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Item H3BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: June 11, 2014 Division: Growth Management Bulk Item: Yes X No Department: Building Staff Contact Person/Phone #: Jerzy Smith, Sr. Dir./Building Official 453-8.729 AGENDA ITEM WORDING: Approval of First Amendment to Agreement between Selectron Technologies, Inc. and Monroe County in the amount of $14,100 for enhancements to the Interactive Voice Response (IVR) system for permit inspection scheduling, reporting, and providing inspection status to the public. ITEM BACKGROUND: At the January 16, 2013 BOCC meeting the BOCC approved a contract with Selectron Technologies, Inc., to purchase and implement the Interactive Voice Response (1VR) system to automate permit inspection scheduling and resulting process. This system was implemented on 2/1/14 and a 90 day post -implementation analysis was completed identifying several needed enhancements to increase efficiency and ease for both MC staff and the public. This amendment to the contract represents those new enhancements identified as top priority for the current fiscal year budget. The Voice Permits Limit Inspections Module ($10,950) will help prevent over scheduling of inspections physically possible to perform in one day by discipline across the entire driving distance in the County. Currently, the system allows an infinite number of inspections to be requested for a given day, and staff is tasked with the challenge to complete these inspections within a 24 hour period or face the possibility of being evaluated negatively for not being able to complete all inspections as requested. Or more importantly, the department staff receives phone calls and/or complaints from the public when inspectors are not able to complete all of the scheduled inspections. The Limit Inspections Module would help maintain a realistic workload to ensure completion of inspections with full staffing compliment. The Voice Permits Customization ($3,150) enhancement addresses the specific daily workload identified with Private Providers who have provided notice to the Building Official and are performing inspections as MC staff inspectors do on permits. (FS 553.971) Florida Statutes require that they must submit to the Building Official a record on inspections results. Currently, staff on a daily basis must retrieve email reports, confirm the inspections performed and enter the results for the Private Provider. The proposed customization to the IVR would eliminate all of these manual tasks and allow the Private Provider to directly report results only those inspections on the permits on which he/she are listed, as MC staff inspectors currently do. PREVIOUS RELEVANT BOCC ACTION: January 16, 2013 — BOCC approved contract with Selectron Technologies, Inc. CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: Approval TOTAL COST: $14,100.00 INDIRECT COST: BUDGETED: Yes X No , DIFFERENTIAL OF LOCAL PREFERENCE: COST TO COUNTY: $14,100.00 _SOURCE OF FUNDS:,180- 52502-560640 REVENUE PRODUCING: Yes No " AMOUNT PER MONTH Year _ APPROVED BY: County Atty ��'1 MWPurch�a"sing d Risk Management DOCUMENTATION: Included X Not Required_ DISPOSITION: _ AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Selectron Technologies, Inc. Contract #NIA Effective Date: 6/11/2014 Expiration Date: N/A Contract Purpose/Description: Amendment to Selectron Technologies, Inc. contract to purchase and implement additional enhancements to the Integrated Voice Response (IVR) system that automates building permit inspection requests, and enter inspector results and provide the public with inspection status. Contract Manager: Jerome A Smith, Sr Dir/130 8729 Growth Management (Name) (Ext.) (Department/Stop #) for BOCC meeting on 06/11/14 Agenda Deadline: 05/27/14 CONTRACT COSTS Total Dollar Value of Contract: $ 14,100 Current Year Portion: $ 14,100 Budgeted? Yes® No ❑ Account Codes: 180- 52502-530340 Grant: $ N/A County Match: $ ADDITIONAL COSTS Estimated Ongoing Costs: N/A For: Maintenance (Not included in dollar value above) (e . maintenance, utilities, 'anitorial, salaries, etc. CONTRACT REVIEW Changes Date Out Date In Needed eviewer _ 3 4 Division Director Yes❑ No[] Q Risk Management Yes[] No❑ O.M.B./Purchasing Yes❑ No❑ County Attorney Yes❑ No[2 Comments: OMB Form Revised 2/27/01 MUF #z FIRST AMENDMENT TO AGREEMENT BETWEEN SELL, CTRON TECHNOLOGIES INC. AND MONROE COUNTY, FLORIDA THIS FIRST AMENDMENT TO AGREEMENT (Amendment) is made and entered into this day of , 2014, between the Moluoe County Board of County Commissioners ( County) and Selectron Technologies, Inc. (Selectron). WITNESSETH: 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 provide for a Custom Limit Inspections Module and VoicePerraits Customizations, and Selectron desires 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 contai:ied herein the parties agree as follows; 1. 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. 3. All deliverables of services and software shall be provided no later than December 1, 2014. 4. All other terms and conditions of the Agreement between the patties dated January 16, 2013, shall remain in full force and effect. SIGNATURE PAGE TO FOLLOW May 20 2014 IN WITNESS WHEREOF, the parties have executed this First Atncndinent to Agreement. (SEAL) ATTEST: AMY HEAVtLK CLERK Deputy Clerk WITi�SSES. Print Name: 2. Print Nsine: &W STATE OF .'� �' c, k.. 1 COUNTY OF L, . A sb i_v.; v . �,, BOARD OF COUNTY COMMISSIONERS OIL MONROE COUNTY, FLORIDA Mayor Sylvia Murphy SELECTRON TECHNOLOGIES,INC. By: w, Print Name: 1, ., Title:�-- Ott this 1 day of tit -- 2014, before nie the person whose nanie is subscribed above, and who produced .'t. a a ' 1 �.,>.. t� os ideittificatiott, acknowledged 1 v1ctl��c.�r�tKii•�1 that He/she is the person who executed the above Amendment for the put -poses therein contained. Notary"Public LA Print Name My commission expires: r , h ;� �, ;� CIS Niay 20 2014 OFFICIAL STAMP SARA ELIZABETH ENGOL ENN t, f r C MMISrIONINo 9, 5636 MYGGWA16619N JXPIR0 AiA.RCN 27, 2018 Seal electron vn+cr•vvrn•nionitr r�r�r rJnr�� a r�ir: Monroe County, FL Price Quote Price Quote EE4162a May 16, 2014 Quote is valid for 90 days Custom Limit Inspections Module $10,950 VvfcepermitsTMk 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. Once the maximum number of inspections has been reached for a given day, the IVR system will offer the next available day during the scheduling routine. Assumptions: Monroe County will create and maintain the stored procedure for current inspection counts for the defined group. Project Management Included Solution Design & Development Included Remote Support for Acceptance Testing & Go -Live included Total Cast $100950 SELECTRON PRODUCT AND SERVICE PRICING & PAYMENT INFORMATION Pricing does not Include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or Implementation fees, additional licensing fees, or other surcharges directly or Indirectly charged by or remitted to the Application Vendor. PAYML'NT 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 of your interactive system. Customer will be invoiced 45% of Total Investment amount upon receipt of a Purchase Order, 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 Page 1 of 2 Price quote EE4162B May 16, 2014 Quote is vaiid for 90 days 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. 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. I'IlEmII=111'Ito 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. TAXES Sales Tax or any other applicable taxes are NOT included In any of this proposal's pricing Information. If taxes became applicable, these taxes will then need to be added to the proposed pricing. VEND012 INI:OltM/VI'ION Selectron Technologies, Inc. 12323 SW 6611 Ave Portland, OR 97223 Ph: 503.443.1400 Fax: 503.443.2052 Page 2 of 2 Price Quote EE41638 May 16, 2014 Quote Is valid for 90 days 111rr11AH1 rJ r-nr?: Monroe County, FL Price Quote V4icePermlts'" Customizations $3,150 Selectron will provide professional services to Implement third -party inspector posting on the Voice Permits IVR. Using their issued Contractor ID and inspector PIN, third -party inspectors will have a 48-hourwindow 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 included Total Cost $3,150 SELECTRON PRODUCT AND SERVICE PRICING & PAYMENT INFORMATION Pricing does not Include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or Indirectly charged by or remitted to the Application Vendor. PAVMCNT TERMS Receipt of a Purchase Carder by the Customer will constitute acceptance of the terms and conditions utilized in the Professional Services Agreement executed with the initial purchase of your interactive system. Customer will be invoiced 45% of Total Investment amount upon receipt of a Purchase Order. 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 151► 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. Page 1 of 2 Selectron vnir.r • +ern • raanai r Price Quote EE41638 May 16, 2014 Quote is valid for 90 days 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. PREIVIIHIPHO 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. I-A)(rS 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: 503,443.2052 Page 2 of 2 ESelectron 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 a (the "Project" or the "Services"). Exhibit A outlines the services to be provided, any associated products, and the prices. Exhibit a 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 8, 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/org 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-transferabie, 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 far the warranty In Section S.3 below. 3. Compensation. 3.2 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 8. If Customer requests a reduction In the scope, as set forth In Exhibit A or a, 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 partys Proprietary Information In confidence, will not use the other partys 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 partys 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 (t) Information regarding the skills and compensation of employees . Nothing will be considered to be Proprietary information if 11) It Is readily available to the public other than by a breach of this Agreement; (2) It has been rightfully received by the receiving parry 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 partys 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 party first provides prompt notice of the required disclosure to the disclosing party, and compiles with any protective or similar order obtained by the disclosing party limiting the required disclosure. S. 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, volds this limited warranty. This limited warranty 15 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 beyondCompany'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 non4nfringement 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 Remedles; Limitation of UabNity. 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 sale 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 (1) the security or privacy of Customer's network environment, or (1€) 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 (€f 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 Disdalmor. 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 an Infrastructure that Is inherently not fall -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 Ucense 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 an 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 Severabillty. 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 will remain In effect notwithstanding the unenforceabliity 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 mall (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 mall as required above, whichever occurs sooner. Etther party may change its address by giving notice of the new address to the other party. 12.4 rorce 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. 12.5 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. 12A 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. 1Z.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 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 POF attachment to an e-mail transmission will be deemed to be an original of the Agreement so transmitted and, at the request of either parry, the other party Wit confirm facsimile or e-mail transmitted signatures by providing the original document. [Signature Page Follows] r in Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative. Selectron Technologies, Inc. By: Todd A o nston Signed., , Title; President Date:�7— Customer: By. dac v C t�, Signed: 'eb �� Title: Al. � Date: Address: 7405 $W Tech Center Drive, Suite 140 Address; Portland QFt 97223 (SEAL) ZZAMY H 1I�LIN, CLEFiIy�CLEalt 13S -IvEQ A5 I'' A lNi !+A . G S I EY r ' p.1TT-011HEY cz LAX C— Iv -�v —n Exhibit A SCOPE OF WORK VoicePermits"o 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 a 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 AConflguratlon) $36,400 Included Included Included Included Included ProLiant DL380 G81LI -- Enhanced Server-- M€nimum Specifications $5,000 • Intel Xeon Quad -Core 2 GHz Processor • Microsoft Windows 2008 Server a 16GS RAM • Three (3) 146GB SAS Hard Drives (RAID 5) • Redundant Hot Plug Supply Power • Integrated Gigabit Network Adapter • Integrated Llghts�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 a 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 Tlme-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 5-14 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 PremlerPro Support and Maintenance Agreement with Company. Upon entering into this PremlerPro 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. Exhib t 8 STATEMENT OF WORK SelectrionI e, , V. Aftialook Partner TECHNOLOGIES, t N C. I Gold tndepredent Software vendor ISM 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) Selectron Technologies, the Selactron Technologies logo, and all Selectron Teehnoioglea product names contained herein are trademarks or registered trademarks of Salactron'Technologies, Inc. In the USA 2.20.8 and/or other countries. All other brand names are trademarks of thelr respective holders. Selectron Technologies Statement of Work pmprielary 8 eanfkientlal 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 Customer 10 Appendix :Hardware Specifications 15 12/12/12 2.20.8 Selectron Technologies Statement of Work proprietary & confidential .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 10123/2012 Removed references to cancelling 12f12r2012 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 2 Selectron Technologies Statement of Work propftlary & canMentiai 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 ran 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 functlonality of this module. The Customer is responsible for maintaining correction code data (sectjgiL 3A A2, 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 stage registration) is active • Permit is active • Check for Noflce 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 jjA, Append an Optional Greeting) 12/12/12 2.20.8 Selectron Technologies Statement of Work proprietary & confidential For more information regarding non -system prompt recording, refer to section JIL 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 an a Time and Materials basis (street names will be updated on a quarterly basis as described in sggtga 3. 1.Q. Add New Streets). 3.0 Administrative Tasks This section details tasks that the Customers system administrator can perform while maintaining and operating the interactive solution. 3.1 VoicePeirmits The tasks listed below apply to the VolceRermits application. 3.1.1 Run System Reports System administrators can generate, view, save, and print system usage reports using Microsoft Internet Explorer® 6.0, Mozilla Firefox 1.0, or newer, with access to the Cus- tomer's intranet Reports can be saved as Pl]P 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 tine Usage Calls received by line for selected date range System Usage by Hour Calls received by flour for selected date range System Statistics Displays consolidated usage informa- tion, including lime In use and tali time information Cali Activity Details Displays all actions that a caller made during a call Inspector Posting Activity Lasts 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 12/12/12 2.20.82 4 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_4,12. 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 (segjtQn 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 (sectiIIn U 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 (sect is _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 12/12112 2.20.82 5 Selectron Technologies Statement of Work proprietary & confxientlal 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 tail 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 Via, Professional Voice Recording, for a list of non -system prompts. Training on how to record prompts and responses is provided during system installation (ACjkm 4.3.2. Provide Adrnlnlstrative 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 VoicePermb 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. 3.1.1 O 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. 3.1.1 2 Maintain Correction Codes The system administrator is responsible for adding, editing, and deleting VoicePer- mits' correction codes using the Administration Tool (socti2 4,j 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. 12/12112 2.20.8 6 Selectron Technologies Statement of Work 4.1 Hardware proprietary & wnfideniial 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 8.1. 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 5.1. 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® SOLO Server 2008 - Microsoft Visual C#8 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- 12112/12 2.20.8 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, $electronis 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 5J.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-lInstalla#ion 6.1.1.1 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: E 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 Jo section 2.©. Functionality, for a list of included applications). • Remote Access Question nalre- 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- 12112/12 2.20.9 8 Selectron Technologies Statement of Work 12/12/12 2.20.8 proprietary & confidential plete system testing. Refer to section .2.1.8. 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. 6.1.1.3 Develop Call Plow 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. 6.1.1.4 Provide Configuration Assistance The Project Manager assists the Customer with the configuration of user - defined options. 5.1.1.5 Perform duality Assurance Testing Selectron Technologies thoroughly tests. all applications and hardware prior to delivery, ensuring system functionality. 6.1.1.6 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® InDesignO C52 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 contactlinformational 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 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 §,@glign 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 ian implementation questionnaire (section 5.1.1.2, Provide Documentation). The implementation questionnaire must be returned prior to developing the call flaw 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 VaIP is highly configurable, every VblP 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 VblP 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. B 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 ADE toolkit. • Media Gateway A media gateway allows the interactive solution to run on VolP, 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 altemative 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 VvIP 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 VolP, meaning there is no need for voice hoards 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 VolP 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- ilons. 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 2.20.82 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. 5.2.1.6 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. 6.2.1.7 Confirm Pre-lnstall Tasks $electron 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 6.2.2.1 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. 6.2.2.3 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 Sefectron'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. 6.2.3 On -going System Responsibilities and Requirements 6.2.3.1 Provide Remote Access Remote access to the interactive solution's server must be provided to Sefec- 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 foilowing 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. 12112112 2.20.8 13 Selectron Technologies Statement of Work praprletary & confidential 6.2.3.3 Maintain Server Environment 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. 6.2.3.4 provide Security The interactive solution is designed to operate within the Customer's secure network environment Specificatly, the software relies on the Customer's security measures; no further security infrastructure or anti -virus software is implemented. 6.2.3.6 Contact Customer Support Anytime the Customer requests a significant change to their 5electron 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, 8) 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 & confidantiai Appendix A: Hardware Specifications A. overview This addendum to the Statement of Work details the interactive solution's hardware specifications. B. Hardware BA Selectron Technologies Provided Server The hardware delivered for this implementation is an HP Proiiant 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 systems 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 muitiple server, multiple application environment. Pricing provided in the purchase of replacement or upgraded hardware reflects a discount for returning the current hardware. !`allowing 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 forth a 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 8.1Selectron 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- gles' 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. 12112/12 2.20.8 15 11 7 NSelectron TECHNOLOGIES, INC. PremlerPro Support and Maintenance Agreement This PremlerPro Support and Maintenance Agreement (this "Agreement") Is entered effective as of the Service Bate (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 Agreemerl , for the Term of the Agreement (defined below). I. 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 AgreeMgnt 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 (301 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. Terminatlom 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 immedlately 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 Initlal Term or Renewal Term. 4. Fees: The Customer shall pay Company the service fee set forth In Exhibit to this Agreement, for the support and maintenance services described In Section S of this Agreement (the "PremierPro Support"). S. Support and Maintenance, The PremlerPro Support Includes: a. Telephone support for general use questions during normal business hours (6:00 a.m. to 5:00 p.m. PacificTlme, Monday through Friday? b. Use of Company's toll free number for PremlerPro Support inquiries c. fin -tine 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 bliling 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. 1. '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 P�hlhjt_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 fall - over server junless expressly purchased and listed In E hoc ibi 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 PremlerPro 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 PremlerPro Support or services provided under Section 6 of this Agreement. S. 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 coil and the services required to service the Product, at Company's then -current hourly rate. 4. Response Times: Non -emergency support calls will be responded to within one (2) business day, however most calls are handled within two (2) hours of receipt. For PremlerPro 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 $5d1D= 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 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 IV 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- (22-) 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 Custornees network environment; or (11) any third -party technologles' 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, ContrailT, 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 fall -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. 25. 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 Fiorlda 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. Severabiiity: 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 5ectians 12 and Ig will remain in effect notwithstanding the unenforceability of any provision in Sect] 1. 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 maize 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 nut 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 iarty. 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, 14-2.5 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 an 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 authorised representative. 5electronTechnologies, Inc. By- 7d A. Johnston Signed: Me: PC e !! k pate: 2 i Z`1 t 1-2— Address: 7405 SW Tech Center Drive. Suite;M _ _ Partiand OR 97223 Customer: n v a � . i� Gtt t,..�► ' $y: y Art ;J Signed: Title: Nib n date: f ea�ba f Address: ,Sr -AL) AT Trr AMY HE iLiN, CLERK B phi' 'CLERK = T o P ARP' r GRit�A,�rwt— TT-,"-I� 'T` p �`. :Z caa r— .r Q n m MIN .. p ig3 � EXHISI'T A Pricing Future Service Fees {for Renewal Terms following the Initial Term of this Agreement): Notes, Item Dates covered Amount Payment Due Date VolcePermlts February 1, 2013 to Included Included January 31, 2014 VolcePermits 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 Vaicepermits February 1, 2016 to $8,085.00 January 15, 2016 January 31 2017 VolcePermits February 1, 2017 to $8,490.00 January 15, 2017 Janum 31, 2018 VoicePermits February 1, 2018 to $8,910.00 January 15, 2018 January 31, 2029 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 Ucenses for whkh Company will Provide PremierPro Support VolcePermitsm 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 • vokePermits Reporting Module • Remote Access Software • Four 14) Licensed Ports VolcePermits Hardware & Software oncwesset-up acanJtvmtranJ ProLiant OL 380 67 2u — Enhanced Server— Minimum Specifications • Intel %eon quad -Core 2 GHz Processor • Microsoft Windows 20D8 Server + 4GS RAM • Three (3)146GB SAS Hard Drives (RAID 5) • Redundant Hot Plug Supply Power • Redundant Cooling Fans integrated Grgabit Network Adapter • M ROM, 569 Modem VolcePermits Additional Functionality Correction Codes Inspection Prerequisite Logic Customer Support Contacts Company Name: Address: City: State: Zip: Contact: Email Telephone* Contact: Email Telephone: Contact: Email Telephone: Group Email for all three contacts: Selectron . 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. i. 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 attire fall -aver 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 uniting 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 ail 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; (il) Customer ceases all use of the Software and retains no copies of the software after the transfer; and (111) 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, Recompilation, and Disassembly. Customer may not, and may not permit any employee or third party to, reverse engineer, decampile, 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 taw, 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; (11) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing an or in the Software; (ill) perform, or release the results of, benchmark tests or other comparisons of the Software with other software, media, or materials; (lv) 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 Imitation. The Customer may install one extra copy of the Software on one (1) passive server for temporary fall -over support only and not for regular use under the License. That server must have the some number of, or fewer, processors as the active server on which the Software Is installed. 3.5 Notice to lasers. 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 US. 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 tither 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 pas available,' and does not warrant that the software will be uninterrupted or error free, and hereby disdaims any and all llabiiity 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 %hail 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- 112-j 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 Customees security measures and Implements no further security Infrastructure. Company makes no representations or warranties to Customer regarding (1) the security or privacy of Customer's network environment; or (11) 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 instailing 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 a -mall. 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, white 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 iiability, 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. U.S. Government End Users. 10.1 The Software is a "commercial Itern", as that term Is defined at 48 C.F.A. 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.A. 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 (1) only as a commercial end item and (11) 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 Seiectron Technologies, Inc., 7405 SW Tech Center Drive, Suite 140, Portland, Oregon 97223, USA. This section 101, 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 stale 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. 11. Support and Maintenance. Customer may purchase support for and maintenance of the Software from Company by entering Into a separate PremlerPro Support and Maintenance Agreement with Company. 12. Term and Termination. 12.1 This StA 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 tees to Customer. 12.3 Company may terminate this SLA, all ether 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 SEA, including Customer's failure to pay the License Fee when due, and falls 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 SEA. 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 Severabiitty. 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 unenforcea bility 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.stleoy.corrr. 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 pally 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 party. 13.8 Confidenttallty. 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 15 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 OFTHIS AGREEMENT. 13.9 Injunctive Mief. 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 Iwtthout 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 agreernents, 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 Whereas, the parties have caused this Agreement to be executed by their duly authorized representative. 5electron Technologies, Inc. By; Todd 3ahnskan signed: Title: President 1 [late: ... 1z Address: 7405 SW Tech Center DriveSuite 140 Portland dR 97223 Customer: By: 5, 'ea Signed: ge- o'"`! �. ,kjC Title: l c r €late: i /! 6 ° f 3 Address: r IN TORM: {SEAT.} q !AYH ilitiAi, Ck ER ; . •t t� B nl �rf. fi{iiMSE• APPROVED BY RISK MANAGEMENT BY DATE _ WAIVER N/A_ YES. CERTIFI. ,ATE OF LIABILITY INSU. SINCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CgRTIFICATIE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEINO OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTM)TE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holier is an ADDITIONAL INSURO, the policy(iss) must be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on th Is certificate does not confer rights to the certificate holder In Neu of such endorsement(sj. PRODUCER =TAor W.B. Adams Co. W.H. Adam@ Company WILE 903) e44-0946 r 603 644-§"7 C3en@rallnsuanee '"I , infodWbaderns.com 14131 SW (Milliken Way INSURED 5alectfon Technologies, Inc. '1406 SW Tech Center Drive Suite 140 f`nuNpAtiFR f`F0TICIr`ATF IJI WACO- nW%A01^1r JUIMnno. THIS 19 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWI-ISTANDINOANYREQUIREMENT,TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHIS 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 BY PAID CLAIMS, IN@R TYPE OF INSURANCE ADOL OROLICYWNPFR PEN Amm LWm! A OENEBAL LIAMLITY X MAL GENE ABILITY M CW ,-NAOE Xj OCCUR 1281497A 1131M2 1131M3 EACH OCC R ll I 1 OO OCa 81,000 OOO 10 000 PERSONAL&ADVINJURY $1,000,000 12,000,000 fXL AGGRE LIWAP PER P ICY LOC 2.000.000 a A AUTOMOBILE N LIAeILrrf ANY AUTO ALL OS "H'OULEO AUroa AUTOS HIRED AUTOS NOR -OWNED AUTOS BAOMP962 1131M2 1131113 COMBINED SINGLE LUT 000 O0O BODILY LWURY (Parprav) I BODILY INJURY4Mwowdrlq II PROPERTYDAMAGE f i A X UUMMI LA L1Aa EXCEW UAa X I OCCUR CLNM8M&DF 12314g81 1131M2 1131113 FACH OCCURRENCE 000 000 AGGREGATE 35,100,000 X I RCTEPMON 810,000 B WooXeRBCOMPENSAT117N AND EMPLOVEIIS' UABfLITY Ytm OFFICEAMEMNEA EXCCL�E�77 Ilrandarary In Nkl II dnolto under NIA 52WECPZ0473 1131M2 1131113 X WC BTATU- OTH- e.LACCIDENT f 000 Q00 1 000 OQO ILL QJSEAW - M ICY LFMFT 16 1,000,000 A Technology Sarvlces E ti O Retroactive Date 01/3112002 ZPL14P29592 1131112 1131113 Agg. $1,000.000 Each Claim $1.000,000 OEaCAIPTION UP OPERATIONS I LOCATIONS I VEMCLU (Allaah ACORD 101. AddMmad Remarka, Sch.duh, Irmare spa" I. required) RE: Design, Dsvelopment, Installation of VolcePermits 1VR solution for Inspection scheduling. DIY Contract Start Date: 1MOM13. Monroe County, Florida Board of County Commisaioners In Included -DA additional Insured where required by written contract with respect to general ilablilty and auto Ilablllty. Monroe County, Florida Board of SHOULD ANY OF THR ABOVE DESCRIBED POLICIES as CANCELLED BEFORE THE EXPIRATION DATE THEREOP, NOTICE WILL BH DELIVERED IN County Corn llssIonere ACCORDANCE MATH THE POLICY PROVISIONS. 2796 Overseas Hwy, Suite 400 Msrsthort. FL 33060 A D O 1960 10 FW N. All rights reserve+ ACORD 25 (2010105) The ACORD name and logo are registered marks CACORD