HomeMy WebLinkAbout14- Professional Services Agreement Selectron TechSelectron
TE C H N O L OG I ES. 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 Bozeman, Montana (the
Customer").
1. Engagement of Services.
Subject to the terms and conditions of this Agreement,
Company will render the services set forth in the Scope of Work
attached to this Agreement as Exhibit A and B (the "Project" or
the "Services"). Exhibit A outlines the services to be provided,
any associated products, and the prices. Exhibit B provides a
detailed description of the services, and any associated
products, to be provided under this Agreement. From time to
time, the parties may enter into additional Scopes of Work, in
substantially the same form as that set forth in Exhibits A and
B, for additional Services. The manner and means by which
Company chooses to complete the Project are in Company's
sole discretion and control. Customer will, at its sole expense,
make its facilities and equipment available to Company when
necessary. Company, with City's consent, may have the
Services performed by a third party/independent contractor,
provided that any such third party/independent contractor
agrees in writing to the terms of this Agreement.
2. Hardware.
Pursuant to this Agreement, and in combination with any
Company software (which shall be licensed pursuant to a
separate software license agreement), Company shall provide
Customer with third -party hardware solely for use with
Company Software (the "Hardware), as set forth in Exhibit A
and/or B. As between Customer and Company, Company shall
maintain ownership of the Hardware and all rights, titles, and
interest therein, until Customer has paid the entire Fee, as
described in Section 3. 1 below. While the Fee is being paid,
Customer shall have a limited, non -transferable, and revocable
license to use the Hardware solely in connection with
Customer's use of the software. Once Customer has paid the
entire Fee, Customer shall own the Hardware (but Customer
shall not own the Company software under any circumstances).
Customer agrees that, until the entire Fee is paid, Customer shall
be responsible for the cost of the Hardware if damaged (normal
wear and tear excluded) while in Customer's possession or under
its control. Customer acknowledges and agrees that nothing in
this Agreement shall be interpreted or construed to affect the
terms and conditions under which Customer uses the Company
software.
Customer is entitled to all third -party manufacturer warranties
as they apply to the specific Hardware provided. Manufacturer
warranty dates are based solely on the specific manufacturer
terms and conditions. Customer acknowledges and agrees that
Company shall have no obligations regarding the manufacturer
warranties of the Hardware, and that Company expressly
disclaims all warranties with respect to the Hardware, except
for the warranty in Section 6. 3 below.
3. Compensation.
3. 1 Standard Compensation.
Customer will pay Company a fee forservices rendered under this
Agreement asset forth in the Project(s) undertaken by Company,
which fee shall also cover use of the Company software (licensed
under a separate software license agreement) and use of the
Hardware ( the "Fee"). Customer shall be responsible for all
expenses incurred, that are set forth in Exhibit A of this
Agreement. Customer will also be responsible for all expenses,
with prior written approval, outside of those listed in Exhibit A of
this Agreement. Upon termination of this Agreement for any
reason, Company will be paid the Fee and expenses on
a proportional basis as stated in the Scope of Work for work
which is then in progress, to and including the effective date of
such termination. Unless other terms are set forth in the Scope
of Work for work which is in progress, Customer will pay
Company for Services and will reimburse Company for previously
approved expenses within thirty (30) days of the date of
Company's invoice.
3.2 Change Requests.
Customer agrees to the Scope of Work as set forth in Exhibits A
and B. If Customer requests a reduction in the scope, as set
forth in Exhibit A or B, or any future Scopes of Work agreed
upon by the parties, and such request is made after Company
has committed resources to the Project under the given Scope
of Work, Customer agrees to pay for all work completed on the
scope at the time of the request as set forth in Exhibit A (or the
applicable Scope of Work). However, if, during the course of a
Project, Customer wishes to increase or modify the Scope of
Work (other than a proposed reduction in the amount of Services
to be provided), Company shall provide Customer with a
modified fee estimate. If Customer accepts the modified
estimate, Company will perform the Project according to the
modified specifications after the parties sign a new Scope of Work
or after Customer issues a purchase order for the modified
Project (provided that the terms and conditions of such purchase
order will not modify this Agreement or have any force or effect).
If Customer rejects the modified estimate, Company shall have
no obligation to perform the modified Project, and the parties
agree that Company will continue to provide the Services, as
originally set forth in the Scope of Work, and Customer will
continue to pay the Fee, as originally set forth in the Scope of
Work.
4. Independent Contractor Relationship.
Company's relationship with Customer will be that of an
independent Contractor and nothing in this Agreement should be
construed to create a partnership, joint venture, or employer-
employee relationship. Customer is not an agent of Company
and is not authorized to make any representation, contract, or
commitment on behalf of Company, or to bind Company in any
way. Company is not an agent of Customer and is not authorized
to make any representation, contract, or commitment on behalf
of Customer, or to bind Customer in any way. Company will not
be entitled to any of the benefits, which Customer may make
available to its employees, such as group insurance, profitsharing
or retirement benefits.
S. Proprietary Information.
During the Term of this Agreement and the 3 years immediately
after the termination of this Agreement, the parties will take all
steps reasonably necessary to hold the other party's Proprietary
Information In confidence, will not use the other parry's
Proprietary Information in any manner or for any purpose not
expressly set forth in this Agreement, and will not disclose any
such Proprietary Information to any third party without the
disclosing party's express prior written consent. "Proprietary
Information" includes, but is not limited to (a) trade secrets,
inventions, ideas, processes, formulas, source and object codes,
data, other works of authorship, know-how, improvements,
discoveries, developments, designs and techniques; and
b) information regarding plans for research, development, new
products, marketing and selling, budgets and unpublished
financial statements, licenses, prices and costs, suppliers and
customers; and (c) information regarding the skills and
compensation of employees . Nothing will be considered to be
Proprietary Information if (1) it is readily available to the public
other than by a breach of this Agreement; (2) it has been rightfully
received by the receiving party from a third party without
confidential limitations; (3) it has been independently developed
by the receiving party without reference to or use of the
disclosing party's Proprietary Information; or (4) it was rightfully
known to the receiving party prior to its first receipt from the
disclosing party. The receiving party shall be entitled to disclose
the disclosing party's Proprietary Information if required by law
or a judicial order; provided that the receiving party first provides
prompt notice of the required disclosure to the disclosing parry,
and complies with any protective or similar order obtained by the
disclosing party limiting the required disclosure.
6. Representations and Warranties; Warranty Disclaimer.
6.1 Customer represents and warrants that (a) it has full right
and power to enter into and perform its obligations under this
Agreement, and (b) it will take all reasonable precautions to
prevent injury to any persons (including employees of Company)
or damage to Company's property during the Term of this
Agreement.
6. 2 Company represents and warrants that (a) it has full right and
power to enter into and perform its obligations under this
Agreement, and (b) it will take all reasonable precautions to
prevent injury to any persons (including employees of Customer)
or damage to Customer's property during the Term of this
Agreement.
6.3 Company warrants that any Hardware provided pursuant to
this Agreement shall operate in good working order for a period
of one (1) year from Contract Execution Date, as that term is
defined in Exhibit A of the PremierPro Support and Maintenance
Agreement. Any changes or modifications to the Hardware by
any person other than Company, or any combination of the
Hardware with other materials by any person other than
Company, voids this limited warranty. This limited warranty is
also void if failure of the Hardware results from transportation,
neglect, misuse, or misapplication of the Hardware by any
person other than Company; from any accident beyond
Company's control; from use of the Hardware not in accordance
with this Agreement or documentation provided in connection
with the Hardware; or from Customer's failure to provide a
suitable environment for the Hardware.
6.4 The express warranties in Sections 6.2 and 6.3 above are
lieu of all other warranties, express, implied or statutory,
arising from or related to this Agreement and any hardware
provided to Customer hereunder, including, but not limited to,
any implied warranties of merchantability, fitness for a
particular purpose, title, and non -infringement of third party
rights for use of the software other than as intended as
detailed in the Statement of Work in Exhibit B. Customer
acknowledges that it has relied on no warranties other than
the express warranties in Sections 6.2 and 6.3 of this
Agreement. Except for the express warranty in Section 6.3 of
this Agreement, Company provides the Services and Hardware
to Customer "as is" and "as available," and Company does not
warrant that the Services or Hardware will be uninterrupted
or error free, and Company hereby disclaims any and all
liability in connection therewith. This warranty disclaimer is
made regardless of whether Company knows or has reason to
know of Customer's particular needs. No Company employee,
agent, dealer, or distributor of Company is authorized to modify
this limited warranty, or make any additional warranties,
whether orally, in writing, or otherwise. This Section 6.4 shall
be enforceable to the fullest extent permitted by applicable
law.
7. Customer Remedies; Limitation of Liability.
7.1 If Customer finds what it reasonably believes to be a failure
of the Hardware to conform to the limited warranty in Section
6.3 of this Agreement, and provides Company with a written
report that describes such failure in sufficient detail to enable
Company to reproduce or understand such failure, Company
and its suppliers' entire liability and Customers exclusive
remedy for breach of the limited warranty in Section 6. 3
regarding the Hardware, is for Company to use commercially -
reasonable efforts to correct or provide a workaround for the
failure at no additional charge to Customer. If, in Company's
sole discretion, it provides replacement Hardware, the
replacement Hardware will be warranted in accordance with
the provisions of this Agreement for the remainder of the
original warranty period or thirty (30) days, whichever is longer.
Outside the United States, neither these remedies nor any
product support services offered by Company are available
without proof of purchase from an authorized non -U.S. source.
7. 2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO
EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL,
INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL
DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA
AND LOST PROFITS, ARISING FROM OR RELATING TO THIS
AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED
HEREUNDER, AND THE HARDWARE AND RELATED
DOCUMENTATION. COMPANY'S TOTAL CUMULATIVE LIABILITY
IN CONNECTION WITH THIS AGREEMENT, THE SERVICES
PROVIDED OR CONTEMPLATED HEREUNDER, AND THE
HARDWARE AND RELATED DOCUMENTATION, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF FEES ACTUALLY PAID TO COMPANY HEREUNDER
IN THE TWELVE- (12-) MONTH PERIOD IMMEDIATELY
PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM.
CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE
ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND
THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT
WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
8. Section Intentionally Left Blank
9. Network Security Disclaimer
9. 1 Internet Security.
Company's products may include software that connects to the
Internet. The software is designed to operate within
Customer's secure network environment, and the software
does not provide any mechanism for security or privacy.
Specifically, the software relies fully on the Customer's security
measures and implements no further security infrastructure.
Company makes no representations or warranties to Customer
regarding (i) the security or privacy of Customer's network
environment; or (ii) any third -party technologies' or services'
ability to meet Customer's security or privacy needs. These
third -party technologies and services may include, but are not
limited to, operating systems, database management systems,
web servers, and payment processing services. Customer is
solely responsible for ensuring a secure network environment.
9. 2 Remote Access Security.
In order to enable code development, and Customer support
and maintenance of the software (if purchased by Customer
pursuant to a separate support and maintenance agreement),
Company requires remote access capability. Remote access is
normally provided by installing PC -Anywhere, ControllT, or
other industry standard remote access software. It mayalso be
provided through a Customer solution such as VPN access.
Regardless of what method is used to provide remote access, or
which party provides remote access software, it is Customer's
responsibility to ensure that the remote access method meets
Customer's security requirements. Company makes no
representations or warranties to Customer regarding the
remote access software's ability to meet Customer's security or
privacy needs. Company also makes no recommendation for
any specific package or approach with regard to security.
Customer is solely responsible for ensuring a secure network
environment.
9. 3 Outbound Services Disclaimer.
Outbound services are intended to create additional methods
of communication to Customer's employees who use the
Software in support of existing processes. These services are
not intended to replace all interaction with Customers
employees or become critical path. While the outbound
services have been created with the best available tools and
practices, they are dependent on infrastructure that is
inherently not fail -proof, including but not limited to
infrastructure such as software, computer hardware, network
services, telephone services, and e-mail. Examples of situations
that could cause failure include but are not limited to: down
phone lines, all lines busy, equipment failure, email address
changes, internet service disruptions. For this reason, while
outbound services are valuable in providing enhanced
communication, they are specifically not designed to be used as
the sole method to deliver critical messages. Customer
acknowledges that it is aware of the potential hazards
associated with relying on an automated outbound service
feature, when using the Software, and Customer acknowledges
and agrees that it is giving up in advance any right to sue or
make any claim against Company, and that Customer forever
releases Company from any and all liability, if Customer, or
Customer's employees, suffer injury or damage due to the
failure of outbound services to operate, even though Customer
does not know what or how extensive those injuries or damages
might be.
10. Term and Termination.
10.1 Term.
This Agreement shall commence on the date of last signature
below and shall continue until terminated (the "Term').
10.2 Termination.
a) Either party may terminate this Agreement at any time that
there is no uncompleted Project in effect upon fifteen (15) days'
prior written notice to other party. Upon such termination by
either party, all amounts owed to Company up to and including
the effective date of termination shall become immediately due
and payable.
b) The parties agree that Customer's failure to pay any
undisputed Fees is a material breach of this Agreement. In the
event of Customer's failure to pay orother material breach of this
Agreement, either party may immediately terminate this
Agreement, the Software License Agreement, and any other
agreements between the parties, for cause, provided that either
party has failed to cure the breach within sixty (60) days' of
receiving notice of such breach from the other party. Upon such
termination, Customer shall immediately cease all use of the
software and Hardware, and Company may terminate
Customer's access to the software. Company may require that
Customer return the Hardware to Company and/or allow
Company access to Customer's facility to retrieve the Hardware.
Such termination shall not relieve Customer of its obligation to
immediately pay all amounts then due to Company.
11. Government Contracts.
11.1 In the event that Company shall perform Services under
this Agreement in connection with anygovernment contract in
which Customer may be the prime contractor or subcontractor
for a government contract, Company agrees to abide by all
laws, rules and regulations relating to said government
contract; provided that Customer provides a copy of the
contract to Company prior to execution of this Agreement.
11.2 Company advises that, to the extent allowed by law, the
resultant contract terms and pricing may be extended to other
State of Montana jurisdictions, public entities, political
subdivisions and government cooperative purchasing group(s)
whose processing requirements, applications, specifications
and standards coincide with the processing requirements,
applications, specifications and standards herewith. The
extension of this contract to any entity is at the sole discretion
of Company. A qualified entity choosing to join this contract
shall execute a separate contract with the specifications,
pricing, terms and rights provided herewith, directly between
the entity and Company, and shall commit a separate purchase
order and pay for supplies and services by means of their
individual accounting and purchasing departments. Any
processing requirements, applications, specifications and/or
standards not covered herewith will be developed and priced
separately, based on the entity's additional requirements and
specifications, and appended to the new resultant
contract. The entity shall deal directly with Company
concerning the placement of orders, invoicing, contractual
disputes and all other matters. Failure to extend this contract
to any entity shall have no effect on the consideration of
Company's current bids or agreements.
12. General Provisions.
12.1 Governing Law; Jurisdiction.
This Agreement will be governed by and construed in
accordance with the laws of the State of Montana, without
referenceto its conflicts of law provisions. The United Nations
Convention on Contracts for the International Sale of Goods
does not apply to and shall not be used to interpret this
Agreement. Any action or proceeding arising from or relating to
this Agreement must be brought in the federal or state court
located in Gallatin County, Montana.
12.2 Severability.
If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible under
applicable law and the remaining provisions will continue in full
forceandeffect. Without limiting the generality of the foregoing,
Customer agrees that Section 7 will remain in effect
notwithstanding the unenforceability of any provision in Section
6.
12.3 Notices.
All notices, consents and approvals under this Agreement must
be delivered in writing by courier, by electronic facsimile (fax), or
by certified or registered mail (postage prepaid and return receipt
requested) to the other party at the address set forth beneath
such party's signature, and will be effective upon receipt or three
3) business days after being deposited in the mail as required
above, whichever occurs sooner. Either party may change its
address by giving notice of the new address to the other party.
12.4 Force Majeure.
Any delay in the performance of any duties or obligations of
either party (except the payment of money owed) will not be
considered a breach of this Agreement if such delay is caused
by a labor dispute, shortage of materials, fire, earthquake,
flood, or any other event beyond the reasonable control of such
party, provided that such party uses reasonable efforts, under
the circumstances, to notify the other party of the
circumstances causing the delay, to mitigate the harm or
damage caused by such delay, and to resume performance as
soon as possible.
12.5 Attorneys' Fees.
In the event of a dispute between Customer and Company
concerning this Agreement, the prevailing party in the litigation
shall be entitled to recover its reasonable attorneys' fees and
expenses from the other party.
12.6 Injunctive Relief.
A breach of any of the representations, warranties, or covenants
contained in this Agreement will result in irreparable and
continuing damage to the receiving party for which there will be
no adequate remedy at law, and Customer and Company
acknowledge and agree that either party is therefore entitled to
seek injunctive relief to restrain a breach or threatened breach of
this Agreement or to specifically enforce this Agreement, without
proving that any monetary damages have been sustained and
without the requirement of posting a bond or other security. The
foregoing equitable remedy will be deemed to be non- exclusive
and in addition to all other remedies available at law or in equity.
All rights and remedies are cumulative and may be exercised
singularly or concurrently.
12.7 Survival.
Sections 5, 6.4, 7. 2, 8, 9, 10, and 12 and the rights and obligations
therein will survive termination of this Agreement for any reason.
12.8 Waiver.
All waivers must be in writing. Any waiver or failure to enforce
any provision of this Agreement on one occasion will not be
deemed a waiver of any other provision or of such provision on
any other occasion.
12.9 Authority.
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or her
authority to do so and his or her authority to bind the entity on
whose behalf the Agreement is signed.
12.10 Entire Agreement.
This Agreement and the attached Exhibits A and B, which are
incorporated into and made a part of this Agreement by this
reference, constitute the entire agreement between the parties
regarding the subject hereof and supersedes all prior or
contemporaneous agreements, understandings, and
communication, whether written or oral. This Agreement may
be amended only by a written document signed by both parties.
The terms on any purchase order or similar document
submitted by Customer to Company will not modify the terms
and conditions of this Agreement or have any force or effect.
12.11 Counterparts.
This Agreement may be signed in one or more counterparts,
each of which will be deemed to be an original copy of this
Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement. Each party agrees that
the delivery of this Agreement by facsimile transmission or by
PDF attachment to an e-mail transmission will be deemed to be
an original of the Agreement so transmitted and, at the request
of either party, the other party will confirm facsimile or e-mail
transmitted signatures by providing the original document.
Signature Page Follows]
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
By:
Signed:
Title:
Date:
Address: 12323 661h Avenue
Portland, OR 97223
Customer:
Si
l '
Signed: /
Title: yt %A
Date:
Address:
Exhibit A
Scope of Work
RELAY APPLICATION PACKS (see Application Pack Details for more information)
Quantity Item UnitPrice Extended Price
BASE APPLICATION PACKS
Utility Pack
Permit Pack
APPLICATION ADD ONS
35,000 $35,000
30,000 $30,000
2 Information Add On(s) (Utility Department) $3,000 $6,000
RELAY APPLICATION PACKS SUBTOTAL $71,000
CHANNEL LICENSES
Quantity .. Item Unit Price Extended Price
IVR Channel License (per port) $2,000 $16,000
CHANNEL LICENSE SUBTOTAL $16,000
HARDWARE & THIRD PARTY COMPONENTS
Quantity Components Unit Price Extended Price
1 Client Provided Server Setup $1,500 $1,500
HARDWARE & THIRD PARTY COMPONENTS SUBTOTAL $1,500
CONFIGURATION & CUSTOMIZATION SERVICES
Quantity Tasks Unit Price Extended Price
1 Base Configuration & Project Services Included Included
Standard Project Management Requirements, Design, Quality Assurance, Installation,
Documentation, Training
CONFIGURATION & CUSTOMIZATION SERVICES SUBTOTAL $0
TOTAL BASE RELAY INVESTMENT 88,500
BASE ANNUAL MAINTENANCE After 12 Month Warranty 13,275
See Relay Cloud Services Page for Outbound Notification Pricing, if applicable
Required Items Not Included in Selectron Technologies Relay Utility IVR System
Phone Lines & Network Services Required to Support the Installation
Host Interface Components Must Be Installed and Functioning Prior to Development
The System Does Not Include Merchant Account Provider Costs or Associated Fees, Payment Gateway Costs or Fees
Relay Application Pack Details
IVR WEB MOBILE OUTBOUND
Licensed Not Licensed Not Licensed Not Licensed
41,000 UTILITY PACK
Current Balance Owed
35,000
Last Billing Date& Amount (up to lost 6)
Last Payment Date & Amount (up to lost 6)
Next Billing Date
Manage User Name & Password
Partial Payments
Send Static Notifications
Pay -per -use using Relay Cloud Service
INFORMATIONADD DNS
3,000 12 Month Billing/ Payment History
Request email from IVR or view on web
3,000 Email Last Minute Payment Warning
30,000 PERMIT PACK
Access Inspection Results
Current Balance Owed
Permit Based Messaging
Schedule Inspections
Cancel Inspections
Post Inspection Results
30,000 Post Correction Codes
Speak Site Address
Credit Card Payment
ACH Payment
Partial Payments
Send Static Notifications
Pay -per -use using Relay Cloud Service
Each Application Pack enables functionality across various channels. However, this functionality must be enabled by
licensing the appropriate channels
Allfunctionality listed is contingent on the accessibility of the data and business logic from the application
database via an API. This includes access to email addresses for email specific functionality. Services may be
required for alternative application database access or to enhance the functionality and business rules of a
functional component.
RELAY ON PREMISE APPLICATION SCOPE
Relay enables a licensed agency to have a fully integrated, multi -channel customer service solution. All functionality is
contingent on support of the data and business rules being available from the Application database. Relay applications
include the following capabilities:
Utility Pack Functionality:
o Licensed: Voice Channels (4)
o Current Balance Owed
o Last Billing Date & Amount (up to last 6)
o Last Payment Date & Amount (up to last 6)
o Next Billing Date
o Manage User Name & Password
o Credit Card Payment
o ACH Payment
o Partial Payments
o Email of Last Minute Payments to Customer Service
Permit Pack Functionality:
o Licensed: Voice Channels (4)
o Access Inspection Results
o Current Balance Owed
o Permit Based Messaging
o Schedule Inspections
o Cancel Inspections
o Post Inspection Results
o Post Correction Codes
o Speak Site Address
o Credit Card Payment
o ACH Payment
o Partial Payments
o Send Static Notifications (Pay -per -use using Relay Cloud Services)
Application Database Integration: SunGard NaviLine Version 8.x or greater
o A Standard Application Database is defined as an Application Database that exposes the
needed data and transaction business rules via an Application Programming Interface (API).
All functionality listed in the Application Packs is contingent on the accessibility of the data
and business logic from the application database via an API.
Payments/ Payment Processor:
Below is the list of RCS -certified payment gateways:
o USA ePay (AMS)
o PayFlowPro (PayPal)
o Payments Gateway (Forte)
o Invoice Cloud
o Global Gateway e4 (First Data)
o PayPoint (First Data)
o Simple Order(CyberSource)
o Authorize.net
Total Number of IVR Ports: 8
Relay Portal: Enables the ability for a licensed Agency to monitor, report on and administer the Relay
solution. Any licensed agency is given full access to all of the management capabilities in the
Portal.
le\7IT, 14r!Yi011ITA V
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
VOICE • WEB -MOBILEE
Statement of Work
Bozeman, MT
Relay
Utilities and Building & Planning
1. Overview......................................................................................................2
1.1. Revision History................................................................................................................ 2
2. Functionality.................................................................................................3
2.1. The Relay Platform........................................................................................................... 3
2.2. Application Packs & Channels.......................................................................................... 3
2.3. Payment Processing......................................................................................................... 5
2.4. Last -Minute Payment Notification................................................................................... 5
3. System Integration........................................................................................6
3.1. Application Database Interfaces...................................................................................... 6
3.2. Payment Gateway Interfaces........................................................................................... 6
4. Deployment Model.......................................................................................8
5. Administrative Tasks.....................................................................................9
5. 1. Run System Reports......................................................................................................... 9
5.2. Configure Transfer Rules.................................................................................................. 9
5.3. Set Office Hours and Holidays.......................................................................................... 9
5.4. Append an Optional Message.......................................................................................... 9
6. Responsibilities...........................................................................................10
6.1. Selectron Technologies, Inc............................................................................................ 10
6.2. Bozeman, MT .................................................................................................................11
Selectron
VOICE • WEB • MOBIL E
1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
Selectron) to the City of Bozeman ( Bozeman or Customer). The features, functionality, and services
are provided through Selectron Technologies' Relay communication platform (Relay).
1.1. Revision History
1.0 1 Initial Release
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2. Functionality
This section details the functionality of each application included in Relay. All functions and features
are dependent upon the accessibility of the SunGard 8.x application database to provide the given
data to Relay.
2. 1. The Relay Platform
Bozeman's solution will run on Selectron's Relay platform. Relay is a multi -channel,
multi -agency platform that is designed to connect customers, constituents, and field
workers to government agencies and utilities. Relay offers interactive voice response
IVR), web, mobile, outbound, call center agent, and field worker capabilities all in a
single platform.
The following sections detail the functionality that will be implemented for Bozeman.
Additional channels, applications, and integrations that are not specified in this SOW are
not included, but may be able to be added to the system under a supplemental
statement of work. Please contact your Selectron representative for more details for
additional functionality.
2.2. Application Packs & Channels
2. 2.1. Utility Pack
Bozeman will be configured with the Utility Pack. The Utility Pack offers Bozeman's
customers with a central point of access for account management and payments.
Citizens will be able to enter an account number or phone number and access account
data, including:
Current balance owed
Last billing date and amount
Next billing date
Last payment date and amount
Payment Processing —Credit Card and E -Check
Partial Payments Acceptance (if desired)
12 -month billing/payment history
2.2. 1.1. IVR Channel
The IVR Channel for the Utility Pack provides callers with an Interactive Voice
Response (IVR) system for accessing account information and making payments
over the phone.
Citizens can call the Utility IVR channel in order to hear account information and
to make a payment. Citizens will validate their account using an account or
phone number and PIN. The IVR validates this data against the SunGard 8.x
database. Once the account is validated, the IVR will speak the current balance
owed and due date. The total amount due includes an aggregate of all current
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and delinquent amounts owed. The caller will then be given the option of
making a payment. If no payment is due, then the IVR will speak that there is
currently no payment due.
Using the IVR, callers will also be able to hear other account information as
listed in section 2.2. 1.
Callers will also be able to transfer to an agent. If a caller requests a transfer,
the IVR performs a hook -flash transfer to a number specified by Bozeman.
2. 2.2. Permits Pack
Bozeman will be configured with the Relay Permits Pack. The permits Pack offers
Bozeman's customers with a central point of access for permit information and services.
Callers will be able to enter a permit number and perform the following actions:
Hear inspection results
Post inspection results
View current permit fees owed
Hear permit based messaging
Schedule inspections
Cancel inspections
Hear correction codes
Hear site address for the permit
Payment Processing —Credit Card and E -Check
Partial Payments Acceptance (if desired)
2.2. 2. 1. IVR Channel
The IVR Channel for the Permits Pack provides callers with an Interactive Voice
Response (IVR) system for accessing and posting permit information.
Users can call the IVR and enter a permit number to access permit information
and functions. Upon entering a valid permit number, the user can schedule,
reschedule, and/or cancel inspections. The caller can leave a message for the
inspector, if they wish. After an inspection has been scheduled/ rescheduled/
canceled, the caller will receive a confirmation number.
Callers are also able to post or obtain inspection results via the IVR. When
posting results, the caller will need to enter a valid Inspector PIN number. The
PIN can be determined by Bozeman, but must be validated by the SunGard
database.
If desired, callers can be given the option to transfer to an agent. If a caller
requests a transfer, the Relay IVR performs a hook -flash transfer to a number
specified by Bozeman.
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2.3. Payment Processing
The solution accepts credit card and a -check payments, allowing callers to pay the
balance of their utility accounts including current and delinquent amounts. The payment
processing engine is a PA -DSS -Verified payment system that does not retain any
payment information — callers will need to enter their credit card/bank account
information for each transaction. Billing information must be available to the IVR/Web
channel to ensure functionality of this module.
Once a payment has been processed, the solution issues a payment confirmation
number. When taking a payment, the payment processing software validates the
payment information before passing the payment over to Bozeman's payment gateway.
When a payment is reported to the solution as successful, Relay will post an update to
Bozeman's database in real time (see the Application Database Interfaces section for
more details).
Bozeman will be able to take payments from citizens via two payment methods: Credit
Card and E -Check.
2. 3. 1. Credit Card
The interactive solution accepts Visa®, MasterCard®, Discover®, and American Express®.
Bozeman can elect to accept all or a subset of these card types. Any credit card types
not accepted by Bozeman will not be accepted by the solution. When taking a payment,
the solution verifies the credit card number and expiration date. For more security,
Bozeman can choose to verify the card holder's zip code and/or security code. All credit
card transactions are sent through the designated payment gateway.
2. 3.2. E -Check
Callers wishing to pay via E -Check will need to enter their bank routing number, bank
account number, bank account type, payment amount, and driver's license number. All
E -Check transactions are sent through the designated payment gateway.
2.4. Last -Minute Payment Notification
When a utility account holder that is scheduled for shut off makes a last minute
payment, Relay will deliver a notification to a pre -configured list of agency recipients.
This is designed to prevent accidental shut-off of a customer who has paid enough of
their delinquent amount to cancel the shut-off.
During implementation, Selectron will work with the customer to determine the content
and recipients of this message.
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3. System Integration
Relay requires two main points of system integration. These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Bozeman's SunGard 8.x
application database. We integrate to the application database in the following manner:
Utility
o Validate the account number/PIN combo input to access the account
data
o Read account information including
Current Balance Owed
Last Billing Date and Amount
Next Billing Date
Last Payment Date and Amount
Permit
o Validate the permit number input to access the permit data
o Access permit information, including
Inspection results
Current balance owed
Permit based messaging
Site address
o Provide permit -specific transactions, including
Schedule/Cancel Inspections
Post Inspection Results
Post Correction Codes
Both
o Sends back payment reconciliation data (amount paid, date/time,
associated with account/ case/ permit)
3.2. Payment Gateway Interfaces
The payment processing service is PA -DSS Verified. Integration to the payment gateway
initiates the collection and reconciliation of the payments being gathered by the
department. It is required that the payment gateway be on the list of Selectron-
certified payment gateways and that it integrates utilizing a REST/Web Service
implementation.
The Customer must select from the list of Selectron's approved payment gateways.
Approved gateways are:
USA ePay (AMS)
PayFlowPro (PayPal)
Payments Gateway (Forte)
Invoice Cloud
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Global Gateway e4 (FirstData)
PayPoint (FirstData)
Simple Order (CyberSource)
Authorize.net
If the Customer does not pick a vendor on this list, Selectron will work with Bozeman to
get the gateway of choice approved, however this may require additional professional
services and costs.
Any changes to payment processing vendors, after system development, will result in
additional professional services.
The following payment processing fees and services are not covered by the purchase of
the application:
Transaction fees
Merchant accounts
Third -party payment processing services, fees, and software
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4. Deployment Model
This implementation of Relay will be deployed on premise at Bozeman. The Customer has elected to
provide the components necessary to run the Relay IVR. As such, Bozeman will be providing a single
virtual production server for the solution.
When a Customer elects to provide virtual hardware, Selectron suggests these minimum
specifications:
Quad -Core Intel Processor
16G RAM
RAID 5 drives
MS Windows 2012 R2, 64-bit
In addition, the virtual machine must be configured with:
wmWare ESXi v5.1 and up, or Microsoft Hyper -V
When the customer is providing SQL, you must provide:
Microsoft SQL Server 2008+
Bozeman's solution is licensed for:
Eight (8) inbound VoIP/SIP IVR ports allowing for up to eight concurrent calls
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5. Administrative Tasks
This section details administrative tasks that can be performed in order to manage Relay. All system
administration for Relay is handled through the Relay Portal web application. Bozeman during the
implementation process. Additional users can be created by the Bozeman System Administrator as
needed.
The Relay Portal provides Bozeman administrators with a single platform for viewing system usage
and health, running reports, and configuring various system settings.
5.1. Run System Reports
Relay features extensive logging functionality to provide visibility into solution usage.
Bozeman administrators will be able to run system reports via the Relay Portal. Reports
that can be run by the administrator include:
Number of calls received
Length of calls
IVR port usage
Payment details
5.2. Configure Transfer Rules
Operator transfer settings (such as destination numbers and times) can be managed
using the Relay Portal.
5.3. Set Office Hours and Holidays
Relay will check against the defined office hours and holidays schedule to determine the
correct action when transferring calls. Administration of office hours and holidays can
be accomplished through the Relay Portal.
5.4. Append an Optional Message
Optional messages are configurable voice messages that can be enabled on the IVR.
Example messages can be used to inform callers of changes in office hours or upcoming
holidays. The Bozeman system administrator is responsible for recording the optional
greeting by calling the IVR and accessing the hidden administrative menu.
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6. Responsibilities
6.1. Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service initiation
and operation.
6.1. 1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service initiation. The Project
Manager is the Customer's primary contact at Selectron Technologies and coordinates
all necessary communication and resources.
6.1.2. Provide Documentation
The Project Manager provides the Customer with the following documents to help
facilitate the service initiation process:
Implementation Questionnaire- gathers critical information needed to
setup and initiate the service. This includes information on the toll free
numbers call volume, APIs, account validation information, and the types
of payments being gathered.
Remote Access Questionnaire- details information needed by Selectron
Technologies to remotely access the Customer's network and application
database, prior to system initiation, to allow for complete system testing.
Implementation Timetable- details project schedule and details all project
milestones.
Quality Assurance Test Plan- assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
Service Acceptance Sign -off Form- indicates that the Customer has verified
service functionality.
6.1.3. Develop Channel Design
The Project Manager works with the Customer to develop and complete all components
of the various channels for this project:
IVR call flow design
Software development cannot begin until these design elements are completed and
approved by the Customer.
6.1.4. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully hear utility
information and complete a transaction.
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6.1.5. Provide Administrative Training
Selectron will provide an online training session to cover the administrative functions of
Relay.
6.1.6. Provide Marketing Materials
Selectron Technologies provides marketing collateral that the Customer can use to
promote the interactive solution to citizens. Marketing collateral includes a poster, tri -
fold brochure, and business card; standard templates for each item are used. Collateral
is provided to the Customer in PDF format (original Adobe InDesign files are provided
upon request).
Marketing collateral is adapted to Bozeman's Utility and Permitting departments.
Selectron Technologies' Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. Information displayed includes the
following:
Toll free phone number(s)
Web addresses
Department logo (preferably in EPS format)
Department address
A description of functionality
Additional contact/informational phone numbers
Samples: where to find account numbers, case numbers, etc.
Any changes to the collateral that do not include the items listed above (e.g., design
changes to the template) are billed on a time and materials basis. Any changes to the
marketing materials after final delivery are also billed on a time and materials basis.
6.1.7. Installation & Training
Selectron Technologies provides two days on-site installation, testing, and training for
the interactive solution.
6.1.8. Interface Upgrades
After service initiation, SunGard 8.x may release new updates to their application or its
interface. Upgrading the Relay interface to be compatible with any SunGard 8.x (or
other application database software) may require professional services outside the
scope of this service.
6.2. Bozeman, MT
This section outlines the Customer's service initiation and maintenance requirements
and responsibilities.
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6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Bozeman with an implementation
questionnaire. The implementation questionnaire must be returned prior to developing
the call flow design and the implementation timetable.
6.2. 2. Provide Customer Specific Information
The following information should be supplied to Selectron Technologies, in conjunction
with the Implementation Questionnaire, to help create a precisely integrated product.
For further clarification on the format and detail of the following data, refer to the
Implementation Questionnaire or contact your Selectron Technologies' Project
Manager.
Street names
Observed holidays
Extensions used for transfer functions
Utility account numbering scheme
Validations used for receiving payment on a utility bill
Permit status codes and types
Inspection types and descriptions
Validations used for scheduling an inspection
Correction codes and descriptions
Permit numbering scheme
6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by
Selectron Technologies' Project Manager. This includes reviewing:
the call flow for the IVR solution
Once the channel design(s) have been approved, software development begins.
6. 2.4. Provide Remote Network Access to Application Databases
In order to fully test the interactive solution, Selectron Technologies requires access to
the application databases prior to installation. Selectron Technologies' Project Manager
provides a Remote Access Questionnaire to help Bozeman identify the necessary
requirements.
If remote access is not granted, the Customer should inform the Project Manager
immediately. While system installation can be successful without prior access to the
utility database, additional, post -installation development and testing time will be
necessary, delaying system activation by 1-2 weeks.
6.2. 5. Provide System Access
Selectron Technologies requires access to the Customer's network and database/
system. Changing or deleting access accounts could lead to disruption in service for the
interactive solution and/or Selectron Technologies' ability to provide timely support.
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Please notify Selectron Technologies immediately if the accounts for the Application
database, payment gateway or network are modified. Bozeman is responsible for
providing Selectron with appropriate application database and payment gateway
network access as defined in the System Integration section.
6.2.6. Confirm Service Functionality
Bozeman has 30 calendar days after service initiation to verify the functionality of the
interactive solutions. Within the 30 -day system acceptance period the Customer should
test system functionality using the provided Quality Assurance Test Plan. Additionally,
the System Acceptance Sign -off form must be sent to Selectron Technologies' Project
Manager within this period.
6.2. 7. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system, or C) allow access
to protected data.
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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 Bozeman, Montana ("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.
Subject to the terms and conditions of this SLA, Company
grants to Customer a non-exclusive, non-sublicensable, non-
transferable and non -assignable (except as specifically set
forth herein), and limited license to install and use the
Software solely during the Term of this Agreement (the
License"). The License entitles Customer to install and use
the Software at its principal place of business solely on a
single computer (unless Customer is authorized to install and
use the Software on more than one computer, as set forth in
that certain Professional Services Agreement between the
parties), and solely for Customers internal business use. A
license for each active server, test server, or fail -over server
must be expressly purchased for the specific use of the
Software on each server. Except as otherwise notified by
Company, the Software may not be used in connection with
any software not acquired from Company or recommended
in writing by Company specifically for use with the Software.
Except as expressly set forth in this Section 1, no other right
or license is granted to Customer with respect to the
Software.
Use of the Software requires that Customer use, as part of
the Software, certain third -party Runtime -Restricted Use
Software. By agreeing to this Agreement and installing and
using the Software, Customer agrees to all terms and
conditions set forth in the End User License Agreement(s)
including those attached in Exhibit A.
2. License Fee.
Customer agrees to pay a license fee for the above -granted
license, as set forth in accordance with the terms of that
certain Professional Services Agreement between Company
and Customer (the "License Fee"). The Professional Services
Agreement sets forth a payment schedule and payment
terms for the License Fee, which are incorporated into and
made a part of this Agreement by this reference.
3. Other Rights and Limitations.
3.1 Transfer of Software. Customer may not rent, lease,
distribute, sell, assign, pledge, sublicense, loan, timeshare,
otherwise transfer, or otherwise use the Software for the
commercial or other benefit of third parties, but Customer
may transfer the use of the Software from Customer to a
third party on a permanent basis, provided that (i) Customer
notifies Company of the transfer in advance of the transfer;
ii) Customer ceases all use of the Software and retains no
copies of the Software after the transfer; and ( iii) the third -
party recipient expressly agrees in writing to the terms of this
SLA and provides the signed SLA to Company. In the event of
such a transfer, Customer agrees to pay any additional
installation, set -u p, or training fees arising out of the transfer
of the Software to the third party (to the extent that the third
party refuses or fails to pay such fees). Customer further
agrees to allow Company or its representatives onto
Customer's premises to ensure that Customer has ceased all
use of the Software and not retained any copies of the
Software.
3.2 Limitation on Reverse Engineering, Decompilation, and
Disassembly. Customer may not, and may not permit any
employee or third party to, reverse engineer, decompile,
translate, or disassemble the Software, or otherwise
determine or attempt to determine any source code,
algorithms, methods, or techniques used or embodied in the
Software, except and only to the extent that applicable law,
notwithstanding this limitation, expressly permits such
activity.
3.3 Other Use Restrictions. Customer may not use the
Software for any purpose other than for use on Customer's
own internal computer networks, as set forth in this SLA.
Customer agrees to comply with all applicable laws, rules,
and regulations in its use of the Software. Customer may not,
and may not permit is employees or any third party to, (i)
modify, translate, or create derivative works based on or
derived from the Software; (ii) remove or alter any copyright,
trademark, or other proprietary notices, legends, symbols, or
labels appearing on or in the Software; (iii) perform, or
release the results of, benchmark tests or other comparisons
of the Software with other software, media, or materials;
iv) permit the Software to be used for or in connection with
processing data or other information on behalf of any third
party; or (v) incorporate the Software or any portion thereof
into any other materials, products, or services.
3.4 Notice to Users.
Customer shall inform all Customer employees who use the
Software under the License of all terms and conditions of the
SLA, and Customer acknowledges and agrees that it is
responsible for all such employee usage of the Software.
In the event of any violation of this Section 3, Licensor may
immediately terminate this Agreement in accordance with
Section 12, and shall be entitled to injunctive relief in
accordance with Section 13.9.
4. Copyright.
The Software is licensed, not sold. Customer acknowledges
and agrees that Company or its suppliers own title to the
Software and all present and future copyrights, trade secret
rights, patent rights, trademark rights, and all other
intellectual property and proprietary rights in and to the
Software (including without limitation, all source and object
code, algorithms, techniques, methods, images, "applets;'
photographs, animations, video, audio, music, text, and other
content comprising and/or incorporated into the Software),
accompanying printed materials, the copy of the Software
that Customer is permitted to make under Section 3.4, and
all updates and upgrades to and versions and derivative
works of the foregoing. Customer may not copy or transfer
the Software, except as expressly provided in Section 3 of this
Agreement. Customer may not copy the printed materials
accompanying the Software without Company's prior written
approval in each instance of such proposed copying.
S. Dual -Media Software.
Customer may receive the Software in more than one
medium. Regardless of the type or size of media Customer
receives, Customer may use only the single medium that is
appropriate for Customer's single computer. Customer may
not use or install the other media on another computer.
Customer may not loan, rent, lease, distribute, sell, assign,
pledge, sublicense, timeshare, or otherwise transfer the
media to another user or use the media for the commercial
or other benefit of any third party, except as part of the
permanent transfer of the Software under Section 3. 1 of this
Agreement.
6. This section intentionally left blank.
7. Representations and Warranties; Warranty Disclaimer
7.1 Customer represents and warrants that (a) it has ful I right
and power to enter into and perform its obligations under
this Agreement, and (b) it will take all reasonable precautions
to prevent injury to any persons (including employees of
Company) or damage to Company's property duringthe Term
of this Agreement.
7.2 Company represents and warrants that (a) it has full right
and power to enter Into and perform its obligations under
this Agreement, and (b) it will take all reasonable precautions
to prevent injury to any persons (including employees of
Customer) or damage to Customer's property during the
Term of this Agreement.
7.3 Company warrants that the Software will perform
substantially in accordance with the specifications set forth
in the Scope of Workto the Professional Services Agreement,
for a period of one (1) year from the date of the Contract
Execution, as that term is defined in the PremierPro Support
and Maintenance Agreement, Exhibit A. Any changes or
modifications to the Software by any person other than
Company, or any combination of the Software with any other
materials by any person other than Company, voids this
limited warranty. This limited warranty is also void if failure
of the Software results from transportation, neglect, misuse,
or misapplication of the Software by any person other than
Company; from any accident beyond Company's control;
from use of the Software not in accordance with this
Agreement or documentation provided in connection with
the Software; orfrom Customer's failure to provide a suitable
installation or use environment for the Software.
7.4 The express warranties in Section 7.2 and 7.3 set forth
above are in lieu of all other warranties, express, implied or
statutory, arising from or related to this agreement and the
Software provided to customer hereunder, including, but
not limited to, any implied warranties of merchantability,
fitness for a particular purpose, title, and non -infringement
of third party rights for use of the software other than as
intended as detailed in the Statement of Work in Exhibit B.
Customer acknowledges that it has relied on no warranties
other than the express warranties in Section 7.2 and 7.3 of
this agreement. Except for the express warranty in Section
7.3 of this Agreement, Company provides the software to
customer "as is" and "as available," and does not warrant
that the Software will be uninterrupted or error free, and
hereby disclaims any and all liability in connection
therewith. This warranty disclaimer is made regardless of
whether Company knows or had a reason to know of
Customer's particular needs. No employee, agent, dealer or
distributor of Company is authorized to modify this limited
warranty, or make any additional warranties, whether orally,
in writing, or otherwise. This Section 7.4 shall be enforceable
to the fullest extent permitted by applicable law.
8. Customer Remedies; Limitation of Liability.
8.1 If Customer finds what it reasonably believes to be a
failure of the Software to substantially conform to the
functional specifications in the Scope of Work, and provides
Company with a written report that describes such failure in
sufficient detail to enable Company to reproduce such
failure, Company's and its suppliers' entire liability and
Customer's exclusive remedy is for Company to use
commercially -reasonable efforts to correct or provide a
workaround for such failure at no additional charge to
Customer. If, in Company's sole discretion, it provides
Customer with replacement Software, the replacement
Software will be warranted in accordance with the provisions
of this Agreement for the remainder of the original warranty
period or thirty (30) days, whichever is longer. Outside the
United States, neither these remedies nor any product
support services offered by Company are available without
proof of purchase from an authorized non -U.S. source.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE,
SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS SLA, THE SOFTWARE, AND
RELATED DOCUMENTATION. COMPANY'S TOTAL
CUMULATIVE LIABILITY IN CONNECTION WITH THIS SLA, THE
SOFTWARE, AND RELATED DOCUMENTATION, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF THE LICENSE FEE ACTUALLY PAID TO COMPANY
HEREUNDER IN THE TWELVE- (12-) MONTH PERIOD
IMMEDIATELY PRECEDING THE ACTION THAT GAVE RISE TO
THE CLAIM. CUSTOMER ACKNOWLEDGES THATTHE LICENSE
FEE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS
SLA AND THAT COMPANY WOULD NOT ENTER INTO THIS SLA
WITHOUTTHESE LIMITATIONS ON ITS LIABILITY.
9. Network Security Disclaimer
9.1 Internet Security.
Company's Software may have the ability to connect to the
Internet. The Software is designed to operate within
Customer's secure network environment, and the Software
does not provide any mechanism for security or privacy.
Specifically, the Software relies fully on Customers security
measures and implements no further security infrastructure.
Company makes no representations or warranties to
Customer regarding (i) the security or privacy of Customer's
network environment; or (ii) any third -party technologies' or
services' ability to meet Customer's security or privacy needs.
These third -party technologies and services may include, but
are not limited to, operating systems, database management
systems, web servers, and payment processing services.
Customer is solely responsible for ensuring a secure network
environment.
9. 2 Remote Access Security.
In order to enable code development, and Customer support
and maintenance of the Software (if purchased by Customer
pursuant to a separate support and maintenance
agreement), Company requires remote access capability.
Remote access is normally provided by installing PC -
Anywhere, ControllT, or other industry standard remote
access software. It may also be provided through a Customer
solution such as VPN access. Regardless of what method is
used to provide remote access, or which party provides
remote access software, it is Customer's responsibility to
ensure that the remote access method meets Customer's
security requirements. Company makes no representations
or warranties to Customer regarding the remote access
software's ability to meet Customer's security or privacy
needs. Company also makes no recommendation for any
specific package or approach with regard to security.
Customer is solely responsible for ensuring a secure network
environment.
9.3 Outbound Services Disclaimer.
Outbound services are intended to create additional
methods of communication to Customer's employees who
use the Software in support of existing processes. These
services are not intended to replace all interaction with
Customers employees or become critical path. While the
outbound services have been created with the best available
tools and practices, they are dependent on infrastructure
that is inherently not fail -proof, including but not limited to
infrastructure such as software, computer hardware,
network services, telephone services, and e-mail. Examples
of situations that could cause failure include but are not
limited to: down phone lines, all lines busy, equipment
failure, email address changes, internet service disruptions.
For this reason, while outbound services are valuable in
providing enhanced communication, they are specifically not
designed to be used as the sole method to deliver critical
messages. Customer acknowledges that it is aware of the
potential hazards associated with relying on an automated
outbound service feature, when using the Software, and
Customer acknowledges and agrees that it is giving up in
advance any right to sue or make any claim against Company,
and that Customer forever releases Company from any and
all liability, if Customer, or Customers employees, suffer
injury or damage due to the failure of outbound services to
operate, even though Customer does not know what or how
extensive those injuries or damages might be.
10. U.S. Government End Users.
10.1 The Software is a "commercial item', as that term is
defined at 48 C.F.R. 2.101, consisting of "commercial
computer software" and "commercial computer software
documentation", as such terms are used in 48 C.F.R. 12.212
or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R.
12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, the
Software is licensed to any U.S. Government end users (i) only
as a commercial end item and (ii) with only those rights as are
granted to all other end users pursuant to the terms and
conditions herein. Company and licensor of the Software is
Selectron Technologies; Inc., 12323 SW 661^ Avenue,
Portland, Oregon 97223, USA. This Section 10.1, consistent
with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of,
and supersedes, any other Federal Acquisition Regulation,
Defense Federal Acquisition Regulation Supplement, or other
clause or provision that addresses United States Government
rights in computer software, technical data, or computer
software documentation.
10.2 Company advises that, to the extent allowed by law, the
resultant contract terms and pricing may be extended to
other State of Montana jurisdictions, public entities, political
subdivisions and government cooperative purchasing
group(s) whose processing requirements, applications,
specifications and standards coincide with the processing
requirements, applications, specifications and standards
herewith. The extension of this contract to any entity is at
the sole discretion of Company. A qualified entity choosing
to join this contract shall execute a separate contract with the
specifications, pricing, terms and rights provided herewith,
directly between the entity and Company, and shall commit
a separate purchase order and pay for supplies and services
by means of their individual accounting and purchasing
departments. Any processing requirements, applications,
specifications and/or standards not covered herewith will be
developed and priced separately, based on the entity's
additional requirements and specifications, and appended to
the new resultant contract. The entity shall deal directly with
Company concerning the placement of orders, invoicing,
contractual disputes and all other matters. Failure to extend
this contract to any entity shall have no effect on the
consideration of Company's current bids or agreements.
11. Support and Maintenance.
Customer may purchase support for and maintenance of the
Software from Company by entering into a separate
PremierPro Support and Maintenance Agreement with
Company.
12. Term and Termination.
12.1 This SLA shall continue indefinitely, unless terminated
earlier in accordance with this Section 12 (the "Term").
12.2 Customer may terminate this SLA at any time by
returning or deleting all copies of the Software in Customer's
possession and providing Company written notice that
Customer has done so. Under no circumstances will
Company provide a refund of paid fees to Customer.
12.3 Either party may terminate this SLA, all other
agreements between the parties, if any, and Customers right
to continue to use the Software hereunder, immediately
upon written notice if either party breaches a material term
or condition of this SLA, including Customer's failure to pay
the License Fee when due, and fails to cure such breach
within sixty (60) days of being notified of the breach by
Company. Upon such termination, Customer shall
immediately cease all use of the Software, and Company may
terminate Customer's access to the Software. Further, upon
such termination, Customer must promptly return all copies
of the Software and related documentation in its possession
or under its control to Company and provide Company with
written notice that it has done so.
12.4 Sections 4, 7.4, 8.2, 9, 12, 13 and the rights and
obligations therein shall survive any termination of this SLA.
13. General Provisions.
13.1 Independent Contractor Relationship.
Company's relationship with Customer will be that of an
independent Contractor and nothing in this Agreement should
be construed to create a partnership, joint venture, or
employer-employee relationship. Customer is not an agent of
Company and is not authorized to make any representation,
contract, or commitment on behalf of Company, or to bind
Company in any way. Company is not an agent of Customer
and is not authorized to make any representation, contract, or
commitment on behalf of Customer, or to bind Customer in
any way. Company will not be entitled to any of the benefits,
which Customer may make available to its employees, such as
group insurance, profit sharing or retirement benefits.
13.2 Governing Law; Jurisdiction.
This Agreement will be governed by and construed in
accordance with the laws of the State of Montana, without
reference to its conflict of law provisions. The United Nations
Convention on Contracts for the International Sale of Goods
does not apply to and shall not be used to interpret this
Agreement. Any action or proceeding arising from or relating
to this Agreement must be brought in the federal or state
court located in Gallatin County, Montana.
13.3 Severability.
If any provision of this SLA is unenforceable, such provision
will be changed and interpreted to accomplish the objectives
of such provision to the greatest extent possible under
applicable law, and the remaining provisions will continue in
full force and effect. Without limiting the generality of the
foregoing, Customer agrees that Section 8 will remain in
effect notwithstanding the unenforceability of any provision
in Section 7.
13.4 Contact Information.
Should Customer have any questions concerning this SLA, or
if Customer desires to contact Selectron Technologies, Inc.
for any reason, please contact us at: Selectron Technologies,
Inc., 12323 SW 66'^ Avenue, Portland, Oregon 97223, USA;
www.stigov.com.
13.5 Notice.
All notices, consents, and other communications under this
Agreement must be delivered in writing by courier, by
electronic facsimile (fax), or by certified or registered mail
postage prepaid and return receipt requested) to the other
partyatthe address setforth in Section 13.4 or beneath such
party's signature, and will be effective upon receipt or three
3) business days after being deposited in the mail as required
above, whichever is sooner. Either party may change its
address by giving notice of the new address to the other
party.
13.6 Public Announcements.
Customer shall cooperate with Company so that Company
may issue a press release concerning this Agreement;
provided, however, Company may not release any such press
release without the prior approval of Customer (which shall
not be unreasonably withheld, delayed, or conditioned).
However, without seeking prior approval in each instance,
Company shall have the right to use Customer's name as a
customer reference, and to use Customer's trade name on
Company's customer lists.
13.7 Attorneys' Fees.
In the event of a dispute between Customer and Company
concerning the Software or this SLA, the prevailing party in
the litigation shall be entitled to recover its reasonable
attorneys' fees and expenses from the other party.
13.8 Confidentiality.
The Software and all related documentation and materials
provided to Customer under this Agreement contain valuable
trade secrets, copyrights, proprietary know-how,
information, algorithms, techniques, methods, processes,
and content (collectively for purposes of this Section 13.8,
Proprietary Information and Materials") that belong to
Company or its suppliers, and the Proprietary Information
and Materials are being made available to Customer in strict
confidence. ANY USE OR DISCLOSURE OF THE PROPRIETARY
INFORMATION AND MATERIALS, OTHER THAN IN STRICT
ACCORDANCE WITH THIS SLA, IS STRICTLY PROHIBITED AND
IS ACTIONABLE AS A VIOLATION OF COMPANY'S AND/OR ITS
SUPPLIERS' TRADE SECRETS, COPYRIGHTS, AND OTHER
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS, AS
WELL AS A MATERIAL BREACH OF THIS AGREEMENT.
13.9 Injunctive Relief.
In the event that Customer breaches any provision of Section
3, Section 4, Section 13.8, or any other material provision of
this Agreement, Customer acknowledges and agrees that
there can be no adequate remedy at law to compensate
Company for such breach; that any such breach will allow
Customer or third parties to compete unfairly with Company
resulting in irreparable harm to Company that would be
difficult to measure; and, therefore, that upon any such
breach or threat thereof, Company shall be entitled to
injunctive and other appropriate equitable relief (without the
necessity of proving actual damages or of posting a bond or
other security), in addition to whatever remedies Company
may have at law, in equity, under this Agreement, or
otherwise.
13. 10 Waiver.
All waivers must be in writing. Any waiver or failure to enforce
any provision of this Agreement on one occasion will not be
deemed a waiver of any other provision or of such provision on
any other occasion.
13.11 Authority.
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or her
authority to do so and his or her authority to bind the entity
on whose behalf the Agreement is signed.
13.12 Entire Agreement.
This SLA constitutes the entire agreement between the
parties regarding the subject hereof and supersedes all prior
or contemporaneous agreements, understandings, and
communication, whether written or oral. This SLA may be
amended only by a written document signed by both parties.
The terms on any purchase order or similar document
submitted by Customer to Company will not modify the
terms and conditions of this Agreement or have any force or
effect.
13.13 Counterparts.
This Agreement may be signed in one or more counterparts,
each of which will be deemed to be an original copy of this
Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement. Each party agrees
that the delivery of this Agreement by facsimile transmission
or by PDF attachment to an e-mail transmission will be
deemed to be an original of the Agreement so transmitted
and, at the request of either party, the other party will
confirm facsimile or e-mail transmitted signatures by
providing the original document.
Signature Page Follows]
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
By: Todd A. Johnston
Signed:
Title: President
Date:
Address: 1232366t' Avenue
Portland, OR 97223
Customer:
By: CA&Is
Signed:
Title:
pmt
j-,4
Date: --
Address:
Selectron
T E C H N O L O G I E S. I N C.
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 ExhlbitA to this Agreement), by and between Selectron Technologies, Inc., an Oregon corporation and its successors
and assigns (collectively, "Company") and the City of Bozeman, Montana ("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:
The initial term of this Agreement shall commence upon
Contract Execution Date (as that term is defined in Exhibit
A), with respect to purchase of the Company product(s) to
which this Agreement relates (the "Products"), and shall
continue for a period of 12 months (the "Initial Term"). A
list of the Products is attached as Exhibit A to this
Agreement.
2. Renewal:
a) This Agreement will automatically renew for successive
terms of one (1) year each (each, a "Renewal Term") unless
either party gives written notice of non -renewal at least
thirty (30) days before the end of the initial Term or then -
current Renewal Term. The Initial Term and all Renewal
Terms shall be collectively referred to in this Agreement as
the "Term".
b) The Customer shall maintain continuous coverage of its
support contracts in order to be eligible for telephone
support, and other services provided hereunder. if
Customer provides notice of its intent not to renew the
Agreement for any given Renewal Term, under Section 2(a),
and Customer later decides to reinstate support services,
the Customer must pay all fees that would otherwise have
been paid had this Agreement been renewed without
interruption.
3. Termination:
This Agreement may be terminated by either party at any
time and for any reason upon ninety(90)days' prior written
notice to the other party. Upon termination of this
Agreement by either party and for any reason, Customer
shall immediately pay all amounts then due to Company,
but Customer shall not be responsible for paying
subsequent fees due for the remainder of the then -current
Initial Term or Renewal Term.
4. Fees:
The Customer shall pay Company the service fee set forth
in Exhibit A to this Agreement, for the support and
maintenance services described in Section 5 of this
Agreement (the " PremierPro Support").
5. Support and Maintenance:
The PremierPro Support includes:
a. Telephone support for general use questions
during normal business hours (6:00 a.m. to 5:00
p.m. Pacific Time, Monday through Friday)*
b. Use of Company's toll free number for
PremierPro Support inquiries
c. On -Line technical diagnostic support
d. Software correction updates that are made
generally available to Company's customers
e. 24 Hours, 7 days per week, 365 days per year
support for emergency (system down or
inoperable) calls
g. Development work necessary to support
standard version updates to Customer's host
database (i.e. land management software, utility
billing software) and back -end database. This
requires two (2) weeks' notice priorto planned
system update in order to accommodate
scheduling of resources. Please contact
support@STlgov.com to schedule.
h. Quarterly Proactive System Review. Company
will perform, on a quarterly basis, the following
system diagnostics and create a history file and
notify the primary Customer contact with the
results of these actions:
1. Assess the current machine resources
including memory, processor, and disk -
space utilization
2. Examine log files including error logs to
identify any anomalous entries
3. Apply current validated software
updates to the operating system,
device drivers, and database server
software.
i. 'Out -of -cycle' critical updates. Updates that meet
these criteria are intended to cure failures that
might be likely to cause hardware damage,
system unavailability, data corruption, or severe
data vulnerability.
Non -emergency calls made after normal business hours
will be billed at an hourly rate of 1.5 times the current day
labor rate, with a two hour minimum charge.
6. Support Services:
This Agreement does not include, and the fee set forth in
Exhibit A to this Agreement does not cover, support services
relating to the following items:
a) Any support or maintenance services relating to
Products that have been altered or modified by
anyone other than Company or a third party on
Company's behalf.
b) Hardware replacement or software errors as a result
of causes beyond Company's reasonable control.
c) Version upgrades of host or backend database
software.
d) Direct support for the required application program
interface either purchased or procured as part of the
integrated solution.
e) Enhancements, replacements, or modifications to
current Productversions performed at the Customer's
request and not intended to resolve a product failure.
f) Services, support, and configuration of passive fail -
over server (unless expressly purchased and listed in
Exhibit A to this Agreement).
Upon Customer's request, Company may, in its discretion,
agree to provide one or more of the above -listed services in
this Section 6, at Company's then -current published hourly
rates or for a fixed fee. If Customer's payments under this
Agreement for PremierPro Support provided under Section
5 are current upon Customer's request for services
described in this Section 6, and Company agrees to provide
services described in this Section 6, Customer will receive
preferred rates for both standard and after-hours services.
7. Hardware Maintenance:
Company, at its sole discretion, may use new or refurbished
parts for the repair of any Company -provided hardware in
connection with performance of PremierPro Support or
services provided under Section 6 of this Agreement.
8. Customer Preventative Maintenance:
Customer shall perform all necessary preventative
maintenance as outlined in Company's Administrative
Guide, which may be updated from time to time by
Company. Notwithstanding anything to the contrary in this
Agreement, if Customer's failure to perform the required
preventative maintenance is determined, in Company's
reasonable discretion, to be the cause of any support call,
Customerwill be billed forthe support call and the services
required to service the Product, at Company's then -current
hourly rate.
9. Response Times:
Non -emergency support calls will be responded to within
one (1) business day, however most calls are handled within
two (2) hours of receipt. For PremierPro Support calls made
during non -business hours, an answering service takes all
support calls. Calls that are placed as an emergency (system
down or inoperable) will be dispatched to the on-call
support staff for response within four (4) hours. Non-
emergency calls will be directed to support personnel, and
will be responded to the next business day.
10. Customer Contacts:
Three (3) customer support contacts are allowed.
Additional contacts may be added at any time for an
additional $500.00 per contact per Initial Term or then -
current Renewal Term. Only Customer's customer support
contacts may contact Company for support services.
Customer's customer support contacts are as set forth on
Exhibit A to this Agreement. Customer may change its
customer support contacts upon thirty (30) days' written
notice to Company.
11. Representations and Warranties; Warranty
Disclaimer:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE PREMIERPRO SUPPORT SERVICES AND OTHER
SERVICES PROVIDED HEREUNDER, AND ALL ASSOCIATED
PRODUCTS, ARE PROVIDED TO CUSTOMER "AS IS" AND AS
AVAILABLE, AND COMPANY AND ITS SUPPLIERS DISCLAIM
ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS FOR USE OF THE SOFTWARE OTHER
THAN AS INTENDED AS DETAILED IN THE STATEMENT OF
WORK IN EXHIBIT B. This warranty disclaimer is made
regardless of whether Company knows or had a reason to
know of Customer's particular needs. No employee, agent,
dealer or distributor of Company is authorized to modify
this warranty disclaimer, or to make any warranties,
whether orally, in writing, or otherwise.
12. Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY,
SPECIAL OR INCIDENTAL DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS AGREEMENT, THE PRODUCTS,
AND/OR THE PREMIERPRO SUPPORT OR OTHER SERVICES
PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT.
COMPANY'S TOTAL CUMULATIVE LIABILITY IN
CONNECTION WITH THIS AGREEMENT, THE PRODUCTS,
AND THE PREMIERPRO SUPPORT OR OTHER SERVICES
PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT,
WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL
NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO
COMPANY HEREUNDER IN THE TWELVE- (12-) MONTH
PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GAVE
RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT
THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN
THIS AGREEMENT AND THAT COMPANY WOULD NOT
ENTER INTO THIS AGREEMENT WITHOUT THESE
LIMITATIONS ON ITS LIABILITY.
13. Downtime Credit:
13.1 If Company materially fails to perform its obligations
under this Agreement, and such failure results in downtime
of the relevant Product that exceeds 48 hours, Customer's
sole remedy, and Company's entire liability, shall be a pro
rata refund of the fees paid, as prorated to equal the
amount of downtime ("Downtime Credit"). In order to
receive a Downtime Credit, Customer must notify Company
in writing of its request for a Downtime Credit within seven
7) days from beginning of the downtime; provided,
however, that Customer will not be entitled to any
Downtime Credit unless Customer notified Company of the
downtime within twenty-four (24) hours of beginning of the
downtime. In no event shall any Downtime Credit or the
total cumulative damages for a breach of this Agreement by
Company be more than the amounts previously paid by
Customer under this Agreement in the 12 month period
immediately preceding the applicable downtime or breach.
13.2 As used in this Agreement, Customer acknowledges
and agrees that "downtime" includes time when the
products are live and fully accepted by Customer, the
applicable Product is not accessible, but downtime does not
include regularly -scheduled maintenance or scheduled
maintenance of which Customer is given at least three (3)
days' advance notice. "Downtime" also does not include
inaccessibility of the Products caused by third parties
outside of Company's reasonable control, such as Internet
Service Providers, electricity providers, and
telecommunications service providers.
14. Network Security Disclaimer:
14.1 Internet Security.
Company's Products may include software that connects to
the Internet. The software is designed to operate within
Customer's secure network environment, and the software
does not provide any mechanism for security or privacy.
Specifically, the software relies fully on Customer's security
measures and implements no further security
infrastructure. Company makes no representations or
warranties to Customer regarding (i) the security or privacy
of Customer's network environment; or (ii) any third -party
technologies' or services' ability to meet Customer's
security or privacy needs. These third -party technologies
and services may include, but are not limited to, operating
systems, database management systems, web servers, and
payment processing services. Customer is solely
responsible for ensuring a secure network environment.
14.2 Remote Access Security.
In order to enable code development, and Customer
support and maintenance of the Products, Company
requires remote access capability. Remote access is
normally provided by installing PC -Anywhere, ControllT, or
other industry standard remote access software. It may
also be provided through a Customer solution such as VPN
access. Regardless of what method is used to provide
remote access, or which party provides remote access
software, it is Customer's responsibility to ensure that the
remote access method meets Customer's security
requirements. Company makes no representations or
warranties to Customer regarding the remote access
software's ability to meet Customer's security or privacy
needs. Company also makes no recommendation for any
specific package or approach with regard to security.
Customer is solely responsible for ensuring a secure
network environment.
14.3 Outbound Services Disclaimer.
Outbound services are intended to create additional
methods of communication to Customer's employees who
use the Products in support of existing processes. These
services are not intended to replace all interaction with
Customer's employees or become critical path. While the
outbound services have been created with the best
available tools and practices, they are dependent on
infrastructure that is inherently not fail -proof, including but
not limited to infrastructure such as software, computer
hardware, network services, telephone services, and e-
mail. Examples of situations that could cause failure include
but are not limited to: down phone lines, all lines busy,
equipment failure, email address changes, internet service
disruptions. For this reason, while outbound services are
valuable In providing enhanced communication, they are
specifically not designed to be used as the sole method to
deliver critical messages. Customer acknowledges that it is
aware of the potential hazards associated with relying on
an automated outbound service feature, when using the
Products, and Customer acknowledges and agrees that it is
giving up in advance any right to sue or make any claim
against Company, and that Customer forever releases
Company from any and all liability, if Customer, or
Customer's employees, suffer injury or damage due to the
failure of outbound services to operate, even though
Customer does not know what or how extensive those
injuries or damages might be.
15. Government Contracts:
15.1 In the event that Company shall perform Services
under this Agreement in connection with any government
contract or in which Customer may be the prime contractor
or subcontractor for a government contract, Company
agrees to abide by all laws, rules, and regulations relating to
said government contract; provided that Customer
provides a copy of the contract to Company prior to
execution of this Agreement.
15.2 Company advises that, to the extent allowed by law,
the resultant contract terms and pricing may be extended
to other State of Montana jurisdictions, public entities,
political subdivisions and government cooperative
purchasing group(s) whose processing requirements,
applications, specifications and standards coincide with the
processing requirements, applications, specifications and
standards herewith. The extension of this contract to any
entity is at the sole discretion of Company. A qualified
entity choosing to join this contract shall execute a separate
contract with the specifications, pricing, terms and rights
provided herewith, directly between the entity and
Company, and shall commit a separate purchase order and
pay for supplies and services by means of their individual
accounting and purchasing departments. Any processing
requirements, applications, specifications and/or standards
not covered herewith will be developed and priced
separately, based on the entity's additional requirements
and specifications, and appended to the new resultant
contract. The entity shall deal directly with Company
concerning the placement of orders, invoicing, contractual
disputes and all other matters. Failure to extend this
contract to any entity shall have no effect on the
consideration of Company's current bids or agreements.
16. Severability:
If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible
under applicable law, and the remaining provisions will
continue in full force and effect. Without limiting the
generality of the foregoing, Customer agrees that Sections
12 and 13 will remain in effect notwithstanding the
unenforceability of any provision in Section 11.
17. Force Majeure:
Any delay in the performance of any duties or obligations of
either party (except the payment of money owed) will not
be considered a breach of this Agreement if such delay is
caused by a labor dispute, shortage of materials, fire,
earthquake, flood, or any other event beyond the
reasonable control of such party, provided that such party
uses reasonable efforts, under the circumstances, to notify
the other party of the circumstances causing the delay, to
mitigate the harm or damage caused by such delay, and to
resume performance as soon as possible.
18. Independent Contractor Relationship:
Company's relationship with Customer will be that of an
independent Contractor and nothing in this Agreement
should be construed to create a partnership, joint venture, or
employer-employee relationship. Customer is not an agent
of Company and is not authorized to make any
representation, contract, or commitment on behalf of
Company, or to bind Company in any way. Company is not
an agent of Customer and is not authorized to make any
representation, contract, or commitment on behalf of
Customer, orto bind Customer in anyway. Companywillnot
be entitled to any of the benefits, which Customer may make
available to its employees, such as group insurance, profit
sharing or retirement benefits.
19. Governing Law, Jurisdiction:
This Agreement will be governed by and construed in
accordance with the laws of the State of Montana, without
reference to its conflict of law provisions. The United
Nations Convention on Contracts for the International Sale
of Goods does not apply to and shall not be used to
interpret this Agreement. Any action or proceeding arising
from or relating to this Agreement must be brought in the
federal or state court located In Gallatin County, Montana.
20. Notice:
All notices, consents, and other communications under this
Agreement must be delivered in writing by courier, by
electronic facsimile (fax), or by certified or registered mail
postage prepaid and return receipt requested) to the other
party at the address set forth beneath such party's
signature, and will be effective upon receipt or three (3)
business days after being deposited in the mail as required
above, whichever is sooner. Either party may change its
address by giving notice of the new address to the other
party.
21. Attorney's Fees:
In the event of a dispute between Customer and Company
concerning this Agreement, the prevailing party shall be
entitled to recover its reasonable attorneys' fees and
expenses from the other party.
22. Survival.
Sections 3, 11.3, 12, 14-25 and the rights and obligations
therein will survive expiration or early termination of this
Agreement.
23. Waiver:
All waivers must be in writing. Any waiver or failure to
enforce any provision of this Agreement on one occasion will
not be deemed a waiver of any other provision or of such
provision on any other occasion.
24. Authority:
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or
her authority to do so and his or her authority to bind the
entity on whose behalf the Agreement is signed.
25. Entire Agreement:
This Agreement and the attached Exhibit(s), which are
incorporated Into and made a part of this Agreement by this
reference, constitute the entire agreement between the
parties regarding the subject hereof and supersedes all
prior or contemporaneous agreements, understandings,
and communication, whether written or oral. This
Agreement may be amended only by a written document
signed by both parties. The terms on any purchase order or
similar document submitted by Customer to Company will
not modify the terms and conditions of this Agreement or
have any force or effect.
26. Counterparts:
This Agreement maybe signed in one or more counterparts,
each of which will be deemed to be an original copy of this
Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement. Each party agrees
that the delivery of this Agreement by facsimile
transmission or by PDF attachment to an e-mail
transmission will be deemed to be an original of the
Agreement so transmitted and, at the request of either
party, the other party will confirm facsimile or e-mail
transmitted signatures by providing the original document.
Signature Page Follows]
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
By: Tadd A. Johnston
Signed:
Title: President
r
Date, c -' 14
Address: 12323 SW 66th Avenue
Portland, OR 97223
Customer: } ,
I
By: YV/I I { U 1 '
Signed: C A
Title: 0114
Date:f 1414 -
Address; [ N' Kowe-
5la?.r
EXHIBIT A
Pricing
Future Service Fee Estimates (for Renewal Terms following the Initial Term of this Agreement):
Item Dates covered Amount Payment Due Date
Relay Utility, Permits, September 1, 2014 Included Included
Channel License to August 31, 2015
Relay Utility, Permits, September 1, 2015 13,275.00 August 15, 2015
Channel License to August 31, 2016
Relay Utility, Permits, September 1, 2016 13,935.00 August 15, 2016
Channel License to August 31, 2017
Relay Utility, Permits, September 1, 2017 14,635.00 August 15, 2017
Channel License to August 31, 2018
Relay Utility, Permits, September 1, 2018 15,365.00 August 15, 2018
Channel License to August 31, 2019
Relay Utility, Permits, September 1, 2019 16,135.00 August 15, 2019
Channel License to August 31, 2020
Notes:
Contract Execution Date is defined as the earlier of the Customer document signature date or Customer Purchase Order date for
purchased product. If no dates are identified by Customer, Company signature date will then be identified as the effective date.
The above coverage dates will be adjusted to reflect actual Contract Execution Date.
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
Utility Pack Functionality:
o Licensed: Voice Channels (4)
o Current Balance Owed
o Last Billing Date & Amount (up to last 6)
o Last Payment Date & Amount (up to last 6)
o Next Billing Date
o Manage User Name & Password
o Credit Card Payment
o ACH Payment
o Partial Payments
o Email of Last Minute Payments to Customer Service
Permit Pack Functionality:
o Licensed: Voice Channels (4)
o Access Inspection Results
o Current Balance Owed
o Permit Based Messaging
o Schedule Inspections
o Cancel Inspections
o Post Inspection Results
o Post Correction Codes
o Speak Site Address
o Credit Card Payment
o ACH Payment
o Partial Payments
o Send Static Notifications (Pay -per -use using Relay Cloud Services)
Application Database Integration: SunGard NaviLine Version 8.x or greater
Total Number of IVR Ports: 8
Relay Portal: Enables the ability for a licensed Agency to monitor, report on and administer the Relay
solution. Any licensed agency is given full access to all of the management capabilities in the
Portal.
Customer Support Contacts
Company Name:
Address
City: State: _ Zip:
Contact: Email Telephone:
Contact: Email Telephone:
Contact: Email Telephone:
Group Email for all three contacts:
Selectron
TE CHNOLOGIE S, INC,
August 20, 2014
To: Scott McMahan, IT Manager
City of Bozeman
20 East Olive, Suite 211
Bozeman, Montana 59771
Dear Mr. McMahan,
Please find two original signed contracts. If you could please sign and return one copy of the contract back to
our office at:
Selectron Technologies
Attn: Jacob Wolff
12323 SW 66th Ave.
Portland, OR 97223
We appreciate your business and look forward to establishing a longstanding relationship with the City of
Bozeman.
Sincerely,
Jacob Wolff
Account Manager
Selectron Technologies, Inc.
1
dti tw dyt
12323 SW 6611 Ave. Portland. OR 97223 V: 866.878.0048 F: 503.443.2052