, nonsublicensable, 3. Deliverables and Services limited license, during the Term, to access and use the Server Programs as made available by Licensor through the Service, 3.1 Delivery of Documentation. Licensor shall solely in accordance with the Documentation and solely for provide Customer with the Documentation according to the Customer's own internal business use. Customer may only delivery terms and conditions set forth in Exhibit A. All access and use the Server Programs with valid customer deliveries under this Agreement, including, without limitation, identification(s) and password(s) granted to Customer by any Documentation,shall be F.O.B.Licensor's facilities. Licensor pursuant to Section 3.2. Except as set forth in this Section 2.1, no other right or license of any kind is granted by 3.2 Customer Identification and Passwords. Licensor to Customer hereunder with respect to the Server Licensor shall provide Customer with identification and Programs. passwords, which Customer must use to access and use the Licensed Software and/or the Service. Customer shall receive 2.2 Restrictions. Customer hereby one "Administrator Identification" and one "Administrator acknowledges and agrees that it shall not use the Service for any Password" that may be used by Customer's system purpose other than the purpose for which Licensor has administrator or other qualified Employee, in accordance with developed the Service, and that it shall use the Licensed the Documentation, to access certain Customer account Software and the Service in accordance with all applicable laws, information and to obtain and issue individual "User rules,and regulations. Customer shall not,and shall not permit Identification" and "User Passwords" for each individual any Employee or third party to:(a)copy all or any portion of the Employee who shall be accessing the Licensed Software and/or Licensed Software or the Service; (b)decompile,disassemble or the Service. Licensor and/or its suppliers or licensors shall otherwise reverse engineer the Licensed Software or the control the issuance of each Administrator Identification, Service, or any portion thereof, or determine or attempt to Administrator Password, User Identification, and User determine any source code,algorithms,methods,or techniques Password. Customer(a)hereby acknowledges that it bears sole used or embodied in the Licensed Software or Service or any responsibility for protecting all Administrator Identifications, portion thereof, except and only to the extent that applicable Administrator Passwords, User Identifications , and User law, notwithstanding this limitation, expressly permits such Passwords granted in connection with this Agreement; (b)shall activity; (c)modify, translate, or create any Derivative Works not provide any such information to any third party;and(c)shall based upon the Licensed Software or the Service; (d)distribute, remain fully responsible and liable for(and Licensor shall not be disclose, market, rent, lease, sell,timeshare,assign, sublicense, responsible or liable for) any unauthorized use of any pledge, or otherwise transfer the Licensed Software or the Administrator Identifications, Administrator Passwords, User Service, in whole or in part, to any third party, or use the Identifications,or User Passwords. Licensed Software for the commercial or other benefit of a third party; (e)remove or alter any copyright, Trademark, or other 3.3 Hosting. During the Term, Licensor and/or proprietary notices, legends,symbols,or labels appearing on or its designees shall host and maintain the Server Programs and in the Licensed Software or the Service; (f)perform, or release the Service, and provide access thereto, subject to the terms the results of, benchmark tests or other comparisons of the and conditions of this Agreement. Licensed Software or the Service with other software or materials; (g)permit the Licensed Software to be used for or in 3.4 Updates, Maintenance, and Technical connection with any facility management, service bureau, or Support. During the Term,Licensor shall provide Customer with time-sharing purposes, services, or arrangements, or otherwise (or, with respect to Server Programs, make available to used for processing data or other information on behalf of any Customer) Updates as they are made generally available by third party;(h)incorporate the Licensed Software or any portion Licensor to its other customers, as well as maintenance and thereof into any other materials, products, or services, or use technical support, in accordance with the terms and conditions the Licensed Software for production purposes; or (i)use the set forth in Exhibit B. Any Update provided or made available by Licensed Software for any purpose other than in accordance Licensor hereunder shall be deemed part of the Licensed with the terms and conditions of this Agreement. In the event Software and shall be subject to the terms and conditions of this of any violation of this Section 2.2, Licensor may terminate this Agreement. Agreement in accordance with Section 11.2, and shall be entitled to equitable relief in accordance with Section 12.5. 3.5 Further Customer Obligations. Customer shall be solely responsible for accessing the Server Programs 2.3 Restrictions. Licensor hereby acknowledges and the Service,and for any and all costs and fees in connection that the Customer Materials will contain sensitive, personally- with accessing and using the Licensed Software and/or the identifiable information. Licensor will not disclose Customer Service, including, without limitation, Internet service provider Materials to any third-party and will maintain and use the fees, telecommunications fees, and the costs of any and all Customer Materials only for purposes of making the Customer equipment used by Customer in connection with accessing the Materials available to Customer. Licensor will promptly delete Licensed Software and/or the Service. Customer acknowledges any Customer Materials that Customer requests in writing to be that Licensor shall have no obligation to assist Customer in using deleted(except for data retention required by law). 2 or accessing the Licensed Software or the Service except as the receiving party prior to its first receipt from the disclosing expressly set forth in this Agreement. Party. The receiving party shall be entitled to disclose the disclosing party's Proprietary Information if required by law or a 4. Fees and Payment judicial order; provided that the receiving party first provides prompt notice of the required disclosure to the disclosing party, Customer shall pay to Licensor service fees ("Service Fees") in and complies with any protective or similar order obtained by the amounts and according to the terms and conditions set the disclosing party limiting the required disclosure. forth in Exhibit A. 7. Representations and Warranties; Warranty 5. Proprietary Rights Disclaimer. As between Licensor and Customer,Licensor and/or its licensors 7.1 Mutual Representations. Each party own and shall retain all right, title and interest, including, represents and warrants to the other party that the execution, without limitation,all Intellectual Property Rights, in and to the delivery and performance of this Agreement (a)is within its Licensed Software and the Service and any portions thereof, corporate powers, (b)has been duly authorized by all necessary including,without limitation,any copy or Derivative Work of the corporate action on such party's part,and(c)does not and shall Licensed Software or Service (or any portion thereof) and any not contravene or constitute a default under, and is not and Updates and upgrades thereto. Customer agrees to take any shall not be inconsistent with,any judgment decree or order,or action reasonably requested by Licensor to evidence, maintain, any contract, agreement, or other undertaking, applicable to enforce, or defend the foregoing. Customer shall not take any such party. action to jeopardize,encumber,limit,or interfere in any manner with Licensor's or its licensors' ownership of and rights with 7.2 Limited Warranty. Subject to the limitations respect to the Licensed Software or Service, or any Derivative set forth in this Agreement,Licensor represents and warrants to Work or Update or upgrade thereto. The Licensed Software is Customer that the Server Program, when used in accordance licensed, not sold,and Customer shall have only those rights in with the Documentation, shall throughout the Term and to the Licensed Software and Service and any Derivative substantially conform to the functional specifications in such Work or Update or upgrade thereto as are expressly granted to Documentation as delivered to Customer. If Customer finds it under this Agreement. what it reasonably believes to be a failure of the Server Program to substantially conform to the functional specifications in the 6. Proprietary Information Documentation, and provides Licensor with a written report that describes such failure in sufficient detail to enable Licensor During the Term of this Agreement and after the termination of to reproduce such failure, Licensor shall use commercially this Agreement, the parties will take all steps reasonably reasonable efforts to correct or provide a workaround for such necessary to hold the other party's Proprietary Information in failure at no additional charge to Customer. Outside the United confidence, will not use the other party's Proprietary States, this limited warranty is only available with proof of Information in any manner or for any purpose not expressly set purchase from an authorized non-U.S.source. EXCEPT FOR THE forth in this Agreement, and will not disclose any such EXPRESS WARRANTY ABOVE, LICENSOR PROVIDES THE Proprietary Information to any third party without the disclosing LICENSED SOFTWARE AND SERVER PROGRAM TO CUSTOMER party's express prior written consent. "Proprietary Information" "AS IS"AND"AS AVAILABLE." LICENSOR MAKES NO WARRANTY includes,but is not limited to(a) the Licensed Software and the THAT ALL ERRORS, FAILURES, OR DEFECTS SHALL BE Service(including any and all Derivative Works and Updates and CORRECTED, OR THAT ACCESS TO OR USE OF THE SERVICE OR upgrades thereto); (b) all Administrator Identifications, SERVER PROGRAM SHALL BE UNINTERRUPTED,ERROR-FREE,OR Administrator Passwords, User Identifications, and User SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE Passwords, Reports; (c) trade secrets, inventions, ideas, PROVIDED BY LICENSOR,ITS AGENTS,OR ITS EMPLOYEES,SHALL processes,formulas,source and object codes,data,other works CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE of authorship, know-how, improvements, discoveries, OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS developments, designs, and techniques; (d) information AGREEMENT. Except as provided in Section 3.4,this Section 7.2 regarding plans for research, development, new products, states the entire liability of Licensor and the sole and exclusive marketing and selling, budges and unpublished financial remedy of Customer with respect to any express or implied statements, licenses, prices and costs,suppliers and customers; warranties hereunder or otherwise in connection with this and (e) information regarding the skills and compensation of Agreement,regardless of whether Licensor knows or has reason employees. Nothing will be considered to be Proprietary to know of Customer's particular needs. Information if(1) it is readily available to the public other than by a breach of this Agreement;(2)it has been rightfully received 7.3 Exclusive Warranty. THE EXPRESS by the receiving party from a third party without confidential WARRANTY SET FORTH IN SECTION 7.2 CONSTITUTES THE ONLY limitations; (3) it has been independently developed by the WARRANTY MADE BY LICENSOR WITH RESPECT TO THE receiving party without reference to or use of the disclosing LICENSED SOFTWARE, THE SERVER PROGRAM, THE SERVICE, party's Proprietary Information;or(4)it was rightfully known to AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. 3 LICENSOR MAKES NO OTHER, AND HEREBY DISCLAIMS ALL not operate or control the Internet and that Licensor shall have OTHER, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF no responsibility or liability in connection with a breach of ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY security or privacy regarding the Licensed Software,Server OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE Program,or the Service or information contained therein that is LICENSED SOFTWARE,THE SERVER PROGRAM,THE SERVICE, OR caused by(i)viruses,worms,Trojan horses,or other undesirable ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. LICENSOR data or software;(ii)unauthorized users,e.g.,hackers;or(iii) EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF any other third party or activity beyond Licensor's reasonable MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, control. TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF 8.2 Outbound Services Disclaimer. Outbound PERFORMANCE, OR USAGE OF TRADE. LICENSOR DOES NOT services are intended to create additional methods of WARRANT THAT ANY USE OF OR ACCESS TO THE LICENSED communication to Customer's employees who use the Licensed SOFTWARE,THE SERVER PROGRAM, OR THE SERVICE SHALL BE Software and Server Program in support of existing processes. ERROR-FREE OR SECURE, OR THAT OPERATION OF THE These services are not intended to replace all interaction with LICENSED SOFTWARE,THE SERVER PROGRAM, OR THE SERVICE Customer's end users or employees. While the outbound SHALL BE UNINTERRUPTED, AND HEREBY DISCLAIMS ANY AND services have been created with the best available tools and ALL LIABILITY IN CONNECTION THEREWITH. CUSTOMER practices, they are dependent on infrastructure that is ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES inherently not fail-proof, including but not limited to OTHER THAN THE EXPRESS WARRANTY IN SECTION 7.2 OF THIS infrastructure such as software, computer hardware, network AGREEMENT. Sections 8.2 and 8.3 shall be enforceable to the services,telephone services,and e-mail. Examples of situations fullest extent allowed by applicable law. that could cause failure include but are not limited to: down phone lines, all lines busy, equipment failure, email address 7.4 Defects Not Covered by Warranties. changes, Internet service disruptions. For this reason, while Licensor shall have no obligations under Section 8.2 to the outbound services are valuable in providing enhanced extent any nonconformance or failure of, or error in, the communication,they are specifically not designed to be used as Licensed Software, Server Program, or Service is caused by: the sole method to deliver critical messages. Customer (a)use of any attachment, feature, hardware, software, or acknowledges that it is aware of the potential hazards device in connection with the Licensed Software, Server associated with relying on an automated outbound service Program, or the Service, or combination of the Licensed feature,when using the Licensed Software and Server Program, Software,Server Program,or Service with any other materials or and Customer acknowledges and agrees that it is giving up in service, unless the combination is performed by Licensor; advance any right to sue or make any claim against Licensor, (b)transportation, neglect, misuse, or misapplication of the and that Customer forever releases Licensor from any and all Licensed Software,Server Program,or the Service,or any use of liability caused by: (a)any failed call attempts(including excess the Licensed Software,Server Program,or the Service that is not of calls over and above network or system capacity),incomplete in accordance with this Agreement and/or the Documentation; calls, or any busy-outs; (ii)any failure to transmit, obtain or (c)alteration, modification, or enhancement of the Licensed collect data from callers or for human and machine errors, Software, Server Program, or the Service, except as may be faulty or erroneous input, inarticulate caller communication, performed by Licensor; or (d)failure to provide a suitable use caller delays or call lengths exceeding estimated call lengths or environment for all or any part of the Licensed Software,Server omissions, delays and losses in connection with the Services Program,or the Service. provided hereunder; or (iii) if Customer, or Customer's employees, suffer injury or damage due to the failure of 8. Security Disclaimer outbound services to operate, even though Customer does not know what or how extensive those injuries or damages might 8.1 Internet Security. Licensor's Licensed be, unless such Losses were directly attributed to Company's Software is made available through the Internet and may be gross negligence or willful misconduct. used to access and transfer information over the Internet. 9. Indemnification Customer is solely responsible for the security and integrity of information it transfers from the Licensed Software,if any. 9.1 Indemnity Obligations of Licensor. Licensor Licensor makes no representations or warranties to Customer shall defend any action brought against Customer to the extent regarding(i)the security or privacy of Customer's network it is based on a third party claim that use by Customer of the environment,or(ii)any third-party technologies'or services' Licensed Software as furnished hereunder, which use is in ability to meet Customer's security and privacy needs. These accordance with the terms and conditions of this Agreement, third-party technologies and services may include,but are not directly infringes any valid United States patent, copyright, or limited to,operating systems,database management systems, trade secret. Licensor shall pay any liabilities, costs, damages, web servers,and payment processing services. Customer is and expenses (including reasonable attorney's fees) finally solely responsible for ensuring a secure environment for awarded against Customer in such action that are attributable information it transfers from the Licensed Software,if any, to such claim,provided:(a)Customer notifies Licensor in writing Further,Customer acknowledges and agrees that Licensor does of any such claim within three(3)days of learning of such claim; 4 (b)Licensor has sole control of the defense and all related LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY settlement negotiations; and (c)Customer cooperates with LOSS OF PROFITS,LOSS OF BUSINESS,LOSS OF USE OR DATA,OR Licensor, at Licensor's expense, in defending or settling such INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, claim(provided that Licensor shall not enter into any settlement INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE or other compromise that materially adversely affects Customer DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING without Customer's written approval, not to be unreasonably FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT withheld,delayed,or conditioned). In addition to the foregoing, MATTER HEREOF,EVEN IF LICENSOR HAS BEEN ADVISED OF THE Customer agrees to promptly notify Licensor of any known or POSSIBILITY OF SUCH DAMAGES,HOWEVER CAUSED. suspected infringement or misappropriation of Licensor's proprietary rights of which Customer becomes aware. Should 10.2 Maximum Liability. Notwithstanding the Licensed Software, Server Program, or the Service become, anything in this Agreement to the contrary or the failure of or be likely to become in Licensor's opinion,the subject of any essential purpose of any limited remedy or limitation of liability, claim of infringement,Licensor may,at its option:(i)procure for Licensor's entire liability arising from or relating to this Customer the right to continue using the potentially infringing Agreement or the subject matter hereof,under any legal theory materials; (ii)replace or modify the potentially infringing (whether in contract, tort or otherwise), shall not exceed the materials to make them non-infringing; or (iii)terminate this amounts actually received by Licensor from Customer Agreement and provide Customer with a refund equal to the hereunder in the twelve(12)months immediately preceding the set-up fees paid by Customer, less an amount equal to the action that gave rise to the claim. Customer acknowledges that depreciated portion of such fees calculated on a five (5) year the License Fees and Service Fees reflect the allocation of risk straight-line basis. set forth in this Agreement and that Licensor would not enter into this Agreement without the limitations on liability set forth 9.2 Exclusions. Licensor shall have no liability in this Agreement. for any claim based upon:(a)the use,operation,or combination of the Licensed Software, Server Program, or the Service with 11. Term and Termination non-Licensor programs, data, equipment, or documentation if liability would have been avoided but for such use,operation,or 11.1 Term. The term of this Agreement (the combination; (b)use of other than the then-current, unaltered "Term")shall commence on the Effective Date and continue for version of the Licensed Software, Server Program, or Service; an initial period of three (3) years therefrom, and shall (c)Customer's or its agents' or Employees' activities after automatically renew for successive one (1) year periods unless Licensor has notified Customer that Licensor believes such either party notifies the other of its intention not to renew prior activities may result in infringement; (d)any modifications to or to ninety (90) days before the end of the then-current term. If markings of the Licensed Software, Server Program, or the Customer cancels prior to the end of the initial period of three Service that are not specifically authorized in writing by (3)years,all fees for the term of this agreement that are unpaid Licensor; (e)any third party software; (f)any Customer will become immediately due. Materials; or (g)Customer's breach or alleged breach of this Agreement. Customer shall pay any liabilities, costs, damages, 11.2 Termination for Default. If either party and expenses (including reasonable attorney's fees) awarded materially defaults in any of its obligations under this against Licensor in such action that are attributable to such Agreement, the non-defaulting party, at its option, shall have claim provided: (i)Licensor notifies Customer in writing of any the right to terminate this Agreement by written notice to the such claim within three (3) days of learning of such claim; other party unless, within sixty(60)calendar days after written (ii)Customer has sole control of the defense and all related notice of such default, the defaulting party remedies the settlement negotiations(provided that Customer shall not enter default, or, in the case of a default which cannot with due into any settlement or other compromise that materially diligence be cured within a period of sixty (60) calendar days, adversely affects Licensor without Licensor's written approval, the defaulting party institutes within the sixty (60-) day- period which shall not be unreasonably withheld, delayed, or substantial steps necessary to remedy the default and conditioned); and (iii)Licensor cooperates with Customer, at thereafter diligently prosecutes the same to completion. Customer's expense,in defending or settling such claim. Notwithstanding anything herein to the contrary, in the event Customer breaches Sections 2.2, 6 and/or 6 of this Agreement, 9.3 This Section 10 states the entire liability of Licensor may immediately terminate this Agreement. Customer Licensor and the exclusive remedy of Customer with respect to shall notify Licensor within twenty-four(24)hours of Customer's infringement of any third-party intellectual property or other becoming aware of any breach (other than by Licensor) of the rights, whether under theory of warranty, indemnity, or terms and conditions of this Agreement, including, without otherwise. limitation,any breach of Sections 2.2,6 or 6. 10. Limitation of Liability 11.3 Termination for Bankruptcy. Either party may terminate this Agreement if the other party (a)becomes 10.1 Limited Remedy. TO THE MAXIMUM insolvent; (b)fails to pay its debts or perform its obligations in EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL the ordinary course of business as they mature; (c)is declared 5 MIL insolvent or admits its insolvency or inability to pay its debts or with the laws of the State of Oregon, U.S.A.,without reference perform its obligations as they mature; or (d)becomes the to its conflicts of law provisions. The United Nations Convention subject of any voluntary or involuntary proceeding in on Contracts for the International Sale of Goods does not apply bankruptcy, liquidation, dissolution, receivership, attachment, to and shall not be used to interpret this Agreement. Any or composition, or makes a general assignment for the benefit dispute regarding this Agreement must be brought in the state of creditors, provided that, in the case of an involuntary or federal courts located in Multnomah County,Oregon,U.S.A. proceeding, the proceeding is not dismissed with prejudice within sixty(60)days after the institution thereof. 12.3 Construction. This Agreement has been negotiated by the parties and their respective counsel. This 11.4 Effect of Termination. Upon the expiration Agreement shall be interpreted fairly in accordance with its or termination of this Agreement,all rights and licenses granted terms and without any construction in favor of or against either to Customer hereunder shall immediately and automatically party. terminate. Within ten (10) days after any termination or expiration of this Agreement, Customer shall, at its sole 12.4 Attorneys' Fees. If any legal action is expense, return to Licensor (or destroy, at Licensor's sole brought relating to this Agreement or the breach hereof, the election) all Licensed Software and Confidential Information prevailing party in any final judgment shall be entitled to the full (and all copies, summaries, and extracts thereof) then in the amount of all reasonable expenses,including all court costs and possession or under the control of Customer and its current or actual attorney fees paid or incurred in good faith. former employees. Customer shall furnish to Licensor an affidavit signed by an officer of Customer certifying that,to the 12.5 Injunctive Relief. In the event that best of its knowledge, such delivery or destruction has been Customer breaches any provision of Sections 2, 6, or 7 or any fully effected. Termination of this Agreement by either party other material provision of this Agreement, Customer shall not act as a waiver of any breach of this Agreement and acknowledges and agrees that there can be no adequate shall not act as a release of either party from any liability for remedy at law to compensate Licensor for such breach,that any breach of such party's obligations under this Agreement. such breach will allow Customer or third parties to compete Neither party shall be liable to the other for damages of any unfairly with Licensor resulting in irreparable harm to Licensor kind solely as a result of terminating this Agreement in that would be difficult to measure; and, therefore, that upon accordance with its terms. Either party's termination of this any such breach or threat thereof, Licensor shall be entitled to Agreement shall be without prejudice to any other right or injunctive and other appropriate equitable relief (without the remedy that it may have at law or in equity,and shall not relieve necessity of proving actual damages or of posting a bond or either party of breaches occurring prior to the effective date of other security), in addition to whatever remedies Licensor may such termination. The provisions of Sections 1 ("Definitions"), have at law,in equity,under this Agreement,or otherwise. 2.2,2.4("Restrictions"),5("Proprietary Rights"),6("Proprietary Information"), 7 ("Representations and Warranties; Warranty 12.6 Waiver. The waiver by either party of a Disclaimer"), 8 ("Security Disclaimer"), 10 ("Indemnification"), breach of or a default under any provision of this Agreement, 11 ("Limitation of Liability"), 12 ("Term and Termination") and shall be in writing and shall not be construed as a waiver of any 13 ("General Provisions"), and Sections 3.4 ("Updates, subsequent breach of or default under the same or any other Maintenance, and Technical Support") and 4 ("Fees and provision of this Agreement, nor shall any delay or omission on Payment")(with respect to amounts accrued but as-yet unpaid), the part of either party to exercise or avail itself of any right or shall survive the expiration or any termination of this remedy that it has or may have hereunder operate as a waiver Agreement. of any right or remedy. 12. General Provisions 12.7 Severability. If the application of any provision of this Agreement to any particular facts or 12.1 Notices. Any notice, request, demand or circumstances shall be held to be invalid or unenforceable,then other communication required or permitted hereunder shall be (a)the validity and enforceability of such provision as applied to in writing,shall reference this Agreement,and shall be deemed any other particular facts or circumstances and the validity of to be properly given (on the earliest of): (a)when delivered other provisions of this Agreement shall not in any way be personally; (b)when sent by facsimile, with written affected or impaired thereby, and (b)such provision shall be confirmation of receipt; or (c)upon receipt three (3) days after enforced to the maximum extent possible so as to effect the having been sent by registered or certified mail, return receipt intent of the parties and reformed without further action by the requested, postage prepaid. All notices shall be sent to the parties to the extent necessary to make such provision valid and address set forth below (or to such other address as may be enforceable. Without limiting the generality of the foregoing, designated by a party by giving written notice to the other party Customer agrees that Section 8.3 will remain in effect pursuant to this Section 13.1): notwithstanding the unenforceability of any provision in Sections 8.2 and/or 8.4. 12.2 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance 6 12.8 Independent Contractor Relationship. computer software, technical data, or computer software Licensor's relationship with Customer will be that of documentation. independent contractor, and nothing contained in this Agreement shall be deemed or construed as creating a joint (b) The parties agree that, in the event that Customer is a venture, partnership, or employer-employee relationship. governmental entity, all other state and local governments Customer is not an agent of Licensor and is not authorized to within Customer's state may purchase a license from Licensor to make any representation,contract,or commitment on behalf of use the Licensed Software and Server Program and may Licensor, or to bind Licensor in any way. Licensor is not an purchase the Service, under the same terms and conditions as agent of Customer and is not authorized to make any set forth in this Agreement by entering into a master services representation, contract, or commitment on behalf of and hosting agreement with the same terms and conditions as Customer,or to bind Customer in any way. Licensor will not be set forth herein with Licensor. entitled to any of the benefits that Customer may make available to its employees, such as group insurance, profit 12.12 Export Controls. The Licensed Software, Server sharing,or retirement benefits. Program,and the Service are subject to the export control laws of the United States and other countries. Customer may not 12.9 Force Majeure. Except for the payment of export or re-export the Licensed Software, Server Program, or monies due hereunder, neither party shall be responsible or Service, unless Customer has first obtained Licensor's prior have any liability for any delay or failure to perform to the written permission and the appropriate United States and extent due to unforeseen circumstances or causes beyond its foreign government licenses, at Customer's sole expense. reasonable control, including, without limitation, acts of God, Customer must otherwise comply with, and contractually earthquake, fire, flood, embargoes, labor disputes and strikes, require that all of its employees comply with, all applicable riots, war, error in the coding of electronic files, Internet or export control laws and regulations in the use of the Licensed other network "brownouts" or failures, power failures, novelty Software, Server Program, and the Service. None of the of product manufacture or other unanticipated product Licensed Software, and no part of the Service, may be development problems,and acts of civil and military authorities; downloaded or otherwise exported or re-exported (a)into any provided that such party gives the other party prompt written country for which the United States has a trade embargo, or notice of the failure to perform and the reason therefor and (b)to anyone on the U.S.Treasury Department's list of Specially uses its reasonable efforts to limit the resulting delay in its Designated Nationals or the U.S. Commerce Department's performance and to mitigate the harm or damage caused by Denied Persons List. Customer represents and warrants that it such delay. is not located in, under the control of,or a national or resident of any such country or on any such list. Customer shall defend, 12.10 Public Announcements. Customer shall indemnify and hold Licensor and all successors, assigns, cooperate with Licensor so that Licensor may issue a press affiliates, suppliers, and each of their officers, directors, release concerning this Agreement;provided,however,Licensor employees,and agents harmless for,from,and against any and may not release any such press release without the prior all claims, allegations, damages, liabilities, and costs and approval of Customer (which shall not be unreasonably expenses(including without limitation attorneys'fees and costs) withheld, delayed, or conditioned). However, without seeking arising out of Customer's violation of such export control laws. prior approval in each instance, Licensor shall have the right to Licensor further agrees to comply with the United States use Customer's name as a customer reference, and to use Foreign Corrupt Practices Act,as amended. Customer's trade name on Licensor's customer lists. 12.13 Captions and Section Headings. The 12.11 U.S. Government Rights. (a) The Licensed Software, captions and Section and paragraph headings used in this Server Program, and Service are "commercial items", as that Agreement are inserted for convenience only and shall not term is defined at 48 C.F.R. 2.101, consisting of "commercial affect the meaning or interpretation of this Agreement. computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 or 12.14 Counterparts. This Agreement may be 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. signed in one or more counterparts, each of which will be 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, the deemed to be an original copy of this Agreement, and, when Licensed Software, Server Program, and Service are licensed to taken together,shall be deemed to constitute one and the same any U.S. Government End Users (i) only as a commercial end agreement. Each party agrees that the delivery of this item and (ii) with only those rights as are granted to all other Agreement by facsimile transmission or by PDF attachment to end users pursuant to the terms and conditions herein. an e-mail transmission will be deemed to be an original of the Manufacturer is Selectron Technologies, Inc., 12323 SW 66th Agreement so transmitted and, at the request of either party, Avenue, Portland, OR 97223, USA. This Section,consistent with the other party will confirm facsimile or e-mail transmitted 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of, and signatures by providing the original document. supersedes, any other Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement, or other clause or 12.15 Modification; Subsequent Terms. No provision that addresses United States Government rights in amendment or modification of any provision of this Agreement 7 shall be effective unless in writing and signed by a duly 12.16 Entire Agreement; Amendment. This authorized signatory of Licensor and Customer. To the extent Agreement,including the Exhibit(s)attached hereto,constitutes that the terms and conditions of the Exhibits hereto or Exhibits the entire agreement between the parties concerning the to subsequent amendments or modifications of or to the subject matter hereof, and supersedes (a)all prior or Agreement ("Subsequent Terms") differ from those herein, contemporaneous representations, discussions, proposals, those Subsequent Terms shall control the interpretation and negotiations, conditions, agreements, and communications, any conflict resolution thereof. The terms on any purchase whether oral or written, between the parties relating to the order or similar document submitted by Customer to Licensor subject matter of this Agreement, and (b)all past courses of will not modify the terms and conditions of this Agreement or dealing and industry custom. have any force or effect. 8 In Witness Whereof, the parties have caused this Agreement to be executed by duly authorized representatives of the parties as of the Effective Date. SELECTRON TECHNOLOGIES,INC. CITY OF SANFORD, FL By: By: .ture ignature Name: ��Csr1+d 4-- J4"ve?`_. Name: lc, Title: Title: 49-e-447 G / ,rpf Date: 12---A ( t 3 Date: // 7//e-1 Address: 12323 SW 66th Avenue Address: 300 r.)1' ` • 1-)ay-/L 0437� Portland,OR 97223 C' Ft_ 3a77 Z 9 EXHIBIT A License and Service Fees PREPARED FOR: Sanford, FL VoicePermitsT M Hosted Interactive Voice Response Solution 1'2 Description One-Time Setup Fee $8,780 Included Functionality: 1 • Schedule Inspections • Permit Based Messaging • Cancel Inspections • VoicePermits Reporting Module • Obtain Inspection Results • Remote Access Software • Post Inspection Results • Four(4) Licensed Ports • Speak Site Address • Professional Voice Recording • Correction Codes Annual Usage&Support Fees(Year 1) $12,585 • Includes 15,000 calls per year, platform and service calls to Selectron's support staff • Additional calls beyond 15,000 will be billed at$0.40 per call Annual Usage&Support Fees(Year 2) $12,914 • Includes 15,000 calls per year, platform and service calls to Selectron's support staff • Additional calls beyond 15,000 will be billed at$0.40 per call Annual Usage&Support Fees (Year 3) $13,260 ' • Includes 15,000 calls per year, platform and service calls to Selectron's support staff • Additional calls beyond 15,000 will be billed at$0.40 per call Required Items Not Included in Selectron Technologies VoicePermits Base System • Required Host Interface(Please contact SunGard Public Sector for Pricing for'BP/IVR Voice Response Selectron Interface') • Host Interface Components Must Be Installed and Functioning Prior to Development • Customer Must Provide Remote Access to Network for Real-Time Interface 'Quote provided is based on 3-year term. 2 The maximum call length is 5 minutes. 10 SELECTRON PRODUCT AND SERVICE PRICING & PAYMENT INFORMATION Pricing does not include additional application integration charges that may be required as part of this solution.This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor. INVOICING SCHEDULE One-Time Setup Fees for Hosted IVR and Relay Outbound Services 50% Invoiced At Time of Execution of Contracts 50% Invoiced when call flow design documents are executed Annual Usage and Support Fees for Hosted IVR and Relay Outbound Services 100% Invoiced 30 calendar days after client testing is made available,when the system is made operational to the public, or whichever occurs first.This will also serve as the annual renewal date for calculating usage and renewal. Interest Any amounts payable by Customer to Licensor hereunder which remain overdue for thirty (30) days or longer shall be subject to interest equal to the lesser of one and one-half percent (1.5%) per month and the maximum amount permitted by law, calculated on a daily basis. Taxes All prices set forth in this Agreement are in U.S. Dollars and are exclusive of any applicable taxes. Customer shall pay, indemnify, and hold Licensor harmless from all import and export duties, customs fees, levies, or imposts, and all sales, use, value added, or other fees, governmental charges, or taxes of any nature (other than U.S. taxes on Licensor's income), including penalties and interest, and all government permit or license fees assessed upon or with respect to any products sold, leased, or licensed to Customer and any services rendered to Customer. Payment Terms Terms are net 30 from date of invoice. Past due invoices are subject to a 1.5% per month late fee. Vendor Information Selectron Technologies, Inc. 12323 SW 66th Avenue Portland, OR 97223 Ph: 503.443.1400 Fax: 503.443.2052 Time-and-Materials Billing Rates Selectron will provide custom programming and non-warranty maintenance Client support on a time- and-materials basis. Requested design, programming, testing, documentation, implementation work, and customer support will be performed at our then current, standard published billing rates. Selectron will issue a quote and scope of work to the Client. A purchase order must be issued before work can be scheduled or begin. 11 EXHIBIT B Maintenance and Technical Support This Exhibit describes the software maintenance and support services that Licensor shall provide for Customer. Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in the Agreement. A. "Error" means any failure of the Licensed Software or the Service, as applicable, to conform in any material respect with the Documentation. B. "Error Correction" means either a bug fix, patch, or other modification or addition that brings the Licensed Software or the Service, as applicable, into material conformity with the Documentation. C. "Priority A Error" means an Error that renders Licensed Software or the Service, as applicable, inoperative or causes a complete failure of the Licensed Software or the Service, as applicable. D. "Priority B Error" means an Error that substantially degrades the performance of Licensed Software or the Service, as applicable,or materially restricts Customer's use of the Licensed Software or the Service, as applicable. E. "Priority C Error" means an Error that causes only a minor impact on Customer's use of Licensed Software or the Service, as applicable. II. Error Reporting and Resolution A. Error Reporting. Licensor shall provide Customer with telephone customer support twenty-four(24) hours per day, seven (7) days per week for the reporting of Priority A Errors, and telephone support during Licensor's normal business hours for the reporting of Priority B and Priority C Errors, in each event excluding Licensor holidays. B. Licensed Software Error Resolution. Licensor shall use commercially reasonable efforts to: (a) notify applicable Vendors of all Licensed Software Errors properly reported by Customer in accordance with Section 11(A)of this Exhibit A. (b) make available to Customer any Error Corrections that are made available by such Vendor(s)to Licensor promptly after such Error Corrections are delivered to Licensor; and (c) update Customer with respect to the progress of the resolution of all Licensed Software Errors. C. Service Error Resolution. Customer shall report all Errors in the Service to Licensor in sufficient detail,with sufficient explanation of the circumstances under which the Error occurred or is occurring, and shall reasonably classify the Error as a Priority A, B, or C Error. Licensor shall use commercially reasonable efforts to correct any Error in the Service reported by Customer, in accordance with the priority level actually assigned by Licensor to such Error, as follows: 12 1. Priority A Service Errors. In the event of a Priority A Error in the Service, Licensor shall,within two (2) hours of receiving Customer's report, commence verification of the Error. Upon verification, Licensor shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use commercially reasonable efforts to provide a workaround for the Service Error within twenty-four(24) hours of receiving Customer's report of such Error, and an Error Correction within forty-eight (48) hours of receiving Customer's report. Licensor shall provide Customer with periodic reports (no less frequently than once every eight (8) hours) on the status of the Service Error Correction. 2. Priority B Service Errors. In the event of a Priority B Error in the Service, Licensor shall,within six (6) hours of receiving Customer's report, commence verification of the Error. Upon verification, Licensor shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use commercially reasonable efforts to provide a workaround for the Service Error within forty-eight(48) hours of receiving Customer's report of such Error, and an Error Correction within six(6) business days of receiving Customer's report. Licensor shall provide Customer with periodic reports (no less frequently than once every twelve (12) hours)on the status of the Service Error Correction. 3. Priority C Service Errors. In the event of a Priority C Error in the Service, Licensor shall,within two (2) business days of receiving Customer's report, commence verification of the Error. Upon verification, Licensor shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use commercially reasonable efforts to provide a workaround for the Service Error within six (6) business days of receiving Customer's report of such Error, and an Error Correction within three (3)weeks of receiving Customer's report. Licensor shall provide Customer with periodic reports on the status of the Service Error Correction. 13 EXHIBIT C Statement of Work 14 Selectron Micsaft.Partner TECHNOLOGIES , I N C. Gold Independent Software Vendor(ISV) Statement of Work Sanford, FL VoicePermitsTM Hosted Solution Correction Codes Professional Voice Recording (Call Flow and System Prompts) Professional Voice Recording (Correction Codes) Professional Voice Recording (Street Names) www.SelectronTechnologies.com Selectron Technologies,the Selectron Technologies logo,and all Selectron Technologies product names contained herein are trademarks or registered trademarks of Selectron Technologies, Inc. in the USA 2.20.8 and/or other countries.All other brand names are trademarks of their respective holders. Selectron Technologies Statement of Work proprietary&confidential Table of Contents 1 .0 Overview 2 1.1 Revision History 2 2.0 Functionality 2 2.1 VoicePermits 2 3.0 Administrative Tasks 3 3.1 VoicePermits 3 4.0 Deliverables 6 4.1 Hardware 6 4.2 Software 6 4.3 Administrative Training 7 4.4 Interface Upgrades 7 4.5 Documentation 7 4.6 Support 7 5.0 Responsibilities and Requirements 7 5.1 Selectron Technologies, Inc. 7 5.2 Customer 9 8/27/13 2.20.8 1 Selectron Technologies Statement of Work proprietary&confidential 1 .0 Overview This Statement of Work(SOW) outlines the software and implementation services included with the purchase of a hosted interactive solution from Selectron Technologies. Additionally, this docu- ment describes the Customer's responsibilities in providing a suitable environment and facilitating a successful implementation of the Selectron Technologies' interactive solution. 1.1 Revision History Version # Details Date 1.0 Initial Release 8/27/2013 2.0 Functionality This section details the functionality of each application included in the implementation of this inter- active solution. All functions and features are dependent upon required permitting database avail- ability. The interactive solution must be able to retrieve data from the permitting database either through direct access or through an indirect interface provided by the Customer and/or database vendor. In addition, the interactive solution is required to post data back to the permitting database. Normally, an indirect interface is provided to ensure system integrity for posted data. The exact data required for retrieval and posting by the interactive solution is determined by final product definition including agreed upon call flow, business rules, and work process. Additionally, the call flow, business rules, and work process may be limited by the availability and access to data. 2.1 VoicePermits The VoicePermits application interacts with the Customer's permitting database to deliver information and services over the phone to callers. 2.1.1 Standard Feature Set This section details the standard features included with the VoicePermits application. 2.1.1.1 Inspection Scheduling VoicePermits allows callers to schedule, reschedule, and cancel inspections. Additionally, callers can leave messages for inspectors; messages are stored on the interactive solution's server for 90 days. Once the caller has sched- uled, rescheduled, or cancelled an inspection, they will receive a confirmation number. To access scheduling functionality, callers must enter a valid permit number. 2.1.1.2 Posting Inspection Results Inspectors can use VoicePermits to post inspection results, hear messages left by the permit holder, and leave a message for the permit holder. To ensure security, inspectors must enter a PIN prior to recording results. The 8/27/13 2.20.8 2 Selectron Technologies Statement of Work proprietary&confidential PIN can be determined by the Customer, but must be validated by the permit- ting database. 2.1.1.3 Obtain Inspection Results Permit holders can call VoicePermits to listen to the results of their scheduled inspection and listen to any messages left by the inspector; messages are stored on the interactive solution's server for 90 days. To access inspection results, callers must enter a valid permit number. 2.1.2 Additional Features This section details the optional, add-on modules included with the VoicePermits application. 2.1.2.1 Correction Codes When posting results for a failed inspection, the inspector can enter a correc- tion code. Correction codes detail the specific reason for inspection failure. The description of the correction code is available to callers requesting inspection results. The permitting database must allow the input of correction codes, as well as access to the field storing the codes, to allow full functionality of this module. The Customer is responsible for maintaining correction code data (section 3.1.10, Maintain Correction Codes). 2.1.2.2 Professional Voice Recording All system prompts (including call flow), correction code descriptions, and street names are professionally recorded prior to installation. The following non-system prompt and message types are not included, and require Cus- tomer recording: • Optional Greeting (section 3.1.4, Append an Optional Greeting) For more information regarding non-system prompt recording, refer to section 3.1.7, Record Prompts and Responses. The Customer must sign-off on all Professional Voice Recording scripts prior to prompt recording. All prompt change requests after recording has been completed may incur additional charges on a Time and Materials basis(street names will be updated on a quarterly basis as described in section 3.1.6,Add New Streets). 3.0 Administrative Tasks This section details tasks that the Customer's system administrator can perform while maintaining and operating the interactive solution. 3.1 VoicePermits The tasks listed below apply to the VoicePermits application. 8/27/13 2.20.8 3 • • Selectron Technologies Statement of Work proprietary&confidential 3.1.1 Run System Reports System administrators can generate, view, save, and print system usage reports using Internet Explorer®7.0 or newer, with access to the Customer's intranet. Reports can be saved as PDF files from the browser. System administrators can also configure reports for automatic delivery to designated e-mail addresses. Auto-delivery frequency options include monthly, weekly, and daily. Table 1 lists the reports available with this implementation. Table 1 System Reports Report Definition System Usage Calls received by day for selected date range System Line Usage Calls received by line for selected date range System Usage by Hour Calls received by hour for selected date range System Statistics Displays consolidated usage informa- tion, including time in use and call time information Call Activity Details Displays all actions that a caller made during a call Inspector Posting Activity Lists all inspections posted by each inspector for a selected date range Action Report Number of times the application functions were selected for selected date range 3.1.2 Set Operator Transfer Extension By setting the operator transfer extension, system administrators can determine where VoicePermits transfers calls. Calls can be transferred to different extensions depending on the time of day and what type of information the caller is requesting. Operator transfer settings are managed using the Administration Tool (section 4.2, Software). 3.1.3 Set Office Hours and Holidays When office hours and holidays have been set, the system checks against the office hours and holiday schedule to determine the correct action when transferring calls. 3.1.4 Append an Optional Greeting Appending an optional greeting instructs the system to play an additional greeting message when callers access VoicePermits. The optional greeting can be used to inform callers of changes in office hours or upcoming holidays. System administrators are responsible for recording the optional greeting. Training on how to record prompts 8/27/13 2.20.8 4 Selectron Technologies Statement of Work proprietary&confidential and responses is provided during system installation (section 4.3.3, Provide Admin- istrative Training). 3.1.5 Control Administrative Access The system administrator is responsible for creating and deleting administrative accounts, editing account access levels, and changing the prompt recording access PIN for the interactive solution. Access levels can be set to only allow reporting capa- bilities or to allow full administrative access. Administrative access can be set using the Administration Tool (section 4.2, Software). 3.1.6 Add New Streets As new streets are added to the Customer's jurisdiction, the system administrator should add them to VoicePermits; this ensures that appropriate responses are played to caller inquiries. Adding new street names and words requires two steps: creating the file in the Administration Tool (section 4.2, Software)and then recording the name or word using the telephone. When Professional Voice Recording has been implemented, street name prompts are recorded prior to system delivery. Any new or updated prompts can be recorded for the Customer on a quarterly basis; prompts needing immediate recording, between quarterly updates, are the Customer's responsibility (section 3.1.7, Record Prompts and Responses). Note that, in order for Selectron Technologies to identify new streets, they must exist in the VoicePermits database. Access to quarterly voice updates is contingent upon an active Support and Maintenance plan; refer to the Con- tract for more details. 3.1.7 Record Prompts and Responses New street words, codes, or system prompts need to be recorded. Recording prompts and responses creates an audio file for use by VoicePermits during a call. Each word or phrase has a unique identifying number that is used in recording. After a report is generated showing the number of unrecorded prompts, a system administrator can call the system to record the missing prompts. When purchasing Professional Voice Recording, all system prompts (including call flow), correction codes, and street names are recorded prior to system delivery. How- ever, non-system prompt types and messages must be recorded by the Customer; refer to section 2.1.2.2, Professional Voice Recording, for a list of non-system prompts. Training on how to record prompts and responses is provided during system installation (section 4.3.3, Provide Administrative Training). 3.1.8 Set Maximum Message Length The VoicePermits application allows callers to leave messages for inspectors. By set- ting the maximum message length, the system administrator can determine a specific amount of time for messages. While messages can be any length, Selectron Technol- ogies recommends that they be no longer than the automatic default of five minutes. 3.1.9 Define Schedule Days The VoicePermits application offers callers a specific number of days ahead for inspection scheduling. The system administrator can set the number of available days 8/27/13 2.20.8 5 Selectron Technologies Statement of Work proprietary&confidential using the Administration Tool (section 4.2, Software). The Customer's business rules determine how many days forward VoicePermits will offer callers. 3.1.10 Maintain Correction Codes The system administrator is responsible for adding, editing, and deleting VoicePer- mits' correction codes using the Administration Tool (section 4.2, Software). When correction codes are added, the system administrator must also create a correspond- ing recording of the description to be played back to callers (section 3.1.7, Record Prompts and Responses). Selectron Technologies assists the Customer with the ini- tial code configuration. When Professional Voice Recording is implemented, prompt recording for correction codes is done prior to system delivery. The Customer is responsible for recording any subsequent correction code prompts. Selectron Technologies offers additional prompt recording of correction codes on a time and materials basis. 4.0 Deliverables This section details the hardware, software, and services included in system implementation. 4.1 Hardware No hardware is included when purchasing a hosted interactive solution. 4.2 Software 4.2.1 Selectron Technologies Software The interactive solution's server(Appendix A, section B.1, Server) has the following Selectron Technologies' software installed: • VoicePermits application software In addition to the software listed above, the base system includes two licenses for the Administration Tool. The Customer uses this software to remotely define user-configu- rable settings in the interactive solution. One license is pre-installed on the server (Appendix A, section B.1, Server); the second license allows the Customer to install the Administration Tool on a workstation. Additional Administration Tool licenses can be purchased. With a hosted solution, the Customer will need to remotely access the application server via a VPN or pinhole (method to be determined during system implementation) to perform system administration. 4.2.2 Third-Party Software The interactive solution's server has the following third-party software installed: • Microsoft®SQL®Server 2008 • Microsoft Visual C#® 8/27/13 2.20.8 6 Selectron Technologies Statement of Work proprietary&confidential 4.3 Administrative Training Selectron Technologies will provide Administration training for the interactive solution. Train- ing also includes guidance on how system administrators can train additional staff. Training for non-system prompt recording is also provided (refer to section 2.1.2.2, Profes- sional Voice Recording, for a list of non-system, VoicePermits prompts) 4.4 Interface Upgrades After the initial implementation of the interactive solution, the application database vendor may release new updates to their application or its interface that enable previously unavail- able standard functionality described in this document. Implementing these features in a completed interactive solution with an upgraded application or interface will normally require professional services outside the scope of this document. 4.5 Documentation A electronic copy of the Administration Manual for each included application is provided in PDF format. 4.6 Support Selectron Technologies' interactive solution has been thoroughly tested to ensure that the performance and functionality described in this document is accurate. The solution's soft- ware and hardware components are dependent on many services and applications within the Customer's operating environment that can impact system performance. While the inter- active solution is designed to minimize performance interruptions, from time to time they will occur. Once notified of an interruption, Selectron's Customer Support Service begins trou- bleshooting the issue, with the objective of returning the system to full functionality as quickly as possible. Refer to your Service Agreement, or section 5.1.2, On-going System Maintenance, of this document, for more information regarding services provided with the interactive solution. 5.0 Responsibilities and Requirements 5.1 Selectron Technologies, Inc. This section outlines Selectron Technologies' responsibilities regarding system implementa- tion and maintenance. 5.1.1 Pre-Installation 5.1.1.1 Provide Project Management Selectron Technologies assigns a Project Manager to the system implemen- tation. The Project Manager is the Customer's primary contact at Selectron Technologies and coordinates all necessary communication and resources. 8/27/13 2.20.8 7 Selectron Technologies Statement of Work proprietary&confidential 5.1.1.2 Provide Documentation The Project Manager provides the Customer with the following documents to help facilitate the implementation process: • Implementation Questionnaire- identifies the Customer's functional needs and is used to create an implementation timetable. Each applica- tion included with this implementation has its own questionnaire (refer to section 2.0, Functionality, for a list of included applications). • Remote Access Questionnaire-details information needed by Selectron Technologies to remotely access the Customer's network and permit- ting database, prior to system delivery and installation, to allow for com- plete system testing. Refer to section 5.2.1.5, Provide Remote Network Access to Permitting Database, for more information. • Implementation Timetable-details project schedule and details all proj- ect milestones. • Quality Assurance Test Plan-assists the Customer in determining that the interactive solution is functioning as specified in the Contract. • System Acceptance Sign-off Form-indicates that the Customer has ver- ified service functionality. 5.1.1.3 Develop Call Flow The Project Manager works with the Customer to develop and complete the call flow design. Software development cannot begin until the call flow design is completed and approved by the Customer. 5.1.1.4 Provide Configuration Assistance The Project Manager assists the Customer with the configuration of user- defined options. 5.1.1.5 Perform Quality Assurance Testing Selectron Technologies thoroughly tests all applications and hardware prior to delivery, ensuring system functionality. 5.1.1.6 Provide Marketing Materials Selectron Technologies provides marketing collateral that the Customer can use to promote the interactive solution to citizens. Marketing collateral includes a poster, tri-fold brochure, and business card; standard templates for each item are used. Collateral is developed using Adobe® InDesign®CS2 and is provided to the Customer in PDF format(original InDesign files are pro- vided upon request). Marketing collateral is adapted to the Customer's jurisdiction. Selectron Tech- nologies' Project Manager assists the Customer in gathering the correct infor- mation to be displayed on the marketing collateral. Information displayed includes the following: • Interactive solution's phone number • Jurisdiction logo (preferably in EPS format) • Jurisdiction address 8/27/13 2.20.8 8 Selectron Technologies Statement of Work proprietary&confidential • Name of the interactive solution, if Selectron branding is not utilized • Included modules and functionality • Additional contact/informational phone numbers • Inspection codes The templates are adapted to fit the Customer's jurisdiction using the informa- tion from the above list. The Customer is able to review the material to ensure information accuracy. If errors exist, the marketing materials are emended to display the correct information. Any changes to the collateral that do not include the items listed above (e.g., design changes to the template) are billed on a time and materials basis. Any changes to the marketing materials after final delivery are also billed on a time and materials basis. 5.1.2 On-going System Maintenance Selectron Technologies' hosted solutions include repair or replacement of any failed software component, a toll-free support line, and dial-in technical support for the solu- tion. Refer to the Contract for more information. 5.2 Customer This section outlines the Customer's system implementation and maintenance require- ments. 5.2.1 Pre-Implementation 5.2.1.1 Return Implementation Questionnaire Selectron Technologies' Project Manager provides the Customer with an implementation questionnaire (section 5.1.1.2, Provide Documentation). The implementation questionnaire must be returned prior to developing the call flow design and the implementation timetable. Each application included in the interactive solution has a separate implementation questionnaire. Refer to section 2.0, Functionality, for a list of all included applications. 5.2.1.2 Provide Customer Specific Information The following information should be supplied to Selectron Technologies, in conjunction with the Implementation Questionnaire, to help create a precisely integrated product. For further clarification on the format and detail of the fol- lowing data, refer to the Implementation Questionnaire or contact your Selec- tron Technologies' Project Manager. • Street names • Observed holidays • Extensions used for transfer functions • Inspection result codes and descriptions • Permit status codes and types • Inspection types and descriptions • Validations used for scheduling an inspection • Correction codes and descriptions 8/27/13 2.20.8 9 Selectron Technologies Statement of Work proprietary&confidential • Permit numbering scheme 5.2.1.3 Define Permitting System and Interface Specifications Selectron Technologies configures the interactive solution according to the Customer's completely defined permitting system and interface specifica- tions. If the permitting system and interface are being developed in conjunc- tion with the interactive solution, Selectron Technologies works with the Customer and permitting system vendor to define system specifications. The specifications must be completely defined prior to starting development on the interactive solution. Any subsequent changes to the defined specifications during development are billable on a time and materials basis. 5.2.1.4 Approve Call Flow The Customer is responsible for approving the call flow design developed by Selectron Technologies' Project Manager. Once the call flow design has been approved, software development begins. 5.2.1.5 Provide Remote Network Access to Permitting Database In order to fully test the interactive solution, Selectron Technologies requires access to the permitting database prior to installation. Selectron Technolo- gies' Project Manager provides a Remote Access Questionnaire to help the Customer identify the necessary requirements(section 5.1.1.2, Provide Doc- umentation). If remote access is not granted, the Customer should inform the Project Manager immediately. While system installation can be successful without prior access to the permit- ting database, additional, post-installation development and testing time will be necessary, delaying system activation by 1-2 weeks. 5.2.2 Implementation 5.2.2.1 Provide Permitting Database Access The interactive solution's server must have access to the permitting database and must be allowed access as a user on the database. The server may require additional licenses in order to have full access to the permitting data- base; these licenses are the Customer's responsibility. In addition, the Cus- tomer must purchase and implement the permitting database's interface. 5.2.2.2 Confirm Service Functionality The Customer has 30 calendar days after on-site installation to verify the functionality of the interactive solution. Within the 30-day system acceptance period the Customer should test system functionality using the provided Qual- ity Assurance Test Plan (section 5.1.1.2, Provide Documentation). Addition- ally, the System Acceptance Sign-off form (section 5.1.1.2, Provide Documentation) must be sent to Selectron Technologies' Project Manager within this period. 5.2.3 On-going System Responsibilities and Requirements 5.2.3.1 Provide Remote Access Remote access to the interactive solution's server must be provided to Selec- tron Technologies staff for development and technical support. Remote 8/27/13 2.20.8 10 Selectron Technologies Statement of Work proprietary&confidential access can be set up using a VPN (Virtual Private Network) or IP (Internet Protocol) pinhole—Selectron Technologies' Project Manager assists the Cus- tomer in choosing a solution that best fits the situation. Additionally, Selectron Technologies requires a variety of access accounts to the Customer's network and database/system. Changing or deleting access accounts could lead to disruption in service for the interactive solution and/or Selectron Technologies' ability to provide timely support. Please notify Selec- tron Technologies immediately if the following accounts are modified: • VPN account and password (if applicable) • Network account and password for the interactive solution • Permitting database accounts and passwords for the interactive solution • Permitting system accounts and passwords for the interactive solution • IP address of the permitting database server • Group user account and password (Cisco®users only) 5.2.3.2 Contact Customer Support Anytime the Customer requests a significant change to their Selectron inter- active solution, an authorized contact from the agency must provide acknowl- edgement to Selectron's Customer Support Department. A significant change is a modification that will A)change system behavior, B) allow users to change the system, or C) allow access to protected data. 8/27/13 2.20.8 11 NFQ1J) City of Sanford, Purchasing Division —1877-='4 Single/Sole Source, Emergency Justification Request Form R Date: - u a. Z97003 Department rc--I 17 ,r r For Additional_Information Contact JG Arrn 3 o__I-v_� __ __ 1 one-Ext. SQS Requisition No. ('3$-1 9 Project or Issue CS\a9 \N5p_ocjArl r(\,3 Sv C, . Description of good(s)or service(s) Proposed: l.,P "t1-31-• j n(I I\ A OS lA.S q�_�, It SV p Dorf- Ca es for 1 cncJtie., Voice. ,1Z.eSi�on.�— SolA ,Ao r1 /or dSekodi.L,�A•sp' t is Name of Company Proposed for Procurement: Se.I tcf-o r, I e(iv\cA c fuez. I \n C. . Background and Applicability The f irst consideration in all procurements is that all price quotations, bids and proposals must be obtained through a fair, equal and documented competitive process. All vendors must be provided the same information, specifications, terms, conditions, and are to be treated equally during the process. All price quotations, bids and proposals must be obtained within the time period germane to the solicitation or request as well as being in compliance with all specifications indicated for a responsive submission or quotation as requested by the City. Award decisions shall be based on the review and evaluation and comparison of responsiveness of submissions including, as set forth in the solicitation, matters such as pricing considerations, specifications, delivery date(s), functional, performance, and technical requirements and City of Sanford Purchasing Terms and Conditions. Deviations from normative purchasing requirements are only warranted and appropriate with fully documented and supported reasons to substantiate departures from defined and competitive procurement practices established by City Procurement Policy. In cases where deviation from normal competitive procedures is deemed necessary, this form must be completed and submitted along with indicated documentation, to request and justify a single/sole source or emergency procurement outside the normative competitive bidding or other procurement processes for purchase of equipment, supplies, and/or services. Approval of this form and the indicated documentation is mandatory to support any request for deviating from competitive bidding and procurement requirements. The use of this form should be rare and deviation from competitive procurement process should seldom occur. Competitive procurement practices saves money for the public and ensures that corrupt influences are avoided. Thus, the use of this form should be carefully and prudently considered as all doubts will be resolved in favor of competitive procurement practices. Part 1: Rationale for Request Please check the applicable box that explains your reasons for the request. If "Other" you may use the space provided below or attach a memorandum letter of explanation. Sole Source: A sole source justification exists only if the goods or services required to satisfy the City's needs are available from only one supplier and no reasonable alternative exists to serve the best interests of the City. Sole source requests must include a letter from the supplier certifying that its quoted price is equal to or less than that given to its most favored customers. The reasonableness of cost must also be documented as indicated in Part 4 of this form. Emergency: An emergency justification may exist if the goods or services are required to: a. correct or prevent an emergency health, environmental, or safety hazard resulting in a threat to the public welfare, b. provide for the completion of special or time sensitive events that have not resulted from poor management or administration; or c. enable the emergency repair or emergency replacement of existing equipment essential for daily operations. Emergencies should not be self created, manipulated or the result of poor planning, ineffectual management or deficient administrative practices. PUR 5.17.11 1 of 4 _ Economic: An economic justification relieves the City of additional expenses that would result from NOT making the purchase; use of another supplier would result in incompatibility with existing conditions; and/or require considerable training, time and money; the goods or services are being used in ongoing long-term projects; the total cost of ownership is less than purchasing the item from the low bidder(s). _ Sponsor Designated Vendor and Item: The vendor and items/services requested were specified in the proposal and listed in the award agreement. Attach copies of the proposal and award budgets. This method must not result in a manipulated result. Other: Please attach explanation. The presumption is that other rationales will be denied. Single/Sole Source Justification Part 2A: Summary of Quotations Obtained Indicate the items you wish to purchase and their prices by vendor. Attach price quotations from each vendor contacted. If you have quotations from more than two vendors, or more than three items, please complete additional copies of this page, or attach a spreadsheet with this information. Items Considered This Vendor Name 1 Vendor Name 2 Vendor Name 3 Procurement Item A Price Price Price Item B Price Price Price Item C Price Price Price Total Total Total List all vendors contacted, but did not respond Name of Vendor Selected Conflict of Interest: In selecting the vendor, the Principal Investigator certifies that, to the best of his/her knowledge, neither the principals, directors, owners, employees, nor business associates(including respective family members)of the selected vendor are employees of The City of Sanford. Part 2B: Supporting Justification and Documentation 1. Please attach the specifications you provided to the vendors. 2. Please attach the price quotations included in your summary above(Part 2A) Part 3: Justification for Vendor Selection Check one of the following and attach justification: Competitive price quotations were obtained, and the lowest bidder was selected. Competitive price quotations were obtained, but the lowest bidder was not selected. If the lowest bid(s) were not selected, attach a memorandum with justification to support decision to reject each of the lower bids(than the one selected). This decision must be based upon scientific, technical, and/or economic reasons. PUR 5.17.11 2 of 4 X Competitive price quotations were not obtained, and a single/sole source procurement is requested. The goods or services required to satisfy the City's needs are only available from one supplier. Provide the following: Z(1. A memorandum of explanation to support your request to designate a particular vendor and/or a specific product for a single/sole source purchase. _2. The price quotation from the vendor you selected and that vendor's published price list marking all items listed on the price quotation. If the vendor does not have a published price list, provide a letter from the vendor certifying that the quoted price is equal to or less than that given to most -favored-eastomers-arother-governrrrent-agencies. _3. For custom products or services where the price is not derived from a published price list, you must attach the price quotation and a cost analysis from the vendor you selected. See Part 4. Part 4: Reasonableness of Cost If you did not obtain competitive price quotations or select the lowest bidder, you must provide either a price or cost analysis to demonstrate that the cost is reasonable. Reasonableness of cost must be validated for all purchases even if only one source exists. The lists below include some of the common ways to justify the reasonableness of the cost. Please check one of the items under Price Analysis or Cost Analysis and attach supporting documentation. Price Analysis: A comparison of prices from two or more reliable sources. This may be accomplished by comparing two or more price quotations or by comparing one price quotation with the vendor's published price list. The price is considered to be reasonable if it is less than or equal to the published price list. The vendor's price quotation is either equal to or less than the vendor's published price list. (Please attach a copy of the price quotation and the published price list.) The vendor does not have a published price list. (Please obtain and attach a letter from the vendor certifying that the quoted price is equal to or less than that given to the vendor's most favored customers or other government agencies.) The price, cost, and/or vendor are pre-approved in the proposal and award by sponsor. (Please attach a copy of the proposal and award budgets.) _ You have recently purchased the same or a comparable product or service from a different source. (Please attach a copy of that purchase order or vendor's invoice.) Other: Please attach explanation. Cost Analysis: A review and evaluation of each element of cost to determine reasonableness, allowability, and allocability.A cost analysis is used in sole source procurements when only one price quotation is obtained, and there is no other way to document why the price is reasonable. A price quotation was obtained from only one vendor. Please attach a detailed cost analysis provided by the vendor which includes individual cost elements and a statement explaining the reasonableness of cost, allocability, and allowability of each cost element. The vendor must list all cost elements for which the sum equals the selling price. These cost elements will include, at a minimum: direct costs, indirect costs, and profit margin. If the cost was negotiated, include a summary of how the negotiations took place. In addition, list when the meetings occurred and who attended. _ The Department has prepared a cost estimate that shows that the cost to design and build a comparable item "in house" would cost the same or more than the vendor's quoted price. (Please attach a cost analysis spreadsheet that shows how the cost estimate was derived and a memorandum that explains why the vendor's price quotation is more cost effective and/or reasonable.) PUR 5.17.11 3 of 4 REQUESTING DEPARTMENT COMMENTS: 'Te.r' 0.i4C.hecQ nq{rv�n AA Son ciard J 4.-LA>o vendor- l )(A.S re L, Cy\rvi PIY'4FCQ n..S y fie Clr \ 1V(L rcmter, S0Lk-LCoIN 0Vldo (L REQUESTING DEPARTMENT SUBMITTED BY o T r\ 0\-\n S O n DIRECTOR 4 , ZQ,C^ DATE SIGNED \�1 y7,?03 PURCHASING DIVISION APPR AL / PURCHASING MANAGER / %` RI( / DATE SIGNED: J-- , ^P/1 Purchasing Division-Recom ended Disposition: 1-11-st ac. f Sal 4- i j I i +iv< OA? felt f wgt-e- w �►,dc.,i, 61-1-e�-tjc,j ('41)L a c .4! 471/(f f , So/c. Saul-tom- del yr',4,j)/)* CITY MANAGER APPROVAL IF PROPOSED PROCUREMENT GREATER THAN $10,000 > CITY MANAGER // / DATE SIGNED: 2 CITY COMMISSION APPROVAL,INCLUDING CITY ATTORNEY REVIEW, REQUIRED IN ALL CASES REQUIRED IF PROPOSED PROCUREMENT GREATER THAN$50,000 MAYOR DATE SIGNED: CITY ATTORNEY DATE SIGNED: PUR 5.17.11 4 of 4 SUNGARD° PUBLIC SECTOR vnnnv.sungardps.com•407-304-3235.800-727-8088 toll-free January 6,2014 Bill Smith City of Sanford Purchasing Department 300 N Park Ave Sanford,FL 32771 Dear Mr. Smith: • SunGard Public Sector strives to build vendor relationships that provide our customers with the best possible solutions. Our third-party Solution Provider program helps our customers identify trusted, compliant,third-party products that extend the functionality'.of their investment. We are pleased to recommend Selectron Technologies,Inc. as the only IVR Premier Solution Provider that interfaces with our Software.Requirements of Premier Solution • Providers include: • A current Premier Solution Provider agreement with SunGard Public Sector • A focus on local governments and municipalities • Sponsorship by at least one current SunGard Public Sector Inc. customer • Implementation and Support services to meet our customer needs • Offerings that extend or enhance SunGard Public Sector products and are a natural fit for integration • Testing and certification with the appropriate SunGard Public Sector software versions We are committed to customer success and constantly look for new ways to meet our customers' needs. Sincerely, Brian Buck SunGard Public Sector Manager,Strategic Alliances brian.buck@sungardps.com sungardps.com SunGard Public Sector Inc. • 1000 Business Center Drive• Lake Mary, FL 32746