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Home My WebLink AboutAG 16-112 - SELECTRON II RETURN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ.BY:ASAP 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ 1NTERLOCAL ❑ OTHER 5. PROJECT NAME: Selectron IVR Upgrade 6. NAME OF CONTRACTOR: Selectron Technologies ADDRESS: 12323 SW 66th Ave. TELEPHONE 888-784-6693 E-MAIL:aavelino @selectrontechnologies.com FAX:503-443-2052 SIGNATURE NAME: Todd Johnston TITLE President&CEO 7. EXHIBITS AND ATTACHMENTS:U SCOPE,WORK OR SERVICES IA COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS U PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: On-Going 9. TOTAL COMPENSATION$ 1-time: $36,000 +Annual M&O: $8,371/yr+5% inflator (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES A NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED [EYES ❑NO IF YES,$ PAID BY:IN CONTRACTOR❑ CITY I PURCHASING: PLEASE CHARGE TO: 502-1100-046-518-88-643 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE F.EVWWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER / — 7M/IL ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW d'121i 14 I 10 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: 7/4 COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS INITIAL/DAT SIGkTED ❑ LAW DEPARTMENT 112 , ❑ CHIEF OF STAFF ; ❑ SIGNATORY(MAYOR OR DIRECTOR) 4111 g/' / ❑ CITY CLERK , ,� N ❑ ASSIGNED AG# AG# ❑ SIGNED COPY RETURNED DATE SENT: O1(l.b 0,0(D COMMENTS: 11/9 COUNCIL MEETING DATE: August 9,2016 ITEM#: 5d CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: SELECTRON IVR UPGRADE POLICY QUESTION: Should Council approve the agreement to upgrade the City's IVR System? COMMITTEE: FEDRAC MEETING DATE: July 26,2016 CATEGORY: ® Consent ❑ Ordinance ❑ Public Hearing ❑ City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Thomas Fichtner DEPT: Information Technology Attachments: Background Information, Professional Services Agreement, Support and Maintenance Agreement, Software License Agreement, and Sole Source Letter • Options Considered: 1. Approve the Mayor's recommendation to authorize the Mayor to execute necessary agreements to upgrade the Selectron IVR System. 2. Deny approval and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends approval of the Selectron IVR upgrade. MAYOR APPROVAL: -77 „ � ///G DIRECTOR APPROVAL: 7 i06 Corn.ittee Co i1 nrttal/Da Initial/D.te Initia/Date CHIEF OF STAFF: 'tiptii _oar' lip £1 rittee Coune 'Final/Date Initia a. - COMMITTEE RECOMMENDATION:I move to forward the proposed Selectron IVR upgrade to the August 9, 2016 consent agenda for approval. 111",L,,/446450_ 1J Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Selectron IVR upgrade, and authorize the Mayor to execute all necessary agreements." (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) COUNCIL ACTIO■ tAPPROVE 1 /NA 1k..e COUNCIL BILL# DENIED 1ST reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING(ordinances only) ORDINANCE# REVISED–1/2015 RESOLUTION# Selection IVR Upgrade—Background Information The City currently uses a Selectron Interactive Voice Response(IVR)version 3.0 system to integrate with the City's AMANDA permitting system. This allows both residents and contractors to call in and request an inspection or obtain results for an inspection for a particular permit that has been issued. This system also allows the City's Building Inspectors to post results from a particular inspection. In addition, the system also allows the inspectors to exchange messages with the residents or contractors about the status or details on a permit. The current system is running on a Server from 2006 and is still running a Windows 2000 operating system. This is no longer supported by Microsoft or Selectron,and needs to be upgraded. The new, Selectron IVR version 4.0,system will utilize the latest Windows Server operating system,as well as take advantage of the City's Hyper-V(server virtualizing platform)to be more efficient. The new system will also be compatible with the City's new phone system and AMANDA permitting system. While,the City is driving to bring more resources such as permitting and inspections online via the web, a great deal of contractors still utilize this phone based service and demand it stays functioning for the foreseeable future. Funding—the total 1-time project budget of$36,000has been approved as part of the 2016 adopted/amended budget. The funding source is Replacement Reserves. The City currently pays an on- going support and maintenance contract with Selectron for the existing system,the new system will not affect impact the current costs and inflation percentage, however an updated contract is attached for review and approval. IIII Selectron TECHNOLOGIES , INC. PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement(the"Agreement") is entered into by and between Selectron Technologies, Inc.,an Oregon corporation and its successors and assignees(collectively,"Company")and the City of Federal Way,Washington,(the "Customer"). 1. Engagement of Services. warranties of the Hardware, and that Company expressly Subject to the terms and conditions of this Agreement, disclaims all warranties with respect to the Hardware,except Company will render the services set forth in the Scope of Work for the warranty in Section 6.3 below. attached to this Agreement as Exhibit A and B(the"Project"or the"Services"). Exhibit A outlines the services to be provided, 3.Compensation. any associated products, and the prices. Exhibit B provides a detailed description of the services, and any associated 3.1 Standard Compensation. products,to be provided under this Agreement. From time to Customer will pay Company a fee for services rendered under this time,the parties may enter into additional Scopes of Work,in Agreement as set forth in the Project(s)undertaken by Company, substantially the same form as that set forth in Exhibits A and which fee shall also cover use of the Company software(licensed B, for additional Services. The manner and means by which under a separate software license agreement) and use of the Company chooses to complete the Project are in Company's Hardware (the "Fee"). Customer shall be responsible for all sole discretion and control. Customer will,at its sole expense, expenses incurred, that are set forth in Exhibit A of this make its facilities and equipment available to Company when Agreement. Customer will also be responsible for all expenses, necessary. Company, in its sole discretion, may have the with prior written approval,outside of those listed in Exhibit A of Services performed by a third party/independent contractor, this Agreement. Upon termination of this Agreement for any provided that any such third party/independent contractor reason, Company will be paid the Fee and expenses on agrees in writing to the terms of this Agreement. a proportional basis as stated in the Scope of Work for work which is then in progress,to and including the effective date of 2. Hardware. such termination. Unless other terms are set forth in the Scope Pursuant to this Agreement, and in combination with any of Work for work which is in progress, Customer will pay Company software (which shall be licensed pursuant to a Company for Services and will reimburse Company for previously separate software license agreement), Company shall provide approved expenses within thirty(30) days of the date of Customer with third-party hardware solely for use with Company's invoice. Company Software (the "Hardware), as set forth in Exhibit A and/or B. As between Customer and Company,Company shall 3.2 Change Requests. maintain ownership of the Hardware and all rights,titles, and Customer agrees to the Scope of Work as set forth in Exhibits A interest therein, until Customer has paid the entire Fee, as and B. If Customer requests a reduction in the scope, as set described in Section 3.1 below. While the Fee is being paid, forth in Exhibit A or B, or any future Scopes of Work agreed Customer shall have a limited,non-transferable,and revocable upon by the parties,and such request is made after Company license to use the Hardware solely in connection with has committed resources to the Project under the given Scope Customer's use of the software. Once Customer has paid the of Work, Customer agrees to pay the full amount set forth in entire Fee, Customer shall own the Hardware (but Customer Exhibit A(or the applicable Scope of Work). However,if,during shall not own the Company software under any circumstances). the course of a Project,Customer wishes to increase or modify Customer agrees that,until the entire Fee is paid,Customer shall the Scope of Work (other than a proposed reduction in the be responsible for the cost of the Hardware if damaged(normal amount of Services to be provided), Company shall provide wear and tear excluded)while in Customer's possession or under Customer with a modified fee estimate. If Customer accepts the its control. Customer acknowledges and agrees that nothing in modified estimate,Company will perform the Project according this Agreement shall be interpreted or construed to affect the to the modified specifications after the parties sign a new Scope terms and conditions under which Customer uses the Company of Work or after Customer issues a purchase order for the software. modified Project(provided that the terms and conditions of such purchase order will not modify this Agreement or have any force Customer is entitled to all third-party manufacturer warranties or effect). If Customer rejects the modified estimate,Company as they apply to the specific Hardware provided. Manufacturer shall have no obligation to perform the modified Project,and the warranty dates are based solely on the specific manufacturer parties agree that Company will continue to provide the Services, terms and conditions. Customer acknowledges and agrees that as originally set forth in the Scope of Work,and Customer will Company shall have no obligations regarding the manufacturer continue to pay the Fee, as originally set forth in the Scope of Agreement, and (b) it will take all reasonable precautions to Work. prevent injury to any persons(including employees of Customer) or damage to Customer's property during the Term of this 4. Independent Contractor Relationship. Agreement. Company's relationship with Customer will be that of an independent Contractor and nothing in this Agreement should be 6.3 Company warrants that any Hardware provided pursuant to construed to create a partnership,joint venture, or employer- this Agreement shall operate in good working order for a period employee relationship. Customer is not an agent of Company of one (1) year from Contract Execution Date, as that term is and is not authorized to make any representation, contract,or defined in Exhibit A of the PremierPro Support and Maintenance commitment on behalf of Company,or to bind Company in any Agreement. Any changes or modifications to the Hardware by way. Company is not an agent of Customer and is not authorized any person other than Company, or any combination of the to make any representation,contract,or commitment on behalf Hardware with other materials by any person other than of Customer,or to bind Customer in any way. Company will not Company,voids this limited warranty. This limited warranty is be entitled to any of the benefits, which Customer may make also void if failure of the Hardware results from transportation, available to its employees,such as group insurance,profit sharing neglect, misuse, or misapplication of the Hardware by any or retirement benefits. person other than Company; from any accident beyond Company's control;from use of the Hardware not in accordance 5. Proprietary Information. with this Agreement or documentation provided in connection During the Term of this Agreement and after the termination of with the Hardware; or from Customer's failure to provide a this Agreement, the parties will take all steps reasonably suitable environment for the Hardware. necessary to hold the other party's Proprietary Information in confidence,will not use the other party's Proprietary Information 6.4 The express warranties in Sections 6.2 and 6.3 above are in any manner or for any purpose not expressly set forth in this lieu of all other warranties, express, implied or statutory, Agreement, and will not disclose any such Proprietary arising from or related to this Agreement and any hardware Information to any third party without the disclosing party's provided to Customer hereunder,including,but not limited to, express prior written consent. "Proprietary Information" any implied warranties of merchantability, fitness for a includes,but is not limited to(a)trade secrets,inventions,ideas, particular purpose,title,and non-infringement of third party processes,formulas,source and object codes,data,other works rights. Customer acknowledges that it has relied on no of authorship, know-how, improvements, discoveries, warranties other than the express warranties in Sections 6.2 developments, designs and techniques; and (b)information and 6.3 of this Agreement. Except for the express warranty in regarding plans for research, development, new products, Section 6.3 of this Agreement,Company provides the Services marketing and selling, budgets and unpublished financial and Hardware to Customer "as is" and "as available," and statements,licenses,prices and costs,suppliers and customers; Company does not warrant that the Services or Hardware will and (c)information regarding the skills and compensation of be uninterrupted or error free,and Company hereby disclaims employees . Nothing will be considered to be Proprietary any and all liability in connection therewith. This warranty Information if(1)it is readily available to the public other than by disclaimer is made regardless of whether Company knows or a breach of this Agreement;(2)it has been rightfully received by has reason to know of Customer's particular needs. No the receiving .party from a third party without confidential Company employee,agent,dealer,or distributor of Company is limitations; (3)it has been independently developed by the authorized to modify this limited warranty, or make any receiving party without reference to or use of the disclosing additional warranties,whether orally,in writing,or otherwise. party's Proprietary Information;or(4)it was rightfully known to This Section 6.4 shall be enforceable to the fullest extent the receiving party prior to its first receipt from the disclosing permitted by applicable law. party. The receiving party shall be entitled to disclose the disclosing party's Proprietary Information if required by law or a 7. Customer Remedies;Limitation of Liability. judicial order; provided that the receiving party first provides 7.1 If Customer finds what it reasonably believes to be a failure prompt notice of the required disclosure to the disclosing party, of the Hardware to conform to the limited warranty in Section and complies with any protective or similar order obtained by the 6.3 of this Agreement, and provides Company with a written disclosing party limiting the required disclosure. report that describes such failure in sufficient detail to enable Company to reproduce or understand such failure, Company 6. Representations and Warranties;Warranty Disclaimer. and its suppliers' entire liability and Customer's exclusive 6.1 Customer represents and warrants that(a)it has full right remedy for breach of the limited warranty in Section 6.3 and power to enter into and perform its obligations under this regarding the Hardware, is for Company to use commercially- Agreement, and (b)it will take all reasonable precautions to reasonable efforts to correct or provide a workaround for the prevent injury to any persons(including employees of Company) failure at no additional charge to Customer. If, in Company's or damage to Company's property during the Term of this sole discretion, it provides replacement Hardware, the Agreement. replacement Hardware will be warranted in accordance with the provisions of this Agreement for the remainder of the 6.2 Company represents and warrants that(a)it has full right and original warranty period or thirty(30)days,whichever is longer. power to enter into and perform its obligations under this Outside the United States, neither these remedies nor any product support services offered by Company are available which party provides remote access software,it is Customer's without proof of purchase from an authorized non-U.S.source. responsibility to ensure that the remote access method meets Customer's security requirements. Company makes no 7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO representations or warranties to Customer regarding the EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, remote access software's ability to meet Customer's security or INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL privacy needs. Company also makes no recommendation for DAMAGES,INCLUDING BUT NOT LIMITED TO,ANY LOST DATA any specific package or approach with regard to security. AND LOST PROFITS, ARISING FROM OR RELATING TO THIS Customer is solely responsible for ensuring a secure network AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED environment. HEREUNDER, AND THE HARDWARE AND RELATED DOCUMENTATION.COMPANY'S TOTAL CUMULATIVE LIABILITY 9.3 Outbound Services Disclaimer. IN CONNECTION WITH THIS AGREEMENT, THE SERVICES Outbound services are intended to create additional methods PROVIDED OR CONTEMPLATED HEREUNDER, AND THE of communication for Customer to use the Software in support HARDWARE AND RELATED DOCUMENTATION, WHETHER IN of existing processes. These services are not intended to CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE replace all interaction with Customer's employees or become AMOUNT OF FEES ACTUALLY PAID TO COMPANY HEREUNDER critical path. While the outbound services have been created IN THE TWELVE- (12-) MONTH PERIOD IMMEDIATELY with the best available tools and practices,they are dependent PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM. on infrastructure that is inherently not fail-proof,including but CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE not limited to infrastructure such as software, computer ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND hardware, network services, telephone services, and e-mail. THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT Examples of situations that could cause failure include but are WITHOUT THESE LIMITATIONS ON ITS LIABILITY. not limited to: down phone lines, all lines busy, equipment failure, email address changes, internet service disruptions. 8. Indemnification. For this reason, while outbound services are valuable in Each party will indemnify and hold harmless the other party,its providing enhanced communication, they are specifically not officers,directors,employees,and agents from any and all claims, designed to be used as the sole method to deliver critical losses, liabilities, damages, expenses and costs (including messages. Customer acknowledges that it is aware of the reasonable attorneys' fees and court costs) which result from potential hazards associated with relying on an automated third-party claims or allegations that arise out of a breach or outbound service feature, when using the Software, and alleged breach of any representation,warranty,or covenant set Customer acknowledges and agrees that it is giving up in forth in this Agreement. advance any right to sue or make any claim against Company, and that Customer forever releases Company from any and all 9. Network Security Disclaimer liability,if Customer,or Customer's employees,suffer injury or damage due to the failure of outbound services to operate, 9.1 Internet Security, even though Customer does not know what or how extensive Company's products may include software that connects to the those injuries or damages might be. Internet. The software is designed to operate within Customer's secure network environment, and the software 10. Term and Termination. does not provide any mechanism for security or privacy. Specifically,the software relies fully on the Customer's security 10.1 Term. measures and implements no further security infrastructure. This Agreement shall commence on the date of last signature Company makes no representations or warranties to Customer below and shall continue until terminated(the"Term"). regarding (i) the security or privacy of Customer's network environment; or (ii) any third-party technologies' or services' 10.2 Termination. ability to meet Customer's security or privacy needs. These (a)Either party may terminate this Agreement at any time that third-party technologies and services may include, but are not there is no uncompleted Project in effect upon fifteen(15)days' limited to,operating systems,database management systems, prior written notice to other party. Upon such termination by web servers, and payment processing services. Customer is either party, all amounts owed to Company shall become solely responsible for ensuring a secure network environment. immediately due and payable. 9.2 Remote Access Security. (b) The parties agree that Customer's failure to pay any In order to enable code development, and Customer support undisputed Fees is a material breach of this Agreement. In the and maintenance of the software (if purchased by Customer event of Customer's failure to pay or other material breach of this pursuant to a separate support and maintenance agreement), Agreement, Company may immediately terminate this Company requires remote access capability. Remote access is Agreement, the Software License Agreement, and any other normally provided by installing PC-Anywhere, ControllT, or agreements between the parties, for cause, provided that other industry standard remote access software. It may also be Customer has failed to cure the breach within sixty(60)days'of provided through a Customer solution such as VPN access. receiving notice of such breach from Company. Upon such Regardless of what method is used to provide remote access,or termination, Customer shall immediately cease all use of the software and Hardware, and Company may terminate notwithstanding the unenforceability of any provision in Section Customer's access to the software. Company may require that 6. Customer return the Hardware to Company and/or allow Company access to Customer's facility to retrieve the Hardware. 12.3 Notices. Such termination shall not relieve Customer of its obligation to All notices,consents and approvals under this Agreement must immediately pay all amounts then due to Company. be delivered in writing by courier,by electronic facsimile(fax),or by certified or registered mail(postage prepaid and return receipt 11. Government Contracts. requested)to the other party at the address set forth beneath 11.1 In the event that Company shall perform Services under such party's signature,and will be effective upon receipt or three this Agreement in connection with any government contract in (3) business days after being deposited in the mail as required which Customer may be the prime contractor or subcontractor above, whichever occurs sooner. Either party may change its for a government contract, Company agrees to abide by all address by giving notice of the new address to the other party. laws, rules and regulations relating to said government contract; provided that Customer provides a copy of the 12.4 Force Majeure. contract to Company prior to execution of this Agreement. Any delay in the performance of any duties or obligations of either party(except the payment of money owed)will not be 11.2 Company advises that,to the extent allowed by law,the considered a breach of this Agreement if such delay is caused resultant contract terms and pricing may be extended to other by a labor dispute, shortage of materials, fire, earthquake, State of Washington jurisdictions, public entities, political flood,or any other event beyond the reasonable control of such subdivisions and government cooperative purchasing group(s) party, provided that such party uses reasonable efforts,under whose processing requirements, applications, specifications the circumstances, to notify the other party of the and standards coincide with the processing requirements, circumstances causing the delay, to mitigate the harm or applications, specifications and standards herewith. The damage caused by such delay,and to resume performance as extension of this contract to any entity is at the sole discretion soon as possible. of Company. A qualified entity choosing to join this contract shall execute a separate contract with the specifications, 12.5 Attorneys'Fees. pricing,terms and rights provided herewith, directly between In the event of a dispute between Customer and Company the entity and Company,and shall commit a separate purchase concerning this Agreement,the prevailing party in the litigation order and pay for supplies and services by means of their shall be entitled to recover its reasonable attorneys' fees and individual accounting and purchasing departments. Any expenses from the other party. processing requirements, applications, specifications and/or standards not covered herewith will be developed and priced 12.6 Injunctive Relief. separately, based on the entity's additional requirements and A breach of any of the representations,warranties,or covenants specifications, and appended to the new resultant contained in this Agreement will result in irreparable and contract. The entity shall deal directly with Company continuing damage to Company for which there will be no concerning the placement of orders, invoicing, contractual adequate remedy at law, and Customer acknowledges and disputes and all other matters. Failure to extend this contract agrees that Company is therefore entitled to seek injunctive relief to any entity shall have no effect on the consideration of to restrain a breach or threatened breach of this Agreement or to Company's current bids or agreements. specifically enforce this Agreement, without proving that any monetary damages have been sustained and without the 12. General Provisions. requirement of posting a bond or other security. The foregoing equitable remedy will be deemed to be non-exclusive and in 12.1 Governing Law;Jurisdiction. addition to all other remedies available at law or in equity. All This Agreement will be governed by and construed in rights and remedies are cumulative and may be exercised accordance with the laws of the State of Washington,without singularly or concurrently. reference to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods 12.7 Survival. does not apply to and shall not be used to interpret this Sections 5,6.4,7.2,8,9,10,and 12 and the rights and obligations Agreement.Any action or proceeding arising from or relating to therein will survive termination of this Agreement for any reason. this Agreement must be brought in the federal or state court located in King County,Washington. 12.8 Waiver. All waivers must be in writing. Any waiver or failure to enforce 12.2 Severability. any provision of this Agreement on one occasion will not be If any provision of this Agreement is unenforceable, such deemed a waiver of any other provision or of such provision on provision will be changed and interpreted to accomplish the any other occasion. objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full 12.9 Authority. force and effect. Without limiting the generality of the foregoing, Any person executing this Agreement in a representative Customer agrees that Section 7 will remain in effect 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. 12.11 Counterparts. This Agreement may be signed in one or more counterparts, 12.10 Entire Agreement. each of which will be deemed to be an original copy of this This Agreement and the attached Exhibits A and B,which are Agreement, and, when taken together, shall be deemed to incorporated into and made a part of this Agreement by this constitute one and the same agreement. Each party agrees that reference,constitute the entire agreement between the parties the delivery of this Agreement by facsimile transmission or by regarding the subject hereof and supersedes all prior or PDF attachment to an e-mail transmission will be deemed to be contemporaneous agreements, understandings, and an original of the Agreement so transmitted and,at the request communication,whether written or oral. This Agreement may of either party,the other party will confirm facsimile or e-mail be amended only by a written document signed by both parties. transmitted signatures by providing the original document. The terms on any purchase order or similar document submitted by Customer to Company will not modify the terms [Signature Page Follows] and conditions of this Agreement or have any force or effect. In Witness Whereof,the parties have caused this Agreement to be executed by their duly authorized representative, Seiectron Technologies,Inc. Customer:^� By: Tom«A.Joh .o By: J L r� E �TL�� A Signed: 4 w Signed: Title: President Title: MG.,ZG Date: 811G12.0 t Date: 4 Address: 12323 66!h Avenue Address: 3 33 2S Portland,OR 97223 Fe.ai.erA, 04-'3 / ki Pt _ 12043 Exhibit A SCOPE OF WORK Version 4 VoicePermitsTM IVR, Virtualization, & VoIP Integration VoicePermits IVR Virtualization Host Server Virtualization Environment: Microsoft Hyper-V Selectron's Project Manager will provide information on the latest supported Windows Operating System version, hard drive, and RAM specifications during project kickoff.The City of Federal Way will be responsible for installing the virtual server in the agreed upon supported environment. The City of Federal Way Accepts That: • Selectron does not have any other customer running the VoicePermits IVR in a Hyper-V Virtual Environment, and cannot guarantee compatibility, including resolution for issues that may arise after go-live. • Selectron will require support and resources from the City to assist Selectron's Software Development and Support staff with any configuration &/or troubleshooting that may be necessary during the upgrade process and after go- live, as part of on-going support& maintenance for the IVR. • If, during the implementation process, insurmountable obstacles are discovered that prevent implementation of the solution in the City's Microsoft Hyper-V virtual environment, Selectron's policy is to implement the VoicePermits solution on a physical server as a fallback alternative.This scenario may incur additional hardware, software and professional services costs and will be determined once it is mutually agreed that moving to the virtualized environment is not an option. Professional Services Required for Virtual Server Setup&Configuration $7,500 Discount On Professional Services Required for Virtual Server Setup &Configuration ($3,750) Decommission Existing Production VoicePermits IVR Server In accordance with the Software License Agreement,the City agrees to decommission the existing Production VoicePermits IVR (on a physical server) after cutover to the new/upgraded VoicePermits IVR (on a virtual server). Selectron's Project Manager will work with the City on software deletion, and will need signoff for confirmation. IVR Telephony Integration Selectron-Provided HMP Licenses for Four(4) IVR Voice Ports $1,000T Update Existing 4-Port CT ADE License Software& Key to Latest Version No Charge This upgrade is only free of charge if the existing 4-port CT ADE license key is sent back to Selectron after cutover to the new Production IVR (with new key). Otherwise, standard costs for a new license key will apply. Cisco or ShoreTel Voice over IP(VoIP) Integration $7,000 Selectron will provide professional services to integrate the City's IVR with the City's VolP System. Quote assumes the City will provide SIP trunks to replace the existing analog phone lines. If the City's VoIP system does not support SIP&cannot provide SIP trunks,further evaluation will be needed to determine compatibility. If necessary,Selectron will provide an updated version of this quote to include any applicable additional costs. Selectron will also require support from the City's VoIP vendor/resource for integration.The City will be responsible for: • Any costs associated with the VoIP equipment, licenses, upgrades, services, etc.to support the IVR VoIP integration (if applicable). • Contacting the VoIP vendor/resource for requirements verification and pricing. If, during the implementation process, insurmountable obstacles are discovered that prevent integration of the IVR solution with the City's VoIP system, Selectron may provide Media Gateways as a fallback alternative. Discount On Cisco or ShoreTel Voice over IP(VoIP) Integration ($2,000) Professional Services Required to Upgrade to VoicePermits 4.0 $21,250T Selectron Project Management Included Quality Assurance and Support for Go-Live Included Solution Design and Development to Include the Following Functionality: • Schedule Inspections • Speak Site Address • Cancel Inspections • Permit Based Messaging • Obtain Inspection Results • VoicePermits Reporting Module • Post Inspection Results • Remote Access Software • Correction/Failure Codes Amanda v6 Integration Included Selectron will provide professional services to integrate the City's VoicePermitsTM system with the City's existing Amanda v6 Application Database.All functionality listed on this quote is contingent on the accessibility of the data and business logic from the Amanda Application Database via an Application Programming Interface (API).The City of Federal Way is responsible for obtaining the required IVR API and the appropriate licensing directly from CSDC. Please note, existing VoicePermits features and functionality require relevant information to be available from the Application Database. Integration of features currently offered by VoicePermits but not supported by the Amanda API is not included in this scope of services. Subtotal for VoicePermits 4.0 Upgrade $31,000 Taxes (9.5%) $2,113.75 Grand Total $33,113.75 Required Items Not Included in This Quote • Quote assumes no changes to the existing Amanda integration. Existing Amanda API be installed and functioning prior to development • Virtual Host Server, OS License, and Virtualization Environment • VoIP SIP Trunks and Support from the City's VoIP Resource/Vendor 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. 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 net 30 from date of invoice. Past due invoices are subject to a 1.5%per month late fee, or the maximum interest rate allowed by law,whichever is lower. ADDITIONAL INFORMATION Time-and-Materials-Based Services: Company will provide custom programming and non-warranty maintenance customer support on a time-and-materials basis. Requested design, programming,testing, documentation, implementation work, and customer support approved by Company will be performed at Company's then-current standard published billing rates. Company will issue a quote and Scope of Work to Customer, which Customer must sign and return to Company before work can begin or be scheduled. Additional Training and On-Site Support: All travel and associated travel expenses for the on-site installation work during the initial setup are included in the Fee set forth above. If Customer requests additional on-site work, travel and out-of-pocket expenses will be billed at $1,750.00 per day (minimum of 2 days)with at least 15-day advance notice from Customer. If 8-14 days advance notice is provided by Customer,the rate increases to$2,000.00 per day(minimum of 2 days), and if the notice is less than 7 days,the rate increases to$2,500.00 per day(minimum of 2 days). If changes are made to a travel schedule after plans are confirmed, Customer is responsible for any change fees or price changes incurred for airfare,hotel or car rental. On-Going Support: Customer has the option of purchasing support services by entering into a PremierPro Support and Maintenance Agreement with Company. Upon entering into this PremierPro Support and Maintenance Agreement,annual support and maintenance fees are due. The PremierPro Support and Maintenance Agreement details the scope of services and pricing associated with Customer's implementation of such support services, including any warranty periods identified above. Exhibit B STATEMENT OF WORK Selectron Microsoft Partner V OICE • WEB • MOBILE Gold Application Development Statement of Work Federal Way, WA VoicePermitsTM Hardware Upgrade Software Upgrade www.SelectronTechnologies.com Selectron Technologies,the Selectron Technologies logo,and all Selectron Technologies product names contained herein are trademarks or registered trademarks of Selectron Technologies, Inc. in the USA and/or other countries.All other brand names are trademarks of their respective holders. Selectron Technologies Statement of Work proprietary&confidential Table of Contents 1.0 Summary 3 2.0 Project Overview 3 3.0 Assumptions 3 3.1 Preserve Functionality 3 3.2 Host Server Virtualization Environment 3 4.0 Functionality 4 4.1 VoicePermits 4 5.0 Deliverables 4 5.1 Hardware 4 5.2 Software 5 5.3 Telephony Conversion 5 5.4 Installation and Training 5 5.5 Documentation 6 5.6 Support 6 6.0 Customer Responsibilities 6 6.1 Complete Questionnaires 6 6.2 Provide Remote Network Access to Permitting Database 6 6.3 Provide VoIP Integration 6 6.4 Provide Customer Specific Information 7 6.5 Approve Call Flow 7 6.6 Provide Interface 7 6.7 Agree to Switchover Date 7 6.8 Decommission Old Server 7 6.9 Validation Testing 7 6.10 Confirm Service Functionality 8 6.11 On-going System Responsibilities and Requirements 8 7.0 Selectron Technologies, Inc. 9 7.1 Provide Project Management 9 7.2 Provide Documentation 9 7.3 Develop.Call Flow 9 7.4 Provide Scoping and Development 10 7/18/16 1 Selectron Technologies Statement of Work proprietary&confidential 7.5 Provide QA and Testing 10 7.6 Perform Switchover 10 7.7 Issue Resolution 10 7.8 On-going System Maintenance 10 Appendix A:Hardware and Software Specifications 11 7/18/16 2 Selectron Technologies Statement of Work proprietary&confidential 1.0 Summary This Statement of Work(SOW)outlines the implementation services associated with upgrading a Selectron interactive voice response (IVR)solution. Additionally, this document describes the Cus- tomer's responsibilities in providing a suitable environment and facilitating a successful upgrade. 2.0 Project Overview There are three main components of this project:virtualization, a system upgrade, and a telephony integration. This entails upgrading the Customer's existing VoicePermits application to the latest software release version of the application on a virtual server. In addition, the Customer will be integrating to a VoIP telephony environment. 3.0 Assumptions Selectron makes the following assumptions as part of this project. 3.1 Preserve Functionality Selectron provides all reasonable effort to ensure the Customer's interactive solution per- forms in identical or comparable fashion once integrated to the new system. Unless new functionality has explicitly been purchased as part of this project, no new functionality is added. 3.2 Host Server Virtualization Environment Selectron's Project Manager will provide information on the latest supported Windows Oper- ating System version, hard drive, and RAM specifications during project kickoff. The Cus- tomer will be responsible for installing the virtual server in the agreed upon supported environment. 3.2.1 Microsoft Hyper-V The Customer accepts that: • "Selectron does not have any other customer running the VoicePermits IVR in a Hyper-V Virtual Environment, and cannot guarantee compatibility, including resolution for issues that may arise after go-live. • "Selectron will require support and resources from the Customer to assist Selectron's Software Development and Support staff with any configuration&I or troubleshooting that may be necessary during the upgrade process and after go-live, as part of on-going support& maintenance for the IVR. • "If, during the implementation process, insurmountable obstacles are discov- ered that prevent implementation of the solution in the Customer's Microsoft Hyper-V virtual environment, Selectron's policy is to implement the VoicePer- mits solution on a physical server as a fallback alternative. This scenario may incur additional hardware, software and professional services costs and will be determined once it is mutually agreed that moving to the virtualized envi- ronment is not an option. 7/18/16 3 Selection Technologies Statement of Work proprietary&confidential 4.0 Functionality This project includes upgrading the Customer's existing VoicePermits to the latest version. All functions and features will continue to be dependent upon CSDC Amanda v6 database availability. This section details the functionality of the interactive solution. 4.1 VoicePermits The VoicePermits application interacts with the Customer's CSDC Amanda v6 database to deliver information and services over the phone to callers. 4.1.1 Standard Feature Set This section details the standard features included with the VoicePermits application. 4.1.1.1 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, must enter a valid permit g ty, p number. 4.1.1.2 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. 4.1.1.3 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. 5.0 Deliverables This section details the hardware, software, and services included in system implementation. 5.1 Hardware Because the system is being deployed to a virtual environment, no hardware is included in this implementation. 7/18/16 4 Selectron Technologies Statement of Work proprietary&confidential 5.2 Software 5.2.1 Selectron Technologies Software The interactive solution's virtual server has the following Selectron Technologies' soft- ware 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; the second license allows the Customer to install the Administration Tool on a workstation. Additional Administration Tool licenses can be purchased. 5.2.2 Third-Party Software The interactive solution's server has the following third-party software installed: • Microsoft®SQL®Server 2012 R2 • Microsoft Visual C#® 5.3 Telephony Conversion This implementation includes converting the Customer's solution from an analog to a VoIP environment.The Customer is responsible for providing VoIP system expertise and ensuring that the VoIP system is configured correctly to allow full functionality of the interactive solu- tion. Full functionality may require additional third-party hardware and software services, which are the responsibility of the Customer. Additional integration services are provided by Selectron Technologies' Project Manager and development team as part of the implementa- tion process. 5.4 Installation and Training Selectron Technologies provides two days of on-site installation, testing, and training for the interactive solution. 5.4.1 Provide Administrative Training Selectron will provide on-site training for the system administrator. Training also includes guidance on how system administrators can train additional staff. 5.4.2 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- 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. 7/18/16 5 Selectron Technologies Statement of Work proprietary&confidential 5.5 Documentation An electronic version of the Administration Manual is provided in PDF format(refer to sec- tion 4.0. Functionality, for a list of included applications). A hard copy can be provided upon request. 5.6 Support Selectron Technologies' interactive solution has been thoroughly tested to ensure that the performance and functionality described in this document is accurate. The solution's soft- ware and hardware components are dependent on many services and applications within the Customer's operating environment that can impact system performance. While the inter- active solution is designed to minimize performance interruptions, from time to time they will occur. Once notified of an interruption, Selection's Customer Support Service begins trou- bleshooting the issue, with the objective of returning the system to full functionality as quickly as possible. Refer to your Service Agreement, or section 7.8. On-going System Maintenance, of this doc- ument, for more information regarding services provided with the interactive solution. 6.0 Customer Responsibilities As part of this project, Selectron assumes that the Customer furnishes the following information and assistance. 6.1 Complete Questionnaires • Implementation Questionnaire: Selectron Technologies' Project Manager provides the Customer with an implementation questionnaire. The implementation questionnaire must be returned prior to developing the call flow design and the implementation time- table. 6.2 Provide Remote Network Access to Permitting Database The Customer is responsible for providing Selectron with a VPN connection to allow access to the new system and IVR server. In order to fully test the interactive solution, Selectron Technologies requires access to the permitting database prior to installation. Selectron Tech- nologies' Project Manager provides a Remote Access Questionnaire to help the Customer identify the necessary requirements(section 7.2. Provide Documentation). If remote access is not granted, the Customer should inform the Project Manager immediately. It is preferable that this connection is tested at least several days before the switchover is to take place, to ensure that the connection works correctly. While system installation can be successful without prior access to the permitting database, additional, post-installation development and testing time will be necessary, delaying system activation by 1-2 weeks. 6.3 Provide VoIP Integration The Customer will provide SIP trunks for VoIP integration (section 3.1. Preserve Functional it ). Also see section D.. Cisco or ShoreTel VoIP Integration in Appendix A. 7/18/16 6 Selectron Technologies Statement of Work proprietary&confidential 6.4 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 Ques- tionnaire or contact your Selectron 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 • Permit numbering scheme 6.5 Approve Call Flow The Customer is responsible for approving the call flow design developed by Selectron Technologies' Project Manager. Once the call flow design has been approved, software development begins. This also includes the call flow for implemented notifications. 6.6 Provide Interface The Customer must continue to furnish the appropriate data interface for the new system to facilitate integration with the IVR. Selectron configures the interactive solution according to the data interface specifications. Any subsequent changes to the defined data interface specifications during development may be subject to additional time and materials costs. 6.7 Agree to Switchover Date The Customer and Selectron mutually agree to a switchover date during which the IVR is re- directed from the old system to the new system. Generally the Customer provides a time window during which the system switchover is being performed, and at the appropriate time during this window informs Selectron personnel when the new system is ready for IVR swi- tchover activities. 6.8 Decommission Old Server In accordance with the Software License Agreement, the Customer agrees to decommission the existing Production VoicePermits IVR (on a physical server)after cutover to the new/ upgraded VoicePermits IVR (on a virtual server). Selectron's Project Manager will work with the Customer on software deletion, and will need signoff for confirmation. 6.9 Validation Testing Appropriate agency personnel should test the IVR following switchover to ensure functional conformance. 7/18/16 7 Selectron Technologies Statement of Work proprietary&confidential 6.10Confirm Service Functionality The Customer has 30 calendar days after installation to verify the functionality of the interac- tive solution. Within the 30-day system acceptance period the Customer should test system functionality using the provided Quality Assurance Test Plan (section 7.2. Provide Documen- tation). Additionally, the System Acceptance Sign-off form (section 7.2. Provide Documenta- tion) must be sent to Selectron Technologies' Project Manager within this period. 6.110n-going System Responsibilities and Requirements 6.11.1 Provide Remote Access Remote access to the interactive solution's server must be provided to Selectron 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 Customer in choosing a solution that best fits the situation. Additionally, Selectron Technologies requires a variety of access accounts to the Cus- tomer'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 following accounts are modified: • VPN account and password (if applicable) • Network account and password for the interactive solution • Permitting database accounts and passwords for the interactive solution • Permitting system accounts and passwords for the interactive solution • IP address of the permitting database server • Group user account and password (Cisco®users only) 6.11.2 Perform Regular System Backups The Customer is responsible for including the interactive solution's server in regular system backup procedures. 6.11.3 Maintain Server Environment The interactive solution's server should reside in an environment that meets accept- able, industry-standard maintenance protocols. If the server sustains damage due to misuse, the Customer is responsible for server replacement. 6.11.4 Provide Security The interactive solution is designed to operate within the Customer's secure network environment. Specifically,the software relies on the Customer's security measures; no further security infrastructure or anti-virus software is implemented. 7/18/16 8 Selectron Technologies Statement of Work proprietary&confidential 6.11.5 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. • 7.0 Selectron Technologies, Inc. This section outlines Selectron Technologies' responsibilities regarding system implementation and maintenance. 7.1 Provide Project Management Selectron Technologies assigns a Project Manager to the system implementation. The Proj- ect Manager is the Customer's primary contact at Selectron Technologies and coordinates all necessary communication and resources. 7.2 Provide Documentation The Project Manager provides the Customer with the following documents to help facilitate the implementation process: • Implementation Questionnaire-identifies the Customer's functional needs and is used to create an implementation timetable. Each application included with this implementa- tion has its own questionnaire (refer to section 4.0. Functionality, for a list of included applications). • Remote Access Questionnaire-details information needed by Selectron Technologies to remotely access the Customer's network and permitting database, prior to system delivery and installation,to allow for complete system testing. Refer to section 6.2, Pro- vide Remote Network Access to Permitting Database, for more information. • Implementation Timetable-details project schedule and details all project milestones. • Pre-Install Checklist-prepares the Customer's staff for system installation. Once the checklist is completed and returned, the Project Manager schedules the 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 verified service functionality. 7.3 Develop Call Flow The Project Manager works with the Customer to develop and complete the call flow design. Software development cannot begin until the call flow design is completed and approved by the Customer. 7/18/16 9 Selectron Technologies Statement of Work proprietary&confidential 7.4 Provide Scoping and Development The Selectron Project Manager assigns a developer to perform the relevant development. The developer performs needs analysis, and Selectron informs the Customer of any unex- pected issues arising from the needs analysis. When approved to proceed, the developer performs the relevant development work, which may include minor call flow script updates (depending on the type of differences in the new system). During development occasional, minimal IVR downtime may be required to stop/restart the interactive solution. 7.5 Provide QA and Testing Selectron performs QA and initial testing of the IVR to ensure it can access the new system as expected. During testing occasional, minimal IVR downtime may be required to stop/ restart the interactive solution. 7.6 Perform Switchover Once the switchover date and time window are agreed upon, Selectron development per- sonnel are available during this window to perform the switchover to re-direct IVR integration from the old system to the new system. The final switchover activities involve an additional round of testing. At the conclusion of switchover activities, Selectron personnel inform the Customer to allow for customer testing (section 6.9, Validation Testing). 7.7 Issue Resolution During and following switchover, Selectron personnel fix issues reported by the Customer to ensure that the IVR functions as expected. Issue resolution specifically involves issues explicitly related to integration with the new system. Other issues should be reported to Selectron Technical Support as general support requests. 7.8 On-going System Maintenance Selectron Technologies' support plan includes repair or replacement of any failed Selectron- provided software component, a toll-free support line, and dial-in technical support for the solution.Virtual servers and OS will not be covered under the Customer's Support&Mainte- nance Agreement with Selectron. Refer to the Contract for more information. 7/18/16 •- 10 Selectron Technologies Statement of Work proprietary&confidential Appendix A: Hardware and Software Specifications A. Overview This addendum to the Statement of Work details the interactive solution's hardware and software specifications. B. Hardware The Customer will be responsible for installing the virtual server in a Microsoft Hyper-V environ- ment.Virtual servers and OS will not be covered under the Customer's Support&Maintenance Agreement with Selectron. B.1 Host Server Virtualization Environment Specifications • Microsoft Hyper-V B.2 Server Image Specifications • Windows Server 2012, R2 (License to be provided by the Customer) • 250 GB Hard Drive • 16 GB RAM C. Software C.1 Update VoicePermits IVR Software to Latest Point Release C.2 Upgrade Existing CT ADE License Keys to Latest Version D. Cisco or ShoreTel VoIP Integration The interactive solution is equipped with four(4) HMP licenses to support a VoIP integration. The Customer will provide SIP trunks to replace the existing analog phone lines. If the Customer's VoIP system does not support SIP&cannot provide SIP trunks, further evaluation will be needed to determine compatibility. Selectron will also require support from the Customer's VoIP vendor/resource for integration. The Customer will be responsible for: • Any costs associated with the VoIP equipment, licenses, upgrades, services, etc. to support the IVR VoIP integration (if applicable). • "Contacting the VoIP vendor/resource for requirements verification and pricing. If, during the implementation process, insurmountable obstacles are discovered that prevent inte- gration of the IVR solution with the Customer's VoIP system, Selectron may provide Media Gate- ways as a fallback alternative. • 7/18/16 11 Selectron TECHNOLOGIES , INC. Software License Agreement This Software License Agreement("SLA"or this"Agreement")is entered into by and between Selectron Technologies,Inc.an Oregon corporation and its successors and assigns (collectively, "Company"), and the City of Federal Way, Washington ("Customer"). Company agrees to allow Customer to use Company's computer software and associated media and printed materials,which may or may not include electronic documentation and documentation available via the Internet(collectively,the"Software"),under the terms and conditions of this SLA. By signing below,and/or by installing or otherwise using the Software with Company's permission, Customer agrees to be bound by the terms of this SLA. 1. Grant of License. third party on a permanent basis,provided that(i)Customer Subject to the terms and conditions of this SLA, Company notifies Company of the transfer in advance of the transfer; grants to Customer a non-exclusive,non-sublicensable,non- (ii) Customer ceases all use of the Software and retains no transferable and non-assignable (except as specifically set copies of the Software after the transfer;and(iii)the third- forth herein), and limited license to install and use the party recipient expressly agrees in writing to the terms of this Software solely during the Term of this Agreement (the SLA and provides the signed SLA to Company. In the event of "License").The License entitles Customer to install and use such a transfer, Customer agrees to pay any additional the Software at its principal place of business solely on a installation,set-up,or training fees arising out of the transfer single computer(unless Customer is authorized to install and of the Software to the third party(to the extent that the third use the Software on more than one computer,as set forth in party refuses or fails to pay such fees). Customer further that certain Professional Services Agreement between the agrees to allow Company or its representatives onto parties), and solely for Customer's internal business use. A Customer's premises to ensure that Customer has ceased all license for each active server,test server,or fail-over server use of the Software and not retained any copies of the must be expressly purchased for the specific use of the Software. Software on each server. Except as otherwise notified by Company,the Software may not be used in connection with 3.2 Limitation on Reverse Engineering,Decompilation,and any software not acquired from Company or recommended Disassembly. Customer may not, and may not permit any in writing by Company specifically for use with the Software. employee or third party to, reverse engineer, decompile, Except as expressly set forth in this Section 1,no other right translate, or disassemble the Software, or otherwise or license is granted to Customer with respect to the determine or attempt to determine any source code, Software. algorithms,methods,or techniques used or embodied in the Software,except and only to the extent that applicable law, Use of the Software requires that Customer use, as part of notwithstanding this limitation, expressly permits such the Software, certain third-party Runtime-Restricted Use activi ty. Software. By agreeing to this Agreement and installing and using the Software, Customer agrees to all terms and 3.3 Other Use Restrictions. Customer may not use the conditions set forth in the End User License Agreement(s) Software for any purpose other than for use on Customer's including those attached in Exhibit A. own internal computer networks, as set forth in this SLA. Customer agrees to comply with all applicable laws, rules, 2. License Fee. and regulations in its use of the Software. Customer may not, Customer agrees to pay a license fee for the above-granted and may not permit its employees or any third party to, (i) license, as set forth in accordance with the terms of that modify, translate, or create derivative works based on or certain Professional Services Agreement between Company derived from the Software;(ii)remove or alter any copyright, and Customer(the"License Fee"). The Professional Services trademark,or other proprietary notices,legends,symbols,or Agreement sets forth a payment schedule and payment labels appearing on or in the Software; (iii)perform, or terms for the License Fee, which are incorporated into and release the results of,benchmark tests or other comparisons made a part of this Agreement by this reference. of the Software with other software, media, or materials; (iv)permit the Software to be used for or in connection with 3. Other Rights and Limitations. processing data or other information on behalf of any third 3.1 Transfer of Software. Customer may not rent, lease, party;or(v)incorporate the Software or any portion thereof distribute, sell, assign, pledge, sublicense,loan, timeshare, into any other materials,products,or services. 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 3.4 Notice to Users. warrants that it is not located in, under the control of,or a Customer shall inform all Customer employees who use the national or resident of any such country or on any such list. Software under the License of all terms and conditions of the Customer shall defend,indemnify and hold Company and all SLA, and Customer acknowledges and agrees that it is successors, assigns, affiliates, suppliers, and each of their responsible for all such employee usage of the Software. officers,directors,employees,and agents harmless for,from, and against any and all claims, allegations, damages, In the event of any violation of this Section 3,Licensor may liabilities, and costs and expenses (including without immediately terminate this Agreement in accordance with limitation attorneys'fees and costs)arising out of Customer's Section 12,and shall be entitled to injunctive relief in violation of such export control laws. Customer further accordance with Section 13.9. agrees to comply with the United States Foreign Corrupt Practices Act,as amended. 4. Copyright. The Software is licensed, not sold. Customer acknowledges 7. Representations and Warranties;Warranty Disclaimer and agrees that Company or its suppliers own title to the 7.1 Customer represents and warrants that(a)it has full right Software and all present and future copyrights,trade secret and power to enter into and perform its obligations under rights, patent rights, trademark rights, and all other this Agreement,and(b)it will take all reasonable precautions intellectual property and proprietary rights in and to the to prevent injury to any persons (including employees of Software(including without limitation,all source and object Company)or damage to Company's property during the Term code, algorithms, techniques, methods, images, "applets," of this Agreement. photographs,animations,video,audio,music,text,and other content comprising and/or incorporated into the Software), 7.2 Company represents and warrants that(a)it has full right accompanying printed materials, the copy of the Software and power to enter into and perform its obligations under that Customer is permitted to make under Section 3.3,and this Agreement,and(b)it will take all reasonable precautions all updates and upgrades to and versions and derivative to prevent injury to any persons (including employees of works of the foregoing. Customer may not copy or transfer Customer) or damage to Customer's property during the the Software,except as expressly provided in Section 3 of this Term of this Agreement. Agreement. Customer may not copy the printed materials accompanying the Software without Company's prior written 7.3 Company warrants that the Software will perform approval in each instance of such proposed copying. substantially in accordance with the specifications set forth in the Scope of Work to the Professional Services Agreement, 5. Dual-Media Software. for a period of one (1) year from the date of the Contract Customer may receive the Software in more than one Execution,as that term is defined in the PremierPro Support medium. Regardless of the type or size of media Customer and Maintenance Agreement, Exhibit A. Any changes or receives, Customer may use only the single medium that is modifications to the Software by any person other than appropriate for Customer's single computer. Customer may Company,or any combination of the Software with any other not use or install the other media on another computer. materials by any person other than Company, voids this Customer may not loan, rent, lease, distribute, sell, assign, limited warranty. This limited warranty is also void if failure pledge, sublicense, timeshare, or otherwise transfer the of the Software results from transportation,neglect,misuse, media to another user or use the media for the commercial or misapplication of the Software by any person other than or other benefit of any third party, except as part of the Company; from any accident beyond Company's control; permanent transfer of the Software under Section 3.1 of this from use of the Software not in accordance with this Agreement. Agreement or documentation provided in connection with the Software;or from Customer's failure to provide a suitable 6. Export Restrictions. installation or use environment for the Software. The Software is subject to the export control laws of the United States and other countries.Customer may not export 7.4 The express warranties in Section 7.2 and 7.3 set forth or re-export the Software,unless Customer has first obtained above are in lieu of all other warranties,express,implied or Company's prior written permission and the appropriate statutory,arising from or related to this agreement and the United States and foreign government licenses, at Software provided to customer hereunder, including, but Customer's sole expense.Customer must otherwise comply not limited to, any implied warranties of merchantability, with, and contractually require that all of its employees fitness for a particular purpose,title,and non-infringement comply with, all applicable export control laws and of third party rights. Customer acknowledges that it has regulations in the use of the Software. The Software may not relied on no warranties other than the express warranties be downloaded or otherwise exported or re-exported(a)into in Section 7.2 and 7.3 of this agreement. Except for the any country for which the United States has a trade embargo, express warranty in Section 7.3 of this Agreement,Company or (b)to anyone on the U.S. Treasury Department's list of provides the software to customer "as is" and "as Specially Designated Nationals or the U.S. Commerce available,"and does not warrant that the Software will be Department's Denied Persons List. Customer represents and uninterrupted or error free,and hereby disclaims any and all liability in connection therewith.This warranty disclaimer These third-party technologies and services may include,but is made regardless of whether Company knows or had a are not limited to,operating systems,database management reason to know of Customer's particular needs. No systems, web servers, and payment processing services. employee, agent, dealer or distributor of Company is Customer is solely responsible for ensuring a secure network authorized to modify this limited warranty, or make any environment. additional warranties, whether orally, in writing, or otherwise. This Section 7.4 shall be enforceable to the fullest 9.2 Remote Access Security. extent permitted by applicable law. In order to enable code development,and Customer support and maintenance of the Software(if purchased by Customer 8. Customer Remedies;Limitation of Liability. pursuant to a separate support and maintenance 8.1 If Customer finds what it reasonably believes to be a agreement), Company requires remote access capability. failure of the Software to substantially conform to the Remote access is normally provided by installing PC- functional specifications in the Scope of Work,and provides Anywhere, ControllT, or other industry standard remote Company with a written report that describes such failure in access software. It may also be provided through a Customer sufficient detail to enable Company to reproduce such solution such as VPN access. Regardless of what method is failure, Company's and its suppliers' entire liability and used to provide remote access, or which party provides Customer's exclusive remedy is for Company to use remote access software, it is Customer's responsibility to commercially-reasonable efforts to correct or P rovide a ensure that the remote access method meets Customer's workaround for such failure at no additional charge to security requirements. Company makes no representations Customer. If, in Company's sole discretion, it provides or warranties to Customer regarding the remote access Customer with replacement Software, the replacement software's ability to meet Customer's security or privacy Software will be warranted in accordance with the provisions needs. Company also makes no recommendation for any of this Agreement for the remainder of the original warranty specific package or approach with regard to security. period or thirty(30) days, whichever is longer. Outside the Customer is solely responsible for ensuring a secure network United States, neither these remedies nor any product environment. support services offered by Company are available without proof of purchase from an authorized non-U.S.source. 9.3 Outbound Services Disclaimer. Outbound services are intended to create additional 8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE methods of communication to Customer's employees who LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY use the Software in support of existing processes. These CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, services are not intended to replace all interaction with SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT Customer's employees or become critical path. While the LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING outbound services have been created with the best available FROM OR RELATING TO THIS SLA, THE SOFTWARE, AND tools and practices, they are dependent on infrastructure RELATED DOCUMENTATION. COMPANY'S TOTAL that is inherently not fail-proof, including but not limited to CUMULATIVE LIABILITY IN CONNECTION WITH THIS SLA,THE infrastructure such as software, computer hardware, SOFTWARE,AND RELATED DOCUMENTATION, WHETHER IN network services,telephone services,and e-mail. Examples CONTRACT OR TORT OR OTHERWISE,WILL NOT EXCEED THE of situations that could cause failure include but are not AMOUNT OF THE LICENSE FEE ACTUALLY PAID TO COMPANY limited to: down phone lines, all lines busy, equipment HEREUNDER IN THE TWELVE- (12-) MONTH PERIOD failure, email address changes, internet service disruptions. IMMEDIATELY PRECEDING THE ACTION THAT GAVE RISE TO For this reason, while outbound services are valuable in THE CLAIM.CUSTOMER ACKNOWLEDGES THAT THE LICENSE providing enhanced communication,they are specifically not FEE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS designed to be used as the sole method to deliver critical SLA AND THAT COMPANY WOULD NOT ENTER INTO THIS SLA messages. Customer acknowledges that it is aware of the WITHOUT THESE LIMITATIONS ON ITS LIABILITY. potential hazards associated with relying on an automated outbound service feature, when using the Software, and 9. Network Security Disclaimer Customer acknowledges and agrees that it is giving up in 9.1 Internet Security. advance any right to sue or make any claim against Company, Company's Software may have the ability to connect to the and that Customer forever releases Company from any and Internet. The Software is designed to operate within all liability, if Customer, or Customer's employees, suffer Customer's secure network environment, and the Software injury or damage due to the failure of outbound services to does not provide any mechanism for security or privacy. operate,even though Customer does not know what or how Specifically,the Software relies fully on Customer's security extensive those injuries or damages might be. measures and implements no further security infrastructure. Company makes no representations or warranties to 10. U.S.Government End Users. Customer regarding(i)the security or privacy of Customer's 10.1 The Software is a "commercial item", as that term is network environment;or(ii)any third-party technologies'or defined at 48 C.F.R. 2.101, consisting of "commercial services'ability to meet Customer's security or privacy needs. computer software" and "commercial computer software documentation",as such terms are used in 48 C.F.R. 12.212 12.3 Company may terminate this SLA,all other agreements or 48 C.F.R.227.7202,as applicable.Consistent with 48 C.F.R. between the parties,if any,and Customer's right to continue 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, the to use the Software hereunder, immediately upon written Software is licensed to any U.S.Government end users(i)only notice if Customer breaches a material term or condition of as a commercial end item and(ii)with only those rights as are this SLA, including Customer's failure to pay the License Fee granted to all other end users pursuant to the terms and when due,and fails to cure such breach within sixty(60)days conditions herein. Company and licensor of the Software is of being notified of the breach by Company. Upon such Selectron Technologies, Inc., 12323 SW 66th Avenue, termination,Customer shall immediately cease all use of the Portland, Oregon 97223, USA. This Section 10.1,consistent Software,and Company may terminate Customer's access to with 48 C.F.R.§12.212 and 48 C.F.R.§227.7202 is in lieu of, the Software. Further, upon such termination, Customer and supersedes, any other Federal Acquisition Regulation, must promptly return all copies of the Software and related Defense Federal Acquisition Regulation Supplement,or other documentation in its possession or under its control to clause or provision that addresses United States Government Company and provide Company with written notice that it rights in computer software, technical data, or computer has done so. software documentation. 12.4 Sections 4, 7.4, 8.2, 9, 12, 13 and the rights and 10.2 Company advises that,to the extent allowed by law,the obligations therein shall survive any termination of this SLA. resultant contract terms and pricing may be extended to other State of Washington jurisdictions, public entities, 13. General Provisions. political subdivisions and government cooperative 13.1 Independent Contractor Relationship. purchasing group(s) whose processing requirements, Company's relationship with Customer will be that of an applications, specifications and standards coincide with the independent Contractor and nothing in this Agreement should processing requirements, applications, specifications and be construed to create a partnership, joint venture, or standards herewith. The extension of this contract to any employer-employee relationship. Customer is not an agent of entity is at the sole discretion of Company. A qualified entity Company and is not authorized to make any representation, choosing to join this contract shall execute a separate contract, or commitment on behalf of Company, or to bind contract with the specifications, pricing, terms and rights Company in any way. Company is not an agent of Customer provided herewith, directly between the entity and and is not authorized to make any representation,contract,or Company, and shall commit a separate purchase order and commitment on behalf of Customer, or to bind Customer in pay for supplies and services by means of their individual any way. Company will not be entitled to any of the benefits, accounting and purchasing departments. Any processing which Customer may make available to its employees,such as requirements, applications, specifications and/or standards group insurance,profit sharing or retirement benefits. not covered herewith will be developed and priced separately,based on the entity's additional requirements and 13.2 Governing Law;Jurisdiction. specifications, and appended to the new resultant This Agreement will be governed by and construed in contract. The entity shall deal directly with Company accordance with the laws of the State of Washington,without concerning the placement of orders, invoicing, contractual reference to its conflict of law provisions. The United Nations disputes and all other matters. Failure to extend this contract Convention on Contracts for the International Sale of Goods to any entity shall have no effect on the consideration of does not apply to and shall not be used to interpret this Company's current bids or agreements. Agreement.Any action or proceeding arising from or relating to this Agreement must be brought in the federal or state 11. Support and Maintenance. court located in King County,Washington. Customer may purchase support for and maintenance of the Software from Company by entering into a separate PremierPro Support and Maintenance Agreement with 13.3 Severability. Company. If any provision of this SLA is unenforceable,such provision will be changed and interpreted to accomplish the objectives 12. Term and Termination. of such provision to the greatest extent possible under 12.1 This SLA shall continue indefinitely, unless terminated applicable law,and the remaining provisions will continue in earlier in accordance with this Section 12(the"Term"). full force and effect. Without limiting the generality of the foregoing, Customer agrees that Section 8 will remain in 12.2 Customer may terminate this SLA at any time by effect notwithstanding the unenforceability of any provision returning or deleting all copies of the Software in Customer's in Section 7. possession and providing Company written notice that Customer has done so. Under no circumstances will 13.4 Contact Information. Company provide a refund of paid fees to Customer. 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., 12323 SW 66th Avenue, Portland, Oregon 97223, USA; In the event that Customer breaches any provision of Section www.stieov.com. 3,Section 4,Section 13.8,or any other material provision of this Agreement, Customer acknowledges and agrees that 13.5 Notice. there can be no adequate remedy at law to compensate All notices,consents, and other communications under this Company for such breach; that any such breach will allow Agreement must be delivered in writing by courier, by Customer or third parties to compete unfairly with Company electronic facsimile (fax), or by certified or registered mail resulting in irreparable harm to Company that would be (postage prepaid and return receipt requested)to the other difficult to measure; and, therefore, that upon any such party at the address set forth in Section 13.4 or beneath such breach or threat thereof, Company shall be entitled to party's signature,and will be effective upon receipt or three injunctive and other appropriate equitable relief(without the (3)business days after being deposited in the mail as required necessity of proving actual damages or of posting a bond or above, whichever is sooner. Either party may change its other security), in addition to whatever remedies Company address by giving notice of the new address to the other may have at law, in equity, under this Agreement, or party. otherwise. 13.6 Public Announcements. 13.10 Waiver. Customer shall cooperate with Company so that Company All waivers must be in writing. Any waiver or failure to enforce may issue a press release concerning this Agreement; any provision of this Agreement on one occasion will not be provided,however,Company may not release any such press deemed a waiver of any other provision or of such provision on release without the prior approval of Customer(which shall any other occasion. not be unreasonably withheld, delayed, or conditioned). However, without seeking prior approval in each instance, 13.11 Authority. Company shall have the right to use Customer's name as a Any person executing this Agreement in a representative customer reference, and to use Customer's trade name on capacity in so signing this Agreement acknowledges his or her Company's customer lists. authority to do so and his or her authority to bind the entity on whose behalf the Agreement is signed. 13.7 Attorneys'Fees. In the event of a dispute between Customer and Company 13.12 Entire Agreement. concerning the Software or this SLA,the prevailing party in This SLA constitutes the entire agreement between the the litigation shall be entitled to recover its reasonable parties regarding the subject hereof and supersedes all prior attorneys'fees and expenses from the other party. or contemporaneous agreements, understandings, and communication, whether written or oral. This SLA may be 13.8 Confidentiality. amended only by a written document signed by both parties. The Software and all related documentation and materials The terms on any purchase order or similar document provided to Customer under this Agreement contain valuable submitted by Customer to Company will not modify the trade secrets, copyrights, proprietary know-how, terms and conditions of this Agreement or have any force or information, algorithms, techniques, methods, processes, effect. and content (collectively for purposes of this Section 13.8, 13.13 Counterparts. "Proprietary Information and Materials") that belong to This Agreement may be signed in one or more counterparts, Company or its suppliers, and the Proprietary Information and Materials are being made available to Customer in strict each of which will be deemed to be an original copy of this confidence. ANY USE OR DISCLOSURE OF THE PROPRIETARY Agreement, and, when taken together, shall be deemed to INFORMATION AND MATERIALS, OTHER THAN IN STRICT constitute one and the same agreement. Each party agrees ACCORDANCE WITH THIS SLA, IS STRICTLY PROHIBITED AND that the delivery of this Agreement by facsimile transmission IS ACTIONABLE AS A VIOLATION OF COMPANY'S AND/OR ITS or by PDF attachment to an e-mail transmission will be SUPPLIERS' TRADE SECRETS, COPYRIGHTS, AND OTHER deemed to be an original of the Agreement so transmitted INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS, AS and, at the request of either party, the other party will WELL AS A MATERIAL BREACH OF THIS AGREEMENT. confirm facsimile or e-mail transmitted signatures by providing the original document. 13.9 Injunctive Relief. [Signature Page Follows] in Witness Whereof,the parties have caused this Agreement to be executed by their duly authorized representative. Seiectron Technologies,Inc. customer: By: To. :Johnston By: J 1 Y"V f e treLi Signed: +1 ... Signed: Title President Title: 1\14 W Date: /I /„ � Date: 11(7(6 Address: 1232366th Avenue Address: 3?? o,S g}" I-3v . S . Portland.OR 97223 4efcl LJ / w Pi 9208? Selectron TECHNOLOGIES , INC. PremierPro Support and Maintenance Agreement This PremierPro Support and Maintenance Agreement(this"Agreement")is entered effective as of the Service Date(as set forth in Exhibit A to this Agreement),by and between Selectron Technologies,Inc.,an Oregon corporation and its successors and assigns(collectively,"Company")and the City of Federal Way,Washington,("Customer"). Upon the terms and conditions of this Agreement and for the fees specified in this Agreement,Company will provide to Customer support and maintenance for the Products,as outlined below and set forth in Exhibit A to this Agreement,for the Term of the Agreement(defined below). 1.Initial Term: 5.Support and Maintenance: The initial term of this Agreement shall commence upon The PremierPro Support includes: Contract Execution Date(as that term is defined in Exhibit a. Telephone support for general use questions A),with respect to purchase of the Company product(s)to during normal business hours(6:00 a.m.to 5:00 which this Agreement relates (the "Products"), and shall p.m.Pacific Time,Monday through Friday)* continue for a period of 12 months(the"Initial Term"). A b. Use of Company's toll free number for list of the Products is attached as Exhibit A to this PremierPro Support inquiries Agreement. c. On-Line technical diagnostic support d. Software correction updates that are made 2. Renewal: generally available to Company's customers a)This Agreement will automatically renew for successive e. 24 Hours, 7 days per week, 365 days per year terms of one(1)year each(each,a"Renewal Term")unless support for emergency (system down or either party gives written notice of non-renewal at least inoperable)calls thirty(30)days before the end of the Initial Term or then- f. Development work necessary to support current Renewal Term. The Initial Term and all Renewal standard version updates to Customer's host Terms shall be collectively referred to in this Agreement as database(i.e.land management software,utility the"Term". billing software)and back-end database. This requires two(2)weeks'notice prior to planned b)The Customer shall maintain continuous coverage of its system update in order to accommodate support contracts in order to be eligible for telephone scheduling of resources.Please contact support, and other services provided hereunder. If support@STlgov.com to schedule. Customer provides notice of its intent not to renew the g. Quarterly Proactive System Review. Company Agreement for any given Renewal Term,under Section 2(a), will perform, on a quarterly basis,the following and Customer later decides to reinstate support services, system diagnostics and create a history file and the Customer must pay all fees that would otherwise have notify the primary Customer contact with the been paid had this Agreement been renewed without results of these actions: interruption. 1. Assess the current machine resources including memory,processor,and disk- 3. Termination: space utilization This Agreement may be terminated by either party at any 2. Examine log files including error logs to time and for any reason upon ninety(90)days'prior written identify any anomalous entries notice to the other party. Upon termination of this 3. Apply current validated software Agreement by either party and for any reason, Customer updates to the operating system, shall immediately pay all amounts then due to Company, device drivers, and database server but Customer shall not be responsible for paying software. subsequent fees due for the remainder of the then-current h. 'Out-of-cycle'critical updates. Updates that meet Initial Term or Renewal Term. these criteria are intended to cure failures that might be likely to cause hardware damage, 4. Fees: system unavailability,data corruption,or severe The Customer shall pay Company the service fee set forth data vulnerability. in Exhibit A to this Agreement, for the support and maintenance services described in Section 5 of this *Non-emergency calls made after normal business hours Agreement(the"PremierPro Support"). 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: support staff for response within four (4) hours. Non- This Agreement does not include,and the fee set forth in emergency calls will be directed to support personnel,and Exhibit A to this Agreement does not cover,support services will be responded to the next business day. relating to the following items: 10.Customer Contacts: a) Any support or maintenance services relating to Three (3) customer support contacts are allowed. Products that have been altered or modified by Additional contacts may be added at any time for an anyone other than Company or a third party on additional $500.00 per contact per Initial Term or then- Company's behalf. current Renewal Term. Only Customer's customer support b) Hardware replacement or software errors as a result contacts may contact Company for support services. of causes beyond Company's reasonable control. c) Version upgrades of host or backend database Customer's customer support contacts are as set forth on software. Exhibit A to this Agreement. Customer may change its d) Direct support for the required application program customer support contacts upon thirty (30) days' written interface either purchased or procured as part of the notice to Company. integrated solution. e) Enhancements, replacements, or modifications to 11. Representations and Warranties; Warranty current Product versions performed at the Customer's Disclaimer: request and not intended to resolve a product failure. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE f) Services, support, and configuration of passive fail- LAW, THE PREMIERPRO SUPPORT SERVICES AND OTHER over server(unless expressly purchased and listed in SERVICES PROVIDED HEREUNDER, AND ALL ASSOCIATED Exhibit A to this Agreement). PRODUCTS,ARE PROVIDED TO CUSTOMER"AS IS"AND AS AVAILABLE,AND COMPANY AND ITS SUPPLIERS DISCLAIM Upon Customer's request,Company may, in its discretion, ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR agree to provide one or more of the above-listed services in STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED this Section 6,at Company's then-current published hourly WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A rates or for a fixed fee. If Customer's payments under this PARTICULAR PURPOSE,TITLE AND NONINFRINGEMENT OF Agreement for PremierPro Support provided under Section THIRD PARTY RIGHTS. This warranty disclaimer is made 5 are current upon Customer's request for services regardless of whether Company knows or had a reason to described in this Section 6,and Company agrees to provide know of Customer's particular needs. No employee,agent, services described in this Section 6, Customer will receive dealer or distributor of Company is authorized to modify preferred rates for both standard and after-hours services. this warranty disclaimer, or to make any warranties, whether orally,in writing,or otherwise. 7. Hardware Maintenance: Company,at its sole discretion,may use new or refurbished 12.Limitation of Liability: parts for the repair of any Company-provided hardware in TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE connection with performance of PremierPro Support or LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY services provided under Section 6 of this Agreement. CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT 8. Customer Preventative Maintenance: LIMITED TO ANY LOST DATA AND LOST PROFITS,ARISING Customer shall perform all necessary preventative FROM OR RELATING TO THIS AGREEMENT,THE PRODUCTS, maintenance as outlined in Company's Administrative AND/OR THE PREMIERPRO SUPPORT OR OTHER SERVICES Guide, which may be updated from time to time by PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT. Company. Notwithstanding anything to the contrary in this COMPANY'S TOTAL CUMULATIVE LIABILITY IN Agreement, if Customer's failure to perform the required CONNECTION WITH THIS AGREEMENT, THE PRODUCTS, preventative maintenance is determined, in Company's AND THE PREMIERPRO SUPPORT OR OTHER SERVICES reasonable discretion,to be the cause of any support call, PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT, Customer will be billed for the support call and the services WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL required to service the Product,at Company's then-current NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO hourly rate. COMPANY HEREUNDER IN THE TWELVE- (12-) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GAVE 9. Response Times: RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT Non-emergency support calls will be responded to within THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN one(1)business day,however most calls are handled within THIS AGREEMENT AND THAT COMPANY WOULD NOT two(2)hours of receipt. For PremierPro Support calls made ENTER INTO THIS AGREEMENT WITHOUT THESE during non-business hours, an answering service takes all LIMITATIONS ON ITS LIABILITY. support calls.Calls that are placed as an emergency(system down or inoperable) will be dispatched to the on-call 13. Network Security Disclaimer: Products,and Customer acknowledges and agrees that it is giving up in advance any right to sue or make any claim 13.1 Internet Security. against Company, and that Customer forever releases Company's Products may include software that connects to Company from any and all liability, if Customer, or the Internet. The software is designed to operate within Customer's employees,suffer injury or damage due to the Customer's secure network environment,and the software failure of outbound services to operate, even though does not provide any mechanism for security or privacy. Customer does not know what or how extensive those Specifically,the software relies fully on Customer's security injuries or damages might be. measures and implements no further security infrastructure. Company makes no representations or 14.Government Contracts: warranties to Customer regarding(i)the security or privacy 14.1 In the event that Company shall perform Services of Customer's network environment;or(ii)any third-party under this Agreement in connection with any government technologies' or services' ability to meet Customer's contract or in which Customer may be the prime contractor security or privacy needs. These third-party technologies or subcontractor for a government contract, Company and services may include,but are not limited to,operating agrees to abide by all laws,rules,and regulations relating to systems,database management systems,web servers,and said government contract; provided that Customer payment processing services. Customer is solely provides a copy of the contract to Company prior to responsible for ensuring a secure network environment. execution of this Agreement. 13.2 Remote Access Security. 14.2 Company advises that,to the extent allowed by law, In order to enable code development, and Customer the resultant contract terms and pricing may be extended support and maintenance of the Products, Company to other State of Washington jurisdictions, public entities, requires remote access capability. Remote access is political subdivisions and government cooperative normally provided by installing PC-Anywhere,ControllT,or purchasing group(s) whose processing requirements, other industry standard remote access software. It may applications,specifications and standards coincide with the also be provided through a Customer solution such as VPN processing requirements, applications, specifications and access. Regardless of what method is used to provide standards herewith. The extension of this contract to any remote access, or which party provides remote access entity is at the sole discretion of Company. A qualified software,it is Customer's responsibility to ensure that the entity choosing to join this contract shall execute a separate remote access method meets Customer's security contract with the specifications, pricing, terms and rights requirements. Company makes no representations or provided herewith, directly between the entity and warranties to Customer regarding the remote access Company,and shall commit a separate purchase order and software's ability to meet Customer's security or privacy pay for supplies and services by means of their individual needs. Company also makes no recommendation for any accounting and purchasing departments. Any processing specific package or approach with regard to security. requirements,applications,specifications and/or standards Customer is solely responsible for ensuring a secure not covered herewith will be developed and priced network environment. separately, based on the entity's additional requirements and specifications, and appended to the new resultant 13.3 Outbound Services Disclaimer. contract. The entity shall deal directly with Company Outbound services are intended to create additional concerning the placement of orders,invoicing,contractual methods of communication to Customer's employees who disputes and all other matters. Failure to extend this use the Products in support of existing processes. These contract to any entity shall have no effect on the services are not intended to replace all interaction with consideration of Company's current bids or agreements. Customer's employees or become critical path. While the outbound services have been created with the best 15. Severability: available tools and practices, they are dependent on If any provision of this Agreement is unenforceable, such infrastructure that is inherently not fail-proof,including but provision will be changed and interpreted to accomplish the not limited to infrastructure such as software, computer objectives of such provision to the greatest extent possible hardware, network services, telephone services, and e- under applicable law, and the remaining provisions will mail. Examples of situations that could cause failure include continue in full force and effect. Without limiting the but are not limited to: down phone lines, all lines busy, generality of the foregoing,Customer agrees that Sections equipment failure,email address changes,internet service 12 will remain in effect notwithstanding the disruptions. For this reason,while outbound services are unenforceability of any provision in Section 11. valuable in providing enhanced communication, they are specifically not designed to be used as the sole method to 16. Force Majeure: deliver critical messages.Customer acknowledges that it is Any delay in the performance of any duties or obligations of aware of the potential hazards associated with relying on either party(except the payment of money owed)will not an automated outbound service feature, when using the be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, 20.Attorney's Fees: earthquake, flood, or any other event beyond the In the event of a dispute between Customer and Company reasonable control of such party,provided that such party concerning this Agreement, the prevailing party shall be uses reasonable efforts,under the circumstances,to notify entitled to recover its reasonable attorneys' fees and the other party of the circumstances causing the delay,to expenses from the other party. mitigate the harm or damage caused by such delay,and to resume performance as soon as possible. 21. Survival. Sections 3, 11.3, 12, 13-24 and the rights and obligations 17.Independent Contractor Relationship: therein will survive expiration or early termination of this Company's relationship with Customer will be that of an. Agreement. independent Contractor and nothing in this Agreement should be construed to create a partnership,joint venture,or 22. Waiver: employer-employee relationship. Customer is not an agent All waivers must be in writing. Any waiver or failure to of Company and is not authorized to make any enforce any provision of this Agreement on one occasion will representation, contract, or commitment on behalf of not be deemed a waiver of any other provision or of such Company,or to bind Company in any way. Company is not provision on any other occasion. an agent of Customer and is not authorized to make any representation, contract, or commitment on behalf of 23. Authority: Customer,or to bind Customer in any way. Company will not Any person executing this Agreement in a representative be entitled to any of the benefits,which Customer may make capacity in so signing this Agreement acknowledges his or available to its employees, such as group insurance, profit her authority to do so and his or her authority to bind the sharing or retirement benefits. entity on whose behalf the Agreement is signed. 18. Governing Law;Jurisdiction: 24.Entire Agreement: This Agreement will be governed by and construed in This Agreement and the attached Exhibit(s), which are accordance with the laws of the State of Washington, incorporated into and made a part of this Agreement by this without reference to its conflict of law provisions. The reference, constitute the entire agreement between the United Nations Convention on Contracts for the parties regarding the subject hereof and supersedes all International Sale of Goods does not apply to and shall not prior or contemporaneous agreements, understandings, be used to interpret this Agreement. Any action or and communication, whether written or oral. This proceeding arising from or relating to this Agreement must Agreement may be amended only by a written document be brought in the federal or state court located in King signed by both parties. The terms on any purchase order or County,Washington. similar document submitted by Customer to Company will not modify the terms and conditions of this Agreement or 19.Notice: have any force or effect. All notices,consents,and other communications under this Agreement must be delivered in writing by courier, by 25. Counterparts: electronic facsimile (fax),or by certified or registered mail This Agreement may be signed in one or more counterparts, (postage prepaid and return receipt requested)to the other each of which will be deemed to be an original copy of this party at the address set forth beneath such party's Agreement,and,when taken together,shall be deemed to signature, and will be effective upon receipt or three (3) constitute one and the same agreement. Each party agrees business days after being deposited in the mail as required that the delivery of this Agreement by facsimile above, whichever is sooner. Either party may change its transmission or by PDF attachment to an e-mail address by giving notice of the new address to the other transmission will be deemed to be an original of the party. Agreement so transmitted and, at the request of either party, the other party will confirm facsimile or e-mail transmitted signatures by providing the original document. [Signature Page Follows] In Witness Whereof,the parties have caused this Agreement to be executed by their duly authorized represeritative. Selectron Technologies,Inc. Customer: /:. By: Todd A.Johnston l Signed 2 , ,..., , .... .. : „-- e ... ....„) r Title: President Title: Date: 8h 5 I 20 1(0 Date: 8*(I4r .1.6 Address: 12323 SW 66th Avenue Address: S3 S &44‘ A`fe- &• Portland,OR•97223 e., .er..l tA)40. WA- cjø? EXHIBIT A Pricing Future Service Fee Estimates: Item Dates covered Amount Payment Due Date VoicePermits May 1,2016—April 30,2017 $7,285.00 Paid VoicePermits May 1,2017—April 30,2018 $7,645.00 April 15,2017 VoicePermits May 1,2018—April 30,2019 $8,025.00 April 15,2018 VoicePermits May 1,2019—April 30,2020 $8,425.00 April 15,2019 VoicePermits May 1,2020—April 30,2021 $8,845.00 April 15,2020 Notes: • Future service fee amounts in the table above for Renewal Terms are estimates,which may be increased or decreased. The future service fee estimates do not include increases to reflect additional functionality purchased. • Future service fee estimates for Renewal Terms are not a guarantee that Company will agree to automatic renewal of this Agreement,and future service fee estimates shall not affect Company's right to provide notice of non-renewal under Section 2 of the Agreement. Products and Licenses for which Company will Provide PremierPro Support VoicePermits System with 4 Ports • Schedule Inspections • Speak Site Address • Cancel Inspections • Permit Based Messaging • Obtain Inspection Results • VoicePermits Reporting Module • Post Inspection Results • Correction/Failure Codes Customer Support Contacts Company Name: CA T o fedora \ 1. j Address: 33 9.5 Et" &fie- c - City: [ e Qr�( G�1 State:WPF Zip: IrCO3 Contact:�p01a FILL EmailC�b ac. ltro�(1�► ephone: QS7 £TS 2-S't7 Contact: Qrkc. PQ∎00" Email Telephone: 9,5747S- ass 7. -1 Q ,r,:�.coAker `r- of 1-cow. Contact:Perwtl!k- CL Email a Te eph ne: 947—S 35-- 265? Group Email for all three contacts: ET. f"�eIecQ.Skp Gt OT"C�el'alrx�. CO • Selectron TECHNOLOGIES , INC, June 14, 2016 Thomas Fichtner, IT Manager City of Federal Way 33325 8th Ave.S. Federal Way, WA 98003 Dear Mr. Fichtner: The Selectron Voice Permits IVR system is comprised of proprietary software specifically I tailored to provide services for the City of Federal Way's community Development department. The supporting software code is part of Selectron's proprietary, intellectual property and is considered trade secret. No other party is capable of performing product updates/upgrades,enhancements, modifications, application database integration changes and technical support as we would not release the source code to any non-Selectron organization.As the sole provider and manufacturer of the VoicePermits IVR system, Selectron is the only organization that can provide these services. Additionally, no other party is authorized to provide additional capacity or hardware upgrades for our products in the United States. Please feel free to contact us if there are any questions or concerns. Sincerely, (,..------ Todd Johnston , President & CEO Selectron Technologies, Inc. 12323 SW 66th Ave.,Portland,OR 97223 V:888.784.6693 F:503.443.2052