HomeMy WebLinkAboutC2013-387 - 9/4/2013 - NA . •
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 7405 SW Tech Center Drive Suite 140, Portland, OR 97223, and its
successors and assigns("Licensor"),and the City of Corpus Christi,Texas("Customer").
Recitals
Whereas, as between Licensor and Customer, Licensor 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, Licensor wishes to grant to Customer, and Customer desires to obtain from Licensor, certain rights to access and
use, and to permit authorized Customer employees to access and use the Licensed Software through Licensor'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 1.6 "Server Program" shall mean the object
code form of those portions of the Licensed Software that are
For purposes of this Agreement, the following terms shall have both designed to be installed and used on a server, and are
the following meanings. Any capitalized terms used in this expressly designated as"Server Program(s)"in Exhibit A.
Agreement that are not defined in this Section 1 shall have the
meaning given to them elsewhere in this Agreement. 1.7 "Service" shall mean the service by which
software products and services (including, without limitation,
1.1 "Derivative Work" shall mean a new or the Server Programs) hosted on servers controlled by Licensor
modified work that is based on or derived from a preexisting and,as applicable,its designees,are made available through the
work, including, without limitation, a work that, in the absence Internet for remote use by third parties.
of a license, would infringe the copyright in such preexisting
work or that uses trade secrets or other proprietary information
with respect to such preexisting work. 1.8 "Term" shall have the meaning set forth in
Section 12.1.
1.2 "Documentation" shall mean the standard
documentation for the Licensed Software,as generally provided 1.9 "Trademarks" shall mean (a)the
by Licensor to its other customers. trademarks, trade names, and service marks used by a party,
whether registered or unregistered; (b)the respective stylistic
marks and distinctive logotypes for such trademarks, trade
1.3 "Employee" shall mean a then current names, and service marks; and (c)such other marks and
employee of Customer. logotypes as either party may designate from time to time in
writing.
1.4 "Intellectual Property Rights" shall mean
worldwide statutory and common law rights associated with 1.10 "Updates" shall mean any modifications,
(a)patents and patent applications; (b)works of authorship, error corrections,bug fixes,new releases,or other updates of or
including copyrights, copyright applications, copyright to the Server Programs and Documentation that may be
registrations,and"moral rights"; (c)the protection of trade and provided or otherwise made available hereunder by Licensor to
industrial secrets and confidential information; (d)Trademarks Customer during the Term.
(as defined herein); and (e)divisions, continuations, renewals,
and re-issuances of any of the foregoing, now existing or
acquired in the future. 2. Grant of License;Restrictions
1.5 "Licensed Software" shall mean, 2.1 Grant of License to Use Server Programs.
collectively, (a)those Server Programs that are set forth in Subject to the terms and conditions of this Agreement and the
Exhibit A.(b)the Documentation;and(c)any Updates. timely payment of all fees hereunder, Licensor hereby grants to
2013-387
9/04/13
Selectron Technologies Inc. INDEXED
Customer a non-exclusive, nontransferable, nonsublicensable, 3. Deliverables and Services
limited license, during the Term, to access and use the Server
Programs as made available by Licensor through the Service, 3.1 Delivery of Documentation. Licensor shall
solely in accordance with the Documentation and solely for provide Customer with the Documentation according to the
Customer's own internal business use. Customer may only delivery terms and conditions set forth in Exhibit A. All
access and use the Server Programs with valid customer deliveries under this Agreement, including, without limitation,
identification(s) and password(s) granted to Customer by any Documentation,shall be F.O.B.Licensor's facilities.
Licensor pursuant to Section 3.2. Except as set forth in this
Section 2.1, no other right or license of any kind is granted by 3.2 Customer Identification and Passwords.
Licensor to Customer hereunder with respect to the Server Licensor shall provide Customer with identification and
Programs. passwords, which Customer must use to access and use the
Licensed Software and/or the Service. Customer shall receive
2.2 Restrictions. Customer hereby one "Administrator Identification" and one "Administrator
acknowledges and agrees that it shall not use the Service for any Password" that may be used by Customer's system
purpose other than the purpose for which Licensor has administrator or other qualified Employee, in accordance with
developed the Service, and that it shall use the Licensed the Documentation, to access certain Customer account
Software and the Service in accordance with all applicable laws, information and to obtain and issue individual "User
rules,and regulations. Customer shall not,and shall not permit Identification" and "User Passwords" for each individual
any Employee or third party to:(a)copy all or any portion of the Employee who shall be accessing the Licensed Software and/or
Licensed Software or the Service; (b)decompile, disassemble or the Service. Licensor and/or its suppliers or licensors shall
otherwise reverse engineer the Licensed Software or the control the issuance of each Administrator Identification,
Service, or any portion thereof, or determine or attempt to Administrator Password, User Identification, and User
determine any source code,algorithms, methods,or techniques Password. Customer(a)hereby acknowledges that it bears sole
used or embodied in the Licensed Software or Service or any responsibility for protecting all Administrator Identifications,
portion thereof, except and only to the extent that applicable Administrator Passwords, User Identifications , and User
law, notwithstanding this limitation, expressly permits such Passwords granted in connection with this Agreement; (b)shall
activity; (c)modify, translate, or create any Derivative Works not provide any such information to any third party;and(c)shall
based upon the Licensed Software or the Service; (d)distribute, remain fully responsible and liable for(and Licensor shall not be
disclose, market, rent, lease, sell,timeshare, assign, sublicense, responsible or liable for) any unauthorized use of any
pledge, or otherwise transfer the Licensed Software or the Administrator Identifications, Administrator Passwords, User
Service, in whole or in part, to any third party, or use the Identifications,or User Passwords.
Licensed Software for the commercial or other benefit of a third
party; (e)remove or alter any copyright, Trademark, or other 3.3 Hosting. During the Term, Licensor and/or
proprietary notices,legends,symbols,or labels appearing on or its designees shall host and maintain the Server Programs and
in the Licensed Software or the Service; (f)perform, or release the Service, and provide access thereto, subject to the terms
the results of, benchmark tests or other comparisons of the and conditions of this Agreement.
Licensed Software or the Service with other software or
materials; (g)permit the Licensed Software to be used for or in 3.4 Updates, Maintenance, and Technical
connection with any facility management, service bureau, or Support. During the Term,Licensor shall provide Customer with
time-sharing purposes, services, or arrangements, or otherwise (or, with respect to Server Programs, make available to
used for processing data or other information on behalf of any Customer) Updates as they are made generally available by
third party;(h)incorporate the Licensed Software or any portion Licensor to its other customers, as well as maintenance and
thereof into any other materials, products, or services, or use technical support, in accordance with the terms and conditions
the Licensed Software for production purposes; or (i)use the set forth in Exhibit B. Any Update provided or made available by
Licensed Software for any purpose other than in accordance Licensor hereunder shall be deemed part of the Licensed
with the terms and conditions of this Agreement. In the event Software and shall be subject to the terms and conditions of this
of any violation of this Section 2.2, Licensor may terminate this Agreement.
Agreement in accordance with Section 11.2, and shall be
entitled to equitable relief in accordance with Section 12.5. 3.5 Further Customer Obligations. Customer
shall be solely responsible for accessing the Server Programs
2.3 Restrictions. Licensor hereby acknowledges and the Service,and for any and all costs and fees in connection
that the Customer Materials will contain sensitive, personally- with accessing and using the Licensed Software and/or the
identifiable information. Licensor will not disclose Customer Service, including, without limitation, Internet service provider
Materials to any third-party and will maintain and use the fees, telecommunications fees, and the costs of any and all
Customer Materials only for purposes of making the Customer equipment used by Customer in connection with accessing the
Materials available to Customer. Licensor will promptly delete Licensed Software and/or the Service. Customer acknowledges
any Customer Materials that Customer requests in writing to be that Licensor shall have no obligation to assist Customer in using
deleted(except for data retention required by law).
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or accessing the Licensed Software or the Service except as the receiving party prior to its first receipt from the disclosing
expressly set forth in this Agreement. Party. The receiving party shall be entitled to disclose the
disclosing party's Proprietary Information if required by law or a
4. Fees and Payment judicial order; provided that the receiving party first provides
prompt notice of the required disclosure to the disclosing party,
Customer shall pay to Licensor service fees ("Service Fees") in and complies with any protective or similar order obtained by
the amounts and according to the terms and conditions set the disclosing party limiting the required disclosure. Customer's
forth in Exhibit A. obligations under this Section 6 are subject to Customer's
compliance with the Texas Public Information Act,Chapter 552,
5. Proprietary Rights Texas Government Code
As between Licensor and Customer,Licensor and/or its licensors 7. Representations and Warranties; Warranty
own and shall retain all right, title and interest, including, Disclaimer.
without limitation,all Intellectual Property Rights, in and to the
Licensed Software and the Service and any portions thereof, 7.1 Mutual Representations. Each party
including,without limitation,any copy or Derivative Work of the represents and warrants to the other party that the execution,
Licensed Software or Service (or any portion thereof) and any delivery and performance of this Agreement (a)is within its
Updates and upgrades thereto. Customer agrees to take any corporate powers,(b)has been duly authorized by all necessary
action reasonably requested by Licensor to evidence, maintain, corporate action on such party's part,and(c)does not and shall
enforce, or defend the foregoing. Customer shall not take any not contravene or constitute a default under, and is not and
action to jeopardize,encumber,limit,or interfere in any manner shall not be inconsistent with,any judgment decree or order,or
with Licensor's or its licensors' ownership of and rights with any contract, agreement, or other undertaking, applicable to
respect to the Licensed Software or Service, or any Derivative such party.
Work or Update or upgrade thereto. The Licensed Software is
licensed, not sold, and Customer shall have only those rights in 7.2 Limited Warranty. Subject to the limitations
and to the Licensed Software and Service and any Derivative set forth in this Agreement,Licensor represents and warrants to
Work or Update or upgrade thereto as are expressly granted to Customer that the Server Program, when used in accordance
it under this Agreement. with the Documentation, shall throughout the Term
substantially conform to the functional specifications in such
6. Proprietary Information Documentation as delivered to Customer. If Customer finds
what it reasonably believes to be a failure of the Server Program
During the Term of this Agreement and after the termination of to substantially conform to the functional specifications in the
this Agreement, the parties will take all steps reasonably Documentation, and provides Licensor with a written report
necessary to hold the other party's Proprietary Information in that describes such failure in sufficient detail to enable Licensor
confidence, will not use the other party's Proprietary to reproduce such failure, Licensor shall use commercially
Information in any manner or for any purpose not expressly set reasonable efforts to correct or provide a workaround for such
forth in this Agreement, and will not disclose any such failure at no additional charge to Customer. Outside the United
Proprietary Information to any third party without the disclosing States, this limited warranty is only available with proof of
party's express prior written consent. "Proprietary Information" purchase from an authorized non-U.S.source. EXCEPT FOR THE
includes,but is not limited to(a) the Licensed Software and the EXPRESS WARRANTY ABOVE, LICENSOR PROVIDES THE
Service(including any and all Derivative Works and Updates and LICENSED SOFTWARE AND SERVER PROGRAM TO CUSTOMER
upgrades thereto); (b) all Administrator Identifications, "AS IS"AND"AS AVAILABLE." LICENSOR MAKES NO WARRANTY
Administrator Passwords, User Identifications, and User THAT ALL ERRORS, FAILURES, OR DEFECTS SHALL BE
Passwords, Reports; (c) trade secrets, inventions, ideas, CORRECTED, OR THAT ACCESS TO OR USE OF THE SERVICE OR
processes,formulas,source and object codes,data,other works SERVER PROGRAM SHALL BE UNINTERRUPTED, ERROR-FREE,OR
of authorship, know-how, improvements, discoveries, SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE
developments, designs, and techniques; (d) information PROVIDED BY LICENSOR,ITS AGENTS,OR ITS EMPLOYEES,SHALL
regarding plans for research, development, new products, CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE
marketing and selling, budges and unpublished financial OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS
statements, licenses, prices and costs,suppliers and customers; AGREEMENT. Except as provided in Section 3.4,this Section 7.2
and (e) information regarding the skills and compensation of states the entire liability of Licensor and the sole and exclusive
employees. Nothing will be considered to be Proprietary remedy of Customer with respect to any express or implied
Information if(1) it is readily available to the public other than warranties hereunder or otherwise in connection with this
by a breach of this Agreement;(2)it has been rightfully received Agreement,regardless of whether Licensor knows or has reason
by the receiving party from a third party without confidential to know of Customer's particular needs.
limitations; (3) it has been independently developed by the
receiving party without reference to or use of the disclosing 7.3 Exclusive Warranty. THE EXPRESS
party's Proprietary Information;or(4)it was rightfully known to WARRANTY SET FORTH IN SECTION 7.2 CONSTITUTES THE ONLY
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WARRANTY MADE BY LICENSOR WITH RESPECT TO THE solely responsible for ensuring a secure environment for
LICENSED SOFTWARE, THE SERVER PROGRAM, THE SERVICE, information it transfers from the Licensed Software,if any.
AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. Further,Customer acknowledges and agrees that Licensor does
LICENSOR MAKES NO OTHER, AND HEREBY DISCLAIMS ALL not operate or control the Internet and that Licensor shall have
OTHER, REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF no responsibility or liability in connection with a breach of
ANY KIND,WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY security or privacy regarding the Licensed Software,Server
OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO THE Program,or the Service or information contained therein that is
LICENSED SOFTWARE,THE SERVER PROGRAM,THE SERVICE,OR caused by(i)viruses,worms,Trojan horses,or other undesirable
ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. LICENSOR data or software;(ii)unauthorized users,e.g.,hackers;or(iii)
EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF any other third party or activity beyond Licensor's reasonable
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, control.
TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT
MAY ARISE FROM COURSE OF DEALING, COURSE OF 8.2 Outbound Services Disclaimer. Outbound
PERFORMANCE, OR USAGE OF TRADE. LICENSOR DOES NOT services are intended to create additional methods of
WARRANT THAT ANY USE OF OR ACCESS TO THE LICENSED communication to Customer's employees who use the Licensed
SOFTWARE,THE SERVER PROGRAM, OR THE SERVICE SHALL BE Software and Server Program in support of existing processes.
ERROR-FREE OR SECURE, OR THAT OPERATION OF THE These services are not intended to replace all interaction with
LICENSED SOFTWARE,THE SERVER PROGRAM, OR THE SERVICE Customer's end users or employees. While the outbound
SHALL BE UNINTERRUPTED, AND HEREBY DISCLAIMS ANY AND services have been created with the best available tools and
ALL LIABILITY IN CONNECTION THEREWITH. CUSTOMER practices, they are dependent on infrastructure that is
ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES inherently not fail-proof, including but not limited to
OTHER THAN THE EXPRESS WARRANTY IN SECTION 7.2 OF THIS infrastructure such as software, computer hardware, network
AGREEMENT. Sections 8.2 and 8.3 shall be enforceable to the services,telephone services,and e-mail. Examples of situations
fullest extent allowed by applicable law. that could cause failure include but are not limited to: down
phone lines, all lines busy, equipment failure, email address
7.4 Defects Not Covered by Warranties. changes, Internet service disruptions. For this reason, while
Licensor shall have no obligations under Section 8.2 to the outbound services are valuable in providing enhanced
extent any nonconformance or failure of, or error in, the communication,they are specifically not designed to be used as
Licensed Software, Server Program, or Service is caused by: the sole method to deliver critical messages. Customer
(a)use of any attachment, feature, hardware, software, or acknowledges that it is aware of the potential hazards
device in connection with the Licensed Software, Server associated with relying on an automated outbound service
Program, or the Service, or combination of the Licensed feature,when using the Licensed Software and Server Program,
Software,Server Program,or Service with any other materials or and Customer acknowledges and agrees that it is giving up in
service, unless the combination is performed by Licensor; advance any right to sue or make any claim against Licensor,
(b)transportation, neglect, misuse, or misapplication of the and that Customer forever releases Licensor from any and all
Licensed Software,Server Program,or the Service,or any use of liability caused by: (a) any failed call attempts (including excess
the Licensed Software,Server Program,or the Service that is not of calls over and above network or system capacity),incomplete
in accordance with this Agreement and/or the Documentation; calls, or any busy-outs; (ii)any failure to transmit, obtain or
(c)alteration, modification, or enhancement of the Licensed collect data from callers or for human and machine errors,
Software, Server Program, or the Service, except as may be faulty or erroneous input, inarticulate caller communication,
performed by Licensor; or (d)failure to provide a suitable use caller delays or call lengths exceeding estimated call lengths or
environment for all or any part of the Licensed Software,Server omissions, delays and losses in connection with the Services
Program,or the Service. provided hereunder; or (iii) if Customer, or Customer's
employees, suffer injury or damage due to the failure of
8. Security Disclaimer outbound services to operate, even though Customer does not
know what or how extensive those injuries or damages might
8.1 Internet Security. Licensor's Licensed be, unless such Losses were directly attributed to Company's
Software is made available through the Internet and may be gross negligence or willful misconduct.
used to access and transfer information over the Internet. 9. Indemnification
Customer is solely responsible for the security and integrity of
information it transfers from the Licensed Software,if any.
9.1 Indemnity Obligations of Licensor. Licensor
Licensor makes no representations or warranties to Customer shall defend any action brought against Customer to the extent
regarding(i)the security or privacy of Customer's network it is based on a third party claim that use by Customer of the
environment,or(ii)any third party technologies'or services' Licensed Software as furnished hereunder, which use is in
ability to meet Customer's security and privacy needs. These accordance with the terms and conditions of this Agreement,
third party technologies and services may include,but are not directly infringes any valid United States patent, copyright, or
limited to,operating systems,database management systems, trade secret. Licensor shall pay any liabilities, costs, damages,
web servers,and payment processing services. Customer is and expenses (including reasonable attorney's fees) finally
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awarded against Customer in such action that are attributable 10. Limitation of Liability
to such claim,provided:(a)Customer notifies Licensor in writing
of any such claim within three(3)days of learning of such claim; 10.1 Limited Remedy. TO THE MAXIMUM
(b)Licensor has sole control of the defense and all related EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL
settlement negotiations; and (c)Customer cooperates with LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY
Licensor, at Licensor's expense, in defending or settling such LOSS OF PROFITS,LOSS OF BUSINESS,LOSS OF USE OR DATA,OR
claim(provided that Licensor shall not enter into any settlement INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
or other compromise that materially adversely affects Customer INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
without Customer's written approval, not to be unreasonably DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING
withheld,delayed,or conditioned). In addition to the foregoing, FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT
Customer agrees to promptly notify Licensor of any known or MATTER HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
suspected infringement or misappropriation of Licensor's POSSIBILITY OF SUCH DAMAGES,HOWEVER CAUSED.
proprietary rights of which Customer becomes aware. Should
the Licensed Software, Server Program, or the Service become, 10.2 Maximum Liability. Notwithstanding
or be likely to become in Licensor's opinion, the subject of any anything in this Agreement to the contrary or the failure of
claim of infringement,Licensor may,at its option:(i)procure for essential purpose of any limited remedy or limitation of liability,
Customer the right to continue using the potentially infringing Licensor's entire liability arising from or relating to this
materials; (ii)replace or modify the potentially infringing Agreement or the subject matter hereof,under any legal theory
materials to make them non-infringing; or (iii)terminate this (whether in contract, tort or otherwise), shall not exceed the
Agreement and provide Customer with a refund equal to the amounts actually received by Licensor from Customer
set-up fees paid by Customer, less an amount equal to the hereunder in the twelve(12)months immediately preceding the
depreciated portion of such fees calculated on a five (5) year action that gave rise to the claim. Customer acknowledges that
straight-line basis. the License Fees and Service Fees reflect the allocation of risk
set forth in this Agreement and that Licensor would not enter
9.2 Exclusions. Licensor shall have no liability into this Agreement without the limitations on liability set forth
for any claim based upon:(a)the use,operation,or combination in this Agreement.
of the Licensed Software, Server Program, or the Service with
non-Licensor programs, data, equipment, or documentation if 11. Term and Termination
liability would have been avoided but for such use,operation,or
combination; (b)use of other than the then-current, unaltered 11.1 Term. The term of this Agreement (the
version of the Licensed Software, Server Program, or Service; "Term")shall commence on the Effective Date and continue for
(c)Customer's or its agents' or Employees' activities after an initial period of one (1) year therefrom, and shall
Licensor has notified Customer that Licensor believes such automatically renew for successive one (1) year periods unless
activities may result in infringement; (d)any modifications to or either party notifies the other of its intention not to renew prior
markings of the Licensed Software, Server Program, or the to ninety (90) days before the end of the then-current term.
Service that are not specifically authorized in writing by Notwithstanding the foregoing sentence, both parties recognize
Licensor; (e)any third party software; (f)any Customer that the continuation of any contract after the close of any fiscal
Materials; or (g)Customer's breach or alleged breach of this year of the Customer shall be subject to appropriations and
Agreement. Customer shall pay any liabilities, costs, damages, budget approval providing for covering such contract item as
and expenses (including reasonable attorney's fees) awarded expenditure in said budget. Customer does not represent that
against Licensor in such action that are attributable to such the budget item for this agreement will be actually adopted,
claim provided: (i)Licensor notifies Customer in writing of any said determination being within the sole discretion of the City
such claim within three (3) days of learning of such claim; Council at the time of adoption of such budget. Should
(ii)Customer has sole control of the defense and all related Customer's annual budget not provide funding for this
settlement negotiations(provided that Customer shall not enter agreement,then this agreement shall terminate upon thirty(30)
into any settlement or other compromise that materially days advance written notice to Licensor.
adversely affects Licensor without Licensor's written approval,
which shall not be unreasonably withheld, delayed, or 11.2 Termination for Default. If either party
conditioned); and (iii)Licensor cooperates with Customer, at materially defaults in any of its obligations under this
Customer's expense,in defending or settling such claim. Agreement, the non-defaulting party, at its option, shall have
the right to terminate this Agreement by written notice to the
9.3 This Section 10 states the entire liability of other party unless,within sixty(60)calendar days after written
Licensor and the exclusive remedy of Customer with respect to notice of such default, the defaulting party remedies the
infringement of any third-party intellectual property or other default, or, in the case of a default which cannot with due
rights, whether under theory of warranty, indemnity, or diligence be cured within a period of sixty (60) calendar days,
otherwise. the defaulting party institutes within the sixty (60-) day- period
substantial steps necessary to remedy the default and
thereafter diligently prosecutes the same to completion.
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Notwithstanding anything herein to the contrary, in the event in writing,shall reference this Agreement,and shall be deemed
Customer breaches Sections 2.2, 6 and/or 6 of this Agreement, to be properly given (on the earliest of): (a)when delivered
Licensor may immediately terminate this Agreement. Customer personally; (b)when sent by facsimile, with written
shall notify Licensor within twenty-four(24)hours of Customer's confirmation of receipt; or (c)upon receipt three (3) days after
becoming aware of any breach (other than by Licensor) of the having been sent by registered or certified mail, return receipt
terms and conditions of this Agreement, including, without requested, postage prepaid. All notices shall be sent to the
limitation,any breach of Sections 2.2,6 or 6. address set forth below (or to such other address as may be
designated by a party by giving written notice to the other party
11.3 Termination for Bankruptcy. Either party pursuant to this Section 13.1):
may terminate this Agreement if the other party (a)becomes
insolvent; (b)fails to pay its debts or perform its obligations in 12.2 Governing Law; Jurisdiction. This
the ordinary course of business as they mature; (c)is declared Agreement shall be governed by and construed in accordance
insolvent or admits its insolvency or inability to pay its debts or with the laws of the State of Texas, U.S.A.,without reference to
perform its obligations as they mature; or (d)becomes the its conflicts of law provisions. The United Nations Convention
subject of any voluntary or involuntary proceeding in on Contracts for the International Sale of Goods does not apply
bankruptcy, liquidation, dissolution, receivership, attachment, to and shall not be used to interpret this Agreement. Any
or composition, or makes a general assignment for the benefit dispute regarding this Agreement must be brought in the state
of creditors, provided that, in the case of an involuntary or federal courts located in Nueces County,Texas,U.S.A.
proceeding, the proceeding is not dismissed with prejudice
within sixty(60)days after the institution thereof. 12.3 Construction. This Agreement has been
negotiated by the parties and their respective counsel. This
11.4 Effect of Termination. Upon the expiration Agreement shall be interpreted fairly in accordance with its
or termination of this Agreement,all rights and licenses granted terms and without any construction in favor of or against either
to Customer hereunder shall immediately and automatically party.
terminate. Within ten (10) days after any termination or
expiration of this Agreement, Customer shall, at its sole 12.4 Attorneys' Fees. If any legal action is
expense, return to Licensor (or destroy, at Licensor's sole brought relating to this Agreement or the breach hereof, the
election) all Licensed Software and Confidential Information prevailing party in any final judgment shall be entitled to the full
(and all copies, summaries, and extracts thereof) then in the amount of all reasonable expenses, including all court costs and
possession or under the control of Customer and its current or actual attorney fees paid or incurred in good faith.
former employees. Customer shall furnish to Licensor an
affidavit signed by an officer of Customer certifying that,to the 12.5 Injunctive Relief. In the event that
best of its knowledge, such delivery or destruction has been Customer breaches any provision of Sections 2, 6, or 7 or any
fully effected. Termination of this Agreement by either party other material provision of this Agreement, Customer
shall not act as a waiver of any breach of this Agreement and acknowledges and agrees that there can be no adequate
shall not act as a release of either party from any liability for remedy at law to compensate Licensor for such breach,that any
breach of such party's obligations under this Agreement. such breach will allow Customer or third parties to compete
Neither party shall be liable to the other for damages of any unfairly with Licensor resulting in irreparable harm to Licensor
kind solely as a result of terminating this Agreement in that would be difficult to measure; and, therefore, that upon
accordance with its terms. Either party's termination of this any such breach or threat thereof, Licensor shall be entitled to
Agreement shall be without prejudice to any other right or injunctive and other appropriate equitable relief (without the
remedy that it may have at law or in equity,and shall not relieve necessity of proving actual damages or of posting a bond or
either party of breaches occurring prior to the effective date of other security), in addition to whatever remedies Licensor may
such termination. The provisions of Sections 1 ("Definitions"), have at law,in equity,under this Agreement,or otherwise.
2.2,2.4("Restrictions"),5("Proprietary Rights"),6("Proprietary
Information"), 7 ("Representations and Warranties; Warranty 12.6 Waiver. The waiver by either party of a
Disclaimer"), 8 ("Security Disclaimer"), 10 ("Indemnification"), breach of or a default under any provision of this Agreement,
11 ("Limitation of Liability"), 12 ("Term and Termination") and shall be in writing and shall not be construed as a waiver of any
13 ("General Provisions"), and Sections 3.4 ("Updates, subsequent breach of or default under the same or any other
Maintenance, and Technical Support") and 4 ("Fees and provision of this Agreement, nor shall any delay or omission on
Payment")(with respect to amounts accrued but as-yet unpaid), the part of either party to exercise or avail itself of any right or
shall survive the expiration or any termination of this remedy that it has or may have hereunder operate as a waiver
Agreement. of any right or remedy.
12. General Provisions 12.7 Severability. If the application of any
provision of this Agreement to any particular facts or
12.1 Notices. Any notice, request, demand or circumstances shall be held to be invalid or unenforceable,then
other communication required or permitted hereunder shall be (a)the validity and enforceability of such provision as applied to
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any other particular facts or circumstances and the validity of 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, the
other provisions of this Agreement shall not in any way be Licensed Software, Server Program, and Service are licensed to
affected or impaired thereby, and (b)such provision shall be any U.S. Government End Users (i) only as a commercial end
enforced to the maximum extent possible so as to effect the item and (ii) with only those rights as are granted to all other
intent of the parties and reformed without further action by the end users pursuant to the terms and conditions herein.
parties to the extent necessary to make such provision valid and Manufacturer is Selectron Technologies, Inc., 7405 SW Tech
enforceable. Without limiting the generality of the foregoing, Center Drive, Suite 140, Portland, Oregon 97223, USA. This
Customer agrees that Section 8.3 will remain in effect Section, consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §
notwithstanding the unenforceability of any provision in 227.7202 is in lieu of, and supersedes, any other Federal
Sections 8.2 and/or 8.4. Acquisition Regulation, Defense Federal Acquisition Regulation
Supplement,or other clause or provision that addresses United
12.8 Independent Contractor Relationship. States Government rights in computer software,technical data,
Licensor's relationship with Customer will be that of or computer software documentation.
independent contractor, and nothing contained in this
Agreement shall be deemed or construed as creating a joint (b) The parties agree that, in the event that Customer is a
venture, partnership, or employer-employee relationship. governmental entity, all other state and local governments
Customer is not an agent of Licensor and is not authorized to within Customer's state may purchase a license from Licensor to
make any representation,contract,or commitment on behalf of use the Licensed Software and Server Program and may
Licensor, or to bind Licensor in any way. Licensor is not an purchase the Service, under the same terms and conditions as
agent of Customer and is not authorized to make any set forth in this Agreement by entering into a master services
representation, contract, or commitment on behalf of and hosting agreement with the same terms and conditions as
Customer,or to bind Customer in any way. Licensor will not be set forth herein with Licensor.
entitled to any of the benefits that Customer may make
available to its employees, such as group insurance, profit 12.12 Export Controls. The Licensed Software, Server
sharing,or retirement benefits. Program,and the Service are subject to the export control laws
of the United States and other countries. Customer may not
12.9 Force Majeure. Except for the payment of export or re-export the Licensed Software, Server Program, or
monies due hereunder, neither party shall be responsible or Service, unless Customer has first obtained Licensor's prior
have any liability for any delay or failure to perform to the written permission and the appropriate United States and
extent due to unforeseen circumstances or causes beyond its foreign government licenses, at Customer's sole expense.
reasonable control, including, without limitation, acts of God, Customer must otherwise comply with, and contractually
earthquake, fire, flood, embargoes, labor disputes and strikes, require that all of its employees comply with, all applicable
riots, war, error in the coding of electronic files, Internet or export control laws and regulations in the use of the Licensed
other network"brownouts" or failures, power failures, novelty Software, Server Program, and the Service. None of the
of product manufacture or other unanticipated product Licensed Software, and no part of the Service, may be
development problems,and acts of civil and military authorities; downloaded or otherwise exported or re-exported (a)into any
provided that such party gives the other party prompt written country for which the United States has a trade embargo, or
notice of the failure to perform and the reason therefor and (b)to anyone on the U.S.Treasury Department's list of Specially
uses its reasonable efforts to limit the resulting delay in its Designated Nationals or the U.S. Commerce Department's
performance and to mitigate the harm or damage caused by Denied Persons List. Customer represents and warrants that it
such delay. is not located in, under the control of, or a national or resident
of any such country or on any such list. Customer shall defend,
12.10 Public Announcements. Customer shall indemnify and hold Licensor and all successors, assigns,
cooperate with Licensor so that Licensor may issue a press affiliates, suppliers, and each of their officers, directors,
release concerning this Agreement;provided,however,Licensor employees, and agents harmless for,from, and against any and
may not release any such press release without the prior all claims, allegations, damages, liabilities, and costs and
approval of Customer (which shall not be unreasonably expenses(including without limitation attorneys'fees and costs)
withheld, delayed, or conditioned). However, without seeking arising out of Customer's violation of such export control laws.
prior approval in each instance, Licensor shall have the right to Licensor further agrees to comply with the United States
use Customer's name as a customer reference, and to use Foreign Corrupt Practices Act,as amended.
Customer's trade name on Licensor's customer lists.
12.13 Captions and Section Headings. The
12.11 U.S. Government Rights. (a) The Licensed Software, captions and Section and paragraph headings used in this
Server Program, and Service are "commercial items", as that Agreement are inserted for convenience only and shall not
term is defined at 48 C.F.R. 2.101, consisting of "commercial affect the meaning or interpretation of this Agreement.
computer software" and "commercial computer software
documentation", as such terms are used in 48 C.F.R. 12.212 or 12.14 Counterparts. This Agreement may be
48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. signed in one or more counterparts, each of which will be
7
deemed to be an original copy of this Agreement, and, when order or similar document submitted by Customer to Licensor
taken together,shall be deemed to constitute one and the same will not modify the terms and conditions of this Agreement or
agreement. Each party agrees that the delivery of this have any force or effect.
Agreement by facsimile transmission or by PDF attachment to
an e-mail transmission will be deemed to be an original of the 12.16 Entire Agreement; Amendment. This
Agreement so transmitted and, at the request of either party, Agreement,including the Exhibit(s)attached hereto,constitutes
the other party will confirm facsimile or e-mail transmitted the entire agreement between the parties concerning the
signatures by providing the original document. subject matter hereof, and supersedes (a)all prior or
contemporaneous representations, discussions, proposals,
12.15 Modification; Subsequent Terms. No negotiations, conditions, agreements, and communications,
amendment or modification of any provision of this Agreement whether oral or written, between the parties relating to the
shall be effective unless in writing and signed by a duly subject matter of this Agreement, and (b)all past courses of
authorized signatory of Licensor and Customer. To the extent dealing and industry custom.
that the terms and conditions of the Exhibits hereto or Exhibits
to subsequent amendments or modifications of or to the 12.17 Insurance. Licensor shall obtain and
Agreement ("Subsequent Terms") differ from those herein, maintain insurance as required by Customer's Risk Management
those Subsequent Terms shall control the interpretation and Department.
any conflict resolution thereof. The terms on any purchase
8
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 CHNOLOGIES,INC. CUSTOM 101,
By: � By:
.i ,
Signa ure � ature
Name: 1; • A •1 - Name: 01AAka. L. O So
Title: Prbk A\ [ CEO Title: C:0- C�QY
Date: 13Ot2P7 Date: "LIIaI1� J
Address:7405 SW Tech Center Drive,#140 Address: taok (_ pctrd.
Portland,OR 97223 eacp ehriiN , -(•______
Approved ss tO tort":_ 13
Lisa Agu+t
Assistant City Attorney
For City Attorney
9
EXHIBIT A
License and Service Fees
Latchkey IVR Hosted Solution
Description Investment
One Time Setup Fee—Hosted Latchkey IVR Solutionl,2 $5,000
Included Base Functionality:
• Speak Total Balance Due(Input Key:10-digit phone number)
• Pay Entire Balance via Credit Card(Assumes integration with a Selectron
partner for payment gateway&processing)
• Payment Confirmation E-mail(if a valid e-mail address exists on the Latchkey database)
• Payment Record Posting to the Latchkey database
• Selectron-Provided web service that will allow the IVR to read/update/insert records into
the Latchkey SQL database.The City of Corpus Christi will provide assistance(table
definitions,access,etc.).
Usage &Support Fee $6,000 Annually
• Includes up to 20,000 IVR calls per year, platform support,and service calls to
our Support Team
• Above 20,000 calls is billed at$0.50 per call
• Annual pre-pay and 3-year agreement required
• Company reserves the right to increase the annual fee by 5%per year after the
initial 3-year agreement
REQUIRED ITEMS NOT INCLUDED IN THIS QUOTE
• Does not include Merchant Account Provider Costs or Associated Fees, Payment Gateway Costs
or Fees
'Selectron Technologies can provide an on-premise solution at additional cost.
2SelectronTechnologies and/or its licensors own and shall retain all right,title and interest,including,without limitation,all
Intellectual Property Rights,in and to the Licensed Software and the Service and any portions thereof,including, without
limitation,any copy or Derivative Work of the Licensed Software or Service(or any portion thereof)and any Updates and
upgrades thereto.
10
Selectron product and service pricing and 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.
PAYMENT Schedule
One-Time Setup Fee
45% Invoiced Upon Receipt of Purchase Order or Contract Execution
55% Invoiced When System is Made Available for Client Testing
Annual Usage and Support Fees
100% Invoiced 30 calendar days after client testing is made available or when the system is
made operational to the public, whichever occurs first.This will also serve as the
annual renewal date for calculating usage and renewal.
Interest
Any amounts payable by Customer to Licensor hereunder which remain overdue for thirty (30) days or
longer shall be subject to interest equal to the lesser of one and one-half percent (1.5%) per month and
the maximum amount permitted by law, calculated on a daily basis.
Taxes
All prices set forth in this Agreement are in U.S. Dollars and are exclusive of any applicable taxes.
Customer shall pay, indemnify, and hold Licensor harmless from all import and export duties, customs
fees, levies, or imposts, and all sales, use, value added, or other fees, governmental charges, or taxes of
any nature (other than U.S. taxes on Licensor's income), including penalties and interest, and all
government permit or license fees assessed upon or with respect to any products sold, leased, or
licensed to Customer and any services rendered to Customer.
Payment Terms
Terms are net 30 from date of invoice. Past due invoices are subject to a 1.5% per month late fee.
Vendor Information
Selectron Technologies, Inc.
7405 SW Tech Center Drive, Suite 140 Portland, OR 97223
Ph: 503.443.1400 Fax: 503.443.2052
Time-and-Materials Billing Rates
Selectron will provide custom programming and non-warranty maintenance Client support on a time-
and-materials basis. Requested design, programming, testing, documentation, implementation work,
and customer support will be performed at our then current, standard published billing rates. Selectron
will issue a quote and scope of work to the Client. A purchase order must be issued before work can be
scheduled or begin.
11
EXHIBIT B
Maintenance and Technical Support
This Exhibit describes the software maintenance and support services that Licensor shall provide for Customer.
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 or the Service,as applicable,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 or the Service,as applicable,into material conformity with the Documentation.
C. "Priority A Error" means an Error that renders Licensed Software or the Service,as applicable,
inoperative or causes a complete failure of the Licensed Software or the Service,as applicable.
D. "Priority B Error" means an Error that substantially degrades the performance of Licensed
Software or the Service,as applicable,or materially restricts Customer's use of the Licensed Software or the
Service,as applicable.
E. "Priority C Error"means an Error that causes only a minor impact on Customer's use of Licensed
Software or the Service,as applicable.
II. Error Reporting and Resolution
A. Error Reporting. Licensor shall provide Customer 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
Licensor's normal business hours for the reporting of Priority B and Priority C Errors, in each event excluding
Licensor holidays.
B. Licensed Software Error Resolution. Licensor shall use commercially reasonable efforts to:
(a)notify applicable Vendors of all Licensed Software Errors properly reported by Customer in accordance with
Section II(A)of this Exhibit A. (b)make available to Customer any Error Corrections that are made available by such
Vendor(s)to Licensor promptly after such Error Corrections are delivered to Licensor;and (c)update Customer
with respect to the progress of the resolution of all Licensed Software Errors.
C. Service Error Resolution. Customer shall report all Errors in the Service to Licensor 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. Licensor shall use commercially reasonable efforts to
correct any Error in the Service reported by Customer,in accordance with the priority level actually assigned by
Licensor to such Error,as follows:
1. Priority A Service Errors. In the event of a Priority A Error in the Service, Licensor shall,
within two(2)hours of receiving Customer's report,commence verification of the Error. Upon verification,
Licensor shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use
commercially reasonable efforts to provide a workaround for the Service Error within twenty-four(24)hours of
receiving Customer's report of such Error,and an Error Correction within forty-eight(48)hours of receiving
Customer's report. Licensor shall provide Customer with periodic reports(no less frequently than once every
eight(8)hours)on the status of the Service Error Correction.
12
•
2. Priority B Service Errors. In the event of a Priority B Error in the Service, Licensor shall,
within six(6)hours of receiving Customer's report,commence verification of the Error. Upon verification, Licensor
shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use
commercially reasonable efforts to provide a workaround for the Service Error within forty-eight(48)hours of
receiving Customer's report of such Error,and an Error Correction within six(6)business days of receiving
Customer's report. Licensor shall provide Customer with periodic reports(no less frequently than once every
twelve(12) hours)on the status of the Service Error Correction.
3. Priority C Service Errors. In the event of a Priority C Error in the Service, Licensor shall,
within two(2)business days of receiving Customer's report,commence verification of the Error. Upon verification,
Licensor shall use commercially reasonable efforts to resolve the Error with an Error Correction. Licensor shall use
commercially reasonable efforts to provide a workaround for the Service Error within six(6)business days of
receiving Customer's report of such Error,and an Error Correction within three (3)weeks of receiving Customer's
report. Licensor shall provide Customer with periodic reports on the status of the Service Error Correction.
13
EXHIBIT C
Statement of Work
14
:� Selectron
Microsoft Partner
T E C H N O L O G I E S , I N C. Independent Software Vendor(ISV)
Statement of Work
City of Corpus Christi, TX
Latchkey Hosted IVR Solution
Payment Processing: Credit Card
SmartDelivery
www.SelectronTechnologies.com
Selectron Technologies,the Selectron Technologies logo,and all Selectron Technologies product names
contained herein are trademarks or registered trademarks of Selectron Technologies, Inc. in the USA
2.20.8 and/or other countries.All other brand names are trademarks of their respective holders.
Selectron Technologies Statement of Work proprietary&confidential
Table of Contents
1 .0 Overview 2
1.1 Revision History 2
2.0 Hosted Managed Services 2
2.1 Environment 2
2.2 Technical Support Services 2
2.3 Administrative Support Services 2
3.0 Functionality 2
3.1 Latchkey 3
4.0 Administrative Tasks 4
4.1 Latchkey 4
5.0 Deliverables 6
5.1 Software 6
5.2 Training 6
5.3 Documentation 6
5.4 Support 7
6.0 Responsibilities and Requirements 7
6.1 Selectron Technologies, Inc. 7
6.2 Customer 9
8/8/13 2.20.8 1
Selectron Technologies Statement of Work proprietary&confidential
1 .0 Overview
This Statement of Work(SOW)outlines the software and implementation services associated with
this project.
1.1 Revision History
Version # Details Date
1.0 Initial Release 8/7/2013
2.0 Hosted Managed Services
This implementation of Latchkey is a hosted solution, meaning the hardware and software are
being provided and maintained by Selectron. The Customer will have access to various adminis-
trative features as well as reporting. Following is a description of the environment for the hosted
solution, as well as explanations of Technical Support Services (Selectron's responsibilities)and
Administrative Support Services (the Customer's responsibilities).
2.1 Environment
The Hardware for this implementation is hosted and owned by Selectron.All maintenance
and other infrastructure-level administration is managed by Selectron and is not the respon-
sibility of the Customer.
2.2 Technical Support Services
Selectron is responsible for technical and infrastructure-level support for the Customer's
hosted solution. Maintaining the hardware and software, including managing anti-virus soft-
ware, patching/upgrading OS, backing up the solution, and similar technical tasks are all
handled by Selectron's support staff.
2.3 Administrative Support Services
The Customer has access to the Administration Tool and can remotely manage some
aspects of the solution. User management, Department configuration (including holidays,
department hours,and transfer extensions),and optional greeting management all fall under
the Customer's responsibility. During implementation, Selectron will train the Customer on
the use of these features and, post-implementation,will provide the Customer with a method
for accessing the Administration Tool.
3.0 Functionality
This section details the functionality of each application included in the implementation of this inter-
active solution. All functions and features are dependent upon required database availability. The
interactive solution must be able to retrieve data from the database either through direct access or
through an indirect interface provided by the Customer and/or database vendor. In addition, the
interactive solution is required to post data back to the database. Normally, an indirect interface is
provided to ensure system integrity for posted data.
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' Selectron Technologies Statement of Work proprietary&confidential
The exact data required for retrieval and posting by the interactive solution is determined by final
product definition including agreed upon call flow, business rules, and work process. Additionally,
the call flow, business rules, and work process may be limited by the availability and access to
data.
3.1 Latchkey
The Latchkey application interacts with the Customer's database to deliver information and
services over the phone to callers.
3.1.1 Standard Feature Set
This section details the standard features included with the Latchkey application.
3.1.1.1 Account Access
Latchkey provides callers with the spoken total balance due after the caller
enters their 10-digit phone number. To access account information, callers
enter their 10-digit phone number and, optionally, a security code. The secu-
rity code can be determined by the Customer, but must be verified by the
Latchkey database.
3.1.1.2 SmartDelivery
SmartDelivery software enables Latchkey to send e-mails to callers.
Prior to receiving an e-mail, callers must have an e-mail address on file in the
Latchkey database. If an e-mail address is not available, callers are not given
the option of receiving an e-mail.
3.1.2 Additional Features
This section details the optional, add-on modules included with the Latchkey applica-
tion.
3.1.2.1 Payment Processing: Credit Card
Latchkey accepts credit card payments; the Customer's business rules deter-
mine whether the system can process over payments or partial payments.
Latchkey allows callers to make discreet payments at the account level. Call-
ers will need to enter their payment information for each transaction. Visa®,
MasterCard®, Discover®, and American Express®are all pre-configured
credit card types within Latchkey; credit card types not used by the Customer
will be unavailable to the caller. Once a payment has been processed, Latch-
key issues a payment confirmation number. When taking a payment, the pay-
ment processing software verifies the credit card number and expiration date.
For more security, the Customer can choose to verify the card holder's zip
code and security code.
Latchkey provides a report for manual posting, or, if supported, passing pay-
ment information to the interface to be processed into the Customer's Latch-
key system.
The following payment processing fees and services are not covered by pur-
chase of the Latchkey system:
8/8/13 2.20.8 3
• Selectron Technologies Statement of Work proprietary&confidential
• Transaction fees
• Merchant accounts
• Third-party payment processing services, fees, and software
The Customer must select the third-party payment processing vendor prior to
system development. This project assumes the Customer will be selecting a
Selectron partner vendor for payment processing. Any changes to payment
processing vendors, after system development, are billable on a Time and
Materials basis.
3.1.2.2 Web Interface
Selectron will provide a web service that will allow the IVR to read, update
and insert records into the Latchkey database. This will allow for payment
record posting by the IVR to the Latchkey database. The City of Corpus
Christi will provide assistance in the web service creation by providing table
definitions, access and any other necessary pieces.
4.0 Administrative Tasks
This section details tasks that the Customer's system administrator can perform while maintaining
and operating the interactive solution.
4.1 Latchkey
The tasks listed below apply to the Latchkey application.
4.1.1 Run System Reports
Table 1 System Reports
Report Definition
System Usage Calls received by day for selected date
range
System Line Usage Calls received by line for selected date
range
System Usage by Hour Calls received by hour for selected date
range
System Statistics Displays consolidated usage informa-
tion, including time in use and call time
information
Call Activity Details Displays all actions that a caller made
during a call
Action Report Number of times the application functions
were selected for selected date range
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• Selection Technologies Statement of Work proprietary&confidential
Table 1 System Reports
Report Definition
Payment Detail Report Payment type with date,time, Latchkey
account numbers,and Confirmation num-
bers
Email Activity Report Date sent,document type, confirmation
number,and account number
4.1.2 Set Operator Transfer Extension
By setting the operator transfer extension, system administrators can determine
where Latchkey transfers calls. Calls can be transferred to different extensions
depending on the time of day and what type of information the caller is requesting.
4.1.3 Set Office Hours and Holidays
When office hours and holidays have been set, the system checks against the office
hours and holiday schedule to determine the correct action when transferring calls.
4.1.4 Append an Optional Greeting
Appending an optional greeting instructs Latchkey to play an additional greeting mes-
sage when callers access the interactive solution. The optional greeting can be used
to inform callers of changes in office hours or upcoming holidays. System administra-
tors are responsible for recording the optional greeting. Training on how to record
prompts and responses is provided during system installation (section 5.2.2, Provide
Administrative Training).
4.1.5 Control Administrative Access
The system administrator is responsible for creating and deleting administrative
accounts, editing account access levels, and changing the prompt recording access
PIN for Latchkey. Access levels can be set to only allow reporting capabilities or to
allow full administrative access.
4.1.6 Record Prompts and Responses
System prompts need to be recorded. Recording prompts and responses creates an
audio file for use by the interactive solution during a call. Each word or phrase has a
unique identifying number that is used in recording. After a report is generated show-
ing the number of unrecorded prompts, a system administrator can call the system to
record the missing prompts.
4.1.7 Set Payment Processing Guidelines
Setting payment processing guidelines consists of updating the password Latchkey
uses to securely interface with the payment vendor and directing how the interactive
solution processes payments from callers. Using the Administration Tool (section 5.1,
Software), the system administrator can update the payment vendor password,
change credit card authorization options, and test payment processing.
8/8/13 2.20.8 5
• Selectron Technologies Statement of Work proprietary&confidential
5.0 Deliverables
This section details the hardware, software, and services included in system implementation.
5.1 Software
5.1.1 Selectron Technologies Software
The interactive solution has the following Selectron Technologies' software installed:
• Latchkey application software
• Credit Card Payment Processing software
• Smart Delivery software
In addition to the software listed above, the base system includes two licenses for the
Administration Tool. The Customer uses this software to remotely define user-configu-
rable settings in the interactive solution. One license is pre-installed on the server
(Appendix A, section B.1, Server); the second license allows the Customer to install
the Administration Tool on a workstation. Additional Administration Tool licenses can
be purchased.
5.2 Training
Selectron Technologies provides training for the interactive solution via a webinar.
5.2.1 Test Credit Card Payment Functionality
Test transactions are run to verify the interface between the Payment Processing soft-
ware modules with the vendor selected for payment processing.
5.2.2 Provide Administrative Training
Training for the system administrator occurs virtually. Training also includes guidance
on how system administrators can train additional staff.
5.2.3 Application Database Upgrades
After the initial implementation of the interactive solution, the application database
vendor may release new updates to their application that enable previously unavail-
able standard functionality described in this document. Implementing these features in
a completed interactive solution with an upgraded application will normally require
professional services outside the scope of this document. Any programming changes
to the interactive solution or Selectron provided web service required as a result of
updates or upgrades performed on the Latchkey database will be billable on a Time
and Materials basis.
5.3 Documentation
A hard copy of the Administration Manual for each included application is delivered with the
server.Additionally, an electronic version of each manual is provided in PDF format(refer to
section 3.0, Functionality, for a list of included applications).
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' Selectron Technologies Statement of Work proprietary&confidential
5.4 Support
Selectron Technologies' interactive solution has been thoroughly tested to ensure that the
performance and functionality described in this document is accurate. The solution's soft-
ware components are dependent on many services and applications within the Customer's
operating environment that can impact system performance.While the interactive solution is
designed to minimize performance interruptions, from time to time they will occur. Once noti-
fied of an interruption, Selectron's Customer Support Service begins troubleshooting the
issue, with the objective of returning the system to full functionality as quickly as possible.
Refer to your Master Services and Hosting Agreement for more information regarding ser-
vices provided with the interactive solution.
6.0 Responsibilities and Requirements
6.1 Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding system implementa-
tion and maintenance.
6.1.1 Pre-Implementation
6.1.1.1 Provide Project Management
Selectron Technologies assigns a Project Manager to the system implemen-
tation. The Project Manager is the Customer's primary contact at Selectron
Technologies and coordinates all necessary communication and resources.
6.1.1.2 Provide Documentation
The Project Manager provides the Customer with the following documents to
help facilitate the implementation process:
• Implementation Questionnaire- identifies the Customer's functional
needs and is used to create an implementation timetable. Each applica-
tion included with this implementation has its own questionnaire (refer
to section 3.0, Functionality, for a list of included applications).
• Remote Access Questionnaire-details information needed by Selectron
Technologies to remotely access the Customer's network and Latchkey
database to allow for complete system testing. Refer to section 6.2.1.5,
Provide Remote Network Access to Latchkey Database, for more
information.
• Implementation Timetable-details project schedule and details all proj-
ect milestones.
• Quality Assurance Test Plan-assists the Customer in determining that
the interactive solution is functioning as specified in the Contract.
• System Acceptance Sign-off Form-indicates that the Customer has ver-
ified service functionality.
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' Selectron Technologies Statement of Work proprietary&confidential
6.1.1.3 Develop Call Flow
The Project Manager works with the Customer to develop and complete the
call flow design. Software development cannot begin until the call flow design
is completed and approved by the Customer.
6.1.1.4 Provide Configuration Assistance
The Project Manager assists the Customer with the configuration of user-
defined options. These options include:
• Deciding which vendor to use for payment processing.
6.1.1.5 Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and hardware prior to
delivery, ensuring system functionality.
6.1.1.6 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 developed using Adobe® InDesign®CS2
and is provided to the Customer in PDF format(original InDesign files are pro-
vided upon request).
Marketing collateral is adapted to the Customer's jurisdiction. Selectron Tech-
nologies' Project Manager assists the Customer in gathering the correct infor-
mation to be displayed on the marketing collateral. Information displayed
includes the following:
• Interactive solution's phone number
• Jurisdiction logo (preferably in EPS format)
• Jurisdiction address
• Name of the interactive solution, if Selectron branding is not utilized
• Included modules and functionality
• Additional contact/informational phone numbers
• Emergency contact information
• Sample Latchkey bill for use on materials (PDF format)
The templates are adapted to fit the Customer's jurisdiction using the informa-
tion from the above list.The Customer is able to review the material to ensure
information accuracy. If errors exist, the marketing materials are emended to
display the correct information. 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.
6.1.2 On-going System Maintenance
Selectron Technologies' support plan includes repair or replacement of any failed soft-
ware component, a toll-free support line, and dial-in technical support for the solution.
Refer to the Contract for more information.
8/8/13 2.20.8 8
' Selectron Technologies Statement of Work proprietary&confidential
6.2 Customer
This section outlines the Customer's system implementation and maintenance require-
ments.
6.2.1 Pre-Implementation
6.2.1.1 Return Implementation Questionnaire
Selectron Technologies' Project Manager provides the Customer with an
implementation questionnaire (section 6.1.1.2, Provide Documentation).
The implementation questionnaire must be returned prior to developing the
call flow design and the implementation timetable. Each application included
in the interactive solution has a separate implementation questionnaire. Refer
to section 3.0, Functionality, for a list of all included applications.
6.2.1.2 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 fol-
lowing data, refer to the Implementation Questionnaire or contact your Selec-
tron Technologies' Project Manager.
• Observed holidays
• Extensions used for transfer functions
• Validations used for receiving payment on a Latchkey bill
6.2.1.3 Define Latchkey System and Interface Specifications
Selectron Technologies configures the interactive solution according to the
Customer's completely defined Latchkey system and interface specifications.
If the Latchkey system and interface are being developed in conjunction with
the interactive solution, Selectron Technologies works with the Customer and
Latchkey system vendor to define system specifications. The specifications
must be completely defined prior to starting development on the interactive
solution. Any subsequent changes to the defined specifications during devel-
opment are billable on a time and materials basis.
6.2.1.4 Approve Call Flow
The Customer is responsible for approving the call flow design developed by
Selectron Technologies' Project Manager. Once the call flow design has been
approved, software development begins.
6.2.1.5 Provide Remote Network Access to Latchkey Database
In order to fully test the interactive solution, Selectron Technologies requires
access to the Latchkey database. Selectron Technologies' Project Manager
provides a Remote Access Questionnaire to help the Customer identify the
necessary requirements(section 6.1.1.2, Provide Documentation). If remote
access is not granted, the Customer should inform the Project Manager
immediately.
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' 6 Selectron Technologies Statement of Work proprietary&confidential
6.2.1.6 Acquire Payment Processing Services
To enable credit card payment processing, the Customer must acquire the
payment processing services of a third-party vendor. This project assumes
the Customer will be selecting a Selectron partner vendor for payment pro-
cessing. The Customer is encouraged to discuss different options with their
Selectron Technologies' Project Manager.
6.2.2 Implementation
6.2.2.1 Provide Latchkey Database Access
The interactive solution's server must have access to the Latchkey database
and must be allowed access as a user on the database. The server may
require additional licenses in order to have full access to the Latchkey data-
base; these licenses are the Customer's responsibility. Support for the web
interface creation and configuration will be the Customer's responsibility.
6.2.2.2 Confirm Service Functionality
The Customer has 30 calendar days after go-live to verify the functionality of
the interactive solution. Within the 30-day system acceptance period the Cus-
tomer should test system functionality using the provided Quality Assurance
Test Plan (section 6.1.1.2, Provide Documentation). Additionally, the Sys-
tem Acceptance Sign-off form (section 6.1.1.2, Provide Documentation)
must be sent to Selectron Technologies' Project Manager within this period.
6.2.3 On-going System Responsibilities and Requirements
6.2.3.1 Provide Remote Access
Selectron Technologies requires a variety of access accounts to the Cus-
tomer's network and database/system. Changing or deleting access accounts
could lead to disruption in service for the interactive solution and/or Selectron
Technologies' ability to provide timely support. Please notify Selectron Tech-
nologies immediately if the following accounts are modified:
• VPN account and password (if applicable)
• Network account and password for the interactive solution
• Latchkey database accounts and passwords for the interactive solution
• Latchkey system accounts and passwords for the interactive solution
• IP address of the Latchkey database server
• Group user account and password (Cisco®users only)
6.2.3.2 Contact Customer Support
Anytime the Customer requests a significant change to their Selectron inter-
active solution, an authorized contact from the agency must provide acknowl-
edgement 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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