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PROFESSIONAL SERVICES AGREEMENTSelectron TECHn,o� oc�r�s. :rrc PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement (the "AgreemenY') is entered into by and between Selectron Technologies, Inc., an Oregon corporation and its successors and assignees (collectively, "Compan�') and the City of Clearwater, Florida, (the "Customer"). 1. Engagement of Services. Subject to the terms and conditions of this Agreement, Company will render the services set forth in the Scope of Work attached to this Agreement as Exhibit A and B(the "Project" or the "Services"j. Exhibit A outlines the services to be provided, any associated products, and the prices. Exhibit B provides a detailed description of the services, and any associated products, to be provided under this Agreement. From time to time, the parties may enter into additional Scopes of Work, in substantially the same form as that set forth in Exhibits A and B, for additional Services. The manner and means by which Company chooses to complete the Project are in Company's sole discretion and control. Customer will, at its sole expense, make its facilities and equipment available to Company when necessary. Company, in its sole discretion, may have the Services performed by a third party/independent contractor, provided that any such third party/independent contractor agrees in writing to the terms of this Agreement. 2. Hardware. Pursuant to this Agreement, and in combination with any Company software (which shall be licensed pursuant to a separate software license agreement), Company shall provide Customer with third-party hardware solely for use with Company Software (the "Hardware), as set forth in Exhibit A and or B. As between Customer and Company, Company shall maintain ownership of the Hardware and all rights, titles, and interest therein, until Customer has paid the entire Fee, as described in Section 3.1 below. While the Fee is being paid, Customer shall have a limited, non-transferable, and revocable license to use the Hardware solely in connection with Customer's use of the software. Once Customer has paid the entire Fee, Customer shall own the Hardware (but Customer shall not own the Company software under any circumstances). Customer agrees that, until the entire Fee is paid, Customer shall be responsible for the cost of the Hardware if damaged (normal wear and tear excluded) while in Customer's possession or under its control. Customer acknowledges and agrees that nothing in this Agreement shall be interpreted or construed to affect the terms and conditions under which Customer uses the Company software. Customer is entitled to all third-party manufacturer warranties as they apply to the specific Hardware provided. Manufacturer warranty dates are based solely on the specific manufacturer terms and conditions. Customer acknowledges and agrees that Company shall have no obligations regarding the manufacturer warranties of the Hardware, and that Company expressly disclaims all warranties with respect to the Hardware, except for the warranty in Section 6.3 below. 3. Compensation. 3.1 Standard Compensation. Customer will pay Company a fee for services rendered under this Agreement as set forth in the Project(s) undertaken by Company, which fee shall also cover use of the Company software (licensed under a separate software license agreement) and use of the Hardware (the "Fee"). Customer shall be responsible for all expenses incurred, that are set forth in Exhibit A of this Agreement. Customer will also be responsible for all expenses, with prior written approval, outside of those listed in Exhibit A of this Agreement. Upon termination of this Agreement for any reason, Company will be paid the Fee and expenses on a proportional basis as stated in the Scope of Work for work which is then in progress, to and including the effective date of such termination. Unless other terms are set forth in the Scope of Work for work which is in progress, Customer will pay Companyfor Services and will reimburse Companyfor previously approved expenses within thirty (30) days of the date of Company's invoice. 3.2 Change Requests. Customer agrees to the Scope of Work as set forth in Exhibits A and 6. If Customer requests a reduction in the scope, as set forth in Exhibit A or B, or any future Scopes of Work agreed upon by the parties, and such request is made after Company has committed resources to the Project under the given Scope of Work, Customer agrees to pay the full amount set forth in Exhibit A(or the applicable Scope of Work). However, if, during the course of a Project, Customer wishes to increase or modify the Scope of Work (other than a proposed reduction in the amount of Services to be provided), Company shall provide Customer with a modified fee estimate. If Customer accepts the modified estimate, Company will perform the Projed according to the modified specifications after the parties sign a new Scope of Work or after Customer issues a purchase order for the modified Project (provided that the terms and conditions of such purchase order will not modify this Agreement or have any force or effect). If Customer rejects the modified estimate, Company shall have no obligation to perform the modified Project, and the parties agree that Company will continue to provide the Services, as originally set forth in the Scope of Work, and Customer will continue to pay the Fee, as originally set forth in the Scope of Work. 4. Independent Contractor Relationship. Company's relationship with Customer will be that of an independent Contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer- employee relationship. Customer is not an agent of Company and is not authorized to make any representation, contract, or commitment on behalf of Company, or to bind Company in any way. Company is not an agent of Customer and is not authorized to make any representation, contract, or commitment on behalf of Customer, or to bind Customer in any way. Company will not be entitled to any of the benefits, which Customer may make available to its employees, such as group insurance, profit sharing or retirement benefits. 5. Proprietary Information. During the Term of this Agreement and after the termination of this Agreement, the parties will take all steps reasonably necessary to hold the other party's Proprietary Information in confidence, will not use the other party's Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any such Proprietary Information to any third party without the disclosing party's express prior written consent. "Proprietary Information" includes, but is not limited to (a) trade secrets, inventions, ideas, processes, formulas, source and object codes, data, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; and (b) information regarding plans for research, development, new products, marketing and selling, budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of employees . Nothing will be considered to be Proprietary Information if (1) it is readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received by the receiving party from a third party without confidential limitations; (3) it has been independently developed by the receiving party without reference to or use of the disclosing party's Proprietary Information; or (4) it was rightfully known to the receiving parry prior to its first receipt from the disclosing party. The receiving party shall be entitled to disclose the disclosing party's Proprietary Information if required by law or a judicial order; provided that the receiving party first provides prompt notice of the required disclosure to the disclosing party, and complies with any protective or similar order obtained by the disclosing party limiting the required disclosure. 6. Representations and Warranties; Warranry Disclaimer. 6.1 Customer represents and warrants that (a) it has full right and power to enter into and perform its obligations under this Agreement, and (b) it will take all reasonable precautions to prevent injury to any persons (including employees of Company) or damage to Company's property during the Term of this Agreement. 6.2 Company represents and warrants that (a) it has full right and power to enter into and perform its obligations under this Agreement, and (b) it will take all reasonable precautions to prevent injury to any persons (including employees of Customer) or damage to Customer's property during the Term of this Agreement. 6.3 Company warrants that any Hardware provided pursuant to this Agreement shall operate in good working order for a period of one (1) year from Contract Execution Date, as that term is defined in Exhibit A of the PremierPro Support and Maintenance Agreement. Any changes or modifications to the Hardware by any person other than Company, or any combination of the Hardware with other materials by any person other than Company, voids this limited warranry. This limited warranty is also void if failure of the Hardware results from transportation, neglect, misuse, or misapplication of the Hardware by any person other than Company; from any accident beyond Company's control; from use of the Hardware not in accordance with this Agreement or documentation provided in connection with the Hardware; or from Customer's failure to provide a suitable environment for the Hardware. 6.4 The express warranties in Sections 6.2 and 63 above are lieu of all other warrenties, express, implied or statutory, arising from or related to this Agreement and any hardware provided to Customer hereunder, including, but not limited to, any implied warranties of inerchantability, fitness for a particular purpose, title, and non-infringement of third party rights. Customer acknowledges that it has relied on no warranties other than the express warranties in Sections 6.2 and 6.3 of this Agreement. Except for the express warranty in Section 6.3 of this Agreement, Company provides the Services and Hardware to Customer "as is" and "as available;' and Company does not warrant that the Services or Hardware will be uninterrupted or error free, and Company hereby disclaims any and all liability in connection therewith. This warranty disclaimer is made regardless of whether Company knows or has reason to know of Customer's particular needs. No Company employee, agent, dealer, or distributor of Company is authorized to modify this limited warranty, or make any additional warranties, whether orally, in writing, or otherwise. This Section 6.4 shall be enforceable to the fullest extent permitted by applicable law. 7. Customer Remedies; Limitation of Liability. 7.1 If Customer finds what it reasonably believes to be a failure of the Hardware to conform to the limited warranty in Section 6.3 of this Agreement, and provides Company with a written report that describes such failure in sufficient detail to enable Company to reproduce or understand such failure, Company and its suppliers' entire liability and Customer's exclusive remedy for breach of the limited warranty in Section 6.3 regarding the Hardware, is for Company to use commercially- reasonable efforts to correct or provide a workaround for the failure at no additional charge to Customer. If, in Company's sole discretion, it provides replacement Hardware, the replacement Hardware will be warranted in accordance with the provisions of this Agreement for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Company are available without proof of purchase from an authorized non-U.S. source. 7.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO, ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED HEREUNDER, AND THE HARDWARE AND RELATED DOCUMENTATION. COMPANY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED HEREUNDER, AND THE HARDWARE AND RELATED DOCUMENTATION, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO COMPANY HEREUNDER IN THE TWELVE- (12-) MONTH PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 8. No Indemnification. Each party agrees that they are responsible for their own negligence. 9. Network Security Disclaimer 9.1 Internet Security. Company's products may include software that connects to the Internet. The software is designed to operate within Customer's secure network environment, and the software does not provide any mechanism for security or privacy. Specifically, the software relies fully on the Customer's security measures and implements no further security infrastructure. Company makes no representations or warranties to Customer regarding (i) the security or privacy of Customers network environment; or (ii) any third-party technologies' or services' ability to meet Customer's security or privacy needs. These third-party technologies and services may include, but are not limited to, operating systems, database management systems, web servers, and payment processing services. Customer is solely responsible for ensuring a secure network environment. 9.2 Remote Access Security. In order to enable code development, and Customer support and maintenance of the software (if purchased by Customer pursuant to a separate support and maintenance agreement), Company requires remote access capability. Remote access is normally provided by installing PC-Anywhere, ControllT, or other industry standard remote access software. It may also be provided through a Customer solution such as VPN access. Regardless of what method is used to provide remote access, or which party provides remote access software, it is Customer's responsibility to ensure that the remote access method meets Customer's security requirements. Company makes no representations or warranties to Customer regarding the remote access software's ability to meet Customer's security or privacy needs. Company also makes no recommendation for any specific package or approach with regard to security. Customer is solely responsible for ensuring a secure network environment. 9.3 Outbound Services Disclaimer. Outbound services are intended to create additional methods of communication to Customer's employees who use the Software in support of existing processes. These services are not intended to replace all interaction with Customer's employees or become critical path. While the outbound services have been created with the best available tools and practices, they are dependent on infrastructure that is inherently not fail-proof, including but not limited to infrastructure such as software, computer hardware, network services, telephone services, and e-mail. Examples of situations that could cause failure include but are not limited to: down phone lines, all lines busy, equipment failure, email address changes, internet service disruptions. For this reason, while outbound services are valuable in providing enhanced communication, they are specifically not designed to be used as the sole method to deliver critical messages. Customer acknowledges that it is aware of the potential hazards associated with relying on an automated outbound service feature, when using the Software, and Customer acknowledges and agrees that it is giving up in advance any right to sue or make any claim against Company, and that Customer forever releases Company from any and all liability, if Customer, or Customer's employees, suffer injury or damage due to the failure of outbound services to operate, even though Customer does not know what or how extensive those injuries or damages might be. 10. Term and Termination. 10.1 Term. This Agreement shall commence on the date of last signature below and shall continue until terminated (the "Term"). 10.2 Termination. (a) Either party may terminate this Agreement at any time that there is no uncompleted Project in effect upon fifteen (15) days' prior written notice to other party. Upon such termination by either parry, all amounts owed to Company shall become immediately due and payable. (b) The parties agree that Customer's failure to pay any undisputed Fees is a material breach of this Agreement. In the event of Customers failure to pay or other material breach of this Agreement, Company may immediately terminate this Agreement, the Software License Agreement, and any other agreements between the parties, for cause, provided that Customer has failed to cure the breach within sixty (60) days' of receiving notice of such breach from Company. Upon such termination, Customer shall immediately cease all use of the software and Hardware, and Company may terminate Customer's access to the software. Company may require that Customer return the Hardware to Company and/or allow Company access to Customer's facility to retrieve the Hardware. Such termination shall not relieve Customer of its obligation to immediately pay all amounts then due to Company. 11. Government Contrects. 11.1 In the event that Company shall perform Services under this Agreement in connection with any government contract in which Customer may be the prime contractor or subcontractor for a government contract, Company agrees to abide by all laws, rules and regulations relating to said government contract; provided that Customer provides a copy of the contract to Company prior to execution of this Agreement. 11.2 Company advises that, to the extent allowed by law, the resultant contract terms and pricing may be extended to other State of Florida jurisdictions, public entities, political subdivisions and government cooperative purchasing group(s) whose processing requirements, applications, specifications and standards coincide with the processing requirements, applications, specifications and standards herewith. The extension of this contract to any entity is at the sole discretion of Company. A qualified entity choosing to join this contract shall execute a separate contract with the specifications, pricing, terms and rights provided herewith, directly between the entity and Company, and shall commit a separate purchase order and pay for supplies and services by means of their individual accounting and purchasing departments. Any processing requirements, applications, specifications and/or standards not covered herewith will be developed and priced separately, based on the entity's additional requirements and specifications, and appended to the new resultant contract. The entity shall deal directly with Company concerning the placement of orders, invoicing, contractual disputes and all other matters. Failure to extend this contract to any entity shall have no effect on the consideration of Company's current bids or agreements. 12. General Provisions. 12.1 Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without reference to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to and shall not be used to interpret this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in the federal or state court located in Pinellas County, Florida. 12.2 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generelity of the foregoing, Customer agrees that Section 7 will remain in effect notwithstanding the unenforceability of any provision in Section 6. 12.3 Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail (postage prepaid and return receipt requested) to the other party at the address set forth beneath such party's signature, and will be effective upon receipt orthree (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party. 12.4 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the reasonable control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay, to mitigate the harm or damage caused by such delay, and to resume performance as soon as possible. 12.5 Section Intentionally Deleted 12.6 Section Intentionally Deleted. 12.7 Survival. Sections 5, 6.4, 7.2, 8, 9,10, and 12 and the rights and obligations therein will survive termination of this Agreement for any reason. 12.8 Waiver. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 12.9 Authority. Any person executing this Agreement in a representative capacity in so signing this Agreement acknowledges his or her authority to do so and his or her authority to bind the entity on whose behalf the Agreement is signed. 12.10 Entire Agreement. This Agreement and the attached Exhibits A and B, which are incorporated into and made a part of this Agreement by this reference, constitute the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms on any purchase order or similar document submitted by Customer to Company will not modify the terms and conditions of this Agreement or have any force or effect. 12.11 Counterparts. This Agreement may be signed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and, when taken together, shall be deemed to constitute one and the same agreement. Each party agrees that the delivery of this Agreement by facsimile transmission or by PDF attachment to an e-mail transmission will be deemed to be an original of the Agreement so transmitted and, at the request of either party, the other party will confirm facsimile or e-mail transmitted signatures by providing the original document. [Signature Page Foliows] 0 In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative. Selectron Te ologie , nc. City of Clearwater, FL: By: _ By: W, ^ � J . ��11�� �i' Todd A.lohnsto William B. Horne II Title: President �ate: � � — S �'ZG�.S' Address: 12323 66"' Avenue Portland. OR 97223 Title: CiN Mana¢er Date: Address: Attest: Rosemarie Call City Clerk Li.. � � �• • � I, _� h 1 ,4pproved as to for : f'STqBLISHEO�� �•^-�i( � ��,...,,,! �j �O. rt, : �. _ ! S� atthew M.Smit Assistant City Attorney RELAY APPLICATION PACKS (see Exhibit A SCOPE OF WORK lication Pack Details BASE APPLICATION PACKS 1 Permit Pack $35,000 RELAY APPLICATION PACKS SUBTOTAL CHANNEL LICENSES PRODUCTION LICENSES 4 IVR Channel License (per port) $2,000 - CHANNEL LICENSE SUBTOTAL $35,000 $35,000 $8,000 $8,000 INFRASTRUCTURE & THIRD PARTY COMPONENTS � . .. .-� 1 Standard Production Server $5,000 $5,000 HARDWARE & THIRD PARTY COMPONENTS SUBTOTAL $5,000 CONFIGURATION & CUSTOMIZATION SERVICES 1 Base Configuration & Project Services Included Included CONFIGURATION & CUSTOMIZATION SERVICES SUBTOTAL $0 �'�►1. BASE RELAY INVESTMf NT * Selectron will provide a one year warranty from contract execution at no additional cost. After expiration of the initial warranty the Customer may purchase Annual Maintenance at rates listed above. Required Items Not Included with Relay Phone Lines & Network Services Required to Support the Installation Required Host Interface (Please Contact Accela to purchase, if applicable) 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 Relay Application Pack Details PERMIT PACK Accesslnspection Results Current Balance Owed Permit Based Messaging Schedule Inspections Cancelinspections Post Inspection Results Post Correction Codes Speak Site Address _ _ __ PAYMENT TERMS 25% Invoiced at time of execution of the Agreement 50% Invoiced at completion of on-site installation 20% Invoiced 30 days after on-site installation 5% Invoiced upon final acceptance The initial invoice is sent at completion of contract negotiations and upon receipt of a purchase order that enables Company to purchase necessary hardware, fund on-site expenses and invest the technical support hours to design and develop the application for Customer's jurisdiction. The terms and conditions of any such purchase order will not modify the terms and conditions of the Agreement or have any force or effect. This initial invoice shall be deemed the "Installment Invoice." The second invoice is sent at the completion of the on-site installation and training phase of the implementation, or when the system is available for Customer testing at Customer site. The third invoice is sent thirty (30) days after the completion of the on-site installation, which will give the Customer the opportunity to carefully test all functions and requirements as defined by the Agreement and agreed upon call flows. It is the Customer's responsibility to supply adequate staff to ensure full testing is completed in a period not to exceed thirty (30) days. The final invoice is sent after the system has completed the final testing and acceptance. Company will have resolved all issues found during the last phase of testing. If completion of the final testing and acceptance is delayed beyond thirty (30) days after installation, and is not due to any fault of Company, the payment will become immediately due. Phased Implementation: When a phased implementation is mutually agreed to, the same payment terms will be applied to each phase. Hardware Restocking Fee: In the event that use of the software requires different third-party hardware than what was originally provided to Customer, Customer will be charged a fifteen percent (15%) restocking fee to return such hardware and have it replaced with alternative hardware. Taxes: Sales Tax or any other applicable taxes are not included in any of the pricing information in this Exhibit. If Sales tax or any other tax becomes applicable, these taxes will then need to be added to the pricing. Payment Terms: Terms are net 30 from date of invoice. Past due invoices are subject to a 1.5% per month late fee, or the maximum interest rate allowed by law, whichever is lower. ADDITIONAL INFORMATION Time-and-Materials-Based Services: Company will provide custom programming and non-warranty maintenance customer support on a time-and-materials basis. Requested design, programming, testing, documentation, implementation work, and customer support approved by Company will be performed at Company's then-current standard published billing rates. Company will issue a quote and Scope of Work to Customer, which Customer must sign and return to Company before work can begin or be scheduled. Additional Training and On-Site Support: All travel and associated travel expenses for the on-site installation work during the initial setup are included in the Fee set forth above. If Customer requests additional on-site work, travel and out-of-pocket expenses will be billed at $1,750.00 per day (minimum of 2 days) with at least 15-day advance notice from Customer. If 8-14 days advance notice is provided by Customer, the rate increases to $2,000.00 per day (minimum of 2 days), and if the notice is less than 7 days, the rate increases to $2,500.00 per day (minimum of 2 days). If changes are made to a travel schedule after plans are confirmed, Customer is responsible for any change fees or price changes incurred for airfare, hotel or car rental. On-Going Support: Customer has the option of purchasing support services by entering into a PremierPro Support and Maintenance Agreement with Company. Upon entering into this PremierPro Support and Maintenance Agreement, annual support and maintenance fees are due. The PremierPro Support and Maintenance Agreement details the scope of services and pricing associated with Customer's implementation of such support services, including any warranty periods identified above. Selectron TECHNOLOGIES, INC �� ctron TECHN�JLOGIES, INC Statement of Work Clearwater, FL Relay Building & Planning 1. Overview ......................................................................................................2 1.1. Revision History ................................................................................................................ 2 2. Functionality .................................................................................................3 2.1. The Relay Platform ........................................................................................................... 3 2.2. Permit Pack ....................................................................................................................... 3 3. System Integration ........................................................................................5 3.1. Application Database Interfaces ...................................................................................... S 4. Deployment Model .......................................................................................6 5. Administrative Tasks .....................................................................................7 5.1. Run System Reports ......................................................................................................... 7 5.2. Configure Transfer Rules .................................................................................................. 7 5.3. Set Office Hours and Holidays .......................................................................................... 7 5.4. Append an Optional Message .......................................................................................... 7 5.5. Maintain Correction Codes .............................................................................................. 8 6. Responsibilities .............................................................................................9 6.1. Selectron Technologies, Inc .............................................................................................. 9 6.2. Clearwater, FL ................................................................................................................. 11 September 23, 2015 Page 1 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC 1. Overview This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc. (Selectron) to Clearwater, FL (Clearwater or Customer). The features, functionality, and services are provided through Selectron Technologies' Relay communication platform (Relay). 1.1. Revision History 1.0 I Initial Release 9/22/2015 September 23, 2015 Page 2 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC 2. Functionality This section details the functionality of each application included in Relay. All functions and features are dependent upon the accessibility of Clearwater's Accela Automation application database to provide the given data to Relay. 2.1. The Relay Platform Clearwater'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 Clearwater. 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 2.2. Clearwater's solution includes the following application pack and channels: • Application packs: o Permit Pack • Channels: o IVR Permit Pack Clearwater will be configured with the Relay Permit Pack. The Permit Pack offers Clearwater'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: • Access inspection results • Post inspection results • Permit based messaging • Schedule inspections • Cancel inspections • Post correction codes • Hear site address for the permit September 23, 2015 Page 3 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC All permit, inspection, and/or code information is made available through an API to the Accela Automation 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 Permit Pack provides callers with an Interactive Voice Response (IVR) system for accessing and posting permit information. Users can call the IVR and enter a permit number to access permit information and functions. Upon entering a valid permit number, the user can schedule, reschedule, and/or cancel inspections. The caller can leave a message for the inspector, if they wish. After an inspection has been scheduled/rescheduled/canceled, the caller will receive a confirmation number. Callers are also able to post or obtain inspection results via the IVR. When posting results, the caller will need to enter a valid Inspector PIN number (or some other validation number to be determined during implementation). The PIN can be determined by Clearwater, but must be validated by the Accela Automation database. When posting results, inspectors can add correction codes. When a caller obtains inspection results, any associated correction codes and descriptions will also be read to the caller. If desired, callers can be given the option to transfer to an agent. If a caller requests a transfer, the Relay IVR performs a hook-flash transfer to a number specified by Clearwater. September 23, 2015 Page 4 of 12 Trusted Solutions, Real Value. _ Selectron TECHNOLOGIES, INC 3. System Integration Depending on the implemented features, Relay requires varying levels of integration with other Clearwater components. These are described in the following sections. 3.1. Application Database Interfaces It is anticipated that Selectron will be integrating with Clearwater's Accela Automation application database. All data-based interactivity on the solution is reliant upon data being available via the API. Selectron typically integrates to the application database in the following manner: • Authenticate user credentials input to access data: o Permit information • Read associated information (see Application Pack descriptions for account data being queried) September 23, 2015 Page 5 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC 4. Deployment Model This implementation of Relay will be deployed on premise at Clearwater. Selectron will be providing the following hardware to support the Relay solution: 1 physical production server. For virtual or physical servers, relay requires these minimum specifications: • Quad-CorelntelProcessor • 16gb RAM • 250gb RAID 5 drives • MS Windows 2012 R2, 64-bit If the customer is providing S4L, you must provide: • Microsoft SQL Server 2008 or 2012 Clearwater's solution is licensed for: • Four (4) inbound VoIP/SIP IVR ports allowing for up to four concurrent calls September 23, 2015 Page 6 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, iNC 5. Administrative Tasks This section details administrative tasks that can be performed in order to manage Relay. All system administration for Relay is handled through the Relay Portal web application. Clearwater will be provided with a single set of user credentials for the Relay Portal application during the implementation process. Additional users can be created by the Clearwater's System Administrator as needed. The Relay Portal provides Clearwater administrators with a single platform for viewing system usage and health, running reports, and configuring various system settings. 5.1. 5.2. 5.3. 5.4. September 23, 2015 Run System Reports Relay features extensive channel logging. Clearwater administrators will be able to run system reports via the Relay Portal. Reports that can be run by the administrator include: • System Usage (overall (by channel), by port (for IVR), or by hour) • System Statistics � Call Activity Details • Actions • Payments • Email Activity • Inspector Posting Activity Configure Transfer Rules Operator transfer settings (such as destination numbers and times) can be managed using the Relay Portal. Set Office Hours and Holidays Relay will check against the defined office hours and holidays schedule to determine the correct action when transferring calls. Administration of office hours and holidays can be accomplished through the Relay Portal. Append an Optional Message Optional messages are configurable voice messages that can be enabled on the IVR. When enabled, the optional message will be played for all callers who access the solution. An example of an optional message would be informing callers of changes in office hours or upcoming holidays. The Clearwater system administrator is responsible for recording the optional greeting by calling the IVR and accessing the hidden administrative menu. Page 7 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC 5.5. September 23, 2015 Maintain Correction Codes The system administrator is responsible for adding, editing, and deleting correction codes using the Relay Portal. When correction codes are added, the system administrator must also create a corresponding recording of the description to be played back to callers. Selectron Technologies assists the Customer with the initial code configuration and description recording during the implementation phase. Page 8 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC 6. Responsibilities 6.1. Selectron Technologies, Inc. This section outlines Selectron Technologies' responsibilities regarding service initiation and operation. 6.1.1. Provide Project Management Selectron Technologies assigns a Project Manager to the service initiation. The Project Manager is the Customer's primary contact at Selectron Technologies and coordinates all necessary communication and resources. 6.1.2. Provide Documentation The Project Manager provides the Customer with the following documents to help facilitate the service initiation process: • Implementation Questionnaire- gathers critical information needed to setup and initiate the service. This includes information on the toll-free numbers, call volume, APIs, account validation information, and the types of payments being gathered. • Remote Access Questionnaire- details information needed by Selectron Technologies to remotely access the Customer's network and application database, prior to system initiation, to allow for complete system testing. • Implementation Timetable- details project schedule and all project milestones. • Qualitv Assurance Test Plan- assists the Customer in determining that the interactive solution is functioning as specified in the Contract. • Service Acceptance Si�n-off Form- indicates that the Customer has verified service functionality. 6.1.3. Develop Channel Design September 23, 2015 The Project Manager works with the Customer to develop and complete the following portions of channel design: • IVR call flow design Software development cannot begin until these design elements are completed and approved by the Customer. Page 9 of 12 Trusted Solutions. Real Value. Selectron TECHNOlOG1E5, INC 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 two days of onsite installation and training for Clearwater's Relay solution. 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: • Toll free phone number(s) • Web addresses • Department logo (preferably in EPS format) • Department address • A description of functionality • Additional contact/informational phone numbers • Samples: where to find account/ 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 September 23, 2015 After service initiation, Clearwater's Accela Automation database application may release new updates to their application or its interface. Upgrading the Relay interface to be compatible with any Clearwater application database (or other application database software) may require professional services outside the scope of this service. Page 10 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC 6.2. Clearwater, FL This section outlines the Customer's service initiation and maintenance requirements and responsibilities. 6.2.1. Return Questionnaires and Information Selectron Technologies' Project Manager provides Clearwater 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 • Permit status codes and types • Inspection types and descriptions • Validations used for scheduling an inspection • Correction codes and descriptions • Permit numbering scheme 6.2.3. Approve Channel Configuration The Customer is responsible for approving the application design developed by Selectron Technologies' Project Manager. This includes reviewing: • Call flow for the IVR solution Once the channel design(s) have been approved, software development begins. September 23, 2015 Page 11 of 12 Trusted Solutions. Real Value. Selectron TECHNOLOGIES, INC 6.2.4. Provide Remote Network Access to Application Database(s) In order to fully test the interactive solution, Selectron Technologies requires access to Clearwater's application database(s) prior to installation. Selectron Technologies' Project Manager provides a Remote Access Questionnaire to help Clearwater identify the necessary requirements. If remote access is not granted, the Customer should inform the Project Manager immediately. While system installation can be successful without prior access to the database, additional, post-installation development and testing time will be necessary, delaying system activation by 1-2 weeks. 6.2.5. Provide System Access Selectron Technologies requires access to the Customer's network and database/ system. Changing or deleting access accounts could lead to disruption in service for the interactive solution and/or Selectron Technologies' ability to provide timely support. Please notify Selectron Technologies immediately if the accounts for the Application database, payment gateway or network are modified. Clearwater 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 Clearwater, 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. September 23, 2015 Page 12 of 12 Trusted Solutions. Real Value.