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Item H04Meeting Date: March 23. 2016 Department: Building . ..................................... ­­ BulkItem: Yes No Staff Contact /Phone #: -Rick Griffin-x8729-- AGENDA ITEM WORDING: Approval of Second Amendment to Agreement between Selectron Technologies, Inc. and Monroe County, amount not to exceed $4,945 for enhancements to the Interactive Voice Response (IVR) system for permit inspection scheduling, reporting, and providing inspection status to the public. ITEM BACKGROUND: Monroe County Code 122-3(e) requires that a certificate of elevation of the lowest floor is submitted within 21 days of passing the inspection establishing the lowest floor elevation. This is a crucial floodplain management workflow process which requires inspectors to initiate tracking for Certificate of Elevation by manually adding entry into CommunityPLUS in addition to using the IVR to do all other inspection resulting. However since this unique work process is performed separate from all other inspection workflow it is prone to human error and overlooked. The new feature would automate the entry for inspectors by incorporating it in their normal IVR workflow and thereby eliminate error. PREVIOUS RELEVANT BOCC ACTION. April 16, 2014 ­ BOCC approved first amendment to contract with Selectron Technologies, Inc. January 16, 2013 - BOCC approved contract with Selectron. Technologies, Inc. CONTRACTIAGREEMENT CHANGES: 1111 W 5 51 "1 11 111, FI I■] DI W DI 9 DICN] WIT REVENUE PRODUCING: Yes —No AMOUNT PER MONTH Tear APPROVED BY: County Attorneyz OMB/Purchasing Risk Managemen�f C­Y­ DOCUMENTATION: Included Not Required,,._ iiISPOSITION: AGENDAITEM# 3 '901,41 11 "W• TO I&III LTA 10 IF. -It Contract with: Selectron Technologies, Inc. Contract 4N/A Effective Date: 3/23/2016 — ------------------------- Expiration Date: N/A Contract Purpose/Description: Second amendment to Selectron Technologies, Inc. contract to implement additional enhancements to the Integrated Voice Response (IVR) system that automates certificate of elevation inspection process. Contract Manager: Rick Griffin, BO 8729 Growth Management (Department/Stop #) for BOCC meeting on 03/23/16 Agenda Deadline: Total Dollar Value of Contract: 4,595 Current Year Portion: $ 4,595 ..... B........ udgeted? Yes NoE] Account CoCodes: 180- 52502-530520 Grant:$ N/A County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: N/A For: Maintenance (Not included in dollar value above) (eg. maintena IRD Risk Management 6ALL)'%I O.M.B./Purchasing County Attorney Comments: itorial, salaries, etc. Changes Needed Reviewer Yes[:] No[:] -7 ............. — - - - — ..... Yes E] No[]' I YesE] Noli 198-1MR-1 9 VILIJ 0 V Z I M .1j 3 V * F WHEREAS, the parties entered into a Professional Services Agreement (Agreement) January 16, 2013, for the provision of Interactive Voice Recognition (IVR) services includi hardware, software, installation and training; and . WHEREAS, the parties entered into the First Amendment to Agreement Between Selectjr Technologies Inc. and Monroe County, Florida on June 11, 2014 for the purposes of implemen a custom limit inspection module and allowing third party inspection postings; and WHEREAS, County desires enhancements to the IVR services from Selectron whMi County Code 122-3(e) (21 day requirement to provide building official elevation certificate]; and WHEREAS, Selectron is the only vendor with compatible software and equipment Selectron's enhancements to County's system; and WHEREAS, a certain portion of those funds allocated in the First Amendment to underlying contract were not utilized and certain portions of those items delineated in the Fir Amendment were not implemented, the unused portion of those funds shall be used to cover expense to implement this IVR enhancement; and NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein th- parties agree as follows: I I . Selectron shall provide the services and software necessary to enhance the lV`R services accomplish the following task: i the pennit holder to submit to the building official a certificatii•of the elevation of the lowest flo within A zones or the lowest portion of the lowest horizontal structural inembers of the lowe7st Iflo within V zones, whichever is applicable, as built in relation to mean sea level. Monroe County Code 122"33 (e) Selectron shall be compensated for this task in accordance with the fimds as established in the First Amendment to the Contract in that no new or greater funds shall be charged for this Second Amendment. Selectron shall utze those remaining unspent funds from the First Amendment and apply those funds towards this Second Amendment in an amount not to exceed $4,595.00. 3. All deliverables of services and software shall be provided no later than July 30, 2016. 4. All other terms and conditions of the Agreement between the parties dated January 16, 2013, shall remain in full force and effect. r 111 . I - I I . Z WTINESSES: 1111WS I k 111 1 aq;j RI-1-VA ni Sol -11 1711 Mayor Heather Carruthers ;S,INC-. Print Name: Title: STATE OF Cof\ COUNTYOF On this 2- -,') r 'A day of "�- eb - %j, c',( 2016, before me the person whose name is subscribed above, and who produced 0(-z' 1) as identification, acknowledged that he/she is the person who executed the above Amendment for the purposes therein contained. No I Fa . ry Public Print Name My commission expires: rc ME Price Quote EE4452C January 21, 2016 PREPARED, RMonroe County, FL VoicePermits' Custom Logic $4,595 Selectron will provide professional services to incorporate additional logic when an inspector posts results for certain inspection codes (configurable). If the inspector is posting results for an inspection code configured, the system will ask the inspector if a Preliminary Certificate of Elevation is required. If yes, the system will set a flag, and at the end of the resulting process, schedule a set inspection code (configurable) for 20 days in the future. Professional Voice Recording - English Included Project Management Included Design & Development Included Remote Support for Acceptance Testing & Go -Live Included Total Cost $4,595 Pricing does not include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor. PAYMENT TERMS 4- ,_ust_au.er axticipates civerixg .rsjerct exXexses usixg crefit 2•,X-liei ts the acc%YM-Xer Cre Memo 7863 1 PREMIERPRO ON -GOING SUPPORT An active Support and Maintenance Agreement and all applicable fees are required as qualification for the discounted pricing offered in this quote. Based upon evaluation of the items contained in this quote, Support and Maintenance fees will be adjusted accordingly upon the next renewal of the active Support and Maintenance Agreement. ©ice EE4452C January 21, 2016 Sales Tax or any other applicable taxes are NOT included in any of this proposal's pricing information. If taxes become applicable, these taxes will then need to be added to the proposed pricing, VENDOR INFORMATION Selectron Technologies, Inc. 12323 SW 6611 Ave Portland, OR 97223 Ph: 503.443.1400 Fax: 503.443.201 10 WX=4110140 90AIVAPff RwiliffilrU06191 AND MONROE COUNTY, FLORIDA fflaw wis made and enterea into 2014, between the Monroe County Board of County "M44� 2 + + =nd Selectron Technologies, Inc. (Selectron). PAYWO DM13 Dvtg WHEREAS, the parties entered into a Professional Services Agreement (Agreement) on January 16, 2013, for the provision of Interactive Voice Recognition (IVR) services including hardware, software, installation and training; and WHEREAS, County desires enhancements to the IVR services from Selectron which i�krovide for a Custom Limit Inspections Module and VoicePermits Customizations, and Selectrea iesires to provide these enhancements; and WHEREAS, Selectron is the only vendor with compatible software and equipment for Selectron's enhancements to County's system; NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein the parties agree as follows: I Selectron shall provide the services and software shown on Exhibit A and shall be compensated in the amount of Ten Thousand Nine Hundred Fifty Dollars ($10,950.00) by County according to the terms of Exhibit A. 2. Selectron shall provide the services and software shown on Exhibit B and shall be compensated Three Thousand One Hundred Fifty Dollars ($3,150.00) by County according to the terms of Exhibit B. 4. All other terms and conditions of the Agreement between the parties dated January 16, 2013. shall remain in fall force and effect. W1 SSES: HEAVILIN, CLERK I !AK�%-T. Tkrj ET r PM MIL SELECTRON TECHNOLOGIES,INC. By: PrintName: Tit[J� On this 3�a. -16 - day of XNIC%. 2014, before me the person whose name is subscrilied aboye, and who f o d ' ^a 1r. s identification, acknowledged kA that he/she is the person who executed the above Amendment for the purposes therein contained. Noiavf'Public V-L'- Print Name My commission expires: I)ICk Y":- h 201 MUM Price Quote EE41629 May 16, 2014 XMVIC-Ahi. A 1■� Custom Limit Inspections Module $10,951 ValcePermitf" will automatically limit the number of inspections that may be scheduled on a given day. Individual limits may be set for pre -defined Inspection groups. To enhance the Limit Inspections module, the IVR will call a stored procedure which will provide current inspection counts for the defined groups. Grouping will be based on inspection type, location, and time slot. 'JF7(C"7UT'T.w ak'�4_! 'im"Tnew'I system will offer the next available day during the scheduling routine. inspection counts for the defined group. Project Management Included Solution Design & Development included Remote Support for Acceptance Testing & Go -Live Included Total Cost $10,9so ill 1! 11 111!F111 : 11111NIIIEL"L Pricing does not include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor. PAYMENT TERMS Receipt of a Purchase Order by the Customer will constitute acceptance of the terms and conditions utilized in the Professional Services Agreement executed with the initial purchase The second installment of 40% of Total investment will be invoiced when the module is delivered and made available to the Customer for testing. The Customer will be invoiced the ti ESelectron V 0 s C F - W F 8 - M 0 0 1 L r: Price Quote EE4162B May 16, 2014 & T � A final installment of 15% 30 days after the completion of installation. The Customer is given thirty days to test the functionality as defined by the scope of work. It is the Customees responsibility to ensure full testing is completed during this period and it is Selectron Technologies responsibility to resolve all issues found during testing. if User Acceptanc-- Testing is delayed beyond thirty days, not due to any fault of Selectron Technologies, tht- payment will become immediately due. Selectron Technologies expects payment to occur within 30 days of receipt of invoice unless otherwise agreed to in the contract or purchase order terms and conditions. An active Support and Maintenance Agreement and all applicable fees are required as qualification for the discounted pricing offered in this quote. Based upon evaluation of the items contained in this quote, Support and Maintenance fees will be adjusted accordingly upon the next renewal of the active Support and Maintenance Agreement. TAXES Sales Tax or any other applicable taxes are NOT included in any of this proposal's pricing information. if taxes become appiicable, these taxes will then need to be added to the proposed pricing. PNTZ��� Selectron Technologies, Inc. 12323 SW 6611 Ave Portland, OR 97223 Ph: 503.443.1400 Fax: 503.443.2052 Selectron VOICE - WF6- MOBILE Price Quote EE4163B May 16, 2014 Quote Is valid for 90 days 1 WX 00 11 13 0 8 D VoicePermitsym Customizations $3,150 Selectron will provide professional services to implement third -party inspector posting on the VoicePermits IVR. Using their issued Contractor ID and Inspector PIN, third -party inspectors will have a 48-hour window to post inspection results on a permit they are tied to in CommunityPLUS. Project Management included Solution Design and Development Included Remote Support for Acceptance Testing & Go -Live includl Total Cost $3,150 Pricing does not include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or Implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor. PAYMENT TERMS Receipt of a Purchase Order by the Customer will constitute acceptance of the terms and conditions utilized in the Professional Services Agreement executed with the initial purchasz of your interactive system. Customer will be invoiced 45% of Total Investment amount upon receipt of a ll asetraer. The second installment of 40% of Total Investment will be invoiced when the module is delivered and made available to the Customer for testing. The Customer will be invoiced the final installment of 15% 30 days after the completion of installation. The Customer is given thirty days to test the functionality as defined by the scope of work. It is the Customer's responsibility to ensure full testing is completed during this period and it is Selectron Technologies responsibility to resolve all issues found during testing. If User Acceptance Testing is delayed beyond thirty days, not due to any fault of Selectron Technologies, the payment will become immediately due. 00111M (b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. mpleted operations hazard7is excluded either by (9) Any vendor, person or organization if the "products -co the provisions of the Coverage Form or by endorsement b. This insurance does not appl� to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. ADDITIONAL INSURED —CONTRACT, AGREEMENT OR PERMIT a. Section 11 — Who Is An Insured is amended to include as an additional insured any person(s) or organi- zation(s) with whom you agreed in a written contract, written agreement or perrnit to provide insurance such as 'is affbrded under this Coverage Part, but only with respect to liability fbir"bodily injury", "property darnage" or "personal and advertising in�jry" caused, in whoLe or in part, by your acts or ornissions or the acts or omissions of those acting an your behalf 1. In the performance of "your vwrW'fbr the additional insured(s) at the location designated in the contract, agreement or permit, or 2. In the maintenance, operation or use of equipment leased to you by such person (s) or organization (s), or 3. In connection with prernises you own, rent, lease or occupy. This insurance applies on a primary or primary and non-contributory basis if that is required 'in writing by the contract, agreement or pern-dt. b. The insurance provided to the additional insured herein is limited. This insurance does not apply: i, Unless agreement or permit is currently in effect or becomes effective during the term (a) the written contract, this policy; and (b) the contract or agreement was executed or permit issued prior to the 'bodily injuil'. "PrOPe damage", or'�personal and advertising injury'% 2, To any person or organization included as an insured under the Additional Insured - Broad Fo Vendors provision of this endorsement; 3, To any person or organization included as an insured by an endorsement issued by us and made part this Coverage Part', 4. To arty person or organization if the 'bodily injury", *'Property damage", or 1�personal and advertfilsi injury" arises out of the rendering of or failure to render any professional architectural, enclineering surveying services by or for you including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, repo surveys, field orders, change orders or drawings and specifications; or I (b) Supervisory, inspection, architectural or engineering activities. 5. To any: (a) Lessor of equipment after the equipment lease terminates or expires; or (b) Owners or other Interests from whom land has been leased; or (c) Managers or lessors of premises if. (1) The *,occurrence" takes place after you cease to be a tenant in that prerrdses; or (2) The 'bodily injury", "property damage", '*personal and advertising injury" arises out of structural alterations, new construction or demolition operations perfbrmed by or on behalf of the manager or lessor. 6. To lbodily injury, or "property daniagel'occurring after (a) AN work an the project (other than service, maintenance or repairs) to be perfbared by or on behalf Of the additional insured at the site of the covered operations has been completed-, or (b) That portion of 'your work7' out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in pertbriTing operations for a principal as part of the same project Page 2 of 7 Includes copyrighted material of Insurance Services Me, Ina VCG 207 07 09 Copyright 2009, OneBeacon Insurance Group LLG a Limits of Insurance applicable to the additional insured are those specified in the contract, agreement or permit or in the Declarations of this polcy, whichever is less, and fix the most we will pay regardless of the number of 1. Insureds; 2. Claims made or "suits" brought; or 3. Persons or organizations making claims orbdnging'%uits!'. These Limits of Insurance are inclusive of and not in addition to the Limits of Insurance shown in th--� X:xlarafions. AGGREGATE LIMIT PER LOCATIOR a. Under Section III — Limits of Insurance, the General Aggregate Limit applies separately to each of your I'locations" owned by or rented or leased to you. b. Under Section V — Definitions, the following definition is added: ltocatior�' means premises involving the same or connecting lots, or premises whose connection interrupted only by a street, roadway, waterway or right-of-way of a railroad. I BLANKET WAIVER OF SUBROGATIOR Section IV — Transfer of Rights of Recovery Against Others to Us Condition is amended to add the following: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations done under a written contract or agreement with that person or organization and included in 'Your work" or the "products -completed operations hazard". This waiver apples only to persons or organizations with whom you have a written contract. executed prior to tht lbodily irjury"or"property damage", that requires you to waive your rights of recovery. ............ "I Jnder Section V, the definition of "bodily injury"is replaced by the following: "Boft/ injury" means bodily injury, sickness, or disease sustained by a person, including mental anguish or death resulting from any of these at any time. Section 11 — Who is An Insured is amended to include as an insured the following: Any organization which is a legally incorporated entity in which you own a financial interest of more than 50 percent of the voting stock on the effective date of this endorsement will be a Named Insured until the 180th day or the end of the policy period, whichever comes first, provided there is no other similar insurance available to that organization. The insurance afforded herein does not apply to any entity which is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 7. BROADENED PROPERTY DAMAGE— BORROWED EQUIPMENT, CUSTOMERS- GOODS AND USE OF ELEVATORS The insurance for "property damage"riability is subject to the following: a. The Damage To Property exclusion under Section I Coverage A is amended as follows: 1. The exclusion for personal property in the care, custody or control of the insured does not apply to "property damage' to equipment you borrow while at a job site and provided it is not being used by anyone to perform operations at the time of loss. (b) Personal property in the care, custody or control of the insured; and (c) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it L —do thel-Lawy, to "property damage"arising from the use of elevators at premises you own, rent, lease or occupy. Subject to the Each Occurrence Limit, the most we will pay for "property damage!' to "Customers' Goods"is $35,000 per "occurrence". VCG 207 07 09 indudes copyrighted matenal of Insurance ServicesOffine, InCL Page 3 all Copyright 2009, OneBeacon insurance Group LLC 12.8 Waiver. U.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 9, 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 bo3 OWN, 11""11011111*111 I { 1 • { 1 12.11 Counterparts. .. constituteeach of which will be deemed to be an original copy of this Agreement, and, when taken together, shall be deemed to or be deemed,; 1_ [Signature Page Follows] MUN, r1rTrw N TI=.j An j1-4-tAk i Selectron Technologies, Inc. Address- Z4g5 5W Tech Center Drive. Suite 140 Portland, OR 97223 Customer. By: 5,! 5if AA Title: a 0 b- Date: I FIO77�+T3TTIT T7 VoiceVoiceftrmiti' Interactive p. . ■ 1 IncludedFunctionality: • Schedule Inspections .Address • Cancel Inspections 0 Permit Based Messaging • Obtain inspection Results 0 VoicePermits ReportingModule • Post InspectionRemote Voice• Professional ., Ports Professional Services Solution Design & Development Includ Selectron Project Management Includ On -Site Installation, Travel Expenses &Training Includ TechnologiesVoicePermits 12-Month Warranty on Selectron (Begins upon .. Completion of iinstallation) System Documentation VoicePermits Hardware■fincludes;Configuration) IroLiant DL380 . . 1 1 • Intel •n Quad -Core 2 GHz Processor 0 Micr■ ■ ■ 10' Server 146GB SAS Hard Drives (RAIDS) Integrated• Redundant Hot Plug Supply Power 0 Integrated Gigabit Network Adapter • Lights -Out License Correction Codes 111 Ins ■ . 1 1' IncludedInvestment for VoicePermits Interactive Voice Response Solution $48,9 Required Items Not Phone In Selectron Technologies VoicePermits Base System • - ark Services Required to Support the Installation Required• Host Interface (Please■for IVR Interface Pricing) M. UTINTOMMirkrIP Invoiced at time of 1 0% Invoiced 1 #' r 1Installation E0'. Invoiced 31 days -Installation Invoiced upon • 1 ' • ■ ! 1 I ' r • 1 ■ ■ - r Company • purchase necessary hardware,rl ■n-site expenses an■ Invest the technical supportit, •. 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." when the system Is available for 1 PremlerPro Support and Maintenance Plan services begin on this date (Service Date), if Customer has purchased PremierPro Support l: 1 Maintenance services. exceedthirty 4 days. all Issues found during the last phase of If ! 1 ■ Ithe final testing andacce■tance isdela0edbe6ondthlrtokl! 1 . 4 } u-I to any fault of Company,the payment will become immediately■ Phased t ■ When phased - ■ - ■ to, applied •, each phase. r • _ ^• r r hardware #have it replacedwith 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. Company will provide custom programming and non -warranty maintenance customer support on a time -and - materials basis. :4 ■ 1 / • ■ it ■ r .. # * r - • r ! ■ ;. .i ■ ! and Scope of Work to Customer, which Customer must sign and return to Company before work can begin or be s&-eduled. forthFee set above. 1 - a - .ME • 1 1 1 ,f f 1 • 1 (- • - I � � . 1 1 1. 1 . a •.;TIMrerm a price changes Incurred for aIrfare, hotel or car rental. Fir, ff W-., �l F-11 141711 Selectron Pa rtner TECH NO LOG I ES , INC. Gold WeperdM Softwve Vendor VolcePermitsTm Correction Codes Inspection Prerequisites Professional Voice Recording (Call Flow and System Prompts) Professional Voice Recording (Correction Codes) Professional Voice Recording (Street Names) MM-!Mectro Tech nologies,coM Selectron Technologies. the Selectron Technologies logo, and all Selectron Technologies product namet contained herein are trademarks or registered trademarks of Selectron Technologies, Inc in the USA 2.20.8 andfor other countries. All other brand names are trademarks of their respective holders. proprietarySelectron. Technologies Statement of Work confidential • ! i 1.0 Ov i 1.1 Revision History 2 2.0 Functionality 3.0 Administrative Tasks 4 4.0 Deliverables 4.1 Hardware 7 4.2 Software 7 4.3 Installation and Training 7 4.4 Documentation 8 4.5 Support 8 0 Responsibilities and Requirements ; Appendix Specifications 16 i71 12/12/12 1 ± ����,les Statement of Nork proprietary & oonrdential ;K11KOTT-Tt M 1.0 Initial Release 110/23/201F wo Wo mlw� Removed references to cancelling 12/1212012 inspections after"printing" and moving an Inspection to a production table J the call flow, business rules, and work process may be limited by the availability and access to lata. "CWTVIRM-1=1 I"kz C A F-=C[1 NO information and services over the phone to callers. lot, number. 12/12/12 2.20.8 0 2 Selectron Technologies Statement of Work proprietary & confidentia' ■ T-737, =7 I I P1 01:141 (01"W_1111 it oil 411CO-1 416-1 1 izM a sez.L-�_+v� pit T.AOL11- ting database. RA FAUT V IR =-. 9, E, a,' "MINIMIRWIT! MmI11111 I =OR'll I a , t ( T F T 2 M T MIr 7 717 Mr- tion code. Correction codes detail the specific reason for inspection failure. The description of the correction code Is available to callers requesting inspection results. i L-1 F ( 0 1 a I lll�i a SELL ITI-1 V hull 'Uri a 'Rim, [owing three requirements are fulfilled: - Permit is active :41A-74111-74114 LUTAMMM, IMM. iM—i iMs I 5377RA M74 FVM7575779Z * =a, 7MMIMM—MMM It IM-16 817-4:10111zletl I [=is K01 dr-1 'ja] 961IL40111 P11101WOMR11M I Lqe itffla�' WV4,4914MI (=14 0 1 I tomer recording- NERJU proprietary A confidential M&WA;f- =44BU701-1-1n, --TT[T-1;=-=1 I WWWWW"I"W"N W I Lail New Streets). 91414 VOUM1VMMF=- and operating the interactlive solution. tomer's intranet. Reports can be saved as PDF files from the browser. FT-1?T-W4TTr:' Ti, System Usage Calls received by day for selected date range System Une 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- lion, 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 12/12112 220.8 01 4 Selectmn Technologies Statement of Work proprietary & confidentl MCI= im Wa a" 111911111 k4-1 III Iii lip U=14v 11i UsTs P(4� RMT41 I 144liel r- T 3 1 1 R11111101-iiiii I 111111111111111111111111� 6 Istrative Training). L=V,11�-MU-1111 110111-1114 lisle I larjo]-Vel III $IQ ii lisle - As new streets are added to the Customer's jurisdiction, the system administrator "91WIl. A or word using the telephone. It L tract for more details. MT-1: I21i2112 2,20.8 0 5 proprietary & confidential WRqRF'1JTL tvffe-W call the system to record the missing prompts. * I j - I OLLIE= the VoicePermits system. The status of each line is displayed, complete with the actions (il any) that are currently taking place. 1-TrIlIMMANIMIFITrarlirf M-1151rarls =9 Q1 M, =-III' 111111144-1:11 P 0 -sill Mr-il"N M W IT to-lat lam 1111111 I__(' It Jim, r9(kWv'WjI I i ing recording of the description to be played back to callers (secdon 3.1.7 Record Prompts and Responses). Selectron Technologies assists the Customer with the tial code configuration. so gap 111011161"W a, LOV-1i 1"WIWINWil- -10 US IIIIiIIIIIIIIIIIIII ;IIIIIIIIIIII iiiiiji 12112/12 2.20.8 MI 6 with the interactive solution. MR&MMA7 M �11111111111 MM—e-Mr," gli''I'lij M��::: 11: T11 1 11, proprietary & confidential jnrw- M- M41 Selectron Technologies' software installed, MIT= kV Adminlsltmt 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. interactive solufion. juo= 17= I I IT■ I - . -•- - — I on ie siLijoncrffgr•r-i"igTrNiBiiation bpe- cialist's visit. Training also includes guidance on how system administrators can train addonal staff. 0 1=1 FM11 =l After the initial implementation of the interactive solution, the application database IN L I Mi 4141-1 IMLO M015 LO a ON MT I AWAIRlill iti III[MMEMM7 _PIM A Y?%%* If MWLC L re Pe UT I C ment. MMP; , =F=7 .91U20 - =.. it, a ]Rk Coll occur. Once notified of an interruption, Selectron's Customer Support Service begins trou- bleshooting the issue, with the objecUve of returning the system to full functionality as quickly as possible. IMUTA i�77—rllirml - I � I : a Wiz ]]IV W-171 L11LPi;1-V 11 CIA [a Izis WA I log 111;-M I 119:4 VNEM. I 411M M-1101011-11 I - I I - ' 0 11111t.:111117—IW� This section outlines Selectron Technologies' responsibilities regarding system implementa- tion and maintenance. P991997MM-71 =.- , 11goll 111,P] Lois I III@ K*5101141 I Itzi M - Tang WiLmenis is help facilitate the implementation process: Implementation Quesfionnaire- identifies the Customer's functional needs and is used to create an implementation timetable. Each appl tion included with this implementation has its own questionnaire (refer to §ggtlon 2.0 Functionality, for a list of included applications). V RAT TMff 0 1111 I A W MM""11641,141 M(11�0 Pfjt- III-- Lr-�M411 1012 (01:EVA-j(Z111Z4 P41171.4 1[431 12/12/12 2,20.8 0 _T771TIFUTT.T. proprietary A confidential plete system testing. Refer to §gglion 5.2. 1.1 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- tionr. 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. ified service functionality,, MIA ZEE= is completed and approved by the Customer. defined options, �:Mf77;rST1VVM_ Film delivery, ensuring system functionality. r-1 ,, FM TV M1. J] F =77 M Selectron Technologies provides marketing collateral that the Customer can use to promote the interactive solution to citizens. Marketing collateral ITIVAVATI irk Rim= vided upon request). *&W&Wf WSW&J.'W*-C�lWa mation to be displayed on the marketing collateral. Information displayed includes the following: Interactive solution's phone number JurisdiCtiOT address • Rame of the interactive solution, if Selectron branding is not utilized • Included modules and functionality • Additional contact/informational phone numbers • Inspection codes III IM III r_1W4J11r_1k0A#1VlWAIK;J 1141"4-4i4ffill 1* 12/12/12 2.20.6 0 om�= =��= proprielary & confidential rs= 71MIAM-WoMMM Mi a 11- 9 r, FA a 17711 Ma MUM 0 W TIMMSTIT-T MT after final delivery are also billed on a time and materials basis. raLftle Interaffffle- sowtion. Feter to OF �-, Ec, inuatiaGon a no I raining. foroaaja-' tional information. r I I it M iF for the solution. Refer to the Contract for more information. I ON 111111 1111 � ��ilill !1I I IIII III 1 "!''11111 - 0 5 [WII G41101 0 1 - P-M M Ulm =r I IN= �P_ - ■, I �� I I , � ;-_ =tj I . a I been purchased, changes to the connection configuration shall incur addi- tional charges. * VdIP Because Vol P is highly configurable, every Vol P 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 Voll? environments. * The Customer is responsible for ensuring that the VbIP 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 0 10 proprietary & confidential vices are provided by Selectron Technologies' Project Manager and development team as part of the implementation process. • If the C�!stxrner is YXZrafing a Salectrin interseYve sx1yVrtri tt a 1'+141F environment, an additional license fee is required to upgrade to the lat- est version of the Syntellect CT ADE toolkit. .. ts J49, g2t%- 2ft 11, 4A — '_,q, C,1h&1M1_ • Vel;7-Gate V2 -Wr % Y W . ask an Vol P, 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 conneej the interactive solution to the Customer's VbIP 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 IVIR as VbIP, meaning there is no need for voice boards on the IVR, and server HW licenses are installed an the IVR. Having a media gateway minimizes the downtime necessary for switch- ing to VolP, if the Customer should choose to convert to VoIP in the future. 11T.W.110.7NOM .7. dog I I I a g, 490IF-.10111 0 r r. r1n 17 V r T-V.M M11111 11111141,111141106WI-1 rWAWXI'Lob� Ur_GU"=C Mr3mm- tron Technologies' Project Manager. - Street names Observed holidays QMW �T • 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 146-;*11 4 1110IL74 12/12112 2,20.8 0 11 MEamm proprietary & confidential . 1-4 M r-W-1kTAN r-I HO-T. ff..W-4 i-T_. iT.T_.W._ a - re I i 7X4 4 1595Y. I i -7,JM� I IJM 10��C:111127:3171 M-1-MIMMO M 0 1 - IMBINNIMI 1 4 W1.41 Project Manager immediately. ting database, additional, post -installation development and testing time will be necessary, delaying system activation by 1-2 weeks. �*A *M6 MM fl Ti I FM- =F I V M M If. I W. ff- LWVN;5XV WVL &WHY1 .9 NNIVi �WLTR the on -site installation. on stand-by, to assist with Selectran Technologies' Installation Specialist, if needed. 5.2.2.3 Provide Network Access TZ-91MV7 F5_WI MM nection and a fixed IP address. 1_VIZF_RI_*T72RH7X, =i _14i4dr L qI7 12/12/12 2.20.8 12 proprietary & confidential UI—es iL�Fpj�ec Manager eips tne Uustomer cnoose a s-5-FuTi-6-n-ffl-aT6-e-srbIsTffe- situation. X Q - - U Ql; System Connection), The Customer (and, if necessary, the Customer's *rora-4M_-- f n-pnM Pt ezz m piu, &A% are installed and configured to allow integration with Selectron's interactive solution. PF*WIKRI-IIi z - V MIZ =1 - U-6 The Customer has 30 calendar days after on -site installation to verify the 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. I L 11 tron Technologies staff for development and technical support. Remote access can be set up using a VPN (Virtual Private Network) • IP (Internet Protocol) pinhole— Selectron Technologies' Project Manager assists the Cus- tomer in choosing a solution that best fits the situation. the Customer's network and databaseisystem. Changing or deleting access 6IM_ 111411ININKAW114001 1191YA 11 1611Z�Ik$191 1111��J LZA 111610111r=140 • 'Will account and password (it applicable) • Network account and password for the interactive solution • Parmitfing itatlase acczynts anI Xasswjirts for the interactive sobetior. • Permitting system accounts and passwords for the interactive solution - IP address of the permitting database server 5.2.3.2 Perform Regular System Backups regular system backup procedures. 12/12/12 2.2U 0 13 Selectron Technologies Statement of Work pmprielary & confdentr& to t 0 L 7MM network environment. Specifically, the software relies on the Customer's V-4 if raw�rmi&f k—�Tr-i;ft implemented. 0 M#I FMIRM- (.111-171;LM =., P i 17TT 4 W-IM rr7pz 12/12/12 2.20.8 14 t W-w responsibility of Selectron Technologies. proprietary & confidential N 5101C= f (CA - i -.) 71 1 T L S �271 W -- 11 fP - -fd�-ATTUFC-74 1`79 tiscount on replacement hardware listed in the Quote. MIT=, MTR-;i =49TTO F - =&- I Vo- IP 12112/12 Z20.8 0 15 I . I r.�■ ��l I� . the Term 1the Agreement(defined 1. Initial Term: The initial term of this Allreement shal] I the Issuance of Agreement between the parties), with respect to installment of Company 1, ! .; terms of ■ r !' ot Me inmai term or then -current Renewal Term. The initial Term and all Renewal Terms shall be collectively referred to In this Agreement as the "Term". support !ntracts in order to be eligible for telephone support, Iother servicesprovided / OWN I ►OW. . r ! • ■ iCustomer services, the Customer must _all fees thatwould otherwise have been paid had this Agreement been renewedwithoutI f/ i, 3. Termination: •" , r r hv PitlrprI r Initial Term or Renewal Term. describedIn Exhibit A to this Agreement, for the support and maintenance services Agreement (the "PremlerPro .Ii SupportS. Support and Maintenance: The PremlerPro Includes: Telephonea. IR• during normal business hours (5-00 a.m. to 5:00 p.m. Pacific Time, Monday through Friclay)" b. Use /Company's/free number/r SupportPremlerPro c. On -Line technical diagnosticsupport d. Software correction updates that are 1• generally available R Company's customers Hours,per week,days per year support for emergency (system downor Inoperable) g. Development work necessary to support versionstandard f! host database billing software) and back -end database. This requires two (2) weeks' notice prior to planned system update inorder/U . scheduling of resources. Please contact supporti' Proactiveh. Quarterly perform,will ■ ■ system diagnostics I create{ primarynotify the resu Its of these actions- 1. r di space utilization 2. Examine *'files including errorlogsf Identifyr ■ Apply3. operatingupdates to the software.device drivers, and database se 1. 1 updates. meet these criteria are intended to cure fallu that might be likely to cause hardware dama system unavailability, data corruption, or sev data •n-emergency calls made after normal business hours laborr hour minimum charge. 6. Support Services: Exhibit A to this Agreement does not cover, support services relating to the following items: support , i, _ + + �iourly rates or for a fixed fee. If Customer's payments under this Agreement for provided . , to provide services described , will receive preferred rates for both standard and after- hours services. 7. Hardware Maintenance: Company, at its sole discretion, may use new .r Support.r services provided of this Guide,S. Customer Preventative Maintenance: Customer shall perform all necessary preventative maintenance as outlined in Company's Administrative be updated from time to time by Company.. . . the contrary determined,this Agreement, if Customer's failure to perform the required preventative maintenance Is supportbe billed for the support and the services required al Company's III � 'T =1 1 14 d' am ffi.. calls made during non -business hours, an answering service takes all emergency (system down or Inoperable) will be four (4) hours. Non -emergency calls will be directed to support personnel, and will be responded to the next business day. support Customer's customer support contacts are as set forth on Exhi it A to this Agrggment. Customer may change its customer support contacts upon thirty (30) days' written notice to Company. Disclaimer.11. Representations and Warranties; Warranty PERMITTEDTO THE MAXIMUM EXTENT BY APPLICABLE •i•• � N r 1 • u THIRD PARTY RIGHTS. This warranty disclaimer is made know of Customer's particular needs. No employee, Naomi R , PERMITTED12. Limitation of Liability. TO THE MAXIMUM EXTENT BY APPLICABLE . s • ! a; . • r � • f • it � r-, CUSTOMERTHE ACTION THAT GAVE RISE TO THE CLAIM, ACKNOWLEDGES THAT THE FEES REFLECT THE COMPANYTHAT ! F NOT ENTER INTO THIS WITHOUTAGREEMENT \ ON 13. Downtime under this Agreement, and such failure results In 1• `I equalCustomees sole remedy, and Company's entire liability, • downtime ('Downtime I a •- • ':firw-rtl[Tre Credit. Custorff eriiTuS.1 r I Of the downtime within I':a ■ 1' 1 11 twenty-four• of beginning downtime. amountspreviously paid by Customer under this the applicable downtime or ■ - 13.2 As used in this Agreement, Customer acknowledges and agrees that "downtime* includes time when the applicable a but downtime r•- • I" I I I µ days! advance notice. Dr not /- Inaccessibility of the Products caused by third parties Service Providers, providers, and telecommunications providers. 14. Network Security Disclaimer: 14.1 Internet Security. a 1 f r / A I', • • is j I : • / .,. softwareprivacy. Specifically, the / Company no r ! r the security or privacynetwork environment;third"party needs.services' ability to meet Customer's security or privacy include,•firritted to,operating database paymentprocessing responsible for ensuring a secure network support14.2 Remote Access Security. In order to enable code development, and Customer Imaintenanceofthe Products,Company •rI , I A /-ther industry standard remote access software. it may access. Regardless of I to provide remoteprovides remote requirements. Company makes no representations 1,; Customerwarranties to / ability■ meet Customees security or privacy needs. 4. I makes no recommendation for any Customerspecific package or approach with regard to security. •• network ■ i 14 ext. Disclaimer.24.3 Outbound Services Outbound - r to create additional! Productsuse the I/1 services are not intended to replace Customer's employees or become outbound services have been created with the best available tools and practices, they are dependent on '11 I but not limited to infrastructure such as software, and --mail. Examples of situations that could- address service disruptions. 1 services are valuable in providing used as the sole method to deliver Customer• of ■• advance any right to sue hazards associated with relying on an automated rthat Customer from any and all liability, If Customer, or Customer's a r of III WON might be. 110. Government Contracts: 15.1 In the event that Company perform contractor In which Customer maybe the prime relating to 1government contract;provided Customer provides a copy ofthe contract toCompany prior 1execution politicalto other State of Florida jurisdictions, public entities, w , government cooperative purchasing group(whose 2pplications, specifications and standards.e with the processing standardsand any entity is at the sale disc3 entity choosing to join this contract shall execute a separ-ater contract with the specifications, pricing, terms G•. I •.. suppliesand pay for individual accounting and purchasing departments. Any processing . he-fewMrwigt lawelz;reli additionaland priced separately, based on the entity's resultant Contract. The entity shall deal directly with contractualdisputesotherto I I • - If an ., this A ; reement is unenforceable, such ILV• • . 1 . , the objectives.suchprovision possibleI' 11 ,.'law, and the remaining that Sections 12 and n will remain In effeL 0 notwithstanding the unenforceabillty of any provision In Section 11. I' Is caused by a labor dispute, shortage of materials, fire, . If or any otherevent beyond •. . I 1- possible.resume performance as soon as 18. Independent Contractor Relationship - I. .r employer -employee relationship. agent ofCompany andis notauthorized , make any represeiTtation, contract, or commitment on behalf of Comoanv. or to ! , LROM Oh ill M-1 A . -110 alk,W-FiTTA,. I. 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 begoverned Iand construed reference to Its conflict of law provisions. The United of Goods.. 1.andshall not be used to I , federal or state court located in Monroe County, Florida. This agreement is not subject to arbitration. 20. Notice: All notices, consents, 1. other (postage prepaid and return receipt requested) to the above, whichever Is sooner. Either party may change its 21. Atto 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 pa 22. Survival. obligations therein will survive expiration or early terminationof 23. Waiver. All waivers must be In writing. Any waiver or failure to - . - . , S2.9iX a r . LIr if provisionsuch other rM. Authoritr. I-, attached2S. Entire Agreement: This Agreement and the Exhibit(s), which are betweenthis reference, constitute the entire agreement prior. ".understandings, signed terms on any purchase order by both parties. - • loco I 1 l will not modify the terms and conditions of this Agreement or have any force or effect. 26. Counterparts: This Agreement may be signed one or counterparts,be an original copy of this Agreement, and, when taken agreement. Each party agrees that thedelivery ...;. thls requestAgreement by facsimile transmission or by PDF original document. (Signature Page Follows) In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative, Selectran Technologies, Inc. Address: 7405 SW Tech Center Drive. Suite 140 �Mmrffgmyp -Mrff f-Ai I ( MNV� A-b-T` MAY HE UN, CLERIK '71 G t4 Z!?A- -'�N B S CLERK T -r A. -n Un C� I M C--) C) CD Future Service Fees (for Renewal Terms following the Initial Term of this Agreement): (411 ►.emu', �. VoicePermits VolcePermits January 15, 2014 ,. .. Voic .... r , 1 : 1 1January 15,2016 1 A 1 functionalityMclitional Future service fees for Renewal Terms are not a guarantee that Company Y automatic renewal of this Agreement, and future service fees shall o';providetSection 2 of the Agreement. IncludedFunctionality: • Schedule inspections • Cancel Inspections Obtain Inspection Results Post inspection Results Professional Voice Recording a . , • Speak Site Address • Permit Based Messaging • volcePermits Reporting Module • Remote Access Software • Four (4) Licensed Ports ProLlant DL 380 67 211,11 — Enhanced Server — Minimum Specifications ■2008 Server 4GBRAM 0 Three 13) 146GB SAS Hard Drives (RAID 51 Redundant Hot Plug Supply Power a Redundant Cooling Fans Integrated Glgabit Network Adapter 0 ROM, 56K Modem Correction Codes Inspection Prerequisite Logic Company Name: M UEE�W,I Contact: Email Telephone; Contact, Email Telephone - Contact: Email Telephone: Mp Email for all three contacts: Selectron Software License Agreement This Software License Agreement ("SLA" or entered Into by and. , , Technologies, Oregon corporation . Its successors1(collectively,. and Monroe County, Florida J'Customer). Company "Fl } .. bocimenTaMn ano UGOLMEFIWOR d. / 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 1 forth - and limited license to Install and use the Software solely during the Term t,; this Agreement (the Softwarethe principal . place .f business solelyon computersingle forth In that certain Professional Services Agreement • " 1 solely R !f activ7� fall -over server must be exyesslWurchasecl for the specific use of the Software on eV otherwise notified by Company, the Software may not be Company or recommended In writing by Company third-party Z. License Fee. license. as set forth in accordance with th i 1 ielweex. : • . • I NOW 114 Other3. Customer3.1 Transfer of Software. ., distribute. sill, al a sublicense an. timesha 1 .. I 1 ICustaTr • r _ }inNe—d-u-tM r: ! Customerthis SLA and provides the signed SLA to Company. in the event of such a transfer, • pay any that the third party . pay such fees). allowCustomer further agrees to Company'. premisesrepresentatives onto Customers ceasedCustomer has all use of the Software and not retainedany copiesof 1 !• • Asource permit employee or third party to, reverse engineer, decompi r disassemble ! • }1 determine EnoWt • L'1 • • 3.3 Other Use Restrictions. r Un 1regulationsof the Software. Customer may derivedfrom theSoftware;remove symbols, or labels appearing other(Ili) perform, or release the results of, benchmark tests or ! of Softwareother } i against Company, 1 releas- Company from any and all liability,Customer, employees,due to t outboundfailure of operate,. Customer does not know what or how extensive • Injuries or damages might ,. 0 I4 ! Consistentor 48 C.F.R. 227.7202, as applicable. Software417405 SW Tech SectionCenter Drive, Suite 140, Portland, Oregon 97223, USA. This C.F.R. § 227.7202 Is In lieu of, and supersedes, any other Fpp-dpy-aLAcquisLt.LnAv-FL@.gulation-Defensederal Acquisiti[an GovernmentRegulation Supplement, or other clause or provision that addresses United States • } software,} dcLmmertation, subdivisions1government cooperativepurchasi group(s) whose processing requirements, applicatio requirements, applications, specifications and standa ■ 1 i • ■ !.. 1 .ti CR....• i, join this contract the specifications, pricing,4rightsf •v1. herewith, directly between 1Company, I 1 orders,appended to the new resultant contract. The entity sh • 1 bids or Support12. R R } R i i •. ,A SoftwareCompany PremlerPro Support Company. 22. Term and Termination. 12.1 This SLA shall continue indefinitely, unless terminated earlier In accordance with this Section 12 [the "Term'), copies12.2 Customer may terminate this SLA at any time - returning or deleting all possession \ providing Company writt, notice} II-# 1etween the parties, if any, and Customees right rontinu ■ .• • . written t If Customerbreaches} Upon alluseof Software, I Company terminaJ Customer'stotheSoftware.1i noticeunder Its control to Company and provide Company wl written done ■: . i Company's13. General Provisions. 13.1 Independent Contractor Relationship. • ,with Customerof an independentContractor! A ieerelatic)TsPria. CurtoTrark`tntaT PTtOf commitment on behalf of Custo group Insurance, profit sharing 11 / : ■ /> ■ or retirementbenefits. accordance13.2 Governing Law; Jurisdiction. Thl Agreement will be governed by and construed \ 1" , witho reference to its conflict of law provisions. The Unitr ■ 4 • •, Merpret 1513s AgreemenE. Anf acuunor proceeoing subjectThis agreement is not 1 arbitration. will be changed and interpreted to accomplish the under applicable law, and the remaining provisions will continue In full force and affect. Without limitinj the any provision �13.4 Contact Information. �CuStamer If '. ontact Selectron• .' PortiaInc., 740S SW Tech Center Drive, Suite 140, Oregon 97223, USA; www.stiFtoy.com. 611 ! JIM party at the address set forth In Section 13.4 or ben ea q. / I. II I ..:: addresschange its address by giving notice of the new •I the other party. r3.6 Public Announcements. cooperateCustomer shall ate may Issue a press release concerning this Agreeme ay is Sue s re on cern eme provided, however, Company may not release any su shall .r ." . <. / _ prior approval Companysach instance, Customees name as a customer reference, and to v Customees trade name on Company's customer lists. 13.7 Attorneys' Fees. the litigation shall be entitled to recover its4reasona and expenses valuableprovided to Customer under this Agreement contain trade secrets, copyrights, proprietary information, algorithms, techniques, methods, processes, lil2ri :. TRADE• PROPERTYINTELLECTUAL ' WELL AS A MATERIAL BREACH OF Injunctive13.9 In the event that Customer breaches any provision Cection! u or acknowledgesprovision of this Agreement, Customer agrees that there can be no adequate remedy at law Company ! Company t1 injunctive and other ,. + . ! the necessity of proving damages or .. postingLi bond or other 13. 1 All waivers must be in writing. Any waiver or failure to not be deemed a waiver of any other provision or of such provision an 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 t whetheror contemporaneous agreements, understandings, a oral. documentamended only by a written ne orderparties. The terms on any purchase Companydocument submitted by Customer to .a rill ""kh U451gUela none or more! . . .: by PDF attachment to an e-mail transmission will and, at the request of either party, the other party transmittedconfirm facsimile or e-mail signatures providing original document. I5lgnature Page Follows] In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative. Selectran Technologies, Inc. By: Todd A. Johnston Signed: —6� 1Z I Title: Presi ent Date, Address: 7405 SW Tech Center Drive, Suite 140 Portland, OR 97223 Customer: By; 14646U.e. P Skgned, -ntte* II&W.- Date: J//L/'LO 13 Address. (SEAL) A VU"' CLE xt% NO �(; OC-P TY CLEM V ATT. ",11" - C-. C— M r- D r-. U3 C3 C=;