01/16/2013 Agreement AMY HEAVILIN, CPA •
CLERK OF THE CIRCUIT COURT
DATE: January 29, 2013
TO: Christine Hurley, Director
Growth Management Division
ATTN: Mayra Tezanos
Executive Assistant
FROM: Pamela G. Hanc,61 C.
At the January 16, 2013, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following:
Item H2 SunGard contract amendment in the amount of$15,141.00 to add an Application
Programming Interface (API) to allow the proposed purchase of the Integrated Voice Response
(IVR system to read/write inspection information to/from the CommunityPLUS permitting
system.
V Item H3 Selectron Technologies, Inc., contract(Software License Agreement, Support
Maintenance Agreement and Professional Services Agreement) in the amount of$48,900 to
purchase and implement an Integrated Voice Response (IVR) system to automate building
permit inspection requests and resulting, and authorizing an additional 5 years of maintenance at
the County's option at the prices listed in the scheduled, to be no more than $40,520 in total.
Enclosed is a duplicate original of each of the above-mentioned for your handling.
Should you have any questions, please feel free to contact our office.
cc: County Attorney
Finance
File
Selectron
TECHNOLOGIES, INC.
PremierPro Support and Maintenance Agreement
This PremierPro Support and Maintenance Agreement (this "Agreement ") is entered effective as of the Service Date (as set
forth in Exhibit A to this Agreement), by and between Selectron Technologies, Inc., an Oregon corporation and its
successors and assigns (collectively, "Company ") and Monroe County, Florida, ( "Customer ").
Upon the terms and conditions of this Agreement and for the fees specified in this Agreement, Company will provide to
Customer support and maintenance for the Products, as outlined below and set forth in Exhibit A to this Agreement, for
the Term of the Agreement (defined below).
1. Initial Term:
The initial term of this Agreement shall commence upon
the issuance of the Installment Invoice (as that term is
defined in Exhibit A of that certain Professional Services
Agreement between the parties), with respect to
installment of the Company product(s) to which this
Agreement relates (the "Products "), and shall continue for
a period of 12 months (the "Initial Term "). A list of the
Products is attached as Exhibit A to this Agreement
2. Renewal:
a) This Agreement will automatically renew for successive
terms of one (1) year each (each, a "Renewal Term ")
unless either party gives written notice of non - renewal at
least thirty (30) days before the end of the Initial Term or
then - current Renewal Term. The Initial Term and all
Renewal Terms shall be collectively referred to in this
Agreement as the "Term ".
b) The Customer shall maintain continuous coverage of its
support contracts in order to be eligible for telephone
support, and other services provided hereunder. If
Customer provides notice of its intent not to renew the
Agreement for any given Renewal Term, under Section
2(a), and Customer later decides to reinstate support
services, the Customer must pay all fees that would
otherwise have been paid had this Agreement been
renewed without interruption.
3. Termination:
This Agreement may be terminated by either party at any
time and for any reason upon ninety (90) days' prior
written notice to the other party. Upon termination of this
Agreement by either party and for any reason, Customer
shall immediately pay all amounts then due to Company,
but Customer shall not be responsible for paying
subsequent fees due for the remainder of the then - current
Initial Term or Renewal Term.
4. Fees:
The Customer shall pay Company the service fee set forth
in Exhibit A to this Agreement, for the support and
maintenance services described in Section 5 of this
Agreement (the "PremierPro Support").
5. Support and Maintenance:
The PremierPro Support includes:
a. Telephone support for general use questions
during normal business hours (6:00 a.m. to 5:00
p.m. Pacific Time, Monday through Friday)*
b. Use of Company's toll free number for
PremierPro Support inquiries
c. On -Line technical diagnostic support
d. Software correction updates that are made
generally available to Company's customers
e. 24 Hours, 7 days per week, 365 days per year
support for emergency (system down or
inoperable) calls
g. Development work necessary to support
standard version updates to Customer's host
database (i.e. land management software, utility
billing software) and back -end database. This
requires two (2) weeks' notice prior to planned
system update in order to accommodate
scheduling of resources. Please contact
support@STlgov.com to schedule.
h. Quarterly Proactive System Review. Company
will perform, on a quarterly basis, the following
system diagnostics and create a history file and
notify the primary Customer contact with the
results of these actions:
1. Assess the current machine resources
including memory, processor, and disk -
space utilization
2. Examine log files including error logs to
identify any anomalous entries
3. Apply current validated software
updates to the operating system,
device drivers, and database server
software.
i. 'Out -of- cycle' critical updates. Updates that
meet these criteria are intended to cure failures
that might be likely to cause hardware damage,
system unavailability, data corruption, or severe
data vulnerability.
*Non- emergency calls made after normal business hours
will be billed at an hourly rate of 1.5 times the current day
labor rate, with a two hour minimum charge.
6. Support Services:
This Agreement does not include, and the fee set forth in
Exhibit A to this Agreement does not cover, support
services relating to the following items:
a) Any support or maintenance services relating to
Products that have been altered or modified by
anyone other than Company or a third party on
Company's behalf.
b) Hardware replacement or software errors as a result
of causes beyond Company's reasonable control.
c) Version upgrades of host or backend database
software.
d) Direct support for the required application program
interface either purchased or procured as part of the
integrated solution.
e) Enhancements, replacements, or modifications to
current Product versions performed at the
Customer's request and not intended to resolve a
product failure.
f) Services, support, and configuration of passive fail -
over server (unless expressly purchased and listed in
Exhibit A to this Agreement).
Upon Customer's request, Company may, in its discretion,
agree to provide one or more of the above - listed services
in this Section 6, at Company's then - current published
hourly rates or for a fixed fee. If Customer's payments
under this Agreement for PremierPro Support provided
under Section 5 are current upon Customer's request for
services described in this Section 6, and Company agrees
to provide services described in this Section 6, Customer
will receive preferred rates for both standard and after -
hours services.
7. Hardware Maintenance:
Company, at its sole discretion, may use new or
refurbished parts for the repair of any Company - provided
hardware in connection with performance of PremierPro
Support or services provided under Section 6 of this
Agreement.
8. Customer Preventative Maintenance:
Customer shall perform all necessary preventative
maintenance as outlined in Company's Administrative
Guide, which may be updated from time to time by
Company. Notwithstanding anything to the contrary in
this Agreement, if Customer's failure to perform the
required preventative maintenance is determined, in
Company's reasonable discretion, to be the cause of any
support call, Customer will be billed for the support call
and the services required to service the Product, at
Company's then - current hourly rate.
9. Response Times:
Non - emergency support calls will be responded to within
one (1) business day, however most calls are handled
within two (2) hours of receipt. For PremierPro Support
calls made during non - business hours, an answering
service takes all support calls. Calls that are placed as an
emergency (system down or inoperable) will be
dispatched to the on -call support staff for response within
four (4) hours. Non - emergency calls will be directed to
support personnel, and will be responded to the next
business day.
10. Customer Contacts:
Three (3) customer support contacts are allowed.
Additional contacts may be added at any time for an
additional $500.00 per contact per Initial Term or then -
current Renewal Term. Only Customer's customer support
contacts may contact Company for support services.
Customer's customer support contacts are as set forth on
Exhibit A to this Agreement Customer may change its
customer support contacts upon thirty (30) days' written
notice to Company.
11. Representations and Warranties; Warranty
Disclaimer:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE PREMIERPRO SUPPORT SERVICES AND OTHER
SERVICES PROVIDED HEREUNDER, AND ALL ASSOCIATED
PRODUCTS, ARE PROVIDED TO CUSTOMER "AS IS" AND AS
AVAILABLE, AND COMPANY AND ITS SUPPLIERS DISCLAIM
ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS. This warranty disclaimer is made
regardless of whether Company knows or had a reason to
know of Customer's particular needs. No employee,
agent, dealer or distributor of Company is authorized to
modify this warranty disclaimer, or to make any
warranties, whether orally, in writing, or otherwise.
12. Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY,
SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS AGREEMENT, THE
PRODUCTS, AND /OR THE PREMIERPRO SUPPORT OR
OTHER SERVICES PROVIDED OR CONTEMPLATED UNDER
THIS AGREEMENT. COMPANY'S TOTAL CUMULATIVE
LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE
PRODUCTS, AND THE PREMIERPRO SUPPORT OR OTHER
SERVICES PROVIDED OR CONTEMPLATED UNDER THIS
AGREEMENT, WHETHER IN CONTRACT OR TORT OR
OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES
ACTUALLY PAID TO COMPANY HEREUNDER IN THE
TWELVE- (12 -) MONTH PERIOD IMMEDIATELY PRECEDING
THE ACTION THAT GAVE RISE TO THE CLAIM. CUSTOMER
ACKNOWLEDGES THAT THE FEES REFLECT THE
ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND
THAT COMPANY WOULD NOT ENTER INTO THIS
AGREEMENT WITHOUT THESE LIMITATIONS ON ITS
LIABILITY.
13. Downtime Credit:
13.1 If Company materially fails to perform its obligations
under this Agreement, and such failure results in
downtime of the relevant Product that exceeds 48 hours,
Customer's sole remedy, and Company's entire liability,
shall be a pro rata refund of the fees paid, as prorated to
equal the amount of downtime ( "Downtime Credit "). In
order to receive a Downtime Credit, Customer must notify
Company in writing of its request for a Downtime Credit
within seven (7) days from beginning of the downtime;
provided, however, that Customer will not be entitled to
any Downtime Credit unless Customer notified Company
of the downtime within twenty -four (24) hours of
beginning of the downtime. In no event shall any
Downtime Credit or the total cumulative damages for a
breach of this Agreement by Company be more than the
amounts previously paid by Customer under this
Agreement in the 12 month period immediately preceding
the applicable downtime or breach.
13.2 As used in this Agreement, Customer acknowledges
and agrees that "downtime" includes time when the
applicable Product is not accessible, but downtime does
not include regularly - scheduled maintenance or scheduled
maintenance of which Customer is given at least three (3)
days' advance notice. "Downtime" also does not include
inaccessibility of the Products caused by third parties
outside of Company's reasonable control, such as Internet
Service Providers, electricity providers, and
telecommunications service providers.
14. Network Security Disclaimer:
14.1 Internet Security.
Company's Products may include software that connects
to the Internet. The software is designed to operate
within Customer's secure network environment, and the
software does not provide any mechanism for security or
privacy. Specifically, the software relies fully on
Customer's security measures and implements no further
security infrastructure. Company makes no
representations or warranties to Customer regarding (i)
the security or privacy of Customer's network
environment; or (ii) any third -party technologies' or
services' ability to meet Customer's security or privacy
needs. These third -party technologies and services may
include, but are not limited to, operating systems,
database management systems, web servers, and
payment processing services. Customer is solely
responsible for ensuring a secure network environment.
14.2 Remote Access Security.
In order to enable code development, and Customer
support and maintenance of the Products, Company
requires remote access capability. Remote access is
normally provided by installing PC- Anywhere, ControllT, or
other industry standard remote access software. It may
also be provided through a Customer solution such as VPN
access. Regardless of what method is used to provide
remote access, or which party provides remote access
software, it is Customer's responsibility to ensure that the
remote access method meets Customer's security
requirements. Company makes no representations or
warranties to Customer regarding the remote access
software's ability to meet Customer's security or privacy
needs. Company also makes no recommendation for any
specific package or approach with regard to security.
Customer is solely responsible for ensuring a secure
network environment.
14.3 Outbound Services Disclaimer.
Outbound services are intended to create additional
methods of communication to Customer's employees who
use the Products in support of existing processes. These
services are not intended to replace all interaction with
Customer's employees or become critical path. While the
outbound services have been created with the best
available tools and practices, they are dependent on
infrastructure that is inherently not fail - proof, including
but not limited to infrastructure such as software,
computer hardware, network services, telephone services,
and e-mail. Examples of situations that could cause failure
include but are not limited to: down phone lines, all lines
busy, equipment failure, email address changes, internet
service disruptions. For this reason, while outbound
services are valuable in providing enhanced
communication, they are specifically not designed to be
used as the sole method to deliver critical messages.
Customer acknowledges that it is aware of the potential
hazards associated with relying on an automated
outbound service feature, when using the Products, and
Customer acknowledges and agrees that it is giving up in
advance any right to sue or make any claim against
Company, and that Customer forever releases Company
from any and all liability, if Customer, or Customer's
employees, suffer injury or damage due to the failure of
outbound services to operate, even though Customer does
not know what or how extensive those injuries or damages
might be.
15. Government Contracts:
15.1 In the event that Company shall perform Services
under this Agreement in connection with any government
contract or in which Customer may be the prime
contractor or subcontractor for a government contract,
Company agrees to abide by all laws, rules, and regulations
relating to said government contract; provided that
Customer provides a copy of the contract to Company
prior to execution of this Agreement.
15.2 Company advises that, to the extent allowed by law,
the resultant contract terms and pricing may be extended
to other State of Florida jurisdictions, public entities,
political subdivisions and government cooperative
purchasing group(s) whose processing requirements,
applications, specifications and standards coincide with
the processing requirements, applications, specifications
and standards herewith. The extension of this contract to
any entity is at the sole discretion of Company. A qualified
entity choosing to join this contract shall execute a
separate contract with the specifications, pricing, terms
and rights provided herewith, directly between the entity
and Company, and shall commit a separate purchase order
and pay for supplies and services by means of their
individual accounting and purchasing departments. Any
processing requirements, applications, specifications
and /or standards not covered herewith will be developed
and priced separately, based on the entity's additional
requirements and specifications, and appended to the new
resultant contract. The entity shall deal directly with
Company concerning the placement of orders, invoicing,
contractual disputes and all other matters. Failure to
extend this contract to any entity shall have no effect on
the consideration of Company's current bids or
agreements.
16. Severability:
If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish
the objectives of such provision to the greatest extent
possible under applicable law, and the remaining
provisions will continue in full force and effect. Without
limiting the generality of the foregoing, Customer agrees
that Sections 12 and 13 will remain in effect
notwithstanding the unenforceability of any provision in
Section 11
17. Force Majeure:
Any delay in the performance of any duties or obligations
of either party (except the payment of money owed) will
not be considered a breach of this Agreement if such delay
is caused by a labor dispute, shortage of materials, fire,
earthquake, flood, or any other event beyond the
reasonable control of such party, provided that such party
uses reasonable efforts, under the circumstances, to notify
the other party of the circumstances causing the delay, to
mitigate the harm or damage caused by such delay, and to
resume performance as soon as possible.
18. Independent Contractor Relationship:
Company's relationship with Customer will be that of an
independent Contractor and nothing in this Agreement
should be construed to create a partnership, joint venture,
or employer - employee relationship. Customer is not an
agent of Company and is not authorized to make any
representation, contract, or commitment on behalf of
Company, or to bind Company in any way. Company is not
an agent of Customer and is not authorized to make any
representation, contract, or commitment on behalf of
Customer, or to bind Customer in any way. Company will
not be entitled to any of the benefits, which Customer may
make available to its employees, such as group insurance,
profit sharing or retirement benefits.
19. Governing Law; Jurisdiction:
This Agreement will be governed by and construed in
accordance with the laws of the State of Florida, without
reference to its conflict of law provisions. The United
Nations Convention on Contracts for the International Sale
of Goods does not apply to and shall not be used to
interpret this Agreement. Any action or proceeding arising
from or relating to this Agreement must be brought in the
federal or state court located in Monroe County, Florida.
This agreement is not subject to arbitration.
20. Notice:
All notices, consents, and other communications under
this Agreement must be delivered in writing by courier, by
electronic facsimile (fax), or by certified or registered mail
(postage prepaid and return receipt requested) to the
other party at the address set forth beneath such party's
signature, and will be effective upon receipt or three (3)
business days after being deposited in the mail as required
above, whichever is sooner. Either party may change its
address by giving notice of the new address to the other
pa rty.
21. Attorney's Fees:
In the event of a dispute between Customer and Company
concerning this Agreement, the prevailing party shall be
entitled to recover its reasonable attorneys' fees and
expenses from the other party.
22. Survival.
Sections 3, 11.3, 12, 14 -25 and the rights and obligations
therein will survive expiration or early termination of this
Agreement.
23. Waiver:
All waivers must be in writing. Any waiver or failure to
enforce any provision of this Agreement on one occasion
will not be deemed a waiver of any other provision or of
such provision on any other occasion.
24. Authority:
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or
her authority to do so and his or her authority to bind the
entity on whose behalf the Agreement is signed.
25. Entire Agreement:
This Agreement and the attached Exhibit(s), which are
incorporated into and made a part of this Agreement by
this reference, constitute the entire agreement between
the parties regarding the subject hereof and supersedes all
prior or contemporaneous agreements, understandings,
and communication, whether written or oral. This
Agreement may be amended only by a written document
signed by both parties. The terms on any purchase order
or similar document submitted by Customer to Company
will not modify the terms and conditions of this
Agreement or have any force or effect.
26. Counterparts:
This Agreement may be signed in one or more
counterparts, each of which will be deemed to be an
original copy of this Agreement, and, when taken
together, shall be deemed to constitute one and the same
agreement. Each party agrees that the delivery of this
Agreement by facsimile transmission or by PDF
attachment to an e-mail transmission will be deemed to
be an original of the Agreement so transmitted and, at the
request of either party, the other party will confirm
facsimile or e-mail transmitted signatures by providing the
original document.
[Signature Page Follows]
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
By:
Todd A. Johnston
Signed:
Title:
President
Date:
1 ( Z [ 12
Customer:
By: 1 'jC'kja'f ,
A
Signed:
Title:
Date:
Address: 7405 SW Tech Center Drive, Suite 140
Portland, OR 97223
Address:
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EXHIBIT A
Pricing
Future Service Fees (for Renewal Terms following the Initial Term of this Agreement):
Item
Dates covered
Amount
Payment Due Date
VoicePermits
February 1, 2013 to
Included
Included
January 31, 2014
VoicePermits
February 1, 2014 to
$7,335.00
January 15, 2014
January 31, 2015
VoicePermits
February 1, 2015 to
$7,700.00
January 15, 2015
January 31, 2016
VoicePermits
February 1, 2016 to
$8,085.00
January 15, 2016
January 31, 2017
VoicePermits
February 1, 2017 to
$8,490.00
January 15, 2017
January 31, 2018
VoicePermits
February 1, 2018 to
$8,910.00
January 15, 2018
January 31, 2019
Notes:
• For this purpose, we will assume a February 1, 2013 Service Date. Actual date is based on the on -site implementation.
• Future service fee amounts in the table above for Renewal Terms will not exceed the identified amounts for each
service period for the functionality detailed below. The future service fee estimates do not include increases to reflect
additional functionality purchased.
• Future service fees for Renewal Terms are not a guarantee that Company will agree to automatic renewal of this
Agreement, and future service fees shall not affect Company's right to provide notice of non - renewal under Section 2
of the Agreement.
Products and Licenses for which Company will Provide PremierPro Support
VoicePermits Interactive Voice Response Solution (4 -Port)
Included Functionality:
• Schedule Inspections
• Cancel Inspections
• Obtain Inspection Results
• Post Inspection Results
• Professional Voice Recording
• Speak Site Address
• Permit Based Messaging
• VoicePermits Reporting Module
• Remote Access Software
• Four (4) Licensed Ports
VoicePermits Hardware & Software (includes Set- Up &Configuraton)
ProLiant DL 380 G7 21LI — Enhanced Server — Minimum Specifications
• Intel Xeon Quad -Core 2 GHz Processor •
• 4GB RAM •
• Redundant Hot Plug Supply Power •
• Integrated Gigabit Network Adapter •
VoicePermits Additional Functionality
Microsoft Windows 2008 Server
Three (3) 146GB SAS Hard Drives (RAID 5)
Redundant Cooling Fans
DVD ROM, 56K Modem
Correction Codes
Inspection Prerequisite Logic
Customer Support Contacts
Company Name:
Address:
City:
Contact: Email
Contact:
Contact:
State: Zip:
Telephone:
Email Telephone:
Email Telephone:
Group Email for all three contacts:
Selectron
TECHNOLOGIES. INC.
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the "Agreement ") is entered into by and between Selectron Technologies, Inc., an
Oregon corporation and its successors and assignees (collectively, "Company") and Monroe County, Florida, (the
"Customer ").
1. Engagement of Services.
Subject to the terms and conditions of this Agreement,
Company will render the services set forth in the Scope of
Work attached to this Agreement as Exhibit A and B (the
"Project" or the "Services "). Exhibit A outlines the services to
be provided, any associated products, and the prices. Exhibit
B provides a detailed description of the services, and any
associated products, to be provided under this Agreement.
From time to time, the parties may enter into additional
Scopes of Work, in substantially the same form as that set
forth in Exhibits A and B, for additional Services. The manner
and means by which Company chooses to complete the
Project are in Company's sole discretion and control.
Customer will, at its sole expense, make its facilities and
equipment available to Company when necessary. Company,
with written agreement from Customer which will not be
unreasonably withheld, may have the Services performed by a
third party /independent contractor, provided that any such
third party /independent contractor agrees in writing to the
terms of this Agreement.
2. Hardware.
Pursuant to this Agreement, and in combination with any
Company software (which shall be licensed pursuant to a
separate software license agreement), Company shall provide
Customer with third -party hardware solely for use with
Company Software (the "Hardware), as set forth in Exhibit A
and/or B. As between Customer and Company, Company shall
maintain ownership of the Hardware and all rights, titles, and
interest therein, until Customer has paid the entire Fee, as
described in Section 3.1 below. While the Fee is being paid,
Customer shall have a limited, non - transferable, and revocable
license to use the Hardware solely in connection with
Customer's use of the software. Once Customer has paid the
entire Fee, Customer shall own the Hardware (but Customer
shall not own the Company software under any
circumstances). Customer agrees that, until the entire Fee is
paid, Customer shall be responsible for the cost of the Hardware
if damaged (normal wear and tear excluded) while in
Customer's possession or under its control. Customer
acknowledges and agrees that nothing in this Agreement shall
be interpreted or construed to affect the terms and conditions
under which Customer uses the Company software.
Customer is entitled to all third -party manufacturer warranties
as they apply to the specific Hardware provided.
Manufacturer warranty dates are based solely on the specific
manufacturer terms and conditions. Customer acknowledges
and agrees that Company shall have no obligations regarding
the manufacturer warranties of the Hardware, and that
Company expressly disclaims all warranties with respect to the
Hardware, except for the warranty in Section 6.3 below.
3. Compensation.
3.1 Standard Compensation.
Customer will pay Company a fee for services rendered under
this Agreement as set forth in the Project(s) undertaken by
Company, which fee shall also cover use of the Company
software (licensed under a separate software license
agreement) and use of the Hardware (the "Fee "). Customer shall
be responsible for all expenses incurred, that are set forth in
Exhibit A of this Agreement. Customer will also be responsible
for all expenses, with prior written approval, outside of those
listed in Exhibit A of this Agreement. Upon termination of this
Agreement for any reason, Company will be paid the Fee and
expenses on a proportional basis as stated in the Scope of Work
for work which is then in progress, to and including the effective
date of such termination. Unless other terms are set forth in the
Scope of Work for work which is in progress, Customer will pay
Company for Services and will reimburse Company for
previously approved expenses in accordance with the Florida
Prompt Payment Act.
3.2 Change Requests.
Customer agrees to the Scope of Work as set forth in Exhibits
A and B . If Customer requests a reduction in the scope, as set
forth in Exhibit A or B, or any future Scopes of Work agreed
upon by the parties, and such request is made after Company
has committed resources to the Project under the given Scope
of Work, Customer agrees to pay the full amount set forth in
Exhibit A (or the applicable Scope of Work). However, if,
during the course of a Project, Customer wishes to increase or
modify the Scope of Work (other than a proposed reduction in
the amount of Services to be provided), Company shall provide
Customer with a modified fee estimate. If Customer accepts
the modified estimate, Company will perform the Project
according to the modified specifications after the parties sign a
new Scope of Work or after Customer issues a purchase order
for the modified Project (provided that the terms and conditions
of such purchase order will not modify this Agreement or have
any force or effect). If Customer rejects the modified estimate,
Company shall have no obligation to perform the modified
Project, and the parties agree that Company will continue to
provide the Services, as originally set forth in the Scope of Work,
and Customer will continue to pay the Fee, as originally set forth
in the Scope of Work.
4. Independent Contractor Relationship.
Company's relationship with Customer will be that of an
independent Contractor and nothing in this Agreement should
be construed to create a partnership, joint venture, or
employer - employee relationship. Customer is not an agent of
Company and is not authorized to make any representation,
contract, or commitment on behalf of Company, or to bind
Company in any way. Company is not an agent of Customer and
is not authorized to make any representation, contract, or
commitment on behalf of Customer, or to bind Customer in any
way. Company will not be entitled to any of the benefits, which
Customer may make available to its employees, such as group
insurance, profit sharing or retirement benefits.
S. Proprietary Information.
During the Term of this Agreement and after the termination of
this Agreement, the parties will take all steps reasonably
necessary to hold the other party's Proprietary Information in
confidence, will not use the other party's Proprietary
Information in any manner or for any purpose not expressly set
forth in this Agreement, and will not disclose any such
Proprietary Information to any third party without the disclosing
party's express prior written consent. "Proprietary Information"
includes, but is not limited to (a) trade secrets, inventions, ideas,
processes, formulas, source and object codes, data, other works
of authorship, know -how, improvements, discoveries,
developments, designs and techniques; and (b) information
regarding plans for research, development, new products,
marketing and selling, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers;
and (c) information regarding the skills and compensation of
employees . Nothing will be considered to be Proprietary
Information if (1) it is readily available to the public other than
by a breach of this Agreement; (2) it has been rightfully received
by the receiving party from a third party without confidential
limitations; (3) it has been independently developed by the
receiving party without reference to or use of the disclosing
party's Proprietary Information; or (4) it was rightfully known to
the receiving party prior to its first receipt from the disclosing
party. The receiving party shall be entitled to disclose the
disclosing party's Proprietary Information if required by law or a
judicial order; provided that the receiving parry first provides
prompt notice of the required disclosure to the disclosing party,
and complies with any protective or similar order obtained by
the disclosing parry limiting the required disclosure.
6. Representations and Warranties; Warranty Disclaimer.
6.1 Customer represents and warrants that (a) it has full right
and power to enter into and perform its obligations under this
Agreement, and (b) it will take all reasonable precautions to
prevent injury to any persons (including employees of Company)
or damage to Company's property during the Term of this
Agreement.
6.2 Company represents and warrants that (a) it has full right
and power to enter into and perform its obligations under this
Agreement, and (b) it will take all reasonable precautions to
prevent injury to any persons (including employees of
Customer) or damage to Customer's property during the Term
of this Agreement.
6.3 Company warrants that any Hardware provided pursuant to
this Agreement shall operate in good working order for a period
of one (1) year from the date of the installment Invoice, as that
term is defined in Exhibit A . Any changes or modifications to the
Hardware by any person other than Company, or any
combination of the Hardware with other materials by any
person other than Company, voids this limited warranty. This
limited warranty is also void if failure of the Hardware results
from transportation, neglect, misuse, or misapplication of the
Hardware by any person other than Company; from any
accident beyond Company's control; from use of the Hardware
not in accordance with this Agreement or documentation
provided in connection with the Hardware; or from
Customer's failure to provide a suitable environment for the
Hardware.
6.4 The express warranties in Sections 6.2 and 6.3 above are
lieu of all other warranties, express, implied or statutory,
arising from or related to this Agreement and any hardware
provided to Customer hereunder, including, but not limited
to, any implied warranties of merchantability, fitness for a
particular purpose, title, and non - infringement of third party
rights. Customer acknowledges that it has relied on no
warranties other than the express warranties in Sections 6.2
and 6.3 of this Agreement. Except for the express warranty
in Section 6.3 of this Agreement, Company provides the
Services and Hardware to Customer "as is" and "as
available," and Company does not warrant that the Services
or Hardware will be uninterrupted or error free, and
Company hereby disclaims any and all liability in connection
therewith. This warranty disclaimer is made regardless of
whether Company knows or has reason to know of Customer's
particular needs. No Company employee, agent, dealer, or
distributor of Company is authorized to modify this limited
warranty, or make any additional warranties, whether orally,
in writing, or otherwise. This Section 6.4 shall be enforceable
to the fullest extent permitted by applicable law.
7. Customer Remedies; Limitation of Liability.
7.1 If Customer finds what it reasonably believes to be a
failure of the Hardware to conform to the limited warranty in
Section 6.3 of this Agreement, and provides Company with a
written report that describes such failure in sufficient detail to
enable Company to reproduce or understand such failure,
Company and its suppliers' entire liability and Customer's
exclusive remedy for breach of the limited warranty in Section
6.3 regarding the Hardware, is for Company to use
commercially - reasonable efforts to correct or provide a
workaround for the failure at no additional charge to
Customer. If, in Company's sole discretion, it provides
replacement Hardware, the replacement Hardware will be
warranted in accordance with the provisions of this
Agreement for the remainder of the original warranty period
or thirty (30) days, whichever is longer. Outside the United
States, neither these remedies nor any product support
services offered by Company are available without proof of
purchase from an authorized non -U.S. source.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA
AND LOST PROFITS, ARISING FROM OR RELATING TO THIS
AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED
HEREUNDER, AND THE HARDWARE AND RELATED
DOCUMENTATION. COMPANY'S TOTAL CUMULATIVE LIABILITY
IN CONNECTION WITH THIS AGREEMENT, THE SERVICES
PROVIDED OR CONTEMPLATED HEREUNDER, AND THE
HARDWARE AND RELATED DOCUMENTATION, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF FEES ACTUALLY PAID TO COMPANY HEREUNDER
IN THE TWELVE- (12 -) MONTH PERIOD IMMEDIATELY
PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM.
CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE
ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND
THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT
WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
8. Indemnification.
To the extent allowed by law, each party will indemnify and hold
harmless the other party, its officers, directors, employees, and
agents from any and all claims, losses, liabilities, damages,
expenses and costs (including reasonable attorneys' fees and
court costs) which result from third -party claims or allegations
that arise out of a breach or alleged breach of any
representation, warranty, or covenant set forth in this
Agreement.
9. Network Security Disclaimer
9.1 Internet Security.
Company's products may include software that connects to
the Internet. The software is designed to operate within
Customer's secure network environment, and the software
does not provide any mechanism for security or privacy.
Specifically, the software relies fully on the Customer's
security measures and implements no further security
infrastructure. Company makes no representations or
warranties to Customer regarding (i) the security or privacy of
Customer's network environment; or (ii) any third -party
technologies' or services' ability to meet Customer's security
or privacy needs. These third -party technologies and services
may include, but are not limited to, operating systems,
database management systems, web servers, and payment
processing services. Customer is solely responsible for
ensuring a secure network environment.
9.2 Remote Access Security.
In order to enable code development, and Customer support
and maintenance of the software (if purchased by Customer
pursuant to a separate support and maintenance agreement),
Company requires remote access capability. Remote access is
normally provided by installing PC- Anywhere, ControllT, or
other industry standard remote access software. It may also
be provided through a Customer solution such as VPN access.
Regardless of what method is used to provide remote access,
or which party provides remote access software, it is
Customer's responsibility to ensure that the remote access
method meets Customer's security requirements. Company
makes no representations or warranties to Customer
regarding the remote access software's ability to meet
Customer's security or privacy needs. Company also makes no
recommendation for any specific package or approach with
regard to security. Customer is solely responsible for ensuring
a secure network environment.
9.3 Outbound Services Disclaimer.
Outbound services are intended to create additional methods
of communication to Customer's employees who use the
Software in support of existing processes. These services are
not intended to replace all interaction with Customer's
employees or become critical path. While the outbound
services have been created with the best available tools and
practices, they are dependent on infrastructure that is
inherently not fail - proof, including but not limited to
infrastructure such as software, computer hardware, network
services, telephone services, and e-mail. Examples of
situations that could cause failure include but are not limited
to: down phone lines, all lines busy, equipment failure, email
address changes, internet service disruptions. For this reason,
while outbound services are valuable in providing enhanced
communication, they are specifically not designed to be used
as the sole method to deliver critical messages. Customer
acknowledges that it is aware of the potential hazards
associated with relying on an automated outbound service
feature, when using the Software, and Customer
acknowledges and agrees that it is giving up in advance any
right to sue or make any claim against Company, and that
Customer forever releases Company from any and all liability,
if Customer, or Customer's employees, suffer injury or damage
due to the failure of outbound services to operate, even
though Customer does not know what or how extensive those
injuries or damages might be.
10. Term and Termination.
10.1 Term.
This Agreement shall commence on the date of last signature
below and shall continue until terminated (the "Term ").
10.2 Termination.
(a) Either party may terminate this Agreement at any time that
there is no uncompleted Project in effect upon fifteen (15) days'
prior written notice to other party. Upon such termination by
either party, all amounts owed to Company shall become
immediately due and payable.
(b) The parties agree that Customer's failure to pay any
undisputed Fees is a material breach of this Agreement. In the
event of Customer's failure to pay or other material breach of
this Agreement, Company may immediately terminate this
Agreement, the Software License Agreement, and any other
agreements between the parties, for cause, provided that
Customer has failed to cure the breach within sixty (60) days' of
receiving notice of such breach from Company. Upon such
termination, Customer shall immediately cease all use of the
software and Hardware, and Company may terminate
Customer's access to the software. Company may require that
Customer return the Hardware to Company and /or allow
Company access to Customer's facility to retrieve the Hardware.
Such termination shall not relieve Customer of its obligation to
immediately pay all amounts then due to Company.
11. Government Contracts.
11.1 In the event that Company shall perform Services under
this Agreement in connection with any government contract in
which Customer may be the prime contractor or subcontractor
for a government contract, Company agrees to abide by all
laws, rules and regulations relating to said government
contract; provided that Customer provides a copy of the
contract to Company prior to execution of this Agreement.
11.2 Company advises that, to the extent allowed by law, the
resultant contract terms and pricing may be extended to other
State of Florida jurisdictions, public entities, political
subdivisions and government cooperative purchasing group(s)
whose processing requirements, applications, specifications
and standards coincide with the processing requirements,
applications, specifications and standards herewith. The
extension of this contract to any entity is at the sole discretion
of Company. A qualified entity choosing to join this contract
shall execute a separate contract with the specifications,
pricing, terms and rights provided herewith, directly between
the entity and Company, and shall commit a separate
purchase order and pay for supplies and services by means of
their individual accounting and purchasing departments. Any
processing requirements, applications, specifications and /or
standards not covered herewith will be developed and priced
separately, based on the entity's additional requirements and
specifications, and appended to the new resultant
contract. The entity shall deal directly with Company
concerning the placement of orders, invoicing, contractual
disputes and all other matters. Failure to extend this contract
to any entity shall have no effect on the consideration of
Company's current bids or agreements.
12. General Provisions.
12.1 Governing Law; Jurisdiction.
This Agreement will be governed by and construed in
accordance with the laws of the State of Florida, without
reference to its conflicts of law provisions. The United Nations
Convention on Contracts for the International Sale of Goods
does not apply to and shall not be used to interpret this
Agreement. Any action or proceeding arising from or relating
to this Agreement must be brought in the federal or state
court located in Monroe County, Florida. This agreement is not
subject to arbitration.
12.2 Severability.
If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible
under applicable law and the remaining provisions will continue
in full force and effect. Without limiting the generality of the
foregoing, Customer agrees that Section 7 will remain in effect
notwithstanding the unenforceability of any provision in Section
6.
12.3 Notices.
All notices, consents and approvals under this Agreement must
be delivered in writing by courier, by electronic facsimile (fax),
or by certified or registered mail (postage prepaid and return
receipt requested) to the other party at the address set forth
beneath such party's signature, and will be effective upon
receipt or three (3) business days after being deposited in the
mail as required above, whichever occurs sooner. Either party
may change its address by giving notice of the new address to
the other party.
12.4 Force Majeure.
Any delay in the performance of any duties or obligations of
either party (except the payment of money owed) will not be
considered a breach of this Agreement if such delay is caused
by a labor dispute, shortage of materials, fire, earthquake,
flood, or any other event beyond the reasonable control of
such party, provided that such party uses reasonable efforts,
under the circumstances, to notify the other party of the
circumstances causing the delay, to mitigate the harm or
damage caused by such delay, and to resume performance as
soon as possible.
12.5 Attorneys' Fees.
In the event of a dispute between Customer and Company
concerning this Agreement, the prevailing party in the litigation
shall be entitled to recover its reasonable attorneys' fees and
expenses from the other party.
12.6 Injunctive Relief.
A breach of any of the representations, warranties, or covenants
contained in this Agreement will result in irreparable and
continuing damage to Company for which there will be no
adequate remedy at law, and Customer acknowledges and
agrees that Company is therefore entitled to seek injunctive
relief to restrain a breach or threatened breach of this
Agreement or to specifically enforce this Agreement, without
proving that any monetary damages have been sustained and
without the requirement of posting a bond or other security.
The foregoing equitable remedy will be deemed to be non-
exclusive and in addition to all other remedies available at law
or in equity. All rights and remedies are cumulative and may be
exercised singularly or concurrently.
12.7 Survival.
Sections 5, 6.4, 7.2, 8, 9, 10, and 12 and the rights and
obligations therein will survive termination of this Agreement
for any reason.
12.8 Waiver.
All waivers must be in writing. Any waiver or failure to enforce
any provision of this Agreement on one occasion will not be
deemed a waiver of any other provision or of such provision
on any other occasion.
12.9 Authority.
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or her
authority to do so and his or her authority to bind the entity
on whose behalf the Agreement is signed.
12.10 Entire Agreement.
This Agreement and the attached Exhibits A and B, which are
incorporated into and made a part of this Agreement by this
reference, constitute the entire agreement between the
parties regarding the subject hereof and supersedes all prior
or contemporaneous agreements, understandings, and
communication, whether written or oral. This Agreement may
be amended only by a written document signed by both
parties. The terms on any purchase order or similar document
submitted by Customer to Company will not modify the terms
and conditions of this Agreement or have any force or effect.
12.11 Counterparts.
This Agreement may be signed in one or more counterparts,
each of which will be deemed to be an original copy of this
Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement. Each party agrees
that the delivery of this Agreement by facsimile transmission
or by PDF attachment to an e-mail transmission will be
deemed to be an original of the Agreement so transmitted
and, at the request of either party, the other party will confirm
facsimile or e-mail transmitted signatures by providing the
original document.
[Signature Page Follows]
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
By: Todd A. Johnston
Signed:
Title: President
Date: 1 2.
Address: 7405 SW Tech Center Drive, Suite 140
Portland, OR 97223
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Exhibit A
SCOPE OF WORK
VoicePermiti Interactive Voice Response Solution (4 -Port)
Included Functionality:
• Schedule Inspections
• Cancel Inspections
• Obtain Inspection Results
• Post Inspection Results
• Professional Voice Recording
VoicePermits Professional Services
• Speak Site Address
• Permit Based Messaging
• VoicePermits Reporting Module
• Remote Access Software
• Four (4) Licensed Ports
Solution Design & Development
Selectron Project Management
On -Site Installation, Travel Expenses & Training
12 -Month Warranty on Selectron Technologies Provided Hardware & Software
(Begins Upon Completion of On -Site Installation)
System Documentation
VoicePermits Hardware & Software (Includes Set-Up &Configuration)
$36,400
Included
Included
Included
Included
Included
ProLiant DL380 G8 111.11 — Enhanced Server — Minimum Specifications $5,000
• Intel Xeon Quad -Core 2 GHz Processor • Microsoft Windows 2008 Server
• 16GB RAM • Three (3) 146GB SAS Hard Drives (RAID 5)
• Redundant Hot Plug Supply Power • Integrated Gigabit Network Adapter
• Integrated Lights -Out License
Correction Codes $3,000
Inspection Prerequisite Logic $4,500
Investment for VoicePermits Interactive Voice Response Solution $48,900
Required Items Not Included in Selectron Technologies VoicePermits Base System
• Phone Lines & Network Services Required to Support the Installation
• Required Host Interface (Please Contact SunGard HTE for IVR Interface Pricing)
• Host Interface Components Must Be Installed and Functioning Prior to On -Site Installation
PAYMENT TERMS
25% Invoiced at time of execution of the Agreement
50% Invoiced at completion of on -site installation
20% Invoiced 30 days after on -site installation
5% Invoiced upon final acceptance
The initial invoice is sent at completion of contract negotiations and upon receipt of a purchase order that enables
Company to purchase necessary hardware, fund on -site expenses and invest the technical support hours to design
and develop the application for Customer's jurisdiction. The terms and conditions of any such purchase order will
not modify the terms and conditions of the Agreement or have any force or effect. This initial invoice shall be
deemed the "Installment Invoice."
The second invoice is sent at the completion of the on -site installation and training phase of the implementation, or
when the system is available for Customer testing at Customer site.
PremierPro Support and Maintenance Plan services begin on this date (Service Date), if Customer has purchased
PremierPro Support and Maintenance services.
The third invoice is sent thirty (30) days after the completion of the on -site installation, which will give the Customer
the opportunity to carefully test all functions and requirements as defined by the Agreement and agreed upon call
flows. It is the Customer's responsibility to supply adequate staff to ensure full testing is completed in a period not to
exceed thirty (30) days.
The final invoice is sent after the system has completed the final testing and acceptance. Company will have resolved
all issues found during the last phase of testing.
If completion of the final testing and acceptance is delayed beyond thirty (30) days after installation, and is not due
to any fault of Company, the payment will become immediately due.
Phased Implementation: When a phased implementation is mutually agreed to, the same payment terms will be
applied to each phase.
Hardware Restocking Fee: In the event that use of the software requires different third -party hardware than what
was originally provided to Customer, Customer will be charged a fifteen percent (15 %) restocking fee to return such
hardware and have it replaced with alternative hardware.
Taxes: Sales Tax or any other applicable taxes are not included in any of the pricing information in this Exhibit. If
Sales tax or any other tax becomes applicable, these taxes will then need to be added to the pricing.
Payment Terms: Terms are in accordance with the Florida Prompt Payment Act.
ADDITIONAL INFORMATION
Time - and - Materials -Based Services:
Company will provide custom programming and non - warranty maintenance customer support on a time -and-
materials basis.
Requested design, programming, testing, documentation, implementation work, and customer support approved by
Company will be performed at Company's then - current standard published billing rates. Company will issue a quote
and Scope of Work to Customer, which Customer must sign and return to Company before work can begin or be
scheduled.
Additional Training and On -Site Support:
All travel and associated travel expenses for the on -site installation work during the initial setup are included in the
Fee set forth above.
If Customer requests additional on -site work, travel and out -of- pocket expenses will be billed at $1,750.00 per day
(minimum of 2 days) with at least 15 -day advance notice from Customer. If 8 -14 days advance notice is provided by
Customer, the rate increases to $2,000.00 per day (minimum of 2 days), and if the notice is less than 7 days, the rate
increases to $2,500.00 per day (minimum of 2 days).
If changes are made to a travel schedule after plans are confirmed, Customer is responsible for any change fees or
price changes incurred for airfare, hotel or car rental.
On -Going Support:
Customer has the option of purchasing support services by entering into a PremierPro Support and Maintenance
Agreement with Company. Upon entering into this PremierPro Support and Maintenance Agreement, annual
support and maintenance fees are due. The PremierPro Support and Maintenance Agreement details the scope of
services and pricing associated with Customer's implementation of such support services.
Exhibit B
STATEMENT OF WORK
1(
Selectron
211-.
Partner
T E C H N O L O G I E S, I N C. Gold Independent Software Vendor OM
Statement of Work
Monroe County, Florida
VoicePermitsTM
Correction Codes
Inspection Prerequisites
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 4
3.1 VoicePermits 4
4.0 Deliverables
7
4.1 Hardware
7
4.2 Software
7
4.3 Installation and Training
7
4.4 Documentation
8
4.5 Support
8
5.0 Responsibilities and Requirements 8
5.1 Selectron Technologies, Inc. 8
5.2 C usto m e r 10
Appendix A:Hardware Specifications 15
12/12/12 2.20.8 1
Selectron Technologies Statement of Work proprietary & confidential
1.0 Overview
This Statement of Work (SOW) outlines the software, hardware, and implementation services
included with the purchase of an interactive solution from Selectron Technologies. Additionally, this
document describes the Customer's responsibilities in providing a suitable environment and facili-
tating a successful implementation of the Selectron Technologies' interactive solution.
1.1 Revision History
1.0 Initial Release 10/23/2012
1.1 Removed references to cancelling 12/12/2012
inspections after `printing' and moving an
inspection to a production table
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.
12/12/12 2.20.8
Selectron Technologies Statement of Work proprietary & confidential
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
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
3.1.12 Maintain Correction Codes).
2.1.2.2 Inspection Prerequisites
System administrators can configure VoicePermits to disallow inspections
from being scheduled until other, associated inspections have been sched-
uled or approved. Additionally, inspections cannot be scheduled until the fol-
lowing three requirements are fulfilled:
• Contractor License (county or state registration) is active
• Permit is active
• Check for Notice of Commencement
When callers attempt to schedule an inspection whose prerequisites have not
been met, the system speaks back the specific unmet prerequisites. The Cus-
tomer's business rules determine whether or not inspection prerequisites
must be scheduled or approved prior to scheduling associated inspections.
2.1.2.3 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)
12/12/12 2.20.8 3
Selectron Technologies Statement of Work
proprietary & confidential
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.
3.1.1 Run System Reports
System administrators can generate, view, save, and print system usage reports using
Microsoft Internet Explorer® 5.0, Mozilla Firefox 1.0, or newer, with access to the Cus-
tomer'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
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
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Selectron Technologies Statement of Work proprietary & confidential
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
and responses is provided during system installation ( section 4.3.2 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
12/12/12 2.20.8
Selectron Technologies Statement of Work
proprietary & confidential
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 2.1.2.3 Professional Voice Recording, for a list of non - system
prompts. Training on how to record prompts and responses is provided during system
installation ( section 4.3.2 Provide Administrative Training).
3.1.8 Monitor System Status
Using the system monitor, the Customer's system administrator can view the status of
the VoicePermits system. The status of each line is displayed, complete with the
actions (if any) that are currently taking place.
3.1.9 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.
3.1.10 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
using the Administration Tool ( section 4.2 Software). The Customer's business rules
determine how many days forward VoicePermits will offer callers.
3.1.11 Maintain Inspection Prerequisites
The System administrator is responsible for adding, editing, and deleting VoicePer-
mits' inspection prerequisites using the Administration Tool ( section 4.2 Software).
When inspection prerequisites are added, the system administrator must also record
corresponding system prompts ( section 3.1.7 Record Prompts and Responses).
Selectron Technologies assists the Customer with the initial prerequisite configuration.
3.1.12Maintain 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.
12/12/12 2.20.8 6
Selectron Technologies Statement of Work
4.1 Hardware
proprietary & confidential
Refer to Appendix A, Hardware Specifications, for details regarding hardware provided
with the 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.
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#®
4.3 Installation and Training
Selectron Technologies provides two days of on -site installation, testing, and training for the
interactive solution.
4.3.1 Test and Install System Server
On the first on -site day, an Installation Specialist installs the interactive solution's
server and performs any necessary configuration. Once installed, the Installation Spe-
cialist tests the interactive solution to ensure all included applications are functioning
properly (refer to section 2.0 Functionality, for a list of all included applications).
4.3.2 Provide Administrative Training
Training for the system administrator occurs on the second day of the Installation Spe-
cialist's visit. Training also includes guidance on how system administrators can train
additional staff.
Training for non - system prompt recording is also provided (refer to section 2.1.2.3
Professional Voice Recording, for a list of non - system, VoicePermits prompts)
4.3.3 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 previ-
12/12/12 2.20.8 7
Selectron Technologies Statement of Work
proprietary & confidential
ously unavailable 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 docu-
ment.
4.4 Documentation
A hard copy of the Administration Manual for each included application is delivered with the
server. Additionally, an electronic version of each manual is provided in PDF format (refer to
section 2.0 Functionality, for a list of included applications).
4.5 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 5.1.3 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.
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-
12/12/12 2.20.8 8
Selectron Technologies Statement of Work
proprietary & confidential
plete system testing. Refer to section 5.2.1.6 Provide Remote
Network Access to Permitting Database, for more information.
• Implementation Timetable- details project schedule and details all proj-
ect milestones.
• Pre - Install Checklist- prepares the Customer's staff for system installa-
tion. Once the checklist is completed and returned, the Project Manager
schedules the on -site installation.
• 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
• 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
12/12/12 2.20.8
Selectron Technologies Statement of Work
proprietary & confidential
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 Installation
Selectron Technologies provides two days of on -site installation, testing, and training
for the interactive solution. Refer to section 4.3 Installation and Training, for addi-
tional information.
5.1.3 On -going System Maintenance
Selectron Technologies' support plan includes repair or replacement of any failed
hardware or software component, a toll -free support line, and dial -in technical support
for the solution. 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 - Installation
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 Determine System Connection
Selectron implements using VoIP (Voice over Internet Protocol) by default if
the Customer is set up for it. If the Customer is using analog lines, a T1 line,
or ISDN (Integrated Digital Services Network), a Digital Media Gateway will
be implemented. At times, these methods may incur differing costs (including
such items as hardware, telephony professional services, or special installa-
tion services). The Project Manager will detail such special considerations as
part of choosing the connection method. Once determined, and hardware has
been purchased, changes to the connection configuration shall incur addi-
tional charges.
• VoIP Because VoIP is highly configurable, every VoIP deployment is
unique. Even though SIP is growing to be the industry standard, it con-
tinues to evolve and different vendors can interpret said standards in
different ways. Selectron has successfully implemented multiple IVR
solutions in a variety of VoIP environments.
• The Customer is responsible for ensuring that the VoIP system is con-
figured correctly to allow full functionality of the interactive solution. Full
functionality may require additional third -party hardware and services,
which are the responsibility of the Customer. Additional integration ser-
12/12/12 2.20.8 10
Selectron Technologies Statement of Work
proprietary & confidential
vices are provided by Selectron Technologies' Project Manager and
development team as part of the implementation process.
• If the Customer is upgrading a Selectron interactive solution to a VoIP
environment, an additional license fee is required to upgrade to the lat-
est version of the Syntellect CT AIDE toolkit.
• Media Gateway A media gateway allows the interactive solution to run
on VoIP, even if the Customer has t1 or analog lines. Depending on the
type of line, an analog or T1 media gateway (or, in rare cases, multiple
gateways) will be implemented. Typically, Selectron uses Dialogic
media gateways, but may implement an alternative gateway device if
the alternative is better suited to the Customer's environment and the
interactive solution feature set.
• To ensure full functionality, analog lines are sometimes used to connect
the interactive solution to the Customer's VoIP switch via a gateway
device (which is not included with the interactive solution). This gateway
device must support all necessary functions required of the switch
(such as transfers).
• The IVR and Analog or T1 lines are plugged into the media gateway.
Using a media gateway allows Selectron to configure the IVR as VOIP,
meaning there is no need for voice boards on the IVR, and server HMP
licenses are installed on the IVR.
• Having a media gateway minimizes the downtime necessary for switch-
ing to VoIP, if the Customer should choose to convert to VoIP in the
future.
5.2.1.3 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
• Permit numbering scheme
5.2.1.4 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
12/12/12 2.20.8 11
Selectron Technologies Statement of Work
proprietary & confidential
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.
5.2.1.5 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.
5.2.1.6 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.
5.2.1.7 Confirm Pre - Install Tasks
Selectron Technologies' Project Manager provides the Customer with a pre -
installation checklist (refer to section 5.1.1.2 Provide Documentation).
Once the checklist is completed and returned, the Project Manager schedules
the on -site installation.
5.2.2 Installation
5.2.2.1 Provide Installation Assistance
The Customer must ensure that telephony and network staff are available, or
on stand -by, to assist with Selectron Technologies' Installation Specialist, if
needed.
5.2.2.2 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.
5.2.2.3 Provide Network Access
The interactive solution's server must have network access via a 10/100 con-
nection and a fixed IP address.
5.2.2.4 Provide Remote Access
Remote access to the interactive solution's server should be provided to
Selectron Technologies' staff for development and technical support. There
are multiple options for how to set up remote access — Selectron Technolo-
12/12/12 2.20.8 12
Selectron Technologies Statement of Work
proprietary & confidential
gies' Project Manager helps the Customer choose a solution that best fits the
situation.
5.2.2.5 Install Phone Lines
Depending upon the telephony environment the Customer chooses, the pro-
cess for connecting the interactive solution varies ( section 5.2.1.2 Determine
System Connection). The Customer (and, if necessary, the Customer's
phone system provider) ensures that all necessary lines and /or components
are installed and configured to allow integration with Selectron's interactive
solution.
5.2.2.6 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
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 Perform Regular System Backups
The Customer is responsible for including the interactive solution's server in
regular system backup procedures.
12/12/12 2.20.8 13
Selectron Technologies Statement of Work
5.2.3.3 Maintain Server Environment
proprietary & confidential
The interactive solution's server should reside in an environment that meets
acceptable, industry- standard hardware maintenance protocols. If adequate
conditions are not maintained and /or the server sustains physical damage
due to misuse, the Customer is responsible for server replacement.
5.2.3.4 Provide Security
The interactive solution is designed to operate within the Customer's secure
network environment. Specifically, the software relies on the Customer's
security measures; no further security infrastructure or anti -virus software is
implemented.
5.2.3.5 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.
12/12/12 2.20.8 14
Selectron Technologies Statement of Work
proprietary & confidential
Appendix A: Hardware Specifications
A. Overview
This addendum to the Statement of Work details the interactive solution's hardware specifications.
B. Hardware
B.1 Selectron Technologies Provided Server
The hardware delivered for this implementation is an HP Proliant DL380 G7 2U. This server
has RAID 5 with SAS drives, four (4) GB RAM, redundant power supply, and redundant
fans. A KVM (keyboard, video, mouse) switch can be requested, if required by the Cus-
tomer. The server is ordered as a tower, but a tower to rack conversion kit is available if
needed. Selectron Technologies reserves the right to select a different server at any point
prior to system installation, provided that it is also optimized for the interactive solution.
B.1.1 Return of Hardware
In the event that replacement hardware is required, the original hardware must be returned
to Selectron Technologies. Situations requiring the return of replaced hardware include but
are not limited to: hardware upgrades, server exchanges, and installation of a single shared
application server that replaces a multiple server, multiple application environment.
Pricing provided in the purchase of replacement or upgraded hardware reflects a discount
for returning the current hardware. Following the go -live of the new interactive solution, the
replaced hardware (including server(s) and all other replaced hardware components) must
be returned to Selectron Technologies. Shipping costs for the return of the hardware are the
responsibility of Selectron Technologies.
If the Customer chooses to retain the original hardware, the Customer is not eligible for the
discount on replacement hardware listed in the Quote.
B.2 Customer Provided Server
If the Customer requires another server, other than the one provided with the interactive
solution ( section B.1 Selectron Technologies Provided Server), Selectron Technologies
must be notified immediately during the initial phase of project implementation. It is the Cus-
tomer's responsibility to provide an adequate replacement that meets Selectron Technolo-
gies' Customer Provided Server Policy requirements. If a dual - processor server is provided
by the Customer, additional license fees are required due to third -party licensing agree-
ments. A dual - processor server is not required for the system.
B.3 VolP Ports
The interactive solution includes four (4) licensed VoIP ports.
12/12/12 2.20.8 15
AMY HEA VILIN, CPA
CLERK OF THE CIRCUIT COURT
DATE: January 29, 2013
TO: Christine Hurley, Director
Growth Management Division
ATTN. Mayra Tezanos
Executive Assistant
FROM. Pamela G. Hanc C.
At the January 16, 2013, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of the following:
Item H2 SunGard contract amendment in the amount of $15,141.00 to add an Application
Programming Interface (API) to allow the proposed purchase of the Integrated Voice Response
(IVR system to read/write inspection information to /from the CommunityPLUS permitting
system.
✓Item H3 Selectron Technologies, Inc., contract (Software License Agreement, Support
Maintenance Agreement and Professional Services Agreement) in the amount of $48,900 to
purchase and implement an Integrated Voice Response (IVR) system to automate building
permit inspection requests and resulting, and authorizing an additional 5 years of maintenance at
the County's option at the prices listed in the scheduled, to be no more than $40,520 in total.
Enclosed is a duplicate original of each of the above - mentioned for your handling.
Should you have any questions, please feel free to contact our office.
cc: County Attorney
Finance
File
Selectron
TECHNOLOGIES, INC.
Software License Agreement
This Software License Agreement ( "SLA" or this "Agreement ") is entered into by and between Selectron Technologies, Inc. an
Oregon corporation and its successors and assigns (collectively, "Company "), and Monroe County, Florida ( "Customer "). Company
agrees to allow Customer to use Company's computer software and associated media and printed materials, which may or may
not include electronic documentation and documentation available via the Internet (collectively, the "Software "), under the terms
and conditions of this SLA. By signing below, and /or by installing or otherwise using the Software with Company's permission,
Customer agrees to be bound by the terms of this SLA.
1. Grant of License.
Subject to the terms and conditions of this SLA, Company
grants to Customer a non - exclusive, non - sublicensable, non-
transferable and non - assignable (except as specifically set
forth herein), and limited license to install and use the
Software solely during the Term of this Agreement (the
"License "). The License entitles Customer to install and use
the Software at its principal place of business solely on a
single computer (unless Customer is authorized to install
and use the Software on more than one computer, as set
forth in that certain Professional Services Agreement
between the parties), and solely for Customer's internal
business use. A license for each active server, test server, or
active fail -over server must be expressly purchased for the
specific use of the Software on each server. Except as
otherwise notified by Company, the Software may not be
used in connection with any software not acquired from
Company or recommended in writing by Company
specifically for use with the Software. Except as expressly
set forth in this Section 1, no other right or license is granted
to Customer with respect to the Software.
Use of the Software requires that Customer use, as part of
the Software, certain third -party Runtime - Restricted Use
Software. By agreeing to this Agreement and installing and
using the Software, Customer agrees to all terms and
conditions set forth in the End User License Agreement(s).
2. License Fee.
Customer agrees to pay a license fee for the above - granted
license, as set forth in accordance with the terms of that
certain Professional Services Agreement between Company
and Customer (the "License Fee "). The Professional Services
Agreement sets forth a payment schedule and payment
terms for the License Fee, which are incorporated into and
made a part of this Agreement by this reference.
3. Other Rights and Limitations.
3.1 Transfer of Software. Customer may not rent, lease,
distribute, sell, assign, pledge, sublicense, loan, timeshare,
otherwise transfer, or otherwise use the Software for the
commercial or other benefit of third parties, but Customer
may transfer the use of the Software from Customer to a
third party on a permanent basis, provided that (i) Customer
notifies Company of the transfer in advance of the transfer;
(ii) Customer ceases all use of the Software and retains no
copies of the Software after the transfer; and (iii) the third -
party recipient expressly agrees in writing to the terms of
this SLA and provides the signed SLA to Company. In the
event of such a transfer, Customer agrees to pay any
additional installation, set -up, or training fees arising out of
the transfer of the Software to the third party (to the extent
that the third party refuses or fails to pay such fees).
Customer further agrees to allow Company or its
representatives onto Customer's premises to ensure that
Customer has ceased all use of the Software and not
retained any copies of the Software.
3.2 Limitation on Reverse Engineering, Decompilation, and
Disassembly. Customer may not, and may not permit any
employee or third party to, reverse engineer, decompile,
translate, or disassemble the Software, or otherwise
determine or attempt to determine any source code,
algorithms, methods, or techniques used or embodied in the
Software, except and only to the extent that applicable law,
notwithstanding this limitation, expressly permits such
activity.
3.3 Other Use Restrictions. Customer may not use the
Software for any purpose other than for use on Customer's
own internal computer networks, as set forth in this SLA.
Customer agrees to comply with all applicable laws, rules,
and regulations in its use of the Software. Customer may
not, and may not permit is employees or any third party to,
(i) modify, translate, or create derivative works based on or
derived from the Software; (ii) remove or alter any
copyright, trademark, or other proprietary notices, legends,
symbols, or labels appearing on or in the Software;
(iii) perform, or release the results of, benchmark tests or
other comparisons of the Software with other software,
media, or materials; (iv) permit the Software to be used for
or in connection with processing data or other information
on behalf of any third party; or (v) incorporate the Software
or any portion thereof into any other materials, products, or
services.
3.4 Installation /Copy Limitation.
The Customer may install one extra copy of the Software on
one (1) passive server for temporary fail -over support only
and not for regular use under the License. That server must
have the same number of, or fewer, processors as the active
server on which the Software is installed.
3.5 Notice to Users.
Customer shall inform all Customer employees who use the
Software under the License of all terms and conditions of
the SLA, and Customer acknowledges and agrees that it is
responsible for all such employee usage of the Software.
In the event of any violation of this Section 3, Licensor may
immediately terminate this Agreement in accordance with
Section 12, and shall be entitled to injunctive relief in
accordance with Section 13.9.
4. Copyright.
The Software is licensed, not sold. Customer acknowledges
and agrees that Company or its suppliers own title to the
Software and all present and future copyrights, trade secret
rights, patent rights, trademark rights, and all other
intellectual property and proprietary rights in and to the
Software (including without limitation, all source and object
code, algorithms, techniques, methods, images, "applets,"
photographs, animations, video, audio, music, text, and
other content comprising and /or incorporated into the
Software), accompanying printed materials, the copy of the
Software that Customer is permitted to make under Section
3.4, and all updates and upgrades to and versions and
derivative works of the foregoing. Customer may not copy
or transfer the Software, except as expressly provided in
Section 3 of this Agreement. Customer may not copy the
printed materials accompanying the Software without
Company's prior written approval in each instance of such
proposed copying.
S. Dual -Media Software.
Customer may receive the Software in more than one
medium. Regardless of the type or size of media Customer
receives, Customer may use only the single medium that is
appropriate for Customer's single computer. Customer may
not use or install the other media on another computer.
Customer may not loan, rent, lease, distribute, sell, assign,
pledge, sublicense, timeshare, or otherwise transfer the
media to another user or use the media for the commercial
or other benefit of any third party, except as part of the
permanent transfer of the Software under Section 3.1 of this
Agreement.
6. Export Restrictions.
The Software is subject to the export control laws of the
United States and other countries. Customer may not export
or re -export the Software, unless Customer has first
obtained Company's prior written permission and the
appropriate United States and foreign government licenses,
at Customer's sole expense. Customer must otherwise
comply with, and contractually require that all of its
employees comply with, all applicable export control laws
and regulations in the use of the Software. The Software
may not be downloaded or otherwise exported or re-
exported (a) into any country for which the United States
has a trade embargo, or (b) to anyone on the U.S. Treasury
Department's list of Specially Designated Nationals or the
U.S. Commerce Department's Denied Persons List.
Customer represents and warrants that it 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,
indemnify and hold Company and all successors, assigns,
affiliates, suppliers, and each of their officers, directors,
employees, and agents harmless for, from, and against any
and all claims, allegations, damages, liabilities, and costs and
expenses (including without limitation attorneys' fees and
costs) arising out of Customer's violation of such export
control laws. Customer further agrees to comply with the
United States Foreign Corrupt Practices Act, as amended.
7. Representations and Warranties; Warranty Disclaimer
7.1 Customer represents and warrants that (a) it has full
right and power to enter into and perform its obligations
under this Agreement, and (b) it will take all reasonable
precautions to prevent injury to any persons (including
employees of Company) or damage to Company's property
during the Term of this Agreement.
7.2 Company represents and warrants that (a) it has full
right and power to enter into and perform its obligations
under this Agreement, and (b) it will take all reasonable
precautions to prevent injury to any persons (including
employees of Customer) or damage to Customer's property
during the Term of this Agreement.
7.3 Company warrants that the Software will perform
substantially in accordance with the specifications set forth
in the Scope of Work to the Professional Services
Agreement, for a period of one (1) year from the date of the
installation, as that term is defined in the Professional
Services Agreement, Exhibit A. Any changes or modifications
to the Software by any person other than Company, or any
combination of the Software with any other materials by
any person other than Company, voids this limited warranty.
This limited warranty is also void if failure of the Software
results from transportation, neglect, misuse, or
misapplication of the Software by any person other than
Company; from any accident beyond Company's control;
from use of the Software not in accordance with this
Agreement or documentation provided in connection with
the Software; or from Customer's failure to provide a
suitable installation or use environment for the Software.
7.4 The express warranties in Section 7.2 and 7.3 set forth
above are in lieu of all other warranties, express, implied
or statutory, arising from or related to this agreement and
the Software provided to customer hereunder, including,
but not limited to, any implied warranties of
merchantability, fitness for a particular purpose, title, and
non - infringement of third party rights. Customer
acknowledges that it has relied on no warranties other
than the express warranties in Section 7.2 and 7.3 of this
agreement. Except for the express warranty in Section 7.3
of this Agreement, Company provides the software to
customer "as is" and "as available," and does not warrant
that the Software will be uninterrupted or error free, and
hereby disclaims any and all liability in connection
therewith. This warranty disclaimer is made regardless of
whether Company knows or had a reason to know of
Customer's particular needs. No employee, agent, dealer or
distributor of Company is authorized to modify this limited
warranty, or make any additional warranties, whether
orally, in writing, or otherwise. This Section 7.4 shall be
enforceable to the fullest extent permitted by applicable
law.
8. Customer Remedies; Limitation of Liability.
8.1 If Customer finds what it reasonably believes to be a
failure of the Software to substantially conform to the
functional specifications in the Scope of Work, and provides
Company with a written report that describes such failure in
sufficient detail to enable Company to reproduce such
failure, Company's and its suppliers' entire liability and
Customer's exclusive remedy is for Company to use
commercially - reasonable efforts to correct or provide a
workaround for such failure at no additional charge to
Customer. If, in Company's sole discretion, it provides
Customer with replacement Software, the replacement
Software will be warranted in accordance with the
provisions of this Agreement for the remainder of the
original warranty period or thirty (30) days, whichever is
longer. Outside the United States, neither these remedies
nor any product support services offered by Company are
available without proof of purchase from an authorized non -
U.S. source.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE,
SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS SLA, THE SOFTWARE, AND
RELATED DOCUMENTATION. COMPANY'S TOTAL
CUMULATIVE LIABILITY IN CONNECTION WITH THIS SLA, THE
SOFTWARE, AND RELATED DOCUMENTATION, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF THE LICENSE FEE ACTUALLY PAID TO COMPANY
HEREUNDER IN THE TWELVE- (12 -) MONTH PERIOD
IMMEDIATELY PRECEDING THE ACTION THAT GAVE RISE TO
THE CLAIM. CUSTOMER ACKNOWLEDGES THAT THE LICENSE
FEE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS
SLA AND THAT COMPANY WOULD NOT ENTER INTO THIS
SLA WITHOUTTHESE LIMITATIONS ON ITS LIABILITY.
9. Network Security Disclaimer
9.1 Internet Security.
Company's Software may have the ability to connect to the
Internet. The Software is designed to operate within
Customer's secure network environment, and the Software
does not provide any mechanism for security or privacy.
Specifically, the Software relies fully on Customer's security
measures and implements no further security infrastructure.
Company makes no representations or warranties to
Customer regarding (i) the security or privacy of Customer's
network environment; or (ii) any third -party technologies' or
services' ability to meet Customer's security or privacy
needs. These third -party technologies and services may
include, but are not limited to, operating systems, database
management systems, web servers, and payment
processing services. Customer is solely responsible for
ensuring a secure network environment.
9.2 Remote Access Security.
In order to enable code development, and Customer
support and maintenance of the Software (if purchased by
Customer pursuant to a separate support and maintenance
agreement), Company requires remote access capability.
Remote access is normally provided by installing PC-
Anywhere, ControllT, or other industry standard remote
access software. It may also be provided through a
Customer solution such as VPN access. Regardless of what
method is used to provide remote access, or which party
provides remote access software, it is Customer's
responsibility to ensure that the remote access method
meets Customer's security requirements. Company makes
no representations or warranties to Customer regarding the
remote access software's ability to meet Customer's
security or privacy needs. Company also makes no
recommendation for any specific package or approach with
regard to security. Customer is solely responsible for
ensuring a secure network environment.
9.3 Outbound Services Disclaimer.
Outbound services are intended to create additional
methods of communication to Customer's employees who
use the Software in support of existing processes. These
services are not intended to replace all interaction with
Customer's employees or become critical path. While the
outbound services have been created with the best
available tools and practices, they are dependent on
infrastructure that is inherently not fail - proof, including but
not limited to infrastructure such as software, computer
hardware, network services, telephone services, and e-mail.
Examples of situations that could cause failure include but
are not limited to: down phone lines, all lines busy,
equipment failure, email address changes, internet service
disruptions. For this reason, while outbound services are
valuable in providing enhanced communication, they are
specifically not designed to be used as the sole method to
deliver critical messages. Customer acknowledges that it is
aware of the potential hazards associated with relying on an
automated outbound service feature, when using the
Software, and Customer acknowledges and agrees that it is
giving up in advance any right to sue or make any claim
against Company, and that Customer forever releases
Company from any and all liability, if Customer, or
Customer's employees, suffer injury or damage due to the
failure of outbound services to operate, even though
Customer does not know what or how extensive those
injuries or damages might be.
30. U.S. Government End Users.
10.1 The Software is a "commercial item ", as that term is
defined at 48 C.F.R. 2.101, consisting of "commercial
computer software" and "commercial computer software
documentation ", as such terms are used in 48 C.F.R. 12.212
or 48 C.F.R. 227.7202, as applicable. Consistent with 48
C.F.R. 12.212 and 48 C.F.R 227.7202 -1 through 227.7202 -4,
the Software is licensed to any U.S. Government end users
(i) only as a commercial end item and (ii) with only those
rights as are granted to all other end users pursuant to the
terms and conditions herein. Company and licensor of the
Software is Selectron Technologies, Inc., 7405 SW Tech
Center Drive, Suite 140, Portland, Oregon 97223, USA. This
Section 10.1, consistent with 48 C.F.R. § 12.212 and 48
C.F.R. § 227.7202 is in lieu of, and supersedes, any other
Federal Acquisition Regulation, Defense Federal Acquisition
Regulation Supplement, or other clause or provision that
addresses United States Government rights in computer
software, technical data, or computer software
documentation.
10.2 Company advises that, to the extent allowed by law,
the resultant contract terms and pricing may be extended to
other State of Florida jurisdictions, public entities, political
subdivisions and government cooperative purchasing
group(s) whose processing requirements, applications,
specifications and standards coincide with the processing
requirements, applications, specifications and standards
herewith. The extension of this contract to any entity is at
the sole discretion of Company. A qualified entity choosing
to join this contract shall execute a separate contract with
the specifications, pricing, terms and rights provided
herewith, directly between the entity and Company, and
shall commit a separate purchase order and pay for supplies
and services by means of their individual accounting and
purchasing departments. Any processing requirements,
applications, specifications and /or standards not covered
herewith will be developed and priced separately, based on
the entity's additional requirements and specifications, and
appended to the new resultant contract. The entity shall
deal directly with Company concerning the placement of
orders, invoicing, contractual disputes and all other
matters. Failure to extend this contract to any entity shall
have no effect on the consideration of Company's current
bids or agreements.
31. Support and Maintenance.
Customer may purchase support for and maintenance of the
Software from Company by entering into a separate
PremierPro Support and Maintenance Agreement with
Company.
12. Term and Termination.
12.1 This SLA shall continue indefinitely, unless terminated
earlier in accordance with this Section 12 (the "Term ").
12.2 Customer may terminate this SLA at any time by
returning or deleting all copies of the Software in
Customer's possession and providing Company written
notice that Customer has done so. Under no circumstances
will Company provide a refund of paid fees to Customer.
12.3 Company may terminate this SLA, all other agreements
between the parties, if any, and Customer's right to
continue to use the Software hereunder, immediately upon
written notice if Customer breaches a material term or
condition of this SLA, including Customer's failure to pay the
License Fee when due, and fails to cure such breach within
sixty (60) days of being notified of the breach by Company.
Upon such termination, Customer shall immediately cease
all use of the Software, and Company may terminate
Customer's access to the Software. Further, upon such
termination, Customer must promptly return all copies of
the Software and related documentation in its possession or
under its control to Company and provide Company with
written notice that it has done so.
12.4 Sections 4, 7.4, 8.2, 9, 12, 13 and the rights and
obligations therein shall survive any termination of this SLA.
13. General Provisions.
13.1 Independent Contractor Relationship.
Company's relationship with Customer will be that of an
independent Contractor and nothing in this Agreement
should be construed to create a partnership, joint venture, or
employer - employee relationship. Customer is not an agent of
Company and is not authorized to make any representation,
contract, or commitment on behalf of Company, or to bind
Company in any way. Company is not an agent of Customer
and is not authorized to make any representation, contract, or
commitment on behalf of Customer, or to bind Customer in
any way. Company will not be entitled to any of the benefits,
which Customer may make available to its employees, such as
group insurance, profit sharing or retirement benefits.
13.2 Governing Law; Jurisdiction.
This Agreement will be governed by and construed in
accordance with the laws of the State of Florida, without
reference to its conflict of law provisions. The United
Nations Convention on Contracts for the International Sale
of Goods does not apply to and shall not be used to
interpret this Agreement. Any action or proceeding arising
from or relating to this Agreement must be brought in the
federal or state court located in Monroe County, Florida.
This agreement is not subject to arbitration.
13.3 Severability.
If any provision of this SLA is unenforceable, such provision
will be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible
under applicable law, and the remaining provisions will
continue in full force and effect. Without limiting the
generality of the foregoing, Customer agrees that Section 8
will remain in effect notwithstanding the unenforceability of
any provision in Section 7.
13.4 Contact Information.
Should Customer have any questions concerning this SLA, or
if Customer desires to contact Selectron Technologies, Inc.
for any reason, please contact us at: Selectron Technologies,
Inc., 7405 SW Tech Center Drive, Suite 140, Portland,
Oregon 97223, USA; www.stigov.com
13.5 Notice.
All notices, consents, and other communications under this
Agreement must be delivered in writing by courier, by
electronic facsimile (fax), or by certified or registered mail
(postage prepaid and return receipt requested) to the other
party at the address set forth in Section 13.4 or beneath
such party's signature, and will be effective upon receipt or
three (3) business days after being deposited in the mail as
required above, whichever is sooner. Either party may
change its address by giving notice of the new address to
the other party.
13.6 Public Announcements.
Customer shall cooperate with Company so that Company
may issue a press release concerning this Agreement;
provided, however, Company may not release any such
press release without the prior approval of Customer (which
shall not be unreasonably withheld, delayed, or
conditioned). However, without seeking prior approval in
each instance, Company shall have the right to use
Customer's name as a customer reference, and to use
Customer's trade name on Company's customer lists.
13.7 Attorneys' Fees.
In the event of a dispute between Customer and Company
concerning the Software or this SLA, the prevailing party in
the litigation shall be entitled to recover its reasonable
attorneys' fees and expenses from the other parry.
13.8 Confidentiality.
The Software and all related documentation and materials
provided to Customer under this Agreement contain
valuable trade secrets, copyrights, proprietary know -how,
information, algorithms, techniques, methods, processes,
and content (collectively for purposes of this Section 13.8,
"Proprietary Information and Materials ") that belong to
Company or its suppliers, and the Proprietary Information
and Materials are being made available to Customer in strict
confidence. ANY USE OR DISCLOSURE OF THE PROPRIETARY
INFORMATION AND MATERIALS, OTHER THAN IN STRICT
ACCORDANCE WITH THIS SLA, IS STRICTLY PROHIBITED AND
IS ACTIONABLE AS A VIOLATION OF COMPANY'S AND /OR ITS
SUPPLIERS' TRADE SECRETS, COPYRIGHTS, AND OTHER
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS, AS
WELL AS A MATERIAL BREACH OF THIS AGREEMENT.
13.9 Injunctive Relief.
In the event that Customer breaches any provision of
Section 3, Section 4, Section 13.8, or any other material
provision of this Agreement, Customer acknowledges and
agrees that there can be no adequate remedy at law to
compensate Company for such breach; that any such breach
will allow Customer or third parties to compete unfairly with
Company resulting in irreparable harm to Company that
would be difficult to measure; and, therefore, that upon any
such breach or threat thereof, Company shall be entitled to
injunctive and other appropriate equitable relief (without
the necessity of proving actual damages or of posting a
bond or other security), in addition to whatever remedies
Company may have at law, in equity, under this Agreement,
or otherwise.
13.10 Waiver.
All waivers must be in writing. Any waiver or failure to
enforce any provision of this Agreement on one occasion will
not be deemed a waiver of any other provision or of such
provision on any other occasion.
13.11 Authority.
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or
her authority to do so and his or her authority to bind the
entity on whose behalf the Agreement is signed.
13.12 Entire Agreement.
This SLA constitutes the entire agreement between the
parties regarding the subject hereof and supersedes all prior
or contemporaneous agreements, understandings, and
communication, whether written or oral. This SLA may be
amended only by a written document signed by both
parties. The terms on any purchase order or similar
document submitted by Customer to Company will not
modify the terms and conditions of this Agreement or have
any force or effect.
13.13 Counterparts.
This Agreement may be signed in one or more counterparts,
each of which will be deemed to be an original copy of this
Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement. Each party agrees
that the delivery of this Agreement by facsimile transmission
or by PDF attachment to an e-mail transmission will be
deemed to be an original of the Agreement so transmitted
and, at the request of either party, the other party will
confirm facsimile or e-mail transmitted signatures by
providing the original document.
[Signature Page Follows]
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
By Todd A. Johnston
Signed:
Title: President
Date: -7 ,
Address: 7405 SW Tech Center Drive, Suite 140
Portland, OR 97223
Customer: I
By:
Signed:
Title: /-/a
Date:
Address:
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CERTIFI. ATE OF LIABILITY INSUe ANCE DATE(MMIDDITYYY)
12124/2012
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: if the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER - CONTACT W.B. Adams Co.
W.B. Adams Company pHMN Fat)* 844 -9948 " 1 • N o l : (503) 844 -9997 FAX
General insurance Mans, infolawbadame.com
14737 SW Milliken Way INBURERI81 AFFORDING COVERAGE NAIC 0
Beaverton OR 97008 INSURERA: Travelers Prop Casualty Co ofAinerica A+XV 7372 (SIC)
INSURED mums : Hartford Insurance Co. of the Midwest AXV 37478
Selectron Technologies, Inc. INSURER C :
7405 SW Tech Center Drive INSURER D :
Suite 140 INSURERE:
Portland, OR 97223 INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS I S TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED B pp Y J� PAID
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GENERAL LIABILITY EACH OCCURRENCE 8 1,000,000
A X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED
pRFMIRFR aenlarrv.,) $1,000,000
CLAMS -MADE OCCUR 1251497A 1/31/12 1131/13 MEG E>p (kw one o.nonl 510,000
PERSONAL 8 ADV INJURY 31.000,000
GENERAL AGGREGATE $ 2,000,000
OEML AGGREGATE OMIT AP(MEES PER PRODUCTS COMPIOP AGG $ 2,000,000
1L 1 POLICY 7 P :11 - ?r - I 1 LOC $
AUTOMOBILE LABILITY COMBINEED LIMIT a 1,000,000
A X ANY AUTO BODILY INJURY (Par person) 5
ALLOWNEO — SCHEDULED BA8090P982 1/31/12 1/31/13 BODILY INJURY (Per eccdent) 5
AUTOS _- AUTOS
— HIRED AUTOS
NON -OWNED PROPERTY DAMAGE 8
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X UMBRELLA X OCCUR EACH OCCURRENCE - 8 5,000,000
A EXCESSUAB CLAMS -MADE 12514981 1/31/12 1/31/13 AGGREGATE s 5,000,000
DEO 1 X 1 RETENTION 810,000 $
WORKERS COMPENBAT1ON - X 1 WC STATU- ` I OTH
AND EMPLOYERS LIABIUTY TINi 11•ATR I FR
B OFFICERR/MEMBEREXX C NIA 52WECPZ0473 1/31/12 1131/13 EL EACH ACCIDENT 81,000,000
(Mandatory In NH) E.L DISEASE - EA EMPLOYEE 81
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DESCRIPTION OF OPERATIONS below E.L DISEASE - POLICY LIMIT 51,000,000
A Technology Services E & 0 Agg. $1,000,000
Retroactive Date 01/31/2002 ZPL14P29592 1/31/12 1131113 Each Claim $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS l VEHICLES (Attach ACORD 101, AddWenal Remarks Schedule, If more space le required)
RE: Design, Development, installation of VoicePermits IVR solution for inspection scheduling. rsy A
Contract Start Date: 1/1812013. Monroe County, Florida Board of County Commissioners is Included 4A � s MMF _ _
additional Insured where required by written contract with respect to general liability and auto liability. ` "'
CERTIFICATE HOLDER CANCELLATION
Monroe County, Florida Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
County Commissioners ACCORDANCE WITH THE POLICY PROVISIONS.
2798 Overseas Hwy, Suite 400
Marathon, FL 33060 AU . • - • D
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IV 1988 110 • RD - _ • N. All rights reserved.
ACORD 25 (2010/05) The ACORD name and logo are registered marks . ACORD