R15-054 1 RESOLUTION NO. R15 -054
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING THE AWARD OF RFP #040 - 2411- 15 /JMA
5 FOR "INTERACTIVE VOICE RESPONSE SYSTEM FOR THE
6 BUILDING DIVISION" TO SELECTRON TECHNOLOGIES, INC.,
7 OF PORTLAND, OREGON, FOR HOSTED SERVICES FOR AN
8 INTERACTIVE VOICE RESPONSE SYSTEM WITH WEB
9 INTERFACE FOR AN AMOUNT NOT -TO- EXCEED $139,569.00
10 OVER THE NEXT FIVE YEARS; AUTHORIZING THE CITY
11 MANAGER TO SIGN A HOSTED MANAGED SERVICE
12 AGREEMENT AND RELATED DOCUMENTS; AND PROVIDING
13 AN EFFECTIVE DATE
14
15 WHEREAS, on April 14, 2015, Procurement Services received and opened three
16 (3) proposals in response to the Request for Proposal for Interactive Voice Response
17 (IVR) System, RFP, #040 - 2411- 15 /JMA; and
18 WHEREAS, an Evaluation Committee with representatives from the IT and
19 Building Departments carefully reviewed the three (3) proposals and it is the
20 recommendation that Selectron is the lowest, most responsive, responsible bidder
21 proposing a hosted solution for the City of Boynton Beach Building Division; and
22 WHEREAS, the City Commission, upon recommendation of staff, deems it to be
23 in the best interests of the citizens and residents of the City of Boynton Beach to award
24 this RFP ( #040 - 2411 15 /JWA) for Interactive Voice Response System for the Building
25 Division to Selectron Technologies, Inc., of Portland, Oregon in an amount not—to-exceed
26 $139569.00 over the next five (5) years and to authorize the City Manager to sign a
27 Hosted Managed Services Agreement and related documents between the City of Boynton
28 Beach and Selectron Technologies, Inc.
29 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
30 OF THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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31 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
32 being true and correct and are hereby made a specific part of this Resolution upon adoption
33 hereof.
34 Section 2. The City Commission of the City of Boynton Beach, Florida, upon
35 recommendation of staff, hereby approves the award of RFP ( #040 - 2411- 15 /JWA) for
36 Interactive Voice Response System for the Building Division to Selectron Technologies,
37 Inc., of Portland, Oregon in an amount not—to-exceed $139569.00 over the next five (5)
38 years and to authorize the City Manager to sign a Hosted Managed Services Agreement
39 and related documents between the City of Boynton Beach and Selectron Technologies,
40 Inc, a copy of which is attached hereto as Exhibit "A ".
41 Section 3. That this Resolution shall become effective immediately.
42• PASSED AND ADOPTED this '9 day of May, 2015.
43 CITY OF BOYNTON BEACH, FLORIDA
44 YES NO
45
46 Mayor — Jerry Taylor ✓
47
48 Vice Mayor — Joe Casello
49
50 Commissioner — David T. Merker ✓
51
52 Commissioner — Mack McCray
53
54 Commissioner — Michael M. Fitzpatrick
55
56 VOTE 5 0
57 ATTEST:
58
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VENDOR SERVICES AGREEMENT TO
HOST, MANAGE AND MAINTAIN AN INTERACTIVE VOICE RESPONSE SYSTEM
FOR THE BUILDING DEPARTMENT
THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to
as "the City ", and SELECTRON TECHNOLOGIES, INC. of Portland, OR, hereinafter referred
to as "Vendor ", in consideration of the mutual benefits, terms, and conditions hereinafter
specified.
1. PROJECT DESIGNATION: The VENDOR is retained by the City to provide
Hosting /Management and Maintenance of an Interactive Voice Response (IVR) System for
the Building Division.
2. SCOPE OF SERVICES: Vendor agrees to perform the services as outlined in RFP No.,
040- 2411 -15 /JMA and incorporated herein: "Section IV B. Building Division Specific
Requirements ", and including the provision of all labor, materials, equipment and supplies
as required by "Section V, Overall System Requirements ". No modifications will be made to
the original scope of work without the written approval of the Director of Development or
designee and Selectron Technologies, Inc.
3. TIME FOR PERFORMANCE: Work under this agreement shall commence upon written
notice by the City to the Vendor to proceed. Vendor shall perform all services and provide all
work product required pursuant to this agreement upon written notice to proceed.
4. TERM: This Agreement shall be for a period of five (5) years commencing on the date the
Contract is executed by the "City ". Renewal of the Agreement shall be upon approval of
both parties.
5. PAYMENT. The Vendor shall be paid by the City for completed work and for services
rendered under this agreement as follows:
a. Payment for the work provided by Vendor in accordance with the Master Services and
Hosting Agreement, Exhibit A, shall be made promptly on all invoices submitted to the City
properly and in accordance with "PRICE PROPOSAL ".
b. Payment for the work provided by Vendor shall be made promptly on all invoices
properly submitted to the City, provided that the total amount of payment to Vendor shall not
exceed the total contract price without express written modification of the Contract signed by
the City Manager or her designee.
c. The Vendor will submit invoices to the City in accordance with Exhibit A of the Vendor's
Master Services and Hosting Agreement. Such invoices will be reviewed by the City, and
upon approval thereof, payment will be made to the Vendor in the amount approved.
d. Payment as provided in this section by the City shall be full compensation for work
performed, services rendered and for all materials, supplies, equipment and incidentals
necessary to complete the work.
e. The Vendor's records and accounts pertaining to this agreement are to be kept available
for inspection by representatives of the City and State for a period of three (3) years after
the termination of the Agreement. Copies shall be made available upon request.
CITY OF BOYNTON BEACH
RFP No.: 040 - 2411 -15 /JMA 1
6. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, State of Florida, and local laws,
ordinances and regulations that are applicable to the services to be rendered under this
agreement.
7. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its offices,
agents and employees, from and against any and all claims, losses or liability, or any portion
thereof, including attorneys' fees and costs, arising from injury or death to persons, including
injuries, sickness, disease or death to Vendor's own employees, or damage to property
occasioned by a negligent act, omission or failure of the Vendor.
8. INSURANCE. The Vendor shall secure and maintain in force throughout the duration of this
contract comprehensive general liability insurance with a minimum coverage of $1,000,000
per occurrence and $1,000,000 aggregate for personal injury; and $1,000,000 per
occurrence /aggregate for property damage, and Vendor liability insurance in the amount of
$1,000,000 per occurrence to 2 million aggregate with defense costs in addition to limits;
worker's compensation insurance, and vehicular liability insurance.
Said general liability policy shall name the City of Boynton Beach as an "additional named
insured" and shall include a provision prohibiting cancellation of said policy except upon
thirty (30) days prior written notice to the City. Certificates of coverage as required by this
section shall be delivered to the City within fifteen (15) days of execution of this agreement.
9. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not
employed or retained any company or person, other than a bona fide employee working
solely for the Vendor, to solicit or secure this contract, and that he has not paid or agreed to
pay any company or person, other than a bona fide employee working solely for the Vendor,
any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent
upon or resulting from the award or making of this contract.
r
For shall have the right to annul this contract
r breach or violation of this warranty, City s a
o be y, y g
without liability or, in from the contract price or consideration, discretion to deduct o p , or
otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
10. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it
under this agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, sex or the presence of any physical or sensory handicap in the
selection and retention of employees or procurement of materials or supplies.
11. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
12. NON - WAIVER. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
13. DISPUTES. Any disputes that arise between the parties with respect to the performance of
this Agreement, which cannot be resolved through negotiations, shall be submitted to a
court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be
construed under Florida Law.
CITY OF BOYNTON BEACH
RFP No.: 040 - 2411- 15 /JMA 2
14. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address:
Lori LaVerriere, City Manager
City of Boynton Beach
P.O. Box 310
Boynton Beach, FL 33425 -0310
Notices to Vendor shall be sent to the following address:
Selectron Technologies, Inc.
12323 SW 66 Avenue
Portland, OR 97223
ATTN: Mr. Todd Johnston
15. INTEGRATED CONTRACT: This Contract, together with attachments or addenda, including
Vendor's Master Services and Hosting Agreement and its related Exhibits, represent the
entire and integrated Contract between the City and the Vendor and supersedes all prior
negotiations, representations, or agreements written or oral. This Contract may be
amended only by written instrument signed by both City and Vendor.
16. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are
exempt from public records disclosure until thirty (30) days after the opening of the Bid
unless the City announces intent to award sooner, in accordance with Florida Statutes
119.07.
The City of Boynton Beach is a public agency subject to Chapter 119, Florida Statutes. The
contractor shall comply with Florida's Public Records Law. Effective July 1, 2013, Section
119.071, Fla. Stat., the contractor shall:
1. Keep and maintain public records that ordinarily and necessarily would be required by
the City in order to perform the service;
2. Provide the public with access to such public records on the same terms and conditions
that the City would provide the records and at a cost that does not exceed that provided in
chapter 119, Fla. Stat., or as otherwise provided by law;
3. Ensure that public records that are exempt or that are confidential and exempt from
public record requirements are not disclosed except as authorized by law; and
4. Meet all requirements for retaining public records and transfer to the City, at no cost, all
public records in possession of the contractor upon termination of the contract and destroy
any duplicate public records that are exempt or confidential and exempt. All records stored
electronically must be provided to the City in a format that is compatible with the information
technology of the agency.
Failure of the contractor to comply with the provisions set forth in this General Condition
shall constitute a Default and Breach of the Agreement with the City.
CITY OF BOYNTON BEACH
RFP No.: 040 - 2411- 15 /JMA 3
Selectron
, ECHNOLOGIES, INC.
Master Services and Hosting Agreement
This Master Services and Hosting Agreement (this "Agreement ") by and between Selectron Technologies, Inc, an Oregon
corporation having a principal place of business at 12323 SW 66t Avenue, Portland, OR 97223, and its successors and assigns
( "Licensor "), and City of Boynton Beach, FL ( "Customer ").
Recitals
Whereas, as between Licensor and Customer, Licensor is the owner of all rights, titles, and interest in and to certain
software and materials, identified more particularly in this Agreement as the "Licensed Software;" and
Whereas, Licensor wishes to grant to Customer, and Customer desires to obtain from Licensor, certain rights to access and
use, and to permit authorized Customer employees to access and use the Licensed Software through Licensor's application
hosting service, as more particularly described below and in accordance with the terms and conditions of this Agreement.
Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following
terms and conditions, which set forth the rights, duties and obligations of the parties:
Agreement
1. Definitions 1.6 "Server Program" shall mean the object
code form of those portions of the Licensed Software that are
For purposes of this Agreement, the following terms shall have both designed to be installed and used on a server, and are
the following meanings. Any capitalized terms used in this expressly designated as "Server Program(s)" in Exhibit A.
Agreement that are not defined in this Section 1 shall have the
meaning given to them elsewhere in this Agreement. 1.7 "Service" shall mean the service by which
software products and services (including, without limitation,
1.1 "Derivative Work" shall mean a new or the Server Programs) hosted on servers controlled by Licensor
modified work that is based on or derived from a preexisting and, as applicable, its designees, are made available through the
work, including, without limitation, a work that, in the absence Internet for remote use by third parties.
of a license, would infringe the copyright in such preexisting
work or that uses trade secrets or other proprietary information
with respect to such preexisting work. 1.8 "Term" shall have the meaning set forth in
Section 12.1.
1.2 "Documentation" shall mean the standard
documentation for the Licensed Software, as generally provided 1.9 "Trademarks" shall mean (a) the
by Licensor to its other customers. trademarks, trade names, and service marks used by a party,
whether registered or unregistered; (b) the respective stylistic
1.3 "Employee" shall mean a then - current marks and distinctive logotypes for such trademarks, trade
names, and service marks; and (c) such other marks and
employee of Customer. logotypes as either party may designate from time to time in
writing.
1.4 "Intellectual Property Rights" shall mean
worldwide statutory and common law rights associated with 1.10 "Updates" shall mean any modifications,
(a) patents and patent applications; (b) works of authorship, error corrections, bug fixes, new releases, or other updates of or
including copyrights, copyright applications, copyright to the Server Programs and Documentation that may be
registrations, and "moral rights "; (c) the protection of trade and provided or otherwise made available hereunder by Licensor to
industrial secrets and confidential information; (d) Trademarks Customer during the Term.
(as defined herein); and (e) divisions, continuations, renewals,
and re- issuances of any of the foregoing, now existing or
acquired in the future. 2. Grant of License; Restrictions
1.5 "Licensed Software" shall mean, 2.1 Grant of License to Use Server Programs.
collectively, (a) those Server Programs that are set forth in Subject to the terms and conditions of this Agreement and the
Exhibit A; (b) the Documentation; and (c) any Updates. timely payment of all fees hereunder, Licensor hereby grants to
1
Customer a non - exclusive, nontransferable, nonsublicensable, 3. Deliverables and Services
limited license, during the Term, to access and use the Server
Programs as made available by Licensor through the Service, 3.1 Delivery of Documentation. Licensor shall
solely in accordance with the Documentation and solely for provide Customer with the Documentation according to the
Customer's own internal business use. Customer may only delivery terms and conditions set forth in Exhibit A. All
access and use the Server Programs with valid customer deliveries under this Agreement, including, without limitation,
identification(s) and password(s) granted to Customer by any Documentation, shall be F.O.B. Licensor's facilities.
Licensor pursuant to Section 3.2. Except as set forth in this
Section 2.1, no other right or license of any kind is granted by 3.2 Customer Identification and Passwords.
Licensor to Customer hereunder with respect to the Server Licensor shall provide Customer with identification and
Programs. passwords, which Customer must use to access and use the
Licensed Software and /or the Service. Customer shall receive
2.2 Restrictions. Customer hereby one "Administrator Identification" and one "Administrator
acknowledges and agrees that it shall not use the Service for any Password" that may be used by Customer's system
purpose other than the purpose for which Licensor has administrator or other qualified Employee, in accordance with
developed the Service, and that it shall use the Licensed the Documentation, to access certain Customer account
Software and the Service in accordance with all applicable laws, information and to obtain and issue individual "User
rules, and regulations. Customer shall not, and shall not permit Identification" and "User Passwords" for each individual
any Employee or third party to: (a) copy all or any portion of the Employee who shall be accessing the Licensed Software and /or
Licensed Software or the Service; (b) decompile, disassemble or the Service. Licensor and /or its suppliers or licensors shall
otherwise reverse engineer the Licensed Software or the control the issuance of each Administrator Identification,
Service, or any portion thereof, or determine or attempt to Administrator Password, User Identification, and User
determine any source code, algorithms, methods, or techniques Password. Customer (a) hereby acknowledges that it bears sole
used or embodied in the Licensed Software or Service or any responsibility for protecting all Administrator Identifications,
portion thereof, except and only to the extent that applicable Administrator Passwords, User Identifications , and User
law, notwithstanding this limitation, expressly permits such Passwords granted in connection with this Agreement; (b) shall
activity; (c) modify, translate, or create any Derivative Works not provide any such information to any third party; and (c) shall
based upon the Licensed Software or the Service; (d) distribute, remain fully responsible and liable for (and Licensor shall not be
disclose, market, rent, lease, sell, timeshare, assign, sublicense, responsible or liable for) any unauthorized use of any
pledge, or otherwise transfer the Licensed Software or the Administrator Identifications, Administrator Passwords, User
Service, in whole or in part, to any third party, or use the Identifications, or User Passwords.
Licensed Software for the commercial or other benefit of a third
party; (e) remove or alter any copyright, Trademark, or other 3.3 Hosting. During the Term, Licensor and /or
proprietary notices, legends, symbols, or labels appearing on or its designees shall host and maintain the Server Programs and
in the Licensed Software or the Service; (f) perform, or release the Service, and provide access thereto, subject to the terms
the results of, benchmark tests or other comparisons of the and conditions of this Agreement.
Licensed Software or the Service with other software or
materials; (g) permit the Licensed Software to be used for or in 3.4 Updates, Maintenance, and Technical
connection with any facility management, service bureau, or Support. During the Term, Licensor shall provide Customer with
time - sharing purposes, services, or arrangements, or otherwise (or, with respect to Server Programs, make available to
used for processing data or other information on behalf of any Customer) Updates as they are made generally available by
third party; (h) incorporate the Licensed Software or any portion Licensor to its other customers, as well as maintenance and
thereof into any other materials, products, or services, or use technical support, in accordance with the terms and conditions
the Licensed Software for production purposes; or (i) use the set forth in Exhibit B. Any Update provided or made available by
Licensed Software for any purpose other than in accordance Licensor hereunder shall be deemed part of the Licensed
with the terms and conditions of this Agreement. In the event Software and shall be subject to the terms and conditions of this
of any violation of this Section 2.2, Licensor may terminate this Agreement.
Agreement in accordance with Section 11.2, and shall be
entitled to equitable relief in accordance with Section 12.5. 3.5 Further Customer Obligations. Customer
shall be solely responsible for accessing the Server Programs
2.3 Restrictions. Licensor hereby acknowledges and the Service, and for any and all costs and fees in connection
that the Customer Materials will contain sensitive, personally- with accessing and using the Licensed Software and /or the
identifiable information. Licensor will not disclose Customer Service, including, without limitation, Internet service provider
Materials to any third -party and will maintain and use the fees, telecommunications fees, and the costs of any and all
Customer Materials only for purposes of making the Customer equipment used by Customer in connection with accessing the
Materials available to Customer. Licensor will promptly delete Licensed Software and /or the Service. Customer acknowledges
any Customer Materials that Customer requests in writing to be that Licensor shall have no obligation to assist Customer in using
deleted (except for data retention required by law).
2
or accessing the Licensed Software or the Service except as the receiving party prior to its first receipt from the disclosing
expressly set forth in this Agreement. Party. The receiving party shall be entitled to disclose the
disclosing party's Proprietary Information if required by law or a
4. Fees and Payment judicial order; provided that the receiving party first provides
prompt notice of the required disclosure to the disclosing party,
Customer shall pay to Licensor service fees ( "Service Fees ") in and complies with any protective or similar order obtained by
the amounts and according to the terms and conditions set the disclosing party limiting the required disclosure.
forth in Exhibit A.
7. Representations and Warranties; Warranty
S. Proprietary Rights Disclaimer.
As between Licensor and Customer, Licensor and /or its licensors 7.1 Mutual Representations. Each party
own and shall retain all right, title and interest, including, represents and warrants to the other party that the execution,
without limitation, all Intellectual Property Rights, in and to the delivery and performance of this Agreement (a) is within its
Licensed Software and the Service and any portions thereof, corporate powers, (b) has been duly authorized by all necessary
including, without limitation, any copy or Derivative Work of the corporate action on such party's part, and (c) does not and shall
Licensed Software or Service (or any portion thereof) and any not contravene or constitute a default under, and is not and
Updates and upgrades thereto. Customer agrees to take any shall not be inconsistent with, any judgment decree or order, or
action reasonably requested by Licensor to evidence, maintain, any contract, agreement, or other undertaking, applicable to
enforce, or defend the foregoing. Customer shall not take any such party.
action to jeopardize, encumber, limit, or interfere in any manner
with Licensor's or its licensors' ownership of and rights with 7.2 Limited Warranty. Subject to the limitations
respect to the Licensed Software or Service, or any Derivative set forth in this Agreement, Licensor represents and warrants to
Work or Update or upgrade thereto. The Licensed Software is Customer that the Server Program, when used in accordance
licensed, not sold, and Customer shall have only those rights in with the Documentation, shall throughout the Term
and to the Licensed Software and Service and any Derivative substantially conform to the functional specifications in such
Work or Update or upgrade thereto as are expressly granted to Documentation as delivered to Customer. If Customer finds
it under this Agreement. what it reasonably believes to be a failure of the Server Program
to substantially conform to the functional specifications in the
6. Proprietary Information Documentation, and provides Licensor with a written report
that describes such failure in sufficient detail to enable Licensor
During the Term of this Agreement and after the termination of to reproduce such failure, Licensor shall use commercially
this Agreement, the parties will take all steps reasonably reasonable efforts to correct or provide a workaround for such
necessary to hold the other party's Proprietary Information in failure at no additional charge to Customer. Outside the United
confidence, will not use the other party's Proprietary States, this limited warranty is only available with proof of
Information in any manner or for any purpose not expressly set
forth in this Agreement, and will not disclose any such purchase from an authorized non -U.S. source. EXCEPT FOR THE
EXPRESS WARRANTY ABOVE, LICENSOR PROVIDES THE
Proprietary Information to any third party without the disclosing LICENSED SOFTWARE AND SERVER PROGRAM TO CUSTOMER
party's express prior written consent. "Proprietary Information" "AS IS" AND "AS AVAILABLE." LICENSOR MAKES NO WARRANTY
includes, but is not limited to (a) the Licensed Software and the THAT ALL ERRORS, FAILURES, OR DEFECTS SHALL BE
Service (including any and all Derivative Works and Updates and CORRECTED, OR THAT ACCESS TO OR USE OF THE SERVICE OR
upgrades thereto); (b) all Administrator Identifications, SERVER PROGRAM SHALL BE UNINTERRUPTED, ERROR - FREE, OR
Administrator Passwords, User Identifications, and User SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE
Passwords, Reports; (c) trade secrets, inventions, ideas, PROVIDED BY LICENSOR, ITS AGENTS, OR ITS EMPLOYEES, SHALL
processes, formulas, source and object codes, data, other works CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE
of authorship, know -how, improvements, discoveries, OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS
developments, designs, and techniques; (d) information AGREEMENT. This Section 7.2 states the entire liability of
regarding plans for research, development, new products, Licensor and the sole and exclusive remedy of Customer with
marketing and selling, budges and unpublished financial respect to any express or implied warranties hereunder or
statements, licenses, prices and costs, suppliers and customers; otherwise in connection with this Agreement, regardless of
and (e) information regarding the skills and compensation of whether Licensor knows or has reason to know of Customer's
employees. Nothing will be considered to be Proprietary particular needs.
Information if (1) it is readily available to the public other than
by a breach of this Agreement; (2) it has been rightfully received 7.3 Exclusive Warranty. THE EXPRESS
by the receiving party from a third party without confidential WARRANTY SET FORTH IN SECTION 7.2 CONSTITUTES THE ONLY
limitations; (3) it has been independently developed by the WARRANTY MADE BY LICENSOR WITH RESPECT TO THE
receiving party without reference to or use of the disclosing LICENSED SOFTWARE, THE SERVER PROGRAM, THE SERVICE,
party's Proprietary Information; or (4) it was rightfully known to AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.
3
LICENSOR MAKES NO OTHER, AND HEREBY DISCLAIMS ALL not operate or control the Internet and that Licensor shall have
OTHER, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF no responsibility or liability in connection with a breach of
ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY security or privacy regarding the Licensed Software, Server
OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE Program, or the Service or information contained therein that is
LICENSED SOFTWARE, THE SERVER PROGRAM, THE SERVICE, OR caused by (i) viruses, worms, Trojan horses, or other undesirable
ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. LICENSOR data or software; (ii) unauthorized users, e.g., hackers; or (iii)
EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF any other third party or activity beyond Licensor's reasonable
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, control.
TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT
MAY ARISE FROM COURSE OF DEALING, COURSE OF 8.2 Outbound Services Disclaimer. Outbound
PERFORMANCE, OR USAGE OF TRADE. LICENSOR DOES NOT services are intended to create additional methods of
WARRANT THAT ANY USE OF OR ACCESS TO THE LICENSED communication to Customer's employees who use the Licensed
SOFTWARE, THE SERVER PROGRAM, OR THE SERVICE SHALL BE Software and Server Program in support of existing processes.
ERROR -FREE OR SECURE, OR THAT OPERATION OF THE These services are not intended to replace all interaction with
LICENSED SOFTWARE, THE SERVER PROGRAM, OR THE SERVICE Customer's end users or employees. While the outbound
SHALL BE UNINTERRUPTED, AND HEREBY DISCLAIMS ANY AND services have been created with the best available tools and
ALL LIABILITY IN CONNECTION THEREWITH. CUSTOMER practices, they are dependent on infrastructure that is
ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES inherently not fail - proof, including but not limited to
OTHER THAN THE EXPRESS WARRANTY IN SECTION 7.2 OF THIS infrastructure such as software, computer hardware, network
AGREEMENT. Sections 7.2 and 7.3 shall be enforceable to the services, telephone services, and e-mail. Examples of situations
fullest extent allowed by applicable law. that could cause failure include but are not limited to: down
phone lines, all lines busy, equipment failure, email address
7.4 Defects Not Covered by Warranties. changes, Internet service disruptions. For this reason, while
Licensor shall have no obligations under Section 7.2 to the outbound services are valuable in providing enhanced
extent any nonconformance or failure of, or error in, the communication, they are specifically not designed to be used as
Licensed Software, Server Program, or Service is caused by: the sole method to deliver critical messages. Customer
(a) use of any attachment, feature, hardware, software, or acknowledges that it is aware of the potential hazards
device in connection with the Licensed Software, Server associated with relying on an automated outbound service
Program, or the Service, or combination of the Licensed feature, when using the Licensed Software and Server Program,
Software, Server Program, or Service with any other materials or and Customer acknowledges and agrees that it is giving up in
service, unless the combination is performed by Licensor; advance any right to sue or make any claim against Licensor,
(b) transportation, neglect, misuse, or misapplication of the and that Customer forever releases Licensor from any and all
Licensed Software, Server Program, or the Service, or any use of liability caused by: (a) any failed call attempts (including excess
the Licensed Software, Server Program, or the Service that is not of calls over and above network or system capacity), incomplete
in accordance with this Agreement and /or the Documentation; calls, or any busy -outs; (ii) any failure to transmit, obtain or
(c) alteration, modification, or enhancement of the Licensed collect data from callers or for human and machine errors,
Software, Server Program, or the Service, except as may be faulty or erroneous input, inarticulate caller communication,
performed by Licensor; or (d) failure to provide a suitable use caller delays or call lengths exceeding estimated call lengths or
environment for all or any part of the Licensed Software, Server omissions, delays and losses in connection with the Services
Program, or the Service. provided hereunder; or (iii) if Customer, or Customer's
employees, suffer injury or damage due to the failure of
8. Security Disclaimer outbound services to operate, even though Customer does not
know what or how extensive those injuries or damages might
8.1 Internet Security. Licensor's Licensed be, unless such Losses were directly attributed to Company's
Software is made available through the Internet and may be gross negligence or willful misconduct.
used to access and transfer information over the Internet. g Indemnification
Customer is solely responsible for the security and integrity of
information it transfers from the Licensed Software, if any. 9.1 Indemnity Obligations of Licensor. Licensor
Licensor makes no representations or warranties to Customer shall defend any action brought against Customer to the extent
regarding (i) the security or privacy of Customer's network it is based on a third party claim that use by Customer of the
environment, or (ii) any third party technologies' or services' Licensed Software as furnished hereunder, which use is in
ability to meet Customer's security and privacy needs. These accordance with the terms and conditions of this Agreement,
third party technologies and services may include, but are not directly infringes any valid United States patent, copyright, or
limited to, operating systems, database management systems, trade secret. Licensor shall pay any liabilities, costs, damages,
web servers, and payment processing services. Customer is and expenses (including reasonable attorney's fees) finally
solely responsible for ensuring a secure environment for awarded against Customer in such action that are attributable
information it transfers from the Licensed Software, if any. to such claim, provided: (a) Customer notifies Licensor in writing
Further, Customer acknowledges and agrees that Licensor does of any such claim within three (3) days of learning of such claim;
I
4
(b) Licensor has sole control of the defense and all related LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY
settlement negotiations; and (c) Customer cooperates with LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR
Licensor, at Licensor's expense, in defending or settling such INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
claim (provided that Licensor shall not enter into any settlement INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
or other compromise that materially adversely affects Customer DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING
without Customer's written approval, not to be unreasonably FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT
withheld, delayed, or conditioned). In addition to the foregoing, MATTER HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
Customer agrees to promptly notify Licensor of any known or POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED.
suspected infringement or misappropriation of Licensor's
proprietary rights of which Customer becomes aware. Should 10.2 Maximum Liability. Notwithstanding
the Licensed Software, Server Program, or the Service become, anything in this Agreement to the contrary or the failure of
or be likely to become in Licensor's opinion, the subject of any essential purpose of any limited remedy or limitation of liability,
claim of infringement, Licensor may, at its option: (I) procure for Licensor's entire liability arising from or relating to this
Customer the right to continue using the potentially infringing Agreement or the subject matter hereof, under any legal theory
materials; (ii) replace or modify the potentially infringing (whether in contract, tort or otherwise), shall not exceed the
materials to make them non - infringing; or (iii) terminate this amounts actually received by Licensor from Customer
Agreement and provide Customer with a refund equal to the hereunder in the twelve (12) months immediately preceding the
set -up fees paid by Customer, less an amount equal to the action that gave rise to the claim. Customer acknowledges that
depreciated portion of such fees calculated on a five (5) year the License Fees and Service Fees reflect the allocation of risk
straight -line basis. set forth in this Agreement and that Licensor would not enter
into this Agreement without the limitations on liability set forth
9.2 Exclusions. Licensor shall have no liability in this Agreement.
for any claim based upon: (a) the use, operation, or combination
of the Licensed Software, Server Program, or the Service with 11. Term and Termination
non - Licensor programs, data, equipment, or documentation if
liability would have been avoided but for such use, operation, or 11.1 Term. The term of this Agreement (the
combination; (b) use of other than the then - current, unaltered "Term ") shall commence on the Effective Date and continue for
version of the Licensed Software, Server Program, or Service; an initial period of five (5) years therefrom, and shall renew by
(c) Customer's or its agents' or Employees' activities after mutual agreement of both parties. If Customer cancels prior to
Licensor has notified Customer that Licensor believes such the end of the initial period of five (5) years, all fees for the term
activities may result in infringement; (d) any modifications to or of this agreement that are unpaid will become immediately due.
markings of the Licensed Software, Server Program, or the
Service that are not specifically authorized in writing by 11.2 Termination for Default. If either party
Licensor; (e) any third party software; (f) any Customer materially defaults in any of its obligations under this
Materials; or (g) Customer's breach or alleged breach of this Agreement, the non - defaulting party, at its option, shall have
Agreement. Customer shall pay any liabilities, costs, damages, the right to terminate this Agreement by written notice to the
and expenses (including reasonable attorney's fees) awarded other party unless, within sixty (60) calendar days after written
against Licensor in such action that are attributable to such notice of such default, the defaulting party remedies the
claim provided: (i) Licensor notifies Customer in writing of any default, or, in the case of a default which cannot with due
such claim within three (3) days of learning of such claim; diligence be cured within a period of sixty (60) calendar days,
(ii) Customer has sole control of the defense and all related the defaulting party institutes within the sixty (60 -) day- period
settlement negotiations (provided that Customer shall not enter substantial steps necessary to remedy the default and
into any settlement or other compromise that materially thereafter diligently prosecutes the same to completion.
adversely affects Licensor without Licensor's written approval, Notwithstanding anything herein to the contrary, in the event
which shall not be unreasonably withheld, delayed, or Customer breaches Sections 2.2, 5 and /or 6 of this Agreement,
conditioned); and (iii) Licensor cooperates with Customer, at Licensor may immediately terminate this Agreement. Customer
Customer's expense, in defending or settling such claim. shall notify Licensor within twenty -four (24) hours of Customer's
becoming aware of any breach (other than by Licensor) of the
9.3 This Section 9 states the entire liability of terms and conditions of this Agreement, including, without
Licensor and the exclusive remedy of Customer with respect to limitation, any breach of Sections 2.2, 5 or 6.
infringement of any third -party intellectual property or other
rights, whether under theory of warranty, indemnity, or 11.3 Termination for Bankruptcy. Either party
otherwise. may terminate this Agreement if the other party (a) becomes
insolvent; (b) fails to pay its debts or perform its obligations in
10. Limitation of Liability the ordinary course of business as they mature; (c) is declared
insolvent or admits its insolvency or inability to pay its debts or
10.1 Limited Remedy. TO THE MAXIMUM perform its obligations as they mature; or (d) becomes the
EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL subject of any voluntary or involuntary proceeding in
5
bankruptcy, liquidation, dissolution, receivership, attachment, dispute regarding this Agreement must be brought in a court of
or composition, or makes a general assignment for the benefit competent jurisdiction in Palm Beach County, FL, U.S.A.
of creditors, provided that, in the case of an involuntary
proceeding, the proceeding is not dismissed with prejudice 12.3 Construction. This Agreement has been
within sixty (60) days after the institution thereof. negotiated by the parties and their respective counsel. This
Agreement shall be interpreted fairly in accordance with its
11.4 Effect of Termination. Upon the expiration terms and without any construction in favor of or against either
or termination of this Agreement, all rights and licenses granted party.
to Customer hereunder shall immediately and automatically
terminate. Within ten (10) days after any termination or 12.4 Attorneys' Fees. If any legal action is
expiration of this Agreement, Customer shall, at its sole brought relating to this Agreement or the breach hereof, the
expense, return to Licensor (or destroy, at Licensor's sole prevailing party in any final judgment shall be entitled to the full
election) all Licensed Software and Confidential Information amount of all reasonable expenses, including all court costs and
(and all copies, summaries, and extracts thereof) then in the actual attorney fees paid or incurred in good faith.
possession or under the control of Customer and its current or
former employees. Customer shall furnish to Licensor an 12.5 Injunctive Relief. In the event that
affidavit signed by an officer of Customer certifying that, to the Customer breaches any provision of Sections 2, 5, or 6 or any
best of its knowledge, such delivery or destruction has been other material provision of this Agreement, Customer
fully effected. Termination of this Agreement by either party acknowledges and agrees that there can be no adequate
shall not act as a waiver of any breach of this Agreement and remedy at law to compensate Licensor for such breach, that any
shall not act as a release of either party from any liability for such breach will allow Customer or third parties to compete
breach of such party's obligations under this Agreement. unfairly with Licensor resulting in irreparable harm to Licensor
Neither party shall be liable to the other for damages of any that would be difficult to measure; and, therefore, that upon
kind solely as a result of terminating this Agreement in any such breach or threat thereof, Licensor shall be entitled to
accordance with its terms. Either party's termination of this injunctive and other appropriate equitable relief (without the
Agreement shall be without prejudice to any other right or necessity of proving actual damages or of posting a bond or
remedy that it may have at law or in equity, and shall not relieve other security), in addition to whatever remedies Licensor may
either party of breaches occurring prior to the effective date of have at law, in equity, under this Agreement, or otherwise.
such termination. The provisions of Sections 1 ( "Definitions "),
2.2 ( "Restrictions "), 3.4 ( "Updates, Maintenance, and Technical 12.6 Waiver. The waiver by either party of a
Support"), 4 ( "Fees and Payment ") (with respect to amounts breach of or a default under any provision of this Agreement,
accrued but as -yet unpaid), 5 ( "Proprietary Rights "), 6 shall be in writing and shall not be construed as a waiver of any
( "Proprietary Information "), 7 ( "Representations and subsequent breach of or default under the same or any other
Warranties; Warranty Disclaimer "), 8 ( "Security Disclaimer "), 9 provision of this Agreement, nor shall any delay or omission on
("Indemnification"), 10 ( "Limitation of Liability "), 11 ( "Term and the part of either party to exercise or avail itself of any right or
Termination ") and 12 ( "General Provisions ") shall survive the remedy that it has or may have hereunder operate as a waiver
expiration or any termination of this Agreement. of any right or remedy.
12. General Provisions 12.7 Severability. If the application of any
provision of this Agreement to any particular facts or
12.1 Notices. Any notice, request, demand or circumstances shall be held to be invalid or unenforceable, then
other communication required or permitted hereunder shall be (a) the validity and enforceability of such provision as applied to
in writing, shall reference this Agreement, and shall be deemed any other particular facts or circumstances and the validity of
to be properly given (on the earliest of): (a) when delivered other provisions of this Agreement shall not in any way be
personally; (b) when sent by facsimile, with written affected or impaired thereby, and (b) such provision shall be
confirmation of receipt; or (c) upon receipt three (3) days after enforced to the maximum extent possible so as to effect the
having been sent by registered or certified mail, return receipt intent of the parties and reformed without further action by the
requested, postage prepaid. All notices shall be sent to the parties to the extent necessary to make such provision valid and
address set forth below (or to such other address as may be enforceable. Without limiting the generality of the foregoing,
designated by a party by giving written notice to the other party Customer agrees that Section 7.3 will remain in effect
pursuant to this Section 12.1): notwithstanding the unenforceability of an
g y any provision in
Sections 7.2 and /or 7.4.
12.2 Governing Law; Jurisdiction. This
Agreement shall be governed by and construed in accordance 12.8 independent Contractor Relationship.
with the laws of the State of Florida, U.S.A., without reference Licensor's relationship with Customer will be that of
to its conflicts of law provisions. The United Nations Convention independent contractor, and nothing contained in this
on Contracts for the International Sale of Goods does not apply Agreement shall be deemed or construed as creating a joint
to and shall not be used to interpret this Agreement. Any venture, partnership, or employer - employee relationship.
6
Customer is not an agent of Licensor and is not authorized to within Customer's state may purchase a license from Licensor to
make any representation, contract, or commitment on behalf of use the Licensed Software and Server Program and may
Licensor, or to bind Licensor in any way. Licensor is not an purchase the Service, under the same terms and conditions as
agent of Customer and is not authorized to make any set forth in this Agreement by entering into a master services
representation, contract, or commitment on behalf of and hosting agreement with the same terms and conditions as
Customer, or to bind Customer in any way. Licensor will not be set forth herein with Licensor.
entitled to any of the benefits that Customer may make
available to its employees, such as group insurance, profit 12.12 Export Controls. The Licensed Software,
sharing, or retirement benefits. Server Program, and the Service are subject to the export
control laws of the United States and other countries. Customer
12.9 Force Majeure. Except for the payment of may not export or re -export the Licensed Software, Server
monies due hereunder, neither party shall be responsible or Program, or. Service, unless Customer has first obtained
have any liability for any delay or failure to perform to the Licensor's prior written permission and the appropriate United
extent due to unforeseen circumstances or causes beyond its States and foreign government licenses, at Customer's sole
reasonable control, including, without limitation, acts of God, expense. Customer must otherwise comply with, and
earthquake, fire, flood, embargoes, labor disputes and strikes, contractually require that all of its employees comply with, all
riots, war, error in the coding of electronic files, Internet or applicable export control laws and regulations in the use of the
other network "brownouts" or failures, power failures, novelty Licensed Software, Server Program, and the Service. None of
of product manufacture or other unanticipated product the Licensed Software, and no part of the Service, may be
development problems, and acts of civil and military authorities; downloaded or otherwise exported or re- exported (a) into any
provided that such party gives the other party prompt written country for which the United States has a trade embargo, or
notice of the failure to perform and the reason therefor and (b) to anyone on the U.S. Treasury Department's list of Specially
uses its reasonable efforts to limit the resulting delay in its Designated Nationals or the U.S. Commerce Department's
performance and to mitigate the harm or damage caused by Denied Persons List. Customer represents and warrants that it
such delay. is not located in, under the control of, or a national or resident
of any such country or on any such list. Customer shall defend,
12.10 Public Announcements. Customer shall indemnify and hold Licensor and all successors, assigns,
cooperate with Licensor so that Licensor may issue a press affiliates, suppliers, and each of their officers, directors,
release concerning this Agreement; provided, however, Licensor employees, and agents harmless for, from, and against any and
may not release any such press release without the prior all claims, allegations, damages, liabilities, and costs and
approval of Customer (which shall not be unreasonably expenses (including without limitation attorneys' fees and costs)
withheld, delayed, or conditioned). However, without seeking arising out of Customer's violation of such export control laws.
prior approval in each instance, Licensor shall have the right to Licensor further agrees to comply with the United States
use Customer's name as a customer reference, and to use Foreign Corrupt Practices Act, as amended.
Customer's trade name on Licensor's customer lists.
12.13 Captions and Section Headings. The
12.11 U.S. Government Rights. (a) The Licensed captions and Section and paragraph headings used in this
Software, Server Program, and Service are "commercial items ", Agreement are inserted for convenience only and shall not
as that term is defined at 48 C.F.R. 2.101, consisting of affect the meaning or interpretation of this Agreement.
"commercial computer software" and "commercial computer
software documentation ", as such terms are used in 48 C.F.R. 12.14 Counterparts. This Agreement may be
12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 signed in one or more counterparts, each of which will be
C.F.R. 12.212 and 48 C.F.R 227.7202 -1 through 227.7202 -4, the deemed to be an original copy of this Agreement, and, when
Licensed Software, Server Program, and Service are licensed to taken together, shall be deemed to constitute one and the same
any U.S. Government End Users (I) only as a commercial end agreement. Each party agrees that the delivery of this
item and (ii) with only those rights as are granted to all other Agreement by facsimile transmission or by PDF attachment to
end users pursuant to the terms and conditions herein. an e-mail transmission will be deemed to be an original of the
Manufacturer is Selectron Technologies, Inc., 12323 SW 66 Agreement so transmitted and, at the request of either party,
Avenue, Portland, OR 97223, USA. This Section, consistent with the other party will confirm facsimile or e-mail transmitted
48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of, and signatures by providing the original document.
supersedes, any other Federal Acquisition Regulation, Defense
Federal Acquisition Regulation Supplement, or other clause or 12.15 Modification; Subsequent Terms. No
provision that addresses United States Government rights in amendment or modification of any provision of this Agreement
computer software, technical data, or computer software shall be effective unless in writing and signed by a duly
documentation. authorized signatory of Licensor and Customer. To the extent
that the terms and conditions of the Exhibits hereto or Exhibits
(b) The parties agree that, in the event that Customer is a to subsequent amendments or modifications of or to the
governmental entity, all other state and local governments Agreement ( "Subsequent Terms ") differ from those herein,
7
those Subsequent Terms shall control the interpretation and the entire agreement between the parties concerning the
any conflict resolution thereof. The terms on any purchase subject matter hereof, and supersedes (a) all prior or
order or similar document submitted by Customer to Licensor contemporaneous representations, discussions, proposals,
will not modify the terms and conditions of this Agreement or negotiations, conditions, agreements, and communications,
have any force or effect. whether oral or written, between the parties relating to the
subject matter of this Agreement, and (b) all past courses of
12.16 Entire Agreement; Amendment. This dealing and industry custom.
Agreement, including the Exhibit(s) attached hereto, constitutes
8
In Witness Whereof, the parties have caused this Agreement to be executed by duly authorized representatives of the
parties as of the Effective Date.
SELECTRON TECHNOLOGIE.5� INC. CUSTOMER
Signatur Signature
Name: Todd A. Johnston Name: Lo ri LaVerriere
Title: President Title:
Date: Date:
City Manager
6/10/15
Address: 12323 SW 66` Avenue Address: 100 E B Be B lvd
Portland, OR 97223 Boynton Beach, FL 33435
E
EXHIBIT A
License and Service Fees
Interest. Any amounts payable by Customer to Licensor hereunder which remain overdue for thirty (30) days or longer shall be
subject to interest equal to the lesser of one and one -half percent (1.5 %) per month and the maximum amount permitted by
law, calculated on a daily basis.
Taxes. All prices set forth in this Agreement are in U.S. Dollars and are exclusive of any applicable taxes. Customer shall pay,
indemnify, and hold Licensor harmless from all import and export duties, customs fees, levies, or imposts, and all sales, use,
value added, or other fees, governmental charges, or taxes of any nature (other than U.S. taxes on Licensor's income), including
penalties and interest, and all government permit or license fees assessed upon or with respect to any products sold, leased, or
licensed to Customer and any services rendered to Customer.
10
PRICE PROPOSAL
IVR SYSTEM FOR THE BUILDING
DEPARTMENT RFP No.: 040 - 2411- 15 /JMA
The undersigned declares that he /she has carefully examined the specifications and is thoroughly
familiar with its provisions and with the quality, type and grade of product/service requested.
Our Company is a X_SunGard H.T.E. Preferred Provider (submit documentation)
SunGard H.T.E. Non - Preferred Provider
HOSTED SOLUTION
HOSTED Option: N/A per month for N/A months
Warranty Period (describe): N/A
Selectron's hosted solution is made up of 2 pricing components. They are an Initial Set Up Fee
and the Annual Hosting Fee. The Hosting Fee includes a bundle of 40,000 calls annually. Each call
over that total will be billed at $.30 each. We have outlined the 5 year cost for the City.
Hosted Managed Services
YR1 YR2 YR3 YR4 YR5 Total
Start Up Fee $21,600 $0 $0 $0 $0 $21,600
Hosting Fee $26,400 $27,120 $27,876 $28,670 $29,503 $139,569
NON HOSTED SOLUTION
NON HOSTED Price Proposal: $ 98,000
Ninety -Eight Thousand Dollars and Zero Cents
AMOUNT WRITTEN IN WORDS HAS PRECEDENCE.
THIS PAGE TO BE SUBMITTED FOR PROPOSAL TO BE CONSIDERED 23
COMPLETE AND ACCEPTABLE.
ANNUAL MAINTENANCE COSTS
HOSTED NON HOSTED
Begins: At Service Start-Up At Contract Signing
Year 1 Included in Hosting Fee $Included (12 mths from Contract Date)
Year 2 Included in Hosting Fee 19,600
$ ,
Year 3 Included in Hosting Fee $ 20,580
Year 4 Included in Hosting Fee $ 21.609
Year 5 Included in Hosting Fee $ 22,689
The undersigned agrees the right of the City of Boynton Beach to hold all Proposals and
Proposal guarantees for a period not to exceed ninety (90) days after the RFP opening date.
The undersigned accepts the invoicing and payment policies specified in the Agreement.
Selectron Technologies, Inc
COMPANY NAME GNAT RE
503 - 597 -3303 Todd Johnston
TELEPHONE NO. PRINTED NAME
Todd. Johnston Selectrontechnologies.com President /CEO
E -MAIL ADDRESS TITLE
4/10/15
DATE
THIS PAGE TO BE SUBMITTED FOR PROPOSAL TO BE CONSIDERED 24
COMPLETE AND ACCEPTABLE.
EXHIBIT B
Maintenance and Technical Support
This Exhibit describes the software maintenance and support services that Licensor shall provide for Customer.
Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in the
Agreement.
A. "Error" means any failure of the Licensed Software or the Service, as applicable, to conform in
any material respect with the Documentation.
B. "Error Correction" means either a bug fix, patch, or other modification or addition that brings the
Licensed Software or the Service, as applicable, into material conformity with the Documentation.
C. "Priority A Error" means an Error that renders Licensed Software or the Service, as applicable,
inoperative or causes a complete failure of the Licensed Software or the Service, as applicable.
D. "Priority B Error" means an Error that substantially degrades the performance of Licensed
Software or the Service, as applicable, or materially restricts Customer's use of the Licensed Software or the
Service, as applicable.
E. "Priority C Error" means an Error that causes only a minor impact on Customer's use of Licensed
Software or the Service, as applicable.
II. Error Reporting and Resolution
A. Error Reporting. Licensor shall provide Customer with telephone customer support twenty -four
(24) hours per day, seven (7) days per week for the reporting of Priority A Errors, and telephone support during
Licensor's normal business hours for the reporting of Priority B and Priority C Errors, in each event excluding
Licensor holidays.
B. Licensed Software Error Resolution. Licensor shall use commercially reasonable efforts to:
(a) notify applicable Vendors of all Licensed Software Errors properly reported by Customer in accordance with
Section II(A) of this Exhibit B; (b) make available to Customer any Error Corrections that are made available by such
Vendor(s) to Licensor promptly after such Error Corrections are delivered to Licensor; and (c) update Customer
with respect to the progress of the resolution of all Licensed Software Errors.
C. Service Error Resolution. Customer shall report all Errors in the Service to Licensor in sufficient
detail, with sufficient explanation of the circumstances under which the Error occurred or is occurring, and shall
reasonably classify the Error as a Priority A, B, or C Error. Licensor shall use commercially reasonable efforts to
correct any Error in the Service reported by Customer, in accordance with the priority level actually assigned by
Licensor to such Error, as follows:
1. Priority A Service Errors. In the event of a Priority A Error in the Service, Licensor shall,
within two (2) hours of receiving Customer's report, commence verification of the Error. Upon verification,
Licensor shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use
commercially reasonable efforts to provide a workaround for the Service Error within twenty -four (24) hours of
receiving Customer's report of such Error, and an Error Correction within forty -eight (48) hours of receiving
Customer's report. Licensor shall provide Customer with periodic reports (no less frequently than once every
eight (8) hours) on the status of the Service Error Correction.
11
2. Priority 8 Service Errors. In the event of a Priority B Error in the Service, Licensor shall,
within six (6) hours of receiving Customer's report, commence verification of the Error. Upon verification, Licensor
shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use
commercially reasonable efforts to provide a workaround for the Service Error within forty -eight (48) hours of
receiving Customer's report of such Error, and an Error Correction within six (6) business days of receiving
Customer's report. Licensor shall provide Customer with periodic reports (no less frequently than once every
twelve (12) hours) on the status of the Service Error Correction.
3. Priority C Service Errors. In the event of a Priority C Error in the Service, Licensor shall,
within two (2) business days of receiving Customer's report, commence verification of the Error. Upon verification,
Licensor shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use
commercially reasonable efforts to provide a workaround for the Service Error within six (6) business days of
receiving Customer's report of such Error, and an Error Correction within three (3) weeks of receiving Customer's
report. Licensor shall provide Customer with periodic reports on the status of the Service Error Correction.
12
•
•
Sel
•
"'. TECHNOLOGIES, INC
Statement of Work
Boynton Beach, FL
Relay
Building & Planning
1. Overview 2
1.1. Revision History 2
2. Functionality 3
2.1. The Relay Platform 3
2.2. Permits Pack 3
2.3. Payment Processing 5
3. System Integration 6
3.1. Application Database Interfaces 8
3.2. Payment Gateway Interfaces 8
4. Deployment Model 10
5. Administrative Tasks 11
5.1. Run System Reports 11
5.2. Configure Transfer Rules 11
5.3. Set Office Hours and Holidays 11
5.4. Append an Optional Message 11
5.5. Maintain Correction Codes 12
5.6. Set Payment Processing Guidelines 12
6. Responsibilities 13
6.1. Selectron Technologies, Inc 13
6.2. Boynton Beach, FL 15
S electron
TECHNOLOGIES, I N C
1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to Boynton Beach, FL (Boynton Beach or Customer). The features, functionality, and
services are provided through Selectron Technologies' Relay communication platform (Relay).
1.1. Revision History
Version # Details Date
1.0 Initial Release 5/12/2015
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T E C H N O L O G I E S , I N C
2. Functionality
This section details the functionality of each application included in Relay. All functions and features
are dependent upon the accessibility of the Boynton Beach's SunGard HTE application database to
provide the given data to Relay.
2.1. The Relay Platform
Boynton Beach's solution is powered by Selectron's Relay platform. Relay is a multi-
channel, multi- agency platform that is designed to connect customers, constituents, and
field workers to government agencies and utilities. Relay offers interactive voice
response (IVR), web, mobile, outbound, call center agent, and field worker capabilities
all in a single platform.
The following sections detail the functionality that will be implemented for Boynton
Beach. Additional channels, applications, and integrations that are not specified in this
SOW are not included, but may be able to be added to the system under a supplemental
statement of work. Please contact your Selectron representative for more details for
additional functionality.
2.1.1. Application Packs and Channels
Boynton Beach's solution includes the following application pack and channels:
• Application packs:
o Permits Pack
• Channels:
o IVR
o Web
Z.Z. Permits Pack
Boynton Beach will be configured with the Relay Permits Pack. The Permits Pack offers
Boynton Beach's customers with a central point of access for permit information and
services. Callers will be able to enter a permit number and perform the following
actions:
• Access inspection results
• Post inspection results
• View current permit fees owed
• Permit based messaging
• Schedule inspections
• Cancel inspections
• Post correction codes
• Hear site address for the permit
May 12, 2015 Page 3 of 16 Trusted Solutions.
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TECHNOLOGIES, I N C
• Payment Processing — Credit Card and E -Check
• Partial Payments Acceptance (if desired)
In addition to the above, the following add on features are included with this
implementation of the Relay Permits Pack:
• Plan Review Status
All permit, inspection, and /or code information is made available through an API to the
SunGard HTE application database. For any of the features detailed below to function as
described, data must be available in this database to be presented to users.
2.2.1. IVR Channel
The IVR Channel for the Permits Pack provides callers with an Interactive Voice
Response (IVR) system for accessing and posting permit information.
Users can call the IVR and enter a permit number to access permit information and
functions. Upon entering a valid permit number, the user can schedule, reschedule,
and /or cancel inspections. The caller can leave a message for the inspector, if they wish.
After an inspection has been scheduled /rescheduled /canceled, the caller will receive a
confirmation number.
Callers are also able to post or obtain inspection results via the IVR. When posting
results, the caller will need to enter a valid Inspector PIN number (or some other
validation number to be determined during implementation). The PIN can be
determined by Boynton Beach, but must be validated by the SunGard HTE database.
When posting results, inspectors can add correction codes. When a caller obtains
inspection results, any associated correction codes and descriptions will also be read to
the caller.
If desired, callers can be given the option to transfer to an agent. If a caller requests a
transfer, the Relay IVR performs a hook -flash transfer to a number specified by Boynton
Beach.
2.2.2. Web Channel
The Web Channel for the Permits Pack provides users with a web system for accessing
permit information, posting /obtaining inspection results, and scheduling over the
Internet.
Citizens can log onto the web channel in order to view permit information and
scheduling tools. Citizens will need to enter a permit number and PIN to access the site.
The Web Channel validates this data against the SunGard HTE database. Once validated,
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TECHNOLOGIES, INC
the user can view permit status information and make scheduling updates, including
scheduling, cancelling, and rescheduling inspections.
Additionally, inspectors can use the Web Channel to post inspection results, including
adding correction codes. Users can also access inspection results via the Web Channel,
including result status and correction codes.
Using the web channel, users will also be able to request other permit information as
listed under Permits Pack, above.
2.2.3. Add Ons
The following Add Ons are included with Boynton Beach's Permits Pack. These add ons
provide additional functionality for the channel(s) purchased as part of this Relay
solution.
2.2.3.1. Plan Review Status
Users can request their plan review status after entering a permit number and site
address. The user will be able to view the department stop, the review status for each
stop, and the date completed for each stop.
2.3. Payment Processing
The Relay solution is configured to accept credit card and e-check payments, allowing
citizens to make payments. The payment processing engine is a PA -DSS- Verified
payment system that does not retain any payment information. Users will need to enter
their payment information for each transaction.
If the SunGard HTE API provides a way to access amount due for the entered permit
number, the IVR will present that amount to the caller. If not, the caller will be able to
enter a 'blind' payment against the permit (entering a payment amount of their choice).
The Relay payment application interacts with Boynton Beach's selected payment
gateway to provide payment functionality. Users will need to authenticate and provide
valid payment information in order to make a payment. Relay validates the user's
payment information before passing it to the payment gateway. For permitting, when a
payment is reported to the IVR as successful, the payment information will be recorded
in a flat file and made available to Boynton Beach administrators for reconciliation.
Boynton Beach will be able to take payments from citizens via the following payment
methods:
• Credit Card
• E -Check
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2.3.1. Credit Card
The interactive solution accepts Visa ®, MasterCard ®, Discover ®, and American Express ®.
Boynton Beach can elect to accept all or a subset of these card types. Any credit card
types not accepted by Boynton Beach will not be accepted by the solution. When taking
a payment, Relay verifies the credit card number and expiration date. For more security,
Boynton Beach can choose to verify the card holder's zip code and /or security code. All
credit card transactions are sent through the designated payment gateway.
2.3.2. E - Check
Users wishing to pay via E -Check will need to enter their bank routing number, bank
account number, bank account type, payment amount, and driver's license number. All
E -Check transactions are sent through the designated payment gateway.
2.4. Relay Cloud Services Outbound
Relay Cloud Services (RCS) Outbound provides Boynton Beach with a multi - channel
outbound communication platform capable of sending Voice, SMS, and email messages
to citizens. Two kinds of notifications can be sent: Targeted Notifications, which include
dynamic account data and are designed to be sent to specific recipients; and static
notifications, which do not include customer - specific data and are designed as more
'general information' style messaging. Static Notifications can be designed and recorded
by Boynton Beach staff using the Relay Portal. All Notifications are scheduled via the
Relay Portal.
Boynton Beach's RCS Outbound will include targeted notification messaging in the
following language(s): English. Additionally, recipients receiving a call due to payments
owed will have the option of transferring into the IVR Channel to make a payment.
Dynamic Notifications require development and are designed during the
implementation process. This project includes the following Dynamic Notifications:
2.4.1. Automatic Results Notification
During the inspection scheduling process, the permit holder may request to be
contacted when results have been posted by the inspector. After selecting this option,
the permit holder is prompted to enter their telephone number using the telephone
keypad.
After inspectors have posted the results of an inspection, permit holders that have
opted in are contacted with the notification. Information provided to the recipient
includes the permit number, inspection type, inspection result, and the date of
inspection. If the call is answered by voice mail, a generic message is played stating that
a result was posted to the inspection, but the actual result is not played.
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2.42. Expired Permits Notification
The Expired Permits Notification contacts permit holders about their expiring and
expired permits. Typical information included in this notification includes the permit
number and the expiration, or expired, date. The date and time of notification delivery,
relative to the expiration date, can be configured to fit the Customer's business rules.
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3. System Integration
Depending on the implemented features, Relay requires varying levels of integration with other
Boynton Beach components. These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Boynton Beach's SunGard HTE
application database. All data -based interactivity on the solution is reliant upon data
being available via the API. Selectron typically integrates to the application database in
the following manner:
• Authenticate user credentials input to access data:
o Permit information
• Read associated information (see Application Pack descriptions for account data
being queried)
3.2. Payment Gateway Interfaces
The payment processing service is PA -DSS Verified. Integration to the payment gateway
initiates the collection and reconciliation of the payments being gathered by the
department. It is required that the payment gateway be on the list of Selectron-
certified payment gateways and that it integrates utilizing a REST /Web Service
implementation.
The Customer must select from the list of Selectron's approved payment gateways.
Approved gateways are:
• USA ePay (AMS)
• PayFlowPro (PayPal)
• Payments Gateway (Forte)
• Invoice Cloud
• Global Gateway e4 (FirstData)
• PayPoint (FirstData)
• Simple Order (CyberSource)
• Authorize.net
If the Customer does not pick a vendor on this list, Selectron will work with Boynton
Beach to get the gateway of choice approved. This may require additional professional
services costs, as will changes to the payment processing vendor after system
development.
The following payment processing fees and services are not covered by the purchase of
the application:
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• Transaction fees
• Merchant accounts
• Third -party payment processing services, fees, and software
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4. Deployment Model
Relay Managed Services is a single- tenant hosted application, located in Selectron's local hosting
facility. Selectron's hosting facility is a shared remote network facility featuring keyed entry and
individual server locks for security. With a Managed Services solution, Selectron owns all hardware
and is responsible for security, ongoing maintenance, and proactive support.
Boynton Beach's solution is licensed for:
• Four (4) inbound VoIP /SIP IVR ports allowing for up to four concurrent calls
• 40,000 annual inbound calls (additional may be purchased as needed)
• 20,000 annual successful outbound messages (Voice, Email, or SMS)
• One (1) inbound VoIP /SIP IVR test ports
• Two (2) Web VM Licenses to support expected concurrent web users
•
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5. Administrative Tasks
This section details administrative tasks that can be performed in order to manage Relay. All system
administration for Relay is handled through the Relay Portal web application. Boynton Beach will be
provided with a single set of user credentials for the Relay Portal application during the
implementation process. Additional users can be created by the Boynton Beach's System
Administrator as needed.
The Relay Portal provides Boynton Beach administrators with a single platform for viewing system
usage and health, running reports, and configuring various system settings.
5.1. Run System Reports
Relay features extensive channel logging. Boynton Beach administrators will be able to
run system reports via the Relay Portal. Reports that can be run by the administrator
include:
• System Usage (overall (by channel), by port (for IVR), or by hour)
• System Statistics
• Call Activity Details
• Actions
• Payments
• Email Activity
• Inspector Posting Activity
5.2. Configure Transfer Rules
Operator transfer settings (such as destination numbers and times) can be managed
using the Relay Portal.
5.3. Set Office Hours and Holidays
Relay will check against the defined office hours and holidays schedule to determine the
correct action when transferring calls. Administration of office hours and holidays can
be accomplished through the Relay Portal.
5.4. Append an Optional Message
Optional messages are configurable voice messages that can be enabled on the IVR.
When enabled, the optional message will be played for all callers who access the
solution. An example of an optional message would be informing callers of changes in
office hours or upcoming holidays. The Boynton Beach system administrator is
responsible for recording the optional greeting by calling the IVR and accessing the
hidden administrative menu.
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5.5. Maintain Correction Codes
The system administrator is responsible for adding, editing, and deleting correction
codes using the Relay Portal. When correction codes are added, the system
administrator must also create a corresponding recording of the description to be
played back to callers. Selectron Technologies assists the Customer with the initial code
configuration and description recording during the implementation phase.
5.6. Set Payment Processing Guidelines
Setting payment processing guidelines consists of updating the password Relay uses to
securely interface with the payment vendor and directing how the interactive solution
processes payments from callers. Setting payment processing guidelines is currently
managed by Selectron.
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6. Responsibilities
6.1. Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service initiation
and operation.
6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service initiation. The Project
Manager is the Customer's primary contact at Selectron Technologies and coordinates
all necessary communication and resources.
6.1.2. Provide Documentation
The Project Manager provides the Customer with the following documents to help
facilitate the service initiation process:
• Implementation Questionnaire- gathers critical information needed to
setup and initiate the service. This includes information on the toil -free
numbers, call volume, APIs, account validation information, and the types
of payments being gathered.
• Remote Access Questionnaire- details information needed by Selectron
Technologies to remotely access the Customer's network and application
database, prior to system initiation, to allow for complete system testing.
• Implementation Timetable- details project schedule and all project
milestones.
• Quality Assurance Test Plan- assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
• Service Acceptance Sign -off Form- indicates that the Customer has verified
service functionality.
6.1.3. Develop Channel Design
The Project Manager works with the Customer to develop and complete the following
portions of channel design:
• IVR call flow design
• Web customization elements
Software development cannot begin until these design elements are completed and
approved by the Customer.
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6.1.4. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.5. Provide Installation and Administrative Training
Selectron will provide remote training for the Relay solution. All installation is handled
by Selectron technical staff at our remote hosting facility.
6.1.6. 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 provided to the Customer in PDF format (original Adobe InDesign files are provided
upon request).
Marketing collateral will be provided for each department included in this project.
Selectron Technologies' Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. Information displayed includes the
following:
• Toll free phone number(s)
• Web addresses
• Department logo (preferably in EPS format)
• Department address
• A description of functionality
• Additional contact /informational phone numbers
• Samples: where to find account/ permit/ case numbers, etc.
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.
6.1.7. Interface Upgrades
After service initiation, Boynton Beach's SunGard HTE database application may release
new updates to their application or its interface. Upgrading the Relay interface to be
compatible with any Boynton Beach application database (or other application database
software) may require professional services outside the scope of this service.
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6.2. Boynton Beach, FL
This section outlines the Customer's service initiation and maintenance requirements
and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Boynton Beach with an
implementation questionnaire. The implementation questionnaire must be returned
prior to developing the call flow design and the implementation timetable.
6.2.2. Provide Customer Specific Information
The following information should be supplied to Selectron Technologies, in conjunction
with the Implementation Questionnaire, to help create a precisely integrated product.
For further clarification on the format and detail of the following data, refer to the
Implementation Questionnaire or contact your Selectron Technologies' Project
Manager.
• Street names
• Observed holidays
• Extensions used for transfer functions
• Permit status codes and types
• Inspection types and descriptions
• Validations used for scheduling an inspection
• Correction codes and descriptions
• Permit numbering scheme
6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by
Selectron Technologies' Project Manager. This includes reviewing:
• Call flow for the IVR solution
• Web customization elements
Once the channel design(s) have been approved, software development begins.
6.2.4. Provide Remote Network Access to Application Database(s)
In order to fully test the interactive solution, Selectron Technologies requires access to
Boynton Beach's application database(s) prior to installation. Selectron Technologies'
Project Manager provides a Remote Access Questionnaire to help Boynton Beach
identify the necessary requirements.
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
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database, additional, post - installation development and testing time will be necessary,
delaying system activation by 1 -2 weeks.
6.2.5. Provide System Access
Selectron Technologies requires access 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 Selectron Technologies immediately if the accounts for the Application
database, payment gateway or network are modified. Boynton Beach is responsible for
providing Selectron with appropriate application database and payment gateway
network access as defined in the System Integration section.
6.2.6. Confirm Service Functionality
Boynton Beach, FL has 30 calendar days after service initiation to verify the functionality
of the interactive solutions. Within the 30 -day system acceptance period the Customer
should test system functionality using the provided Quality Assurance Test Plan.
Additionally, the System Acceptance Sign -off form must be sent to Selectron
Technologies' Project Manager within this period.
6.2.7. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system, or C) allow access
to protected data.
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