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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 July 22, 2014 Page 2 of 13 Selectron VOICE • WEB ' MOBIL E 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 July 22, 2014 Page 3 of 13 Selectron VOICE • WEB ' MOBIL E 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. July 22, 2014 Page 4 of 13 Selectron VOICE • WEB • MOBIL E 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. July 22, 2014 Page 5 of 13 Selectron VOICE • WEB • MOBIL E 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 July 22, 2014 Page 6 of 13 Selectron V O I C E - WEB - M O B I L E 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 July 22, 2014 Page 7 of 13 Selectron VOICE • WEB • MOBIL E 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 July 22, 2014 Page 8 of 13 Selectron VOICE • WEB • MOBIL E 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. July 22, 2014 Page 9 of 13 Selectron VOICE • WEB - MOBIL E 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. July 22, 2014 Page 10 of 13 Selectron VOICE • WEB ' MOBIL E 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. July 22, 2014 Page 11 of 13 Selectron VOICE - WEB • MOBIL E 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. July 22, 2014 Page 12 of 13 Selectron VOICE • WES • MOBIL E 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. July 22, 2014 Page 13 of 13 Selectron TECHNOLOGIES, INC. Software License Agreement This Software License Agreement ("SLA" or this "Agreement") is entered into by and between Selectron Technologies, Inc. an Oregon corporation and its successors and assigns (collectively, "Company"), and the City of 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