AG 16-112 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
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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.
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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.
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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.
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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.
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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.
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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.
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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 ,
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: „-- e
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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