Res No. 16-18 RESOLUTION NO. 16-15
A RESOLUTION OF TIE CITY OF DELRAY BEAa-L
FLORIDA APPROVING AN AGREEMENT WITH
SELECIRON TECHNOLOGIES INC. FOR UTILITIES
BILLING AND PERMIT INSPECTIONS AND BILLING;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
AGREEMENT AND TAKE ALL ACTIONS NECESSARY TO
EFFECTUATE THIS AGREEMENT; AND FOR OTHER
PURPOSES.
WI-IEREAS,the City of Delray Beach C City') is authorized to enter into agreements to provide
services,programming and products in accordance with its Charter,and
WHEREAS,the City requires managed services for permit and utilities billing and inspections.
WHEREAS, the City desires to enter into an agreement with Selectron Technologies Inc. to
obtain these products and services.
WHEREAS,the City Commission deems approval of this Resolution to be in the best interest of
the health,safety,and welfare of the residents and citizens of the City of Delray Beach and the public at
large.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF TIDE CITY
OF DELRAY BEACH,FLORIDA,AS FOLLOWS:
Section 1. The foregoing recitals are hereby affirmed and ratified.
Section 2. The City Commission of the City of Delray Beach has reviewed and hereby
approves this Agreement between the City and Selectron Technologies Inc, which is attached to this
Resolution as Exhibit A.
Section 3. The City Commission authorizes the City Manager to execute the Agreement and
any amendments and/or renewals thereto, and take any other actions necessary to effectuate this
Agreement.
Section 4. This Resolution shall become effective immediately upon adoption.
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PASSED AND ADOPTED in regular session on the day of „w ,� ,2018.
A ST: MAJOR
Katerri johns ,City Clerk
AP o� farm l sufficiency:
f,
Max Lo�Attorney
I
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Selectron
TECHNOLOGIES , INC.
Master Services and Hosting Agreement
This Master Services and Hosting Agreement (this "Agreement") by and between Selectron Technologies, Inc., an Oregon
corporation having a principal place of business at 12323 SW 66th Avenue, Portland,OR 97223, and its successors and assigns
("Selectron"),and the City of Delray Beach,Florida("Licensee").
Recitals
Whereas,as between Selectron and Licensee,Selectron is the owner of all rights,titles,and interest in and to certain software
and materials,identified more particularly in this Agreement as the"Licensed Software";and
Whereas, Selectron wishes to grant to Licensee, and Licensee desires to obtain from Selectron, certain rights to access and
use, and to permit authorized Licensee employees to access and use the Licensed Software through Selectron's application
hosting service,as more particularly described below and in accordance with the terms and conditions of this Agreement.
Now,Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following
terms and conditions,which set forth the rights,duties and obligations of the parties:
Agreement
1. Definitions in the absence of a license, would infringe the Intellectual
Property Rights associated with such preexisting work.
For purposes of this Agreement, the following terms shall
have the following meanings. Any capitalized terms used 1.5 "Documentation" shall mean the
in this Agreement that are not defined in this Section 1 standard documentation for the Licensed Software, as
shall have the meaning given to them elsewhere in this generally provided by Selectron to its other customers.
Agreement.
1.1 "Aggregate Data" means information, 1.6 "Employee" shall mean a then-current
data, and statistics about a group of individuals, employee of Licensee.
organizations, or transactions that cannot be used to 1.7 "Intellectual Property Rights" shall
identify Licensee or a particular individual, including mean all rights associated with (a) patents, designs,
Licensee Data that has been de-identified and anonymized
algorithms, and other industrial property rights; (b) works
and combined with data about other individuals and of authorship, including copyrights, "moral rights", and
transactions. derivative works thereof; (c)the protection of trade and
1.2 "Authorized User" means an Employee industrial secrets and confidential information;
that Licensee provides with access to the Licensed (d)Trademarks(as defined herein);(e)all other intellectual
and industrial property rights (of every kind and nature
Software. throughout the world and however designated),whether
arising by operation of law,contract, license, or otherwise;
1.3 "Customer Tools" means the Licensed and (f) all registrations, initial applications, divisions,
Software components and interfaces that, as described in
continuations, renewals, extensions, divisions, and re-
the Documentation, are designed and intended to be issuances of any of the foregoing, now existing or
accessed by customers of Licensee through an application
acquired in the future.
that is set up and maintained as part of the Services and/or
Licensee's website. 1.8 "Licensed Software" shall mean,
1.4 "Derivative Work" shall mean a new or
collectively, (a)the software programs that are listed in
modified work that is based on or derived from a
Exhibit A and further described in Exhibit C; (b) the
Documentation;and(c)any Updates.
preexisting work,including,without limitation,a work that
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1.9 "Licensee Data" means structured data 1.16 "Updates"shall mean any modifications,
about and identifiable to customers of Licensee, including error corrections,bug fixes,new releases,or other updates
without limitation data about transactions between such of or to Licensed Software, including the Documentation,
customers and Licensee, (a) that Licensee provides to that may be provided or otherwise made available
Selectron to enable Selectron to provide the Licensed hereunder by Selectron to Licensee during the Term.
Software and the Services, (b)that Selectron collects from
Licensee's customers to facilitate payments by those 1.17 "Work Product" means any and all work
customers to Licensee, or (c) that Selectron otherwise product, deliverables, materials, drawings, works of
collects or creates, including by automated means, in the authorship, creative works, designs, inventions,
course of performing the Services or providing the documentation, methods, processes, techniques,
Licensed Software to Licensee. software, reports, or data created or developed by
Selectron in the course of performing the Services or
1.10 "PCI Data" means Cardholder Data providing the Licensed Software,excluding Licensee Data.
(including, without limitation, Primary Account Number,
cardholder name, expiration date, and Service Code) and 2. Grant of License;Restrictions
Sensitive Authentication Data(including without limitation
full magnetic stripe data or the equivalent on a chip, 2.1 Grant of License to Use Licensed
CAV2/CVC2/CW2/CID, PINS/PIN block), as such terms are Software. Subject to the terms and conditions of this
defined by the PCI Security Standards Council. Agreement, including the End User License Agreement
("EULA") attached hereto as Exhibit D which is
1.11 "Security Incident" means a breach of incorporated into and made a part hereof, and the timely
security resulting in an unauthorized third party gaining payment of all fees hereunder, Selectron hereby grants to
access to Licensee Data if (a) such breach creates a Licensee a non-exclusive, nontransferable,
substantial risk of harm to Licensee orany individual(s)and nonsublicensable, limited license, during the Term, to
(b)the Licensee Data was accessed in unencrypted,usable, access and use the Licensed Software solely in accordance
or readable form or it is reasonably likely that the with the Documentation and the EULA and solely for
unauthorized third party has acquired or will acquire the Licensee's own internal business use. Except as set forth
decryption key or other means of converting the Licensee in this Section 2.1 or the EULA, no other right or license of
Data to readable or usable form. any kind is granted by Selectron to Licensee hereunder
with respect to the Licensed Software.
1.12 "Services" means the outbound call
management, customization, training, set-up, 2.2 Software Restrictions. Licensee hereby
configuration, or other services listed in Exhibit A and acknowledges and agrees that it shall not use the Licensed
further described in Exhibit C hereto, the Technical Software for any purpose other than the purpose for which
Support Services, and any other services Selectron Selectron has developed the Licensed Software,and that it
provides to Licensee as described herein. shall use the Licensed Software in accordance with the
EULA and all applicable laws, rules,and regulations. In the
1.13 "Technical Support.Services" means the event of any violation of this Section 2.2 or the terms of
maintenance and technical support services described in the EULA by Licensee or any person Licensee provides with
Exhibit B hereto. access to the Licensed Software (whether or not such
person is an Authorized User), Selectron may terminate
1.14 "Term"shall have the meaning set forth this Agreement in accordance with Section 11.2, and shall
in Section 11.1. be entitled to equitable relief in accordance with Section
12.5.
1.15 "Trademarks" shall mean (a) the
trademarks, trade names, and service marks used by a 2.3 Data Restrictions. Selectron hereby
party, whether registered or unregistered; (b) the acknowledges that the Licensee Data may contain
respective stylistic marks and distinctive logotypes for such sensitive, personally-identifiable information. Selectron
trademarks, trade names, and service marks; (c) such will not disclose Licensee Data to any third-party except as
other marks and logotypes as either party may designate required to perform its obligations under this Agreement
from time to time in writing; and (d) the goodwill (e.g., transmittal of PCI Data to Licensee's designated
connected with the use of and symbolized by any of the payment gateway) and will maintain and use the Licensee
foregoing. Data only for purposes of performing its obligations under
r
this Agreement. Except as otherwise expressly provided Section 3.4, Licensee shall not permit any person to access
herein, Selectron will promptly delete any Licensee Data the Licensed Software other than Employees whom
that Licensee requests in writing to be deleted (except for Licensee has designated as Authorized Users. Each
data retention required by law). individual natural person shall be a separate Authorized
User for purposes of this Agreement. Licensee shall create
2.4 Rights in Aggregate Data. or request that Selectron create unique log-in credentials,
Notwithstanding Section 2.3,Selectron may, (a)during the consisting of a"User Identification"and "User Password",
term of this Agreement,use and analyze the Licensee Data for each individual Authorized User who shall be accessing
to generate Aggregate Data and (b) during and after the the Licensed Software. Licensee hereby acknowledges
term of this Agreement,retain, use,publish,and otherwise that Licensee and its Authorized Users bear sole
disclose Aggregate Data without restriction,so long as the responsibility for protecting the confidentiality of all User
Aggregate Data is disclosed in a form in which it cannot be Passwords and shall remain fully responsible and liable for
used to identify Licensee or any particular individual(s). By (and Selectron shall not be responsible or liable for) any
way of example and without creating any limitation, unauthorized use of any User Identifications or User
Selectron may analyze the Licensee Data along with data Passwords. Licensee shall not share or disclose, and shall
gathered from other sources to generate statistics and not permit any Authorized User to share or disclose, such
analytics about success rates of municipalities in collecting Authorized User's log-in credentials with or to any other
payments in response to application notification calls. individual or entity, even if such other individual is also an
Authorized User. A User Identification may not be
3. Deliverables and Services transferred from one Authorized User to another
Authorized User. Licensee shall promptly terminate (or
3.1 Services. Selectron shall perform the cause to be terminated by requesting that Selectron
Services described in Exhibit A and Exhibit C and the terminate) the User Identification for any individual who
Technical Support Services described in Exhibit B in ceases to be an Authorized User for any reason, including
accordance with the terms of this Agreement. without limitation due to termination of such individual's
employment with Licensee. Licensee shall promptly notify
3.2 Delivery, Testing, and Acceptance. All Selectron if it discovers or suspects that any log-in
deliveries of equipment or physical goods required under credentials have been accessed or used by any person
this Agreement shall be F.C.A. Selectron's facilities. other than the Authorized User to which such log-in
Selectron shall provide Licensee with the Documentation credentials were granted, in which case Selectron shall
and access to the Licensed Software according to the promptly reset or provide Licensee with a means of
delivery, testing, and acceptance schedule and terms and resetting the password associated with such log-in
conditions set forth in Exhibit A and Exhibit C. Unless a credentials.
testing period of different duration is set forth in Exhibit A
or Exhibit C, Licensee shall have a testing period of thirty 3.4 Customer Tools. Licensee may permit its
(30) days from the date of delivery of any Licensed customers to access and use the Customer Tools solely
Software, including any customized Licensed Software, to through Licensee's website and/or an application that is
inspect and test the Licensed Software. If Licensee set up and maintained as part of the Services, and solely
provides Selectron with written notice during the for the purpose of enabling such customers to (a) receive
applicable testing period describing the Licensed notifications sent by or on behalf of Licensee, (b) make
Software's failure to substantially comply with the limited payments to Licensee,(c)view their invoices from Licensee
warranty set forth in Section 7.2 in sufficient detail to and history of payments to Licensee, and (d) update their
enable Selectron to reproduce such failure, the Service contact information with Licensee.
Fees for the non-conforming Licensed Software shall be
suspended until Selectron corrects any such substantial 3.5 Hosting. During the Term, Selectron
non-conformity. If Licensee does not provide such notice and/or its designees shall host and maintain the Licensed
during the testing teriod, the Licensed Software shall be Software,and provide access thereto,subject to the terms
deemed accepted,and Licensee's sole remedy for any non- and conditions of this Agreement and the EULA.
conformance shall be the Technical Support Services
provided hereunder. 3.6 Updates, Maintenance, and Technical
Support. During the Term, Selectron shall provide
3.3 Authorized Users; Licensee Licensee with Updates as they are made generally
Identification and Passwords. Except as provided in available by Selectron to its other customers, as well as
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maintenance and technical support, in accordance with 4.3 Disputed Amounts. Any disputed
the terms and conditions set forth in Exhibit B. Any Update charges must be presented by Licensee to Selectron in
provided or made available by Selectron hereunder shall writing within fifteen (15) days of the date of invoice, and
be deemed part of the Licensed Software and shall be the parties agree to cooperate in good faith to promptly
subject to the terms and conditions of this Agreement. resolve any disputed invoice within fifteen (15) days of
Selectron's receipt of Licensee's written notice of dispute.
3.7 Other Modifications to the Licensed In the event Licensee disputes any amounts invoiced by
Software. Licensee understands and agrees that Selectron Selectron in good faith, the undisputed amount shall be
may make modifications and updates to the Licensed paid when due, and only disputed amounts shall be
Software from time to time. Selectron may determine in withheld pending resolution of the dispute. If payment of
its sole discretion whether to provide such modifications a disputed amount has already been made and later
and updates to Licensee and its other customers as an resolution of the dispute is in Licensee's favor, a credit will
Update hereunder, or whether such modifications and be issued by Selectron to Licensee on the next invoice.
updates will be issued as a separate or new product or
premium version of the Licensed Software that is available 4.4 Fee Increases. During the Initial Term,
only at an additional charge. the Service Fees set forth in Exhibit A shall apply. After the
Initial Term (as defined in Section 11.1 below), Selectron
3.8 Further Licensee Obligations. Licensee may increase or change its fees by providing Licensee with
shall be solely responsible for acquiring and maintaining, notice of such increase or change at least ninety(90)days
at its own expense,the necessary equipment and Internet prior to the effective date of such increase or change.
and telecommunication services required to access the Licensee's sole alternative to such fee increase or change
Licensed Software and the Services. Licensee shall be to terminate this Agreement by providing notice
acknowledges that Selectron shall have no obligation to of termination to Selectron within twenty (20) days after
assist Licensee in using or accessing the Licensed Software receipt of the notice of price increase or change, which
or the Service except as expressly set forth in this termination will become effective thirty (30) days after
Agreement. such written notice of termination.
4. Fees and Payment 4.5 Taxes. All prices set forth in this
Agreement are in U.S. Dollars and are exclusive of any
4.1 Service Fees. Licensee shall pay to applicable taxes. Licensee shall pay, indemnify, and hold
Selectron service fees("Service Fees")in the amounts and Selectron harmless from all import and export duties,
according to the terms and conditions set forth in customs fees, levies, or imposts, and all sales, use, value
Exhibit A. In addition to the payment of Service Fees, added, or other taxes or governmental charges of any
unless different terms are provided for in Exhibit A, nature, including penalties and interest, and all
Licensee agrees to reimburse Selectron for all actual, government permit or license fees assessed upon or with
documented and reasonable travel and out-of-pocket respect to any products sold, leased, or licensed to
expenses incurred by Selectron in connection with the Licensee and any services rendered to Licensee; provided,
performance of any Services. however,that Licensee be responsible for paying any taxes
imposed on, or with respect to, Selectron's income,
4.2 Payment Terms. Unless different revenues, gross receipts, personnel, or real or personal
payment terms are set forth in Exhibit A, all fees and property or other assets.
expenses payable hereunder shall be due thirty (30) days
from the date of invoice, and any amounts not paid when S. Proprietary Rights
due will incur late fee charges at the rate of 1.5% per
month,or the maximum rate permitted by applicable law, As between Selectron and Licensee, Selectron and/or its
whichever is lower, calculated on a daily basis. If any licensors own and shall retain all right, title and interest,
amounts are past due and outstanding,Selectron reserves including, without limitation, all Intellectual Property
the right to suspend the licenses granted hereunder, Rights in and to the Licensed Software and any Work
suspend access to the Licensed Software, and discontinue Product resulting from performance of the Services and
the Services until all outstanding amounts are paid. any portions thereof,including without limitation any copy
Selectron is entitled to recover all costs of collection, or Derivative Work of the Licensed Software (or any
including attorney's fees and related expenses. portion thereof) and any Updates and upgrades thereto.
Licensee agrees to take any action reasonably requested
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by Selectron to evidence, maintain,enforce,or defend the For clarity, information about the Licensed Software,
foregoing. Licensee shall not take any action to jeopardize, including information about its features,functionality, and
encumber, limit, or interfere in any manner with pricing, are and shall remain the Proprietary Information
Selectron's or its licensors' ownership of and rights with of Selectron. For further clarity, Licensee Data is and shall
respect to the Licensed Software or Service, or any remain the Proprietary Information of Licensee.
Derivative Work or Update or upgrade thereto. The
Licensed Software and any Work Product are licensed, not Notwithstanding the foregoing, information will not be
sold,and Licensee shall have only those rights in and to the considered to be Proprietary Information if(a) it is readily
Licensed Software and Work Product and any Derivative available to the public other than by a breach of this
Work or Update or upgrade thereto as are expressly Agreement; (b) it has been rightfully received by the
granted to it under this Agreement,including the EULA. receiving party from a third party without confidentiality
limitations,(c)it has been independently developed by the
6. Proprietary Information receiving party without reference to or use of the
disclosing party's Proprietary Information; or (d) it was
During the Term of this Agreement and after the rightfully known to the receiving party prior to its first
termination of this Agreement, the parties will take all receipt from the disclosing party. The receiving party shall
steps reasonably necessary to hold the other party's be entitled to disclose the disclosing party's Proprietary
Proprietary Information in confidence, will not use the Information if required by law or a judicial order; provided
disclosing party's Proprietary Information in any manner that the receiving party first provides prompt notice of the
or for any purpose not expressly set forth in this required disclosure to the disclosing party, and complies
Agreement, and will not disclose any such Proprietary with any protective or similar order obtained by the
Information to any third party without the disclosing disclosing party limiting the required disclosure.
party's express prior written consent; provided, however,
that each party (the "receiving party") may disclose 7. Representations and Warranties; Warranty
Proprietary Information of the other party(the"disclosing Disclaimer.
party") (a) to such receiving party's employees, directors,
officers, contractors, and agents (collectively, 7.1 Mutual Representations. Each party
"Representatives") who have a need to know such represents and warrants to the other party that the
information and who have been advised of and have execution, delivery and performance of this Agreement
agreed to comply with the confidentiality restrictions (a)is within its corporate, municipal, or governmental
contained in this Section 6 and (b)to such third parties as powers, as the case may be (b) has been duly authorized
are authorized or directed by the disclosing party in by all necessary corporate, municipal, or governmental
writing. Each party shall be responsible and liable for the action on such party's part, and (c) does not and shall not
actions and omissions of its Representatives. "Proprietary contravene or constitute a default under, and is not and
Information" belonging to a disclosing party includes, but shall not be inconsistent with, any law, regulation,
is not limited to, such disclosing party's (a) trade secrets, judgment,decree or order,or any contract, agreement,or
inventions, ideas, processes, formulas, source and object other undertaking,applicable to such party.
codes, data, other works of authorship, know-how,
improvements, discoveries, developments, designs, and 7.2 Limited Software Warranty and
techniques; (b) information regarding its plans for Exclusive Remedy. Subject to the limitations set forth in
research, development, new products, marketing and this Agreement, Selectron represents and warrants to
selling, budgets and unpublished financial statements, Licensee that the Licensed Software, when used in
licenses, prices and costs, suppliers and customers; (c) accordance with the Documentation, shall throughout the
information regarding the skills and compensation of Term substantially conform to the functional specifications
employees, and (d) other information about or belonging in such Documentation. If Licensee finds what it
to such disclosing party that the receiving party should reasonably believes to be a failure of the Licensed
reasonably know, due to the nature of the information or Software to substantially conform to the functional
the circumstances surrounding its disclosure, is regarded specifications in the Documentation, and provides
by the disclosing party as confidential. Proprietary Selectron with a written report that describes such failure
Information includes reports, analyses, notes, and other in sufficient detail to enable Selectron to reproduce such
information or materials that contain or are derived using failure, Selectron shall use commercially reasonable
the disclosing party's Proprietary Information, even if efforts to correct or provide a workaround for such failure
developed in whole or in part by the receiving party. at no additional charge to Licensee in accordance with
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Exhibit B hereto. Outside the United States, this limited LICENSED SOFTWARE SHALL BE UNINTERRUPTED, AND
warranty is only available with proof of purchase from an HEREBY DISCLAIMS ANY AND ALL LIABILITY IN
authorized source. EXCEPT FOR THE EXPRESS WARRANTY CONNECTION THEREWITH. LICENSEE ACKNOWLEDGES
ABOVE, SELECTRON PROVIDES THE LICENSED SOFTWARE THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN
TO LICENSEE "AS IS" AND "AS AVAILABLE." SELECTRON THE EXPRESS WARRANTIES IN SECTION 7 AND SECTION
MAKES NO WARRANTY THAT ALL ERRORS, FAILURES, OR 8.55 OF THIS AGREEMENT.
DEFECTS SHALL BE CORRECTED, OR THAT ACCESS TO OR
USE OF THE LICENSED SOFTWARE SHALL BE 7.5 Defects Not Covered by Warranties.
UNINTERRUPTED, ERROR-FREE, OR SECURE. NO ORAL OR Selectron shall have no obligations under Section 7.2 to
WRITTEN INFORMATION OR ADVICE PROVIDED BY the extent any nonconformance or failure of, or error in,
SELECTRON, ITS AGENTS, OR ITS EMPLOYEES, SHALL the Licensed Software is caused by (a) use of any
CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE attachment, feature, hardware, software, or device in
SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS connection with the Licensed Software, or combination of
AGREEMENT. This Section states the entire liability of the Licensed Software with any other materials or service,
Selectron and the sole and exclusive remedy of Licensee unless the combination is performed by Selectron;
with respect to any breach of the foregoing express (b)transportation, neglect, misuse, or misapplication of
warranty. the Licensed Software,or any use of the Licensed Software
that is not in accordance with this Agreement, the EULA,
7.3 Limited Services Warranty and and/or the Documentation; (c) alteration, modification, or
Exclusive Remedy. Subject to the limitations set forth in enhancement of the Licensed Software, except as may be
this Agreement, Selectron warrants that the Services shall performed by Selectron; (d)failure to provide a suitable
be performed in a professional and workmanlike manner. use environment for all or any part of the Licensed
Selectron's sole obligation, and Licensee's exclusive Software; or (e) failure to maintain systems and
remedy for breach of the foregoing warranty, is that environments that are compatible with Updates.
Selectron shall use its commercially reasonable efforts to
re-perform the Services or otherwise cure such breach. If, 8• Security
in Selectron's sole judgement, curing the breach is not
commercially feasible,Selectron shall credit Licensee for a 8.1 Internet Security. Selectron's Licensed
portion of the fees allocable to the affected period of time Software is made available through the Internet and may
that is proportionate to the period the Services or be used to access and transfer information over the
Licensee's ability to access or use the Licensed Software Internet. Licensee is solely responsible for the security and
was impaired. integrity of information it transfers from the Licensed
Software, if any. Selectron makes no representations or
7.4 Disclaimer of Other Warranties. THE warranties to Licensee regarding(a)the security or privacy
EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 AND of Licensee's network environment, or (b) any third-party
SECTION 8.5.5 CONSTITUTE THE ONLY WARRANTIES technologies' or services' ability to meet Licensee's
MADE BY SELECTRON WITH RESPECT TO THE LICENSED security and privacy needs. These third-party technologies
SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT and services may include, but are not limited to,operating
MATTER OF THIS AGREEMENT. SELECTRON MAKES NO systems,database management systems,web servers,and
OTHER, AND HEREBY DISCLAIMS ALL OTHER, payment processing services. Licensee is solely
REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF responsible for ensuring a secure environment for
ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT information it transfers from the Licensed Software,if any.
OR BY OPERATION OF LAW), OR STATUTORY, WITH Further, Licensee acknowledges and agrees that Selectron
RESPECT TO THE LICENSED SOFTWARE,THE SERVICES, OR does not operate or control the Internet and that Selectron
ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. shall have no responsibility or liability in connection with a
SELECTRON EXPRESSLY DISCLAIMS ALL WARRANTIES OR breach of security or privacy regarding the Licensed
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A Software or information contained therein that is caused
PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, by(a)viruses, worms, Trojan horses, or other undesirable
AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF data or software;(b) unauthorized users,e.g., hackers;or
DEALING, COURSE OF PERFORMANCE, OR USAGE OF (c) any other third party or activity beyond Selectron's
TRADE. SELECTRON DOES NOT WARRANT THAT ANY USE reasonable control; in each of the foregoing cases, except
OF OR ACCESS TO THE LICENSED SOFTWARE SHALL BE to the extent caused by Selectron's breach of Section 8.4
ERROR-FREE OR SECURE, OR THAT OPERATION OF THE or 8.5.
c
8.2 Remote Access Security. In order to though Licensee does not know what or how extensive
enable code development and support and maintenance those injuries or damages might be, unless such losses
of the software, Selectron may require remote access were directly attributable to Selectron's gross negligence
capability. Remote access is normally provided by or willful misconduct.
installing PC-Anywhere, ControllT, or other industry
standard remote access software. It may also be provided 8.4 Privacy and Security Standards.
through a Licensee solution such as VPN access. Selectron agrees that it will gather, collect, receive,
Regardless of what method is used to provide remote generate, store, use, maintain, transmit, process, import,
access,or which party provides remote access software, it export, transfer and disclose the Licensee Data
is Licensee's responsibility to ensure that the remote substantially in compliance with applicable data
access method meets Licensee's security requirements. protection, security, breach notification and privacy laws,
Selectron makes no representations or warranties to rules, regulations and industry standards to which
Licensee regarding the remote access software's ability to Selectron is subject. Selectron shall, at all times, use
meet Licensee's security or privacy needs. Selectron also reasonable measures to protect the confidentiality of the
makes no recommendation for any specific package or Licensee Data in its possession or care,including technical,
approach with regard to security. Licensee is solely administrative, and physical safeguards that are
responsible for ensuring a secure network environment. appropriate given the nature of the Licensee Data.
8.3 Outbound Services Disclaimer. 8.5 PCI Compliance. Selectron warrants
Outbound services are intended to create additional that, during the Term of this Agreement, (a) all system
methods of communication for Licensee's employees who components, people, processes, and the cardholder data
use the Licensed Software in support of existing processes. environment that are used in Selectron's collection,
These services are not intended to replace all interaction transmittal, or other processing of PCI Data on behalf of
with Licensee's end users or employees. While the Licensee are and shall remain compliant with the
outbound services have been created with the best applicable provisions of PCI DSS; and (b) Selectron
available tools and practices, they are dependent on PayEngine TM, Selectron's proprietary payment application,
infrastructure that is inherently not fail-proof, including is and shall remain compliant with PA-DSS. On an annual
but not limited to infrastructure such as software, basis or upon Licensee's request, Selectron shall provide
computer hardware,network services,telephone services, Licensee with an Attestation of Compliance or Attestation
and e-mail. Examples of situations that could cause failure of Validation confirming such compliance.
include but are not limited to: down phone lines, all lines
busy, equipment failure, email address changes, and 8.6 Incident Response. In the event
Internet service disruptions. For this reason, while Selectron becomes aware of a confirmed or suspected
outbound services are valuable in providing enhanced Security Incident involving the unauthorized disclosure or
communication, they are specifically not designed to be theft of PCI Data, Selectron shall (a) notify Licensee, (b)
used as the sole method to deliver critical messages. cooperate in any investigation, (c) promptly take
Licensee acknowledges that it is aware of the potential reasonable measures to prevent further unauthorized
hazards associated with relying on an automated access or use of the Licensee Data, (d) cooperate with
outbound service feature, when using the Licensed Licensee's notification to affected individuals if such
Software, and Licensee acknowledges and agrees that it is notification is required by applicable law or regulation,and
giving up in advance any right to sue or make any claim (e) perform all such other acts, or cooperate with
against Selectron, and that Licensee forever releases Licensee's performance of all such other acts, that are
Selectron from any and all liability caused by(a) any failed required with respect to such Security Incident by
call attempts (including excess of calls over and above applicable law or regulation.
network or system capacity),incomplete calls,or any busy-
outs;(b) any failure to transmit,obtain or collect data from 8.7 Limited Scope of PCI Data Processing.
callers or for human and machine errors, faulty or The parties acknowledge that Selectron's sole processing
erroneous input, inarticulate caller communication, caller of PCI Data on behalf of Licensee shall consist of (a)
delays or call lengths exceeding estimated call lengths or collecting PCI Data needed to facilitate payments to
omissions, delays and losses in connection with the Licensee, (b) transmitting such PCI Data to a third party
Services provided hereunder; or(c) if Licensee, Licensee's payment gateway designated by Licensee, and (c)
employees, or Licensee's end user suffer injury or damage receiving confirmation via the payment gateway that the
due to the failure of outbound services to operate, even payment transaction has been completed. After
i
transmittal of PCI Data to the payment gateway,Selectron infringing materials; (b) replace or modify the potentially
will not retain, store, or continue to use or process such infringing materials to make them non-infringing; or
PCI Data. (c)terminate this Agreement and provide Licensee with a
refund equal to the set-up fees paid by Licensee, less an
8.8 Data Transfers Between Licensee and amount equal to the depreciated portion of such fees
Selectron. The parties acknowledge that, to facilitate calculated on a five (5) year straight-line basis. This
providing the Services and the Licensed Software, Section 9.1 states the entire liability of Selectron and the
Selectron and Licensee shall regularly transfer Licensee exclusive remedy of Licensee with respect to infringement
Data to each other. Licensee,not Selectron,is responsible of any third-party intellectual property or other rights,
for providing and maintaining a secure file transfer whether under theory of warranty, indemnity, or
protocol for such transfer of Licensee Data, and shall be otherwise.
responsible for maintaining the security of the system
components, environment, and procedures of such file 9.2 Infringement Indemnity Obligations of
transfer protocol. Licensee. Selectron shall have no liability for any claim
based upon (a)the use, operation, or combination of the
8.9 Licensee's Privacy Practices. Licensee Licensed Software with non-Selectron programs, data,
acknowledges that the Licensee Data includes information equipment, or documentation if liability would have been
about individuals with whom Licensee, rather than avoided but for such use, operation, or combination;
Selectron, has direct relationships. Therefore, it is (b) use of other than the then-current, unaltered version
Licensee's obligation, and not Selectron's obligation, to of the Licensed Software that incorporates all Updates;
provide any privacy notices or disclosures to, and obtain (c) Licensee's or its agents' or Employees' activities after
any consent from, such individuals as may be required by Selectron has notified Licensee that Selectron believes
applicable law with respect to processing of the Licensee such activities may result in infringement; (d) any
Data by Selectron on Licensee's behalf. Licensee modifications to or markings of the Licensed Software that
represents, warrants, and covenants to Selectron that (a) are not specifically authorized in writing by Selectron;
Licensee has the authority to transmit the Licensee Data to (e)any third party software; (f)any Licensee Data; or
Selectron; and (b) Selectron's collection, storage, (g)Licensee's breach or alleged breach of this Agreement.
transmittal, and other processing of the Licensee Data on To the extent permitted by Section 768.28,
behalf of Licensee,as described in the Documentation and Florida Statutes, Licensee shall indemnify, defend,
this Agreement, does not and will not violate any and hold Selectron harmless for, from and against all
applicable laws, regulations, ordinances, contracts, liabilities,costs, damages, and expenses awarded against
policies,orders,or decrees to which Licensee is subject. or incurred by Selectron in such action(s) that are
attributable to such claim.
9. Indemnification
9.3 Security Related Indemnity Obligations
9.1 Infringement Indemnity Obligations of of Selectron. If an investigation performed by a qualified
Selectron. Selectron shall defend any action brought third party forensic investigator confirms that a Security
against Licensee to the extent it is based on a third party Incident was caused solely by an act or omission of
claim that use by Licensee of the Licensed Software as Selectron, including any security vulnerability in system
furnished hereunder, which use is in accordance with the components, procedures, or environments owned or
terms and conditions of this Agreement, directly infringes controlled by Selectron, then Selectron shall defend,
or misappropriates any valid United States patent, indemnify, and hold harmless Licensee for, from and
copyright, or trade secret. Selectron shall pay any against all liabilities, costs, damages, fines, penalties, and
liabilities, costs, damages, and expenses (including expenses (including reasonable attorney's fees) incurred
reasonable attorney's fees) finally awarded against by Licensee as a result of such Security Incident, including
Licensee in such action that are attributable to such claim. the reasonable costs of investigation and reasonable costs
Licensee agrees to promptly notify Selectron of any known of notification to affected individuals and providing credit
or suspected infringement or misappropriation of monitoring or other fraud prevention services, but only to
Selectron's proprietary rights of which Licensee becomes the extent such notification, credit monitoring, or other
aware. Should the Licensed Software become, or be likely fraud prevention services are required by applicable laws,
to become in Selectron's opinion,the subject of any claim regulations, a court order or consent decree, or the terms
of infringement, Selectron may, at its option (a) procure of a settlement and release of claims arising from such
for Licensee the right to continue using the potentially Security Incident that Selectron has consented to
(collectively,"Losses").
fl
I
9.4 Security Related Indemnity Obligations claim,the indemnitee will (upon delivering notice to such
of Licensee. Selectron shall have no liability or obligation effect to the indemnitor) have the right to undertake, at
to defend or indemnify Licensee with respect to any Losses the indemnitor's cost and expense, the defense,
caused by Licensee's breach of Sections 8.8 or 8.9 or any compromise or settlement of such claim on behalf of and
Security Incident to the extent caused in whole or in part for the account and risk of the indemnitor; provided,
by an act or omission of Licensee or any third party(other however, that such claim shall not be compromised or
than Selectron's subcontractors) or any of their affiliates, settled without the written consent of the indemnitor. The
employees, directors, officers, agents, or contractors party that assumes control of the defense of the claim will
(other than Selectron), including without limitation any of keep the other party reasonably informed of the progress
the following acts or omissions: (a) their loss of control of of any such defense, compromise or settlement.
any device, (b)their failure to maintain the confidentiality Notwithstanding the foregoing, the indemnitee shall be
of log-in credentials, (c) their transmission of data via entitled to conduct its own defense at the cost and
methods that are not secure, (d) their failure to maintain expense of the indemnitor if the indemnitee establishes
systems and environments that are compatible with any that the conduct of its defense by the indemnitor would
Update, (e) their violation of the applicable terms of this reasonably be likely to prejudice materially the indemnitee
Agreement or any applicable laws, regulations,or industry due to a conflict of interest between the indemnitee and
standards, or (f) any vulnerability in their environment, the indemnitor;and provided further that in any event,the
systems,hardware,software,or physical or administrative indemnitee may participate in such defense at its own
security safeguards or procedures, including without expense.
limitation any vulnerability in the file transfer protocol
maintained by Licensee pursuant to Section 8.8. To the 10. Limitation of Liability
extent permitted by Section 768.28, Florida
Statutes, Licensee shall indemnify, defend, and hold 10.1 Limited Remedy. EXCEPT AS EXPRESSLY
harmless Selectron for, from and against all Losses arising PROVIDED HEREIN,TO THE MAXIMUM EXTENT ALLOWED
from any such Security Incident or Licensee's breach of BY APPLICABLE LAW, IN NO EVENT SHALL SELECTRON OR
Sections 8.7 or 8.8, including any expenses except for ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE
attorneys fees incurred by Selectron in complying with its OBLIGATED TO INDEMNIFY LICENSEE FOR, ANY LOSS OF
obligations under Section 8.6. PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR
INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
9.5 Conditions for Indemnification. The INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
parties' indemnification obligations hereunder shall apply DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS
only if(a) the party to be indemnified (the "indemnitee" ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
notifies the party obligated to indemnify them (the SUBJECT MATTER HEREOF, EVEN IF SELECTRON HAS BEEN
"indemnitor")in writing of a claim promptly upon learning ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
of or receiving the same; and (b)the indemnitee provides HOWEVERCAUSED.
the indemnitor with reasonable assistance requested by
the indemnitor, at the indemnitor's expense, for the 10.2 Maximum Liability. Notwithstanding
defense and settlement, if applicable, of any claim. The anything in this Agreement to the contrary or the failure of
indemnitee's failure to perform any obligations or satisfy essential purpose of any limited remedy or limitation of
any conditions under this Section 9.5 shall not relieve the liability, Selectron's entire liability arising from or relating
indemnitor of its obligations hereunder except to the to this Agreement or the subject matter hereof,under any
extent that the indemnitor can demonstrate that it has legal theory(whether in contract, tort or otherwise), shall
been materially prejudiced as a result of such failure. not exceed the amounts actually received by Selectron
from Licensee hereunder in the twelve (12) months
9.6 Control of Defense. After receipt of immediately preceding the action that gave rise to the
notice of a claim, the indemnitor shall be entitled, if it so claim. Licensee acknowledges that the Service Fees reflect
elects,at its own cost, risk and expense(a)to take control the allocation of risk set forth in this Agreement and that
of the defense and investigation of such lawsuit or action; Selectron would not enter into this Agreement without the
and (ii) to employ and engage attorneys of its own choice limitations on liability set forth in this Agreement.
to handle and defend the same; provided, however, that
the indemnitee's consent shall be required for any
settlement that does not include a full release of all claims.
If the indemnitor fails to assume the defense of such claim
within ten(10)business days after receipt of notice of the
11. Term and Termination expiration or termination of this Agreement, all rights and
licenses granted to Licensee hereunder shall immediately
11.1 Term. The term of this Agreement shall and automatically terminate. Within ten (10) days after
commence on the Effective Date and continue for an initial any termination or expiration of this Agreement, Licensee
period of three (3) years therefrom (the "Initial Term"), shall, at its sole expense, return to Selectron (or destroy,
and shall automatically renew for successive one (1) year at Selectron's sole election) all Licensed Software and
periods unless either party notifies the other of its Proprietary Information of Selectron (and all copies,
intention not to renew at least ninety(90)days before the summaries,and extracts thereof)then in the possession or
end of the then-current term (collectively, the "Term"). under the control of Licensee and its current or former
The Licensee(City),at its sole discretion,reserves the right employees. Licensee shall furnish to Selectron an affidavit
to terminate this Agreement with or without cause upon signed by an officer of Licensee certifying that, to the best
providing 10 days written notice to Selectron. Upon of its knowledge, such delivery or destruction has been
receipt of such notice, Selectron shall work with Licensee fully effected. Termination of this Agreement by either
to terminate the system usage and Licensee shall not incur party shall not act as a waiver of any breach of this
any additional costs under the Agreement for services Agreement and shall not act as a release of either party
after the date the system is taken out of service. The from any liability for breach of such party's obligations
Licensee shall be liable only for reasonable costs incurred under this Agreement. Neither party shall be liable to the
by Selectron prior to the date the system is taken out of other for damages of any kind solely as a result of
service. terminating this Agreement in accordance with its terms.
Either party's termination of this Agreement shall be
11.2 Termination for Default. If either party without prejudice to any other right or remedy that it may
materially defaults in any of its obligations under this have at law or in equity, and shall not relieve either party
Agreement, the non-defaulting party, at its option, shall of liability for breaches occurring prior to the effective date
have the right to terminate this Agreement by written of such termination. Any provisions that would reasonably
notice to the other party unless, within sixty(60) calendar be expected by the parties to survive termination of this
days after written notice of such default, the defaulting Agreement shall survive such termination, including
party remedies the default, or, in the case of a default without limitation the provisions of the EULA and Sections
which cannot with due diligence be cured within a period 1 ("Definitions"), 2.2 ("Software Restrictions"),
of sixty (60) calendar days, the defaulting party institutes 2.3 ("Data Restrictions"), 2.4("Rights in Aggregate Data"),
within the sixty(60)day-period substantial steps necessary 4("Fees and Payment") (with respect to amounts accrued
to remedy the default and thereafter diligently prosecutes but as-yet unpaid),5("Proprietary Rights"),6("Proprietary
the same to completion. Notwithstanding anything herein Information"), 7 ("Representations and Warranties;
to the contrary, in the event Licensee breaches the EULA Warranty Disclaimer"), 8 ("Security"), 9
or Sections 2.2, 5 and/or 6 of this Agreement, Selectron ("Indemnification"), 10 ("Limitation of Liability"), 11
may immediately terminate this Agreement. Licensee ("Term and Termination")and 12("General Provisions").
shall notify Selectron within twenty-four (24) hours of
Licensee's becoming aware of any breach (other than by 11.5 Fiscal Funding Out
Selectron) of the terms and conditions of this Agreement, The continuation of this Agreement beyond the end of any
including,without limitation, any breach of Sections 2.2, 5 fiscal year shall be subject to both the appropriation and the
or 6. availability of funds in accordance with Florida law.
11.3 Termination for Bankruptcy. Either 12. General Provisions
party may terminate this Agreement if the other party
(a) becomes insolvent; (b)fails to pay its debts or perform 12.1 Notices. Any notice,request,demand or
its obligations in the ordinary course of business as they other communication required or permitted hereunder
mature;(c) is declared insolvent or admits its insolvency or shall be in writing, shall reference this Agreement, and
inability to pay its debts or perform its obligations as they shall be deemed to be properly given (on the earliest of)
mature; or (d) becomes the subject of any voluntary or (a)when delivered personally; (b)when sent by facsimile,
involuntary proceeding in bankruptcy, liquidation, with written confirmation of receipt; or (c) upon receipt
dissolution, receivership, attachment, or composition, or three (3) days after having been sent by registered or
makes a general assignment for the benefit of creditors, certified mail, return receipt requested, postage prepaid.
provided that, in the case of an involuntary proceeding, All notices shall be sent to the address set forth on the
the proceeding is not dismissed with prejudice within sixty signature page below(or to such other address as may be
(60)days after the institution thereof. designated by a party by giving written notice to the other
party pursuant to this Section 12.1).
11.4 Effect of Termination. Upon the 12.2 Governing Law; Jurisdiction. This
Agreement shall be governed by and construed in enforceable. Without limiting the generality of the
accordance with the laws of the State of Florida, U.S.A., foregoing, Licensee agrees that Section 7.4 will remain in
without reference to its conflicts of law provisions. The effect notwithstanding the unenforceability of any other
United Nations Convention on Contracts for the provision hereof.
International Sale of Goods does not apply to and shall not
be used to interpret this Agreement. Any dispute 12.8 Independent Contractor Relationship.
regarding this Agreement must be brought in the state or Selectron's relationship with Licensee will be that of
federal courts located in Palm Beach County, F I o r i d a, independent contractor, and nothing contained in this
U.S.A. Agreement shall be deemed or construed as creating a
joint venture, partnership, or employer-employee
12.3 Construction. This Agreement has been relationship. Licensee is not an agent of Selectron and is
negotiated by the parties and their respective counsel. not authorized to make any representation, contract, or
This Agreement shall be interpreted fairly in accordance commitment on behalf of Selectron, or to bind Selectron
with its terms and without any construction in favor of or in any way. Selectron is not an agent of Licensee and is not
against either party. authorized to make any representation, contract, or
commitment on behalf of Licensee, or to bind Licensee in
12.4 Attorneys' Fees. If any legal action is any way. Selectron will not be entitled to any of the
brought relating to this Agreement or the breach hereof, benefits that Licensee may make available to its
each party shall be responsible forfull amount of its employees, such as group insurance, profit sharing, or
reasonable expenses, including all court costs and retirement benefits.
reasonable attorney fees paid or incurred.
12.9 Force Majeure. Except for the payment
12.5 Injunctive Relief. In the event that of monies due hereunder, neither party shall be
Licensee breaches any provision of the EULA or Sections 2, responsible or have any liability for any delay or failure to
5, or 6 or any other material provision of this Agreement, perform to the extent due to unforeseen circumstances or
Licensee acknowledges and agrees that there may be no causes beyond its reasonable control, including, without
adequate remedy at law to compensate Selectron for such limitation,acts of God,earthquake,fire,flood,embargoes,
breach, that any such breach may result in irreparable labor disputes and strikes,riots,war,error in the coding of
harm to Selectron that would be difficult to measure;and, electronic files, Internet or other network "brownouts" or
therefore, that upon any such breach or threat thereof, failures,power failures,novelty of product manufacture or
Selectron shall be entitled to seek injunctive and other other unanticipated product development problems, and
appropriate equitable relief (without the necessity of acts of civil and military authorities; provided that such
proving actual damages or of posting a bond or other party gives the other party prompt written notice of the
security), in addition to whatever remedies Selectron may failure to perform and the reason therefor and uses its
have at law,in equity,under this Agreement,or otherwise. reasonable efforts to limit the resulting delay in its
performance and to mitigate the harm or damage caused
12.6 Waiver. The waiver by either party of a by such delay.
breach of or a default under any provision of this
Agreement, shall be in writing and shall not be construed 12.10 Public Announcements. Licensee shall
as a waiver of any subsequent breach of or default under cooperate with Selectron so that Selectron may issue a
the same or any other provision of this Agreement, nor press release concerning this Agreement; provided,
shall any delay or omission on the part of either party to however,Selectron may not release any such press release
exercise or avail itself of any right or remedy that it has or without the prior approval of Licensee (which shall not be
may have hereunder, operate as a waiver of any right or unreasonably withheld, delayed, or conditioned).
remedy. However,without seeking prior approval in each instance,
Selectron shall have the right to use Licensee's name as a
12.7 Severability. If the application of any customer reference, and to use Licensee's trade name on
provision of this Agreement to any particular facts or Selectron's customer lists.
circumstances shall be held to be invalid or unenforceable,
then(a)the validity and enforceability of such provision as 12.11 U.S. Government Rights. (a) The
applied to any other particular facts or circumstances and Licensed Software is a "commercial item," as that term is
the validity of other provisions of this Agreement shall not defined at 48 C.F.R. 2.101, consisting of "commercial
in anyway be affected or impaired thereby, and (b)such computer software" and "commercial computer software
provision shall be enforced to the maximum extent documentation," as such terms are used in 48 C.F.R.
possible so as to effect the intent of the parties, and 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent
reformed without further action by the parties, to the
extent necessary to make such provision valid and
with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through Agreement are inserted for convenience only and shall not
227.7202-4,the Licensed Software are licensed to any U.S. affect the meaning or interpretation of this Agreement.
Government End Users (i) only as a commercial item and
(ii) with only those rights as are granted to all other end 12.14 Counterparts. This Agreement may be
users pursuant to the terms and conditions herein. signed in one or more counterparts, each of which will be
Manufacturer is Selectron Technologies, Inc., 12323 SW deemed to be an original copy of this Agreement, and,
66th Avenue, Portland, OR 97223, USA. This Section, when taken together, shall be deemed to constitute one
consistent with 48 C.F.R.§12.212 and 48 C.F.R.§227.7202 and the same agreement. Each party agrees that the
is in lieu of, and supersedes,any other Federal Acquisition delivery of this Agreement by facsimile transmission or by
Regulation, Defense Federal Acquisition Regulation PDF attachment to an e-mail transmission will be deemed
Supplement, or other clause or provision that addresses to be an original of the Agreement so transmitted and, at
United States Government rights in computer software, the request of either party, the other party will confirm
technical data,or computer software documentation. facsimile or e-mail transmitted signatures by providing the
original document.
(b) The parties agree that, in the event that Licensee
is a governmental entity, all other state and local 12.15 Modification; Subsequent Terms. No
governments within Licensee's state may purchase a amendment or modification of any provision of this
license from Selectron to use the Licensed Software under Agreement shall be effective unless in writing and signed
the same terms and conditions as set forth in this by a duly authorized signatory of Selectron and Licensee.
Agreement by entering into a master services and hosting To the extent that the terms and conditions of the Exhibits
agreement with the same terms and conditions as set forth hereto or Exhibits to subsequent amendments or
herein with Selectron. modifications of or to the Agreement ("Subsequent
Terms")differ from those herein,those Subsequent Terms
12.12 Export Controls. The Licensed Software shall control the interpretation and any conflict resolution
is subject to the export control laws of the United States thereof. The terms on any purchase order or similar
and other countries. Licensee may not export or re-export document submitted by Licensee to Selectron will not
the Licensed Software, unless Licensee has first obtained modify the terms and conditions of this Agreement.
Selectron's prior written permission and the appropriate
United States and foreign government licenses, at 12.16 Entire Agreement; Amendment. This
Licensee's sole expense. Licensee must otherwise comply Agreement, including the Exhibit(s) attached hereto,
with, and contractually require that all of its employees constitutes the entire agreement between the parties
comply with, all applicable export control laws and concerning the subject matter hereof, and supersedes
regulations in the use of the Licensed Software. None of (a) all prior or contemporaneous representations,
the Licensed Software may be downloaded or otherwise discussions, proposals, negotiations, conditions,
exported or re-exported (a)into any country for which the agreements, and communications, whether oral or
United States has a trade embargo,or(b)to anyone on the written,between the parties relating to the subject matter
U.S. Treasury Department's list of Specially Designated of this Agreement, and (b) all past courses of dealing and
Nationals or the U.S. Commerce Department's Denied industry custom.
Persons List. Licensee represents and warrants that it is
not located in, under the control of, or a national or 12.17 Public Records. City is a public agency
resident of any such country or on any such list. Licensee subject to Chapter 119, Fla.Stat.
shall defend, indemnify and hold Selectron and all 1 IF SELECTRN HAS
successors, assigns, affiliates, suppliers, and each of their
officers, directors, employees, and agents harmless for, QUESTIONS REGARDING THE
from, and against any and all claims,allegations, damages, APPLICATION OF CHAPTER 119, FLORIDA
liabilities, and costs and expenses (including without
limitation attorneys' fees and costs) arising out of STATUTES, T THE CONTRACTOR'S DUTY
Licensee's violation of such export control laws. Licensee TO PROVIDE PUBLIC RECORDS RELATING
further agrees to comply with the United States Foreign TO THIS AGREEMENTI CONTACT THE
Corrupt Practices Act,as amended.
CUSTODIAN OF PUBLIC RECORDS AT CITY
12.13 Captions and Section Headings. The OF DELRAY REACH, CITY CLERIC, 100 N.W.
captions and Section and paragraph headings used in this 11T AVE., DELRAY BEACH FLORIDA. THE
CITY CLERIC'S OFFICE MAY RE CONTACTED
Y PHONE AT 561-243-7050 OR VIA EMAIL of public records,in a format that is
AT CITYCLERK-@MYDELRAYBEACH.COM. compatible with the information
technology systems of the City.
V. If the Contractor does not comply
a. Selectron shall comply with public records with this section, the City shall
laws, specifically to: enforce the contract provisions in
i. Keep and maintain public records accordance with the contract and
required by the City to perform may unilaterally cancel this
the service. contract in accordance with state
ii. Upon request from the City's law.
custodian of public records,
provide the City with a copy of the 12.18 INSPECTOR GENERAL. Second Party is
requested records or allow the aware that the Inspector General of Palm Beach County
records to be inspected or copied has the authority to investigate and audit matters relating
within a reasonable time at a cost to the negotiation and performance of this contract, and
that does not exceed the cost may demand and obtain records and testimony from
provided in Florida Statute or as Second Party and its sub licensees and lower tier sub
otherwise provided by law. licensees. Second Party understands and agrees that in
addition to all other remedies and consequences provided
iii. Ensure that public records that by law, the failure of Second Party or its sub licensee or
are exempt or confidential and lower tier sub licensees to fully cooperate with the
exempt from public records Inspector General when requested may be deemed by the
disclosure requirements are not City to be a material breach of this Agreement justifying its
disclosed except as authorized by termination.
law for the duration of the
Agreement term and following
completion of the Agreement if
Selectron does not transfer the
records to the City.
iv. Upon completion of the
Agreement, transfer, at no cost,
to the City all public records in
possession of the Contractor or
keep and maintain public records
required by the City to perform
the service. If Selectron transfers
all public records to the City upon
completion of the Agreement,
Selectron shall destroy any
duplicate public records that are
exempt or confidential and
exempt from public records
disclosure requirements. If
Selectron keeps and maintains
public records upon completion of
the Agreement, Selectron shall
meet all applicable requirements
for retaining public records. All
records stored electronically must
be provided to the City, upon
request from the City's custodian
In Witness Whereof,the parties have caused this Agreement to be executed by duly authorized representatives of the parties
as of the Effective Date.
SELECTRON TECHNOLOGES,INC. LICENS r
By: By:
Si ature Sign re
Name: Todd A.Johnston Name: MarkR.Lauzier
Title: President Title: City Manager
Date: C' ����� Date:
Address:12323 SW 66th Avenue Address: 100N.W.1stAv entre
Portland.OR 97223 Delray Beach,FL 33444
ATTEST:
�r
Katerri John.on, City Clerk
p roy to form d 1 sufficiency:
MaxL ;mCityAttorney
EXHIBIT A
Scope of Work
SETUP FEES-Managed Service,Relay IVR&Web Upgrade for $40,000
Permits&Utilities
HOST CONVERSION FEE-Accela for Permits $20,000
SelecTXT SETUP FEE $7,500
TOTAL ONETIME SETUP FEE $67,500
ANNUAL HOSTING&MANAGED SERVICE FEE-IVR&Web $34,000
For Permits&Utilities
SelecTXT ANNUAL PLATFORM FEE $5,000
SelecTXT SMS Annual Message Bundle 40,000 $3,000
ANNUAL CALL FEES $18,000
Annual Calls Included 60,000
Cost Per Call Over Included $0.40
*Pricing above assumes a 3 year contract
Yearly Investment Rollup
ri
System Setup Cost $67,500 -
Managed Service& $34,000 $35,700 $37,485
Hosting Fee
Annual SelecTXT $5,000 $5,000 $5,000
Platform Fee
SelecTXT Message $3,000 $3,000 $3,000
Bundle 40,000
Annual Call Fees $18,000 $18,000 $18,000
YEARLY TOTAL $127,500 $61,700 $63,485
MANAGED SERVICES APPLICATION SCOPE &ASSUMPTIONS
• Channels:
o IVR for Building& IVR for Utilities, Web for Building&Web for Utilities
• Functionality:
o Schedule, Cancel, Reschedule Inspections,Account Balance, Due Date and Credit Card
Payments for Utilities. Transition from premise based Superion to ASP and Host
Conversion to Accela for Permitting.
• Application Database Integration:Superion
o Integration to Superion requires appropriate ports enabled within network and VPN connectivity,
as determined is necessary during the system implementation.
• Payments/Payment Processor: Selectron anticipates integrating to the following payment gateway:
o PayPoint(First Data)
• Number of IVR Ports: 8
• Telephone Number:IVR service requires a local-to-customer phone number.Selectron can either use an
existing number provided by customer,or obtain and provide a number if needed.
• Call Definition:IVR Services are provided by the Call.A Call is defined as a successful completed
connection.A Call can be up to 4 minutes in length,with each additional 4 minute period counted as an
additional Call.Actions such as transfer that result in multiple connected circuits are counted on the per
circuit basis and are measured for the duration of the connection including the time after a transfer
occurs.
Required Items Not Included with Relay
• Host interface components must be installed and functioning prior to development
• Relay does not include merchant account provider costs or associated fees,payment gateway costs or
fees
• Customer must provide a certificate that Selectron can install on the web server,which allows us to
provide a website that is on the Customer domain
SELECTRON MANAGED SERVICES
PRICING &PAYMENT INFORMATION
Pricing does not include additional application integration charges that may be required as part of this solution.
This includes Application Vendor API,user,or implementation fees,additional licensing fees,or other surcharges
directly or indirectly charged by or remitted to the Application Vendor.
SETUP FEE PAYMENT SCHEDULE
100% Invoiced at time of execution of contracts
ANNUAL MANAGED SERVICE FEE,PLATFORM FEE,AND CALL/MESSAGE BUNDLE FEE PAYMENT SCHEDULE
100% Invoiced 45 days prior to beginning of next service year
*Per call overage fees are charged monthly after included call limit has been reached
TAXES
Sales Tax or any other applicable taxes are NOT included in any of this proposal's pricing information.If taxes
become applicable,these taxes will then need to be added to the proposed pricing.
PAYMENTTERMS
Terms are net 30 from date of invoice. Past due invoices are subject to a 1.5%per month late fee.All presented
pricing is in US Dollars.
VENDOR INFORMATION
Selectron Technologies,Inc.
12323 SW 66th Avenue
Portland,OR 97223
Ph: 503.443.1400 Fax: 503.443.2052
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I I
EXHIBIT B
Maintenance and Technical Support
This Exhibit describes the software maintenance and support services that Selectron shall provide for Licensee.
I. Definitions
Unless defined otherwise herein,capitalized terms used in this Exhibit shall have the same meaning as set forth in the
Agreement.
A. "Error"means any failure of the Licensed Software to conform in any material respect with the
Documentation.
B. "Error Correction"means either a bug fix,patch,or other modification or addition that brings the
Licensed Software into material conformity with the Documentation.
C. "Priority A Error"means an Error that renders Licensed Software inoperative or causes a
complete failure of the Licensed Software,as applicable.
D. "Priority B Error"means an Error that substantially degrades the performance of Licensed
Software,as applicable,or materially restricts Licensee's use of the Licensed Software,as applicable.
E. "Priority C Error"means an Error that causes only a minor impact on Licensee's use of Licensed
Software,as applicable.
II. Error Reporting and Resolution
A. Error Reporting. Selectron shall provide Licensee with telephone customer support twenty-four
(24)hours per day,seven(7)days per week for the reporting of Priority A Errors,and telephone support during
Selectron's normal business hours for the reporting of Priority B and Priority C Errors,in each event excluding
Selectron holidays.
B. Licensed Software Error Resolution. Selectron shall use commercially reasonable efforts to:
(a)notify applicable Vendors of all Licensed Software Errors properly reported by Licensee in accordance with
Section II(A)of this Exhibit B;(b)make available to Licensee any Error Corrections that are made available by such
Vendor(s)to Selectron promptly after such Error Corrections are delivered to Selectron;and(c)update Licensee
with respect to the progress of the resolution of all Licensed Software Errors.
C. Error Resolution. Licensee shall report all Errors in the Licensed Software to Selectron in
sufficient detail,with sufficient explanation of the circumstances under which the Error occurred or is occurring,
and shall reasonably classify the Error as a Priority A,B,or C Error. Selectron shall use commercially reasonable
efforts to correct any Error in the Licensed Software reported by Licensee,in accordance with the priority level
actually assigned by Selectron to such Error,as follows:
1. Priority A Errors. In the event of a Priority A Error,Selectron shall,within two(2)hours
of receiving Licensee's report,commence verification of the Error. Upon verification,Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within twenty-four(24)hours of receiving Licensee's
report of such Error,and an Error Correction within forty-eight(48)hours of receiving Licensee's report. Selectron
shall provide Licensee with periodic reports(no less frequently than once every eight(8)hours)on the status of the
Error Correction.
2. Priority B Errors. In the event of a Priority B Error,Selectron shall,within six(6)hours of
receiving Licensee's report,commence verification of the Error. Upon verification,Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within forty-eight(48)hours of receiving Licensee's
report of such Error,and an Error Correction within six(6)business days of receiving Licensee's report. Selectron
shall provide Licensee with periodic reports(no less frequently than once every twelve(12)hours)on the status of
the Error Correction.
3. Priority C Errors. In the event of a Priority C Error,Selectron shall,within two(2)
business days of receiving Licensee's report,commence verification of the Error. Upon verification,Selectron shall
use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within six(6)business days of receiving
Licensee's report of such Error,and an Error Correction within three(3)weeks of receiving Licensee's report.
Selectron shall provide Licensee with periodic reports on the status of the Error Correction.
EXHIBIT C
Statement of Work
TECHNOLOGIES ,MSelectron
INC
Statement of Work
Delray Beach, FL
Relay
Utilities and Permitting
1. Overview ......................................................................................................
1.1. Revision History................................................................................................................ 2
. Functionality.................................................................................................3
2.1. The Relay Platform........................................................................................................... 3
2.2. Utility Pack........................................................................................................................ 3
2.3. Permits Pack..................................................................................................................... 5
2.4. SelecTXT........................................................................................................................... 7
2.5. Payment Processing......................................................................................................... 7
. System Integration........................................................................................8
3.1. Application Database Interfaces...................................................................................... 8
3.2. Payment Gateway Interfaces........................................................................................... 8
4. Deployment Model.......................................................................................
4.1. Hosted IVR Access............................................................................................................ 9
4.2. Database Transition ......................................................................................................... 9
S. Administrative Tasks.....................................................................................
5.1. Run System Reports....................................................................................................... 10
6. Responsibilities...........................................................................................1
6.1. Selectron Technologies, Inc............................................................................................ 10
6.2. Delray Beach, FL............................................................................................................. 12
Selectron
TECH NO LOG I ES , INC
1. Overview
This Statement of Work(SOW)outlines the services provided by Selectron Technologies, Inc.
(Selectron)to Delray Beach, FL(Delray Beach or Customer).This SOW describes the move from
Delray Beach's current Gen 4 permitting and utilities IVR and web solutions to the Relay platform.
The features,functionality, and services are provided through Selectron Technologies' Relay
communication platform (Relay).
1.1. Revision History
NI
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1.0 Initial Release 6/5/2018
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® Functionality
This section details the functionality of each application included in Relay.All functions and features
are dependent upon the accessibility of Delray Beach's ASP Superion application database to
provide the given data to Relay.
2.1. The Relay Platform
Delray Beach's solution is powered by Selectron's Relay platform. Relay is a multi-
channel, multi-agency platform that is designed to connect customers, constituents, and
field workers to government agencies and utilities. Relay offers interactive voice
response (IVR),web, mobile, outbound,call center agent, and field worker capabilities
all in a single platform.
The following sections detail the functionality that will be implemented for Delray
Beach. Additional channels, applications, and integrations that are not specified in this
SOW are not included, but may be able to be added to the system under a supplemental
statement of work. Please contact your Selectron representative for more details for
additional functionality.
2.1.1. Application Packs and Channels
Delray Beach's solution includes the following application pack and channels:
® Application packs:
o Utility Pack
a Permits Pack
® Channels:
o IVR
o Web
a SelecTXT
2.2. Utility Pack
Delray Beach will be configured with the Utility Pack. The Utility Pack offers Delray
Beach's customers with a central point of access for account management and
payments. Citizens will be able to enter an account number and access account data
and activities, including:
• Current balance owed
® Last billing date and amount(up to last 6)
• Last payment date and amount (up to last 6)
® Next billing date
® Payment processing—credit card and e-check
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Selectron will transition Delray Beach from all account information is made available
through an API to the ASP Superion application database. For any of the features
detailed below to function as described, data must be available in this database to be
presented to users.
2.2.1. IVR Channel
The IVR Channel for the 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 access their account using an account number.The IVR
validates this data against the ASP Superion application database. Once the account is
validated,the IVR will speak the service address,followed by the current balance owed
and due date. During the kickoff phase of the implementation project, Selectron and
Delray Beach will need to determine the exact terminology and methodology around
presenting 'current' and 'delinquent' amount due to the user.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 presented with other options, as listed under Utility
Pack, above.
Callers will also be able to transfer to an agent. If a caller requests a transfer,the IVR
performs a transfer to a number specified by Delray Beach.
2.2.2. Web Channel
The Web Channel for the Utility Pack provides users with a web system for accessing
account information and making payments over the internet.
Citizens can log onto the web channel in order to view account information as well as
make a payment. Citizens will validate their account using an account number and
password.The Web Channel validates this data against the ASP Superion database.
Once the account is validated,the citizen will be able to view account information,
including balance due and due date (if any).The total amount due includes an aggregate
of current and delinquent amounts owed.The citizen will then be given the option of
making a payment(if one is due).
Using the web channel, users will also be able to view other account information as
listed under Utility Pack, above.
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2.2.2.1. Responsive Design
The Web Channel for the Utility Pack includes a mobile-friendly responsive web
site for accessing account information and making payments over the internet.
Selectron targets a range of the most popular devices and form factors for
responsive design—if Delray Beach needs to support a specific device or form
factor, additional development time and professional services may be required.
2.2.2.2. Hosted Web Certificate
Because this implementation includes a web application on a hosted
environment, it is Delray Beach's responsibility to provide Selectron with a
certificate in order to deploy the web site under Delray Beach's domain.
2.3. Permits Pack
Delray Beach will be configured with the Relay Permits Pack. The Permits Pack offers
Delray Beach's customers with a central point of access for permit information and
services. Callers will be able to enter a permit number and perform the following
actions:
® Contractor Menu
o Access inspection results
o Permit based messaging
o Schedule inspections
o Cancel inspections
o Hear site address for the permit
o Hear current permit fees owed
• Inspector Menu
o Post inspection results
o Post correction codes
o Leave message for contractor
All permit, inspection, and/or code information is made available through an API to the
ASP Superion application database. For any of the features detailed below to function as
described, data must be available in this database to be presented to users.
2.3.1. IVR Channel
The IVR Channel for the Permits Pack provides callers with an Interactive Voice
Response (IVR) system for accessing and posting permit information. The IVR offers
functionality in the form of a Contractor Menu and an Inspector Menu.
Using the Contractor Menu, a contractor can enter a permit number to access permit
information and functions. Upon entering a valid permit number,the user can schedule,
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reschedule, and/or cancel inspections.After an inspection has been scheduled/
rescheduled/canceled,the caller will receive a confirmation number. Contractors can
also hear current permit fees owed and make a payment.Additionally, contractors can
use the IVR to access inspection results, including any associated correction codes and
descriptions. Finally,the contractor can access messages left for them by an inspector,
or leave a message for an inspector.
Using the Inspector Menu, accessible via a hidden main menu option, an inspector can
enter a permit number to post inspection results via the IVR.When posting results,the
caller will need to enter a valid Inspector PIN number(or some other validation number
to be determined during implementation).The PIN can be determined by Delray Beach,
but must be validated by the ASP Superion database.When posting results, inspectors
can add correction codes as well as leave a message for the contractor.
If desired, callers can be given the option to transfer to an agent. If a caller requests a
transfer,the Relay IVR performs a transfer to a number specified by Delray Beach.
2.3.2. Web Channel
The Web Channel for the Permits Pack provides users with a web system for accessing
permit information, posting/obtaining inspection results,and scheduling over the
internet.
Citizens can log onto the web channel in order to view permit information and
scheduling tools. Citizens will need to enter a permit number and PIN to access the site.
The Web Channel validates this data against the ASP Superion database. Once validated,
the user can view permit status information and make scheduling updates, including
scheduling, cancelling, and rescheduling inspections.
Additionally, inspectors can use the Web Channel to post inspection results, including
adding correction codes. Users can also access inspection results via the Web Channel,
including result status and correction codes.
Using the web channel, users will also be able to request other permit information as
listed under Permits Pack, above.
2.3.2.1. Responsive Design
The Web Channel for the Permits Pack includes a mobile-friendly responsive
web site for accessing permit information and making scheduling changes over
the internet. Selectron targets a range of the most popular devices and form
factors for responsive design—if Delray Beach needs to support a specific device
or form factor, additional development time and professional services may be
required.
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2.3.2.2. Hosted Web Certificate
Because this implementation includes a web application on a hosted
environment, it is Delray Beach's responsibility to provide Selectron with a
certificate in order to deploy the web site under Delray Beach's domain.
2.4. SelecTXT
SelecTXT for inspection scheduling allows Delray Beach contractors to manage their
inspection requests and results from a mobile device. Users can schedule, reschedule,
and cancel inspection dates via an interactive text message conversation, as well as view
inspection results. SelecTXT provides both step-by-step, menu-driven and "power user"
entries.Scheduling, rescheduling, and cancelling inspections requires a text message
"conversation" back and forth between the application and the mobile user,where the
application requests specific permit-related information and the mobile user provides
responses. A conversation consists of multiple text messages for each inspection
request process.
.5. Payment Processing
The Relay solution can be configured to accept credit card and e-check payments,
allowing citizens to make payments.The payment processing engine is a PA-DSS-
Verified payment system that does not retain any payment information. Users will need
to enter their payment information for each transaction.
Payments against permits are often limited depending on your application database.
Please contact your application database vendor for more information on posting
payments against permits.
Typically, depending on the application database vendor, Selectron can provide one of
the following payment methodologies:
® Discrete amount due
® Amount due but user can make a payment in any amount
® Take a payment in any amount; payment is not posted to database. Instead, we
provide a payment report for manual reconciliation
Depending on the functionality available with your ASP Superion,Selectron will
implement payments against permits in one of the above methods.
The Relay payment application interacts with Delray Beach's selected payment gateway
to provide payment functionality. Users will need to authenticate and provide valid
payment information in order to make a payment. Relay validates the user's payment
information before passing it to the payment gateway. When a payment is reported as
successful, Relay will post an update to Delray Beach's ASP Superion application
database in real time (as long as an API for such an update is available).
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Delray Beach will be able to take payments from citizens via the following payment
methods:
® Credit Card
® E-Check
2.5.1. Credit Card
The interactive solution accepts Visa°, MasterCard°, Discover°, and American Express'.
Delray Beach can elect to accept all or a subset of these card types. Any credit card
types not accepted by Delray Beach will not be accepted by the solution.When taking a
payment, Relay verifies the credit card number and expiration date. For more security,
Delray Beach can choose to verify the card holder's zip code and/or security code.All
credit card transactions are sent through the designated payment gateway.
2.5.2. E-Check
Users wishing to pay via E-Check will need to enter their bank routing number and bank
account number. All E-Check transactions are sent through the designated payment
gateway.
3. System Integratio
Depending on the implemented features, Relay requires varying levels of integration with other
Delray Beach components.These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Delray Beach's ASP Superion
application database. All data-based interactivity on the solution is reliant upon data
being available via the application vendor APIs.
During the implementation phase, if data elements are identified as necessary but are
not available via the included APIs,the project will be impacted.This may affect the
implementation timeframe and will result in additional professional services fees.
3.2. Payment Gateway Interfaces
For payment processing, Relay will be integrating to PayPoint (First Data).The payment
processing service is PA-DSS validated. 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.
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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
4. Deployment Model
This implementation of Relay will be deployed in Selectron's single-tenant Relay Managed Services
environment.
Relay Managed Services is a single-tenant hosted application, located in Selectron's local hosting
facility. Selectron's hosting facility is a co-located data center featuring keyed entry and individual
server locks for security. With a Managed Services solution, Selectron owns all hardware and is
responsible for security, ongoing maintenance, and proactive support.
Delray Beach's solution is licensed for:
• Eight(8) inbound VoIP/SIP IVR ports allowing for up to eight concurrent calls
• Two (2) Web VM Licenses to support expected concurrent web users '..
• 40,000 annual SMS text messages for SelecTXT(additional may be purchased as needed)
4.1. Hosted IVR Access
For optimal user experience and telecom usage, it is recommended that callers access
the hosted IVR by dialing directly into the hosted solution using a local Delray Beach 10-
digit number,which will be provided by Selectron. If Delray Beach elects to have calls
routed through your phone system first before connecting to the IVR,two customer
telecom channels may be tied up during the duration of the entire call, and callers may
experience a decrease in call quality.
4.2. Database Transition
Currently, Delray Beach's solution uses a premise-based Superion database. For the
solution outlined in this SOW,Selectron will transition Delray Beach to ASP Superion.
Eventually, Selectron will transition Delray Beach to ASP Superion for Utilities and Accela
for Permitting.
® 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. An administrator from
Delray Beach will be provided with user credentials for the Relay Portal application during the
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implementation process. Additional users can be created by the administrator as needed.
Permissions can be assigned on a per-user basis; permissions govern the functionality available to a
given user.
The Relay Portal provides Delray Beach administrators with a single platform for viewing system
usage and health, running reports, and configuring various system settings.The Relay Portal is
supported on all modern, "evergreen" browsers including: Chrome, Firefox, IE10+, Microsoft Edge,
and Safari.
5.1. Run System Reports
Delray Beach administrators will be able to run system reports via the Relay Portal.
Reports that can be run by the administrator include:
® Payments
® Call Statistics
® Call Activity
® Call Detail
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 implementation.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 implementation 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 all project
milestones.
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• Quality Assurance Test Plan-assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
® Service Acceptance Sign-off Form-indicates that the Customer has verified
service functionality.
6.1.3. Develop Channel Design
The Project Manager works with the Customer to develop and complete the following
portions of channel design:
• IVR call flow design
® Web customization elements
Software development cannot begin until these design elements are completed and
approved by the Customer.
6.1.4. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.5. Provide Installation and Administrative Training
Selectron will provide remote training for the Relay solution. All installation is handled
by Selectron technical staff at our remote hosting facility.
6.1.6. Provide Marketing Materials
Selectron Technologies provides marketing collateral that the Customer can use to
promote the interactive solution to citizens. Marketing collateral includes a poster,tri-
fold brochure, and business card; standard templates for each item are used. Collateral
is provided to the Customer in PDF format (original Adobe InDesign files are provided
upon request).
Marketing collateral will be provided for each department included in this project.
Selectron Technologies' Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. Information displayed includes the
following:
® IVR phone number(s)
® Web addresses
® Department logo (preferably in EPS format)
® Department address
® A description of functionality
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• Additional contact/informational phone numbers
® Samples: where to find account/ permit/case numbers, etc.
Any changes to the collateral that do not include the items listed above (e.g., design
changes to the template) are billed on a time and materials basis.Any changes to the
marketing materials after final delivery are also billed on a time and materials basis.
6.1.7. Interface Upgrades
After service initiation, Delray Beach's ASP Superion database application may release
new updates to their application or its interface. Upgrading the Relay interface to be
compatible with any Delray Beach application database (or other application database
software) may require professional services outside the scope of this service.
6.2. Delray Beach, FL
This section outlines the Customer's service implementation and maintenance
requirements and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Delray Beach with an implementation
questionnaire.The implementation questionnaire must be returned prior to developing
the call flow design and the implementation timetable.
6.2.2. Provide Customer Specific Information
The following information should be supplied to Selectron Technologies, in conjunction
with the Implementation Questionnaire,to help create a precisely integrated product.
For further clarification on the format and detail of the following data, refer to the
Implementation Questionnaire or contact your Selectron Technologies' Project
Manager.
® Street names
® Observed holidays
® Extensions used for transfer functions
® 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
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6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by
Selectron Technologies' Project Manager. This includes reviewing:
• Call flow for the IVR solution
• Web customization elements
Once the channel design(s) have been approved, software development begins.
6.2.4. Provide Remote Network Access to Application Databases)
In order to fully test the interactive solution, Selectron Technologies requires access to
Delray Beach's application database(s) prior to installation.
The Customer will help facilitate communication between Selectron and the database
vendor.
6.2.5. Provide System Access
Selectron Technologies requires access to the Customer's network and database/
system. Changing or deleting access accounts could lead to disruption in service for the
interactive solution and/or Selectron Technologies' ability to provide timely support.
Please notify Selectron Technologies immediately if the accounts for the Application
Database, payment gateway or network are modified. Delray Beach is responsible for
providing Selectron with appropriate application database and payment gateway
network access as defined in the System Integration section.
6.2.6. Confirm Service Functionality
Delray Beach, FL has 30 calendar days after service initiation to verify the functionality
of the interactive solutions.Within the 30-day system acceptance period the Customer
should test system functionality using the provided Quality Assurance Test Plan.
Additionally,the System Acceptance Sign-off form must be sent to Selectron
Technologies' Project Manager within this period.
6.2.7. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system,or C) allow access
to protected data.
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EXHIBIT D
SELECTRON TECHNOLOGIES,INC.
END USER LICENSE AGREEMENT
This End User License Agreement (this "EULA") is part of a Master Services and Hosting Agreement (the
"Master Agreement") between Selectron Technologies, Inc., an Oregon corporation ("Selectron", "we", "our", or
"us") and the person or entity identified in the Master Agreement as the Licensee purchasing Services from us
("Licensee"). This EULA governs use by Licensee and all natural persons to whom Licensee provides access to the
Licensed Software (each, an "Authorized User"). In this EULA, unless the context clearly indicates otherwise, all
references to"you,"or"your"means both the Licensee and the Authorized User. All capitalized terms used but not
defined in this EULA have the meanings given to them in the Master Agreement.
SELECTRON PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN
THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE
TERMS OF THIS EULA, SELECTRON WILL NOT AND DOES NOT LICENSE THE LICENSED SOFTWARE TO YOU,AND YOU
MUST NOT USE OR ACCESS THE SOFTWARE.
1. License Grant. Subject to your strict compliance with this EULA, Selectron hereby grants you a non-
exclusive, non-transferable, non-sublicensable, limited license to use the Licensed Software solely in accordance
with the Documentation, the Master Agreement, and this EULA, for Licensee's internal business purposes. The
foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Master Agreement between Selectron and
Licensee;or
(b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no
reason.
6
2. Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in the
Master Agreement and your strict compliance with all terms and conditions set forth in this EULA and the Master
Agreement,you have a limited right and license to:
(a) Use and access the Licensed Software in accordance with this EULA and the
Documentation,solely for Licensee's internal business purposes.
(b) Download, display, and use the Documentation, solely in support of Licensee's use and
access of the Licensed Software in accordance herewith.
(c) Download,display,copy,use,and create derivative works of reports and structured data
generated using the Licensed Software,solely for Licensee's internal business purposes.
3. Copies. All copies of the Licensed Software and Documentation made by you:
(a) Will be the exclusive property of Selectron;
(b) Will be subject to the terms and conditions of the Master Agreement and this EULA;and
(c) Must include all trademark, copyright, patent and other intellectual property rights
notices contained in the original.
4. Use Restrictions. You shall not,directly or indirectly:
(a) Use the Licensed Software beyond the scope of the license granted in the Master
Agreement and Section 2 of this EULA;
(b) Copy all or any portion of the Licensed Software,except as expressly permitted in Section
2 of this EULA;
(c) Decompile, disassemble, decode, or otherwise reverse engineer the Licensed Software,
or any portion thereof, or determine or attempt to determine any source code,algorithms, methods, or techniques
used or embodied in the Licensed Software or any portion thereof;
(d) Modify,translate, adapt or otherwise create derivative works or improvements,whether
or not patentable,of the Licensed Software or any part thereof;
(e) Provide any other person, including any subcontractor, independent contractor, affiliate,
service provider,or other employee of Licensee,with access to or use of the Licensed Software, except as expressly
permitted by the Master Agreement or this EULA;
(f) Distribute, disclose, market, rent, lease, lend, sell, timeshare, sublicense, assign,
distribute, pledge, publish, transfer or otherwise make available the Licensed Software or any features or
functionality of the Licensed Software,to any third party for any reason,whether or not over a network and whether
or not on a hosted basis, including in connection with the internet,web hosting, wide area network (WAN),virtual
private network(VPN),virtualization,time-sharing,service bureau,software as a service,cloud or other technology
or service,except as expressly permitted by the Master Agreement or this EULA;
(g) Use the Licensed Software for the commercial or other benefit of a third party;
(h) Permit the Licensed Software to be used for or in connection with any facility
management,service bureau,or time-sharing purposes,services,or arrangements,or otherwise used for processing
data or other information on behalf of any third party;
(i) Remove, delete, alter or obscure any trademarks or any copyright,trademark, patent or
other intellectual property or proprietary rights notices, legends,symbols, or labels appearing on or in the Licensed
Software,including any copy thereof;
O) Perform, or release the results of, benchmark tests or other comparisons of the Licensed
Software with other software or materials;
(k) Incorporate the Licensed Software or any portion thereof into any other materials,
products,or services,except as expressly permitted by the Master Agreement or thus EULA;
(1) Use the Licensed Software for any purpose other than in accordance with the terms and
conditions of this EULA and the Master Agreement.
(m) Use the Licensed Software in, or in association with, the design, construction,
maintenance or operation of any hazardous environments or systems, including (i) power generation systems; (ii)
aircraft navigation or communication systems, air traffic control systems or any other transport management
systems;(iii)safety-critical applications,including medical or life-support systems,vehicle operation applications or
any police, fire or other safety response systems; (iv) military or aerospace applications, weapons systems or
environments;
(n) Use the Licensee Data or the Licensed Software in any way that is fraudulent, misleading,
or in violation of any applicable laws or regulations (including federal, state, local, and international laws and
regulations),including but not limited to export or import control laws,information privacy laws,and laws governing
the transmission of commercial electronic messages;or
(o) Use the Licensed Software for purposes of competitive analysis of the Licensed Software,
the development of a competing software product or service or any other purpose that is to Selectron's commercial
disadvantage.
S. Collection and Use of Information. Selectron may, directly or indirectly through the services of others,
including by automated means and by means of providing maintenance and support services, collect and store
information regarding your use of the Licensed Software, its performance, the equipment through which the
Licensed Software accessed and used,such as dates and times of use by each Authorized User, activities conducted
using the Licensed Software, the type of web browser used to access the Licensed Software, the operating
system/platform you are using, your IP address, and your CPU speed. You agree that the Selectron may use such
information for any purpose related to the Licensed Software, including but not limited to improving the
performance of the Licensed Software, developing Updates, and verifying compliance with the terms of this
Agreement and enforcing Selectron's rights,including all intellectual property rights in and to the Licensed Software.
6. Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license, and
not sold,to you.You do not acquire any ownership interest in the Licensed Software under this EULA or the Master
Agreement,or any other rights to the Licensed Software other than to use the Licensed Software in accordance with
the license granted under this EULA and the Master Agreement, subject to all terms, conditions and restrictions
contained therein and herein. Selectron reserves and shall retain its entire right, title and interest in and to the
Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software, subject to
the licenses expressly granted in the Master Agreement and this EULA.You shall use commercially reasonable efforts
to safeguard all Licensed Software(including all copies thereof)from infringement, misappropriation,theft, misuse
or unauthorized access.
7. Login Credentials. You, the Authorized User, shall not share or disclose your log-in credentials with or to
any other individual or entity,even if such other individual is also an Authorized User. If you discover or suspect that
log-in credentials of any Authorized User have been accessed or used by anyone other than the individual to whom
such log-in credentials were originally granted,you will promptly notify Selectron,and Selectron shall promptly reset
or provide Licensee with a means of resetting the password associated with such log-in credentials.
8. Export Regulation.The Licensed Software may be subject to US export control laws,including the US Export
Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release
the Licensed Software to,or make the Licensed Software accessible from,any jurisdiction or country to which export,
re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws,
regulations and rules, and complete all required undertakings(including obtaining any necessary export license or
other governmental approval),prior to exporting,re-exporting,releasing or otherwise making the Licensed Software
available outside the US.
9. Governing Law.This EULA shall be governed by and construed in accordance with the internal laws of the
State of Oregon without giving effect to any choice or conflict of law provision or rule(whether of the State of Oregon
or any other jurisdiction)that would cause the application of laws of any jurisdiction other than those of the State
of Oregon.