The URL can be used to link to this page

Agenda 05-19-15 Page 1 of 445 Page 2 of 445 Page 3 of 445 Page 4 of 445 Page 5 of 445 Page 6 of 445 Page 7 of 445 Page 8 of 445 Page 9 of 445 Page 10 of 445 Page 11 of 445 Page 12 of 445 Page 13 of 445 Page 14 of 445 Page 15 of 445 Page 16 of 445 Page 17 of 445 Page 18 of 445 Page 19 of 445 Page 20 of 445 Page 21 of 445 Page 22 of 445 Page 23 of 445 Page 24 of 445 Page 25 of 445 Page 26 of 445 Page 27 of 445 Page 28 of 445 Page 29 of 445 Page 30 of 445 Page 31 of 445 Page 32 of 445 Page 33 of 445 Page 34 of 445 Page 35 of 445 Page 36 of 445 Page 37 of 445 Page 38 of 445 Page 39 of 445 Page 40 of 445 Page 41 of 445 Page 42 of 445 Page 43 of 445 Page 44 of 445 Page 45 of 445 Page 46 of 445 Page 47 of 445 Page 48 of 445 Page 49 of 445 Page 50 of 445 Page 51 of 445 Page 52 of 445 Page 53 of 445 Page 54 of 445 Page 55 of 445 Page 56 of 445 Page 57 of 445 Page 58 of 445 Page 59 of 445 Page 60 of 445 Page 61 of 445 Page 62 of 445 Page 63 of 445 Page 64 of 445 Page 65 of 445 Page 66 of 445 Page 67 of 445 Page 68 of 445 Page 69 of 445 Page 70 of 445 Page 71 of 445 Page 72 of 445 Page 73 of 445 Page 74 of 445 Page 75 of 445 Page 76 of 445 Page 77 of 445 Page 78 of 445 Page 79 of 445 Page 80 of 445 Page 81 of 445 Page 82 of 445 Page 83 of 445 Page 84 of 445 Page 85 of 445 Page 86 of 445 Page 87 of 445 Page 88 of 445 Page 89 of 445 Page 90 of 445 Page 91 of 445 Page 92 of 445 Page 93 of 445 Page 94 of 445 Page 95 of 445 Page 96 of 445 Page 97 of 445 Page 98 of 445 Page 99 of 445 Page 100 of 445 Page 101 of 445 Page 102 of 445 Page 103 of 445 Page 104 of 445 Page 105 of 445 Page 106 of 445 Page 107 of 445 Page 108 of 445 Page 109 of 445 Page 110 of 445 Page 111 of 445 Page 112 of 445 Page 113 of 445 Page 114 of 445 Page 115 of 445 Page 116 of 445 Page 117 of 445 Page 118 of 445 Page 119 of 445 Page 120 of 445 Page 121 of 445 Page 122 of 445 Page 123 of 445 Page 124 of 445 Page 125 of 445 Page 126 of 445 Page 127 of 445 Page 128 of 445 Page 129 of 445 Page 130 of 445 Page 131 of 445 Page 132 of 445 Page 133 of 445 Page 134 of 445 Page 135 of 445 Page 136 of 445 Page 137 of 445 Page 138 of 445 Page 139 of 445 Page 140 of 445 Page 141 of 445 Page 142 of 445 Page 143 of 445 Page 144 of 445 Page 145 of 445 Page 146 of 445 Page 147 of 445 Page 148 of 445 Page 149 of 445 Page 150 of 445 Page 151 of 445 Page 152 of 445 Page 153 of 445 Page 154 of 445 Page 155 of 445 Page 156 of 445 Page 157 of 445 Page 158 of 445 Page 159 of 445 Page 160 of 445 Page 161 of 445 Page 162 of 445 Page 163 of 445 Page 164 of 445 Page 165 of 445 Page 166 of 445 Page 167 of 445 Page 168 of 445 Page 169 of 445 Page 170 of 445 Page 171 of 445 Page 172 of 445 Page 173 of 445 Page 174 of 445 Page 175 of 445 Page 176 of 445 Page 177 of 445 Page 178 of 445 Page 179 of 445 Page 180 of 445 Page 181 of 445 Page 182 of 445 Page 183 of 445 Page 184 of 445 Page 185 of 445 Page 186 of 445 Page 187 of 445 Page 188 of 445 Page 189 of 445 Page 190 of 445 Page 191 of 445 Page 192 of 445 Page 193 of 445 Page 194 of 445 Page 195 of 445 Page 196 of 445 Page 197 of 445 Page 198 of 445 Page 199 of 445 Page 200 of 445 Page 201 of 445 Page 202 of 445 Page 203 of 445 Page 204 of 445 Page 205 of 445 Page 206 of 445 Page 207 of 445 Page 208 of 445 Page 209 of 445 Page 210 of 445 Page 211 of 445 Page 212 of 445 Page 213 of 445 Page 214 of 445 Page 215 of 445 Page 216 of 445 Page 217 of 445 Page 218 of 445 Page 219 of 445 Page 220 of 445 Page 221 of 445 Page 222 of 445 Page 223 of 445 Page 224 of 445 Page 225 of 445 Page 226 of 445 Page 227 of 445 Page 228 of 445 Page 229 of 445 Page 230 of 445 Page 231 of 445 Page 232 of 445 Page 233 of 445 Page 234 of 445 Page 235 of 445 Page 236 of 445 Page 237 of 445 Page 238 of 445 Page 239 of 445 Page 240 of 445 Page 241 of 445 Page 242 of 445 Page 243 of 445 Page 244 of 445 Page 245 of 445 Page 246 of 445 Page 247 of 445 Page 248 of 445 Page 249 of 445 Page 250 of 445 Page 251 of 445 Page 252 of 445 Page 253 of 445 Page 254 of 445 Page 255 of 445 Page 256 of 445 Page 257 of 445 Page 258 of 445 Page 259 of 445 Page 260 of 445 Page 261 of 445 Page 262 of 445 Page 263 of 445 Page 264 of 445 Page 265 of 445 Page 266 of 445 Page 267 of 445 Page 268 of 445 Page 269 of 445 Page 270 of 445 Page 271 of 445 Page 272 of 445 Page 273 of 445 Page 274 of 445 Page 275 of 445 Page 276 of 445 Page 277 of 445 Page 278 of 445 Page 279 of 445 Page 280 of 445 Page 281 of 445 Page 282 of 445 Page 283 of 445 Page 284 of 445 Page 285 of 445 Page 286 of 445 Page 287 of 445 Page 288 of 445 Page 289 of 445 Page 290 of 445 Page 291 of 445 Page 292 of 445 Page 293 of 445 Page 294 of 445 Page 295 of 445 Page 296 of 445 Page 297 of 445 Page 298 of 445 Page 299 of 445 Page 300 of 445 6*4*36-:6*36&9-0(-2+(-:-7-32 6*42S.1% 7911%6=3*6):-);)677'36)7 EXPERIENCEPROPOSEDRESPONSIVE-REFERENCESPROPOSED FEES 2%1)QUALIFICATIONSSYSTEMNESS *36)6922)6 15.0015.0010.0010.0010.0060.00 .3,2/928>1%2 10.0015.0010.005.0015.0055.00 %2(6);1%'/ 13.0015.008.0010.0030.0076.00 .3,21'2%00= 838%0 4%=1)2897 15.0015.0010.0010.0015.0065.00 .3,2/928>1%2 18.0020.0010.0018.0025.0091.00 %2(6);1%'/ 18.0020.0010.0018.0020.0086.00 .3,21'2%00= 838%0 7)0)'8632 20.0015.0010.0015.0025.0085.00 .3,2/928>1%2 20.0020.0010.0020.0030.00100.00 %2(6);1%'/ 20.0020.0010.0020.0025.0095.00 .3,21'2%00= 838%0 Page 301 of 445 Page 302 of 445 Page 303 of 445 Page 304 of 445 Page 305 of 445 Page 306 of 445 Page 307 of 445 Page 308 of 445 Page 309 of 445 Page 310 of 445 Page 311 of 445 Page 312 of 445 Page 313 of 445 Page 314 of 445 Page 315 of 445 Page 316 of 445 Page 317 of 445 Page 318 of 445 Page 319 of 445 Page 320 of 445 Page 321 of 445 Page 322 of 445 Page 323 of 445 Page 324 of 445 Page 325 of 445 Page 326 of 445 Page 327 of 445 Page 328 of 445 Page 329 of 445 Page 330 of 445 Page 331 of 445 Page 332 of 445 Page 333 of 445 Page 334 of 445 Page 335 of 445 Page 336 of 445 Page 337 of 445 Page 338 of 445 Page 339 of 445 Page 340 of 445 Page 341 of 445 Page 342 of 445 Page 343 of 445 Page 344 of 445 Page 345 of 445 Page 346 of 445 Page 347 of 445 Page 348 of 445 Page 349 of 445 Page 350 of 445 Page 351 of 445 Page 352 of 445 Page 353 of 445 Page 354 of 445 Page 355 of 445 Page 356 of 445 Page 357 of 445 Page 358 of 445 Page 359 of 445 Page 360 of 445 Page 361 of 445 Page 362 of 445 Page 363 of 445 Page 364 of 445 Page 365 of 445 Page 366 of 445 Page 367 of 445 Page 368 of 445 Page 369 of 445 Page 370 of 445 Page 371 of 445 Page 372 of 445 VENDOR SERVICES AGREEMENT TO HOST, MANAGE AND MAINTAIN AN INTERACTIVE VOICE RESPONSE SYSTEM FOR THE BUILDING DEPARTMENT THIS AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to 7)0)'86328)',2303+-)7-2'SJ4SVXPERH36 , hereinafter referred endor specified. PROJECT DESIGNATION: The VENDOR is retained by the City to provide Hosting/Management and Maintenance of an Interactive Voice Response (IVR) System for the Building Division. 2. SCOPE OF SERVICES: Vendor agrees to perform the services as outlined in RFP No., 040-2411- Requireme . No modifications will be made to the original scope of work without the written approval of the Director of Development or designee and Selectron Technologies, Inc. 3. TIME FOR PERFORMANCE: Work under this agreement shall commence upon written notice by the City to the Vendor to proceed. Vendor shall perform all services and provide all work product required pursuant to this agreement upon written notice to proceed. 4. TERM: This Agreement shall be for a period of five (5) years commencing on the date the Renewal of the Agreement shall be upon approval of both parties. 5. PAYMENT. The Vendor shall be paid by the City for completed work and for services rendered under this agreement as follows: a. Payment for the work provided by Vendor in accordance with the Master Services and Hosting Agreement, Exhibit A, shall be made promptly on all invoices submitted to the City b. Payment for the work provided by Vendor shall be made promptly on all invoices properly submitted to the City, provided that the total amount of payment to Vendor shall not exceed the total contract price without express written modification of the Contract signed by the City Manager or her designee. c. Master Services and Hosting Agreement. Such invoices will be reviewed by the City, and upon approval thereof, payment will be made to the Vendor in the amount approved. d. Payment as provided in this section by the City shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. ertaining to this agreement are to be kept available for inspection by representatives of the City and State for a period of three (3) years after the termination of the Agreement. Copies shall be made available upon request. CITY OF BOYNTON BEACH ϭ RFP No.: 040-2411-15/JMA Page 373 of 445 6. COMPLIANCE WITH LAWS. Vendor shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, State of Florida, and local laws, ordinances and regulations that are applicable to the services to be rendered under this agreement. 7. INDEMNIFICATION. Vendor shall indemnify, defend and hold harmless the City, its offices, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorneys fees and costs, arising from injury or death to persons, including occasioned by a negligent act, omission or failure of the Vendor. 8. INSURANCE. The Vendor shall secure and maintain in force throughout the duration of this contract comprehensive general liability insurance with a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury; and $1,000,000 per occurrence/aggregate for property damage, and Vendor liability insurance in the amount of $1,000,000 per occurrence to 2 million aggregate with defense costs in addition to limits; compensation insurance, and vehicular liability insurance. ional named thirty (30) days prior written notice to the City. Certificates of coverage as required by this section shall be delivered to the City within fifteen (15) days of execution of this agreement. 9. COVENANT AGAINST CONTINGENT FEES. The Vendor warrants that he has not employed or retained any company or person, other than a employee working FSREJMHI solely for the Vendor, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a employee working solely for the Vendor, FSREJMHI any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the City shall have the right to annul this contract without liability or, in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 10. DISCRIMINATION PROHIBITED. The Vendor, with regard to the work performed by it under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 11. ASSIGNMENT. The Vendor shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 12. NON-WAIVER. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 13. DISPUTES. Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. CITY OF BOYNTON BEACH Ϯ RFP No.: 040-2411-15/JMA Page 374 of 445 14. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: Lori LaVerriere, City Manager City of Boynton Beach P.O. Box 310 Boynton Beach, FL 33425-0310 Notices to Vendor shall be sent to the following address: Selectron Technologies, Inc. th 12323 SW 66 Avenue Portland, OR 97223 ATTN: Mr. Todd Johnston 15. INTEGRATED CONTRACT: This Contract, together with attachments or addenda, including entire and integrated Contract between the City and the Vendor and supersedes all prior negotiations, representations, or agreements written or oral. This Contract may be amended only by written instrument signed by both City and Vendor. 16. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City of Boynton Beach is a public agency subject to Chapter 119, Florida Statutes. The ctive July 1, 2013, Section 119.071, Fla. Stat., the contractor shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 2. Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 3. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology of the agency. Failure of the contractor to comply with the provisions set forth in this General Condition shall constitute a Default and Breach of the Agreement with the City. CITY OF BOYNTON BEACH ϯ RFP No.: 040-2411-15/JMA Page 375 of 445 DATED this _____ day of ________________________________________, 2015. CITY OF BOYNTON BEACH _________________________________ __________________________________ City Manager Vendor Attest/Authenticated: __________________________________ Title _________________________________ (Corporate Seal) City Clerk Approved as to Form: Attest/Authenticated: _________________________________ __________________________________ Office of the City Attorney Secretary CITY OF BOYNTON BEACH ϰ RFP No.: 040-2411-15/JMA Page 376 of 445 Master Services and Hosting Agreement AgreementSelectron Technologies, Inc, an Oregon corporation having a principal place of business at 12323 SW 66 th Avenue, Portland, OR 97223, and its successors and assigns LicensorCity of Boynton Beach, FL Customer Recitals Whereas, as between Licensor and Customer, Licensor is the owner of all rights, titles, and interest in and to certain 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 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 1.6Server Program code form of those portions of the Licensed Software that are both designed to be installed and used on a server, and are For purposes of this Agreement, the following terms shall have (s)Exhibit A. the following meanings. Any capitalized terms used in this Agreement that are not defined in this Section 1 shall have the meaning given to them elsewhere in this Agreement. 1.7Service software products and services (including, without limitation, 1.1Derivative Work 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 1.8Term with respect to such preexisting work. Section 12.1. 1.2Documentation 1.9Trademarks the documentation for the Licensed Software, as generally provided trademarks, trade names, and service marks used by a party, by Licensor to its other customers. whether registered or unregistered; (b) the respective stylistic marks and distinctive logotypes for such trademarks, trade 1.3Employee-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. 1.4Intellectual Property Rights worldwide statutory and common law rights associated with 1.10Updates (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 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 2.Grant of License; Restrictions acquired in the future. 2.1Grant of License to Use Server Programs. 1.5Licensed Software Subject to the terms and conditions of this Agreement and the collectively, (a) those Server Programs that are set forth in timely payment of all fees hereunder, Licensor hereby grants to Exhibit A; (b) the Documentation; and (c) any Updates. Page 377 of 445 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, 3.1Delivery of Documentation. Licensor shall solely in accordance with the Documentation and solely for provide Customer with the Documentation according to the 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 . 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 3.2Customer 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 2.2Restrictions. Customer hereby one Administrator IdentificationAdministrator acknowledges and agrees that it shall not use the Service for any Password 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, User rules, and regulations. Customer shall not, and shall not permit IdentificationUser Passwords 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 3.3Hosting. 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 3.4Updates, 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. 3.5Further Customer Obligations. Customer shall be solely responsible for accessing the Server Programs 2.3Restrictions. 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). Page 378 of 445 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 judicial order; provided that the receiving party first provides 4.Fees and Payment prompt notice of the required disclosure to the disclosing party, and complies with any protective or similar order obtained by Service Fees the disclosing party limiting the required disclosure. the amounts and according to the terms and conditions set forth in Exhibit A. 7.Representations and Warranties; Warranty Disclaimer. 5.Proprietary Rights 7.1Mutual Representations. Each party As between Licensor and Customer, Licensor and/or its licensors represents and warrants to the other party that the execution, own and shall retain all right, title and interest, including, delivery and performance of this Agreement (a) is within its without limitation, all Intellectual Property Rights, in and to the corporate powers, (b) has been duly authorized by all necessary Licensed Software and the Service and any portions thereof, does not and shall including, without limitation, any copy or Derivative Work of the not contravene or constitute a default under, and is not and Licensed Software or Service (or any portion thereof) and any shall not be inconsistent with, any judgment decree or order, or Updates and upgrades thereto. Customer agrees to take any any contract, agreement, or other undertaking, applicable to action reasonably requested by Licensor to evidence, maintain, such party. enforce, or defend the foregoing. Customer shall not take any action to jeopardize, encumber, limit, or interfere in any manner 7.2Limited Warranty. Subject to the limitations set forth in this Agreement, Licensor represents and warrants to respect to the Licensed Software or Service, or any Derivative Customer that the Server Program, when used in accordance Work or Update or upgrade thereto. The Licensed Software is with the Documentation, shall throughout the Term licensed, not sold, and Customer shall have only those rights in substantially conform to the functional specifications in such and to the Licensed Software and Service and any Derivative Documentation as delivered to Customer. If Customer finds Work or Update or upgrade thereto as are expressly granted to what it reasonably believes to be a failure of the Server Program it under this Agreement. to substantially conform to the functional specifications in the 6.Proprietary Information Documentation, and provides Licensor with a written report that describes such failure in sufficient detail to enable Licensor During the Term of this Agreement and after the termination of to reproduce such failure, Licensor shall use commercially this Agreement, the parties will take all steps reasonably reasonable efforts to correct or provide a workaround for such failure at no additional charge to Customer. Outside the United States, this limited warranty is only available with proof of Information in any manner or for any purpose not expressly set purchase from an authorized non-U.S. source. EXCEPT FOR THE forth in this Agreement, and will not disclose any such EXPRESS WARRANTY ABOVE, LICENSOR PROVIDES THE Proprietary Information to any third party without the disclosing LICENSED SOFTWARE AND SERVER PROGRAM TO CUSTOMER LICENSOR MAKES NO WARRANTY includes, but is not limited to (a) the Licensed Software and the THAT ALL ERRORS, FAILURES, OR DEFECTS SHALL BE Service (including any and all Derivative Works and Updates and CORRECTED, OR THAT ACCESS TO OR USE OF THE SERVICE OR upgrades thereto); (b) all Administrator Identifications, SERVER PROGRAM SHALL BE UNINTERRUPTED, ERROR-FREE, OR Administrator Passwords, User Identifications, and User SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE Passwords, Reports; (c) trade secrets, inventions, ideas, PROVIDED BY LICENSOR, ITS AGENTS, OR ITS EMPLOYEES, SHALL processes, formulas, source and object codes, data, other works CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE of authorship, know-how, improvements, discoveries, OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS developments, designs, and techniques; (d) information AGREEMENT. This Section 7.2 states the entire liability of regarding plans for research, development, new products, Licensor and the sole and exclusive remedy of Customer with marketing and selling, budges and unpublished financial respect to any express or implied warranties hereunder or statements, licenses, prices and costs, suppliers and customers; otherwise in connection with this Agreement, regardless of and (e) information regarding the skills and compensation of employees. Nothing will be considered to be Proprietary particular needs. Information if (1) it is readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received 7.3Exclusive Warranty. THE EXPRESS by the receiving party from a third party without confidential WARRANTY SET FORTH IN SECTION 7.2 CONSTITUTES THE ONLY limitations; (3) it has been independently developed by the WARRANTY MADE BY LICENSOR WITH RESPECT TO THE receiving party without reference to or use of the disclosing LICENSED SOFTWARE, THE SERVER PROGRAM, THE SERVICE, AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. Page 379 of 445 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 able 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 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 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 7.2 and 7.3 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 7.4Defects Not Covered by Warranties. changes, Internet service disruptions. For this reason, while Licensor shall have no obligations under Section 7.2 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) employees, suffer injury or damage due to the failure of outbound services to operate, even though Customer does not 8.Security Disclaimer know what or how extensive those injuries or damages might be 8.1Internet SecurityLicensed gross negligence or willful misconduct. Software is made available through the Internet and may be 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. 9.1Indemnity Obligations of Licensor. Licensor Licensor makes no representations or warranties to Customer shall defend any action brought against Customer to the extent it is based on a third party claim that use by Customer of the environment, or (ii) any third- Licensed Software as furnished hereunder, which use is in 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 solely responsible for ensuring a secure environment for awarded against Customer in such action that are attributable information it transfers from the Licensed Software, if any. to such claim, provided: (a) Customer notifies Licensor in writing Further, Customer acknowledges and agrees that Licensor does of any such claim within three (3) days of learning of such claim; Page 380 of 445 (b) Licensor has sole control of the defense and all related LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY settlement negotiations; and (c) Customer cooperates with LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, claim (provided that Licensor shall not enter into any settlement INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE or other compromise that materially adversely affects Customer DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT withheld, delayed, or conditioned). In addition to the foregoing, MATTER HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE Customer agrees to promptly notify Licensor of any known or POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED. proprietary rights of which Customer becomes aware. Should 10.2Maximum Liability. Notwithstanding the Licensed Software, Server Program, or the Service become, anything in this Agreement to the contrary or the failure of inion, the subject of any essential purpose of any limited remedy or limitation of liability, claim of infringement, Licensor may, at its option: (i) procure for Customer the right to continue using the potentially infringing Agreement or the subject matter hereof, under any legal theory materials; (ii) replace or modify the potentially infringing (whether in contract, tort or otherwise), shall not exceed the materials to make them non-infringing; or (iii) terminate this amounts actually received by Licensor from Customer Agreement and provide Customer with a refund equal to the hereunder in the twelve (12) months immediately preceding the set-up fees paid by Customer, less an amount equal to the action that gave rise to the claim. Customer acknowledges that depreciated portion of such fees calculated on a five (5) year the License Fees and Service Fees reflect the allocation of risk straight-line basis. set forth in this Agreement and that Licensor would not enter into this Agreement without the limitations on liability set forth 9.2Exclusions. Licensor shall have no liability in this Agreement. for any claim based upon: (a) the use, operation, or combination of the Licensed Software, Server Program, or the Service with 11.Term and Termination non-Licensor programs, data, equipment, or documentation if liability would have been avoided but for such use, operation, or 11.1Term. The term of this Agreement (the combination; (b) use of other than the then-current, unaltered Term version of the Licensed Software, Server Program, or Service; an initial period of five (5) years therefrom, and shall renew by (c) mutual agreement of both parties. If Customer cancels prior to If Customer cancels prior to Licensor has notified Customer that Licensor believes such the end of the initial period of five (5) years, all fees for the term () the end of the initial period of fiveyears, all fees for the term 5 activities may result in infringement; (d) any modifications to or of this agreement that are unpaid will become immediately due. of this agreement that are unpaid will become immediately due. markings of the Licensed Software, Server Program, or the Service that are not specifically authorized in writing by 11.2Termination for Default. If either party Licensor; (e) any third party software; (f) any Customer materially defaults in any of its obligations under this Materials; or (g) Agreement, the non-defaulting party, at its option, shall have Agreement. Customer shall pay any liabilities, costs, damages, the right to terminate this Agreement by written notice to the other party unless, within sixty (60) calendar days after written against Licensor in such action that are attributable to such notice of such default, the defaulting party remedies the claim provided: (i) Licensor notifies Customer in writing of any default, or, in the case of a default which cannot with due such claim within three (3) days of learning of such claim; diligence be cured within a period of sixty (60) calendar days, (ii) Customer has sole control of the defense and all related the defaulting party institutes within the sixty (60-) day- period settlement negotiations (provided that Customer shall not enter substantial steps necessary to remedy the default and into any settlement or other compromise that materially thereafter diligently prosecutes the same to completion. Notwithstanding anything herein to the contrary, in the event which shall not be unreasonably withheld, delayed, or Customer breaches Sections 2.2, 5 and/or 6 of this Agreement, conditioned); and (iii) Licensor cooperates with Customer, at Licensor may immediately terminate this Agreement. Customer uch claim. shall notify Licensor within twenty- becoming aware of any breach (other than by Licensor) of the 9.3This Section 9 states the entire liability of terms and conditions of this Agreement, including, without Licensor and the exclusive remedy of Customer with respect to limitation, any breach of Sections 2.2, 5 or 6. infringement of any third-party intellectual property or other rights, whether under theory of warranty, indemnity, or 11.3Termination for Bankruptcy. Either party otherwise. may terminate this Agreement if the other party (a) becomes insolvent; (b) fails to pay its debts or perform its obligations in 10.Limitation of Liability the ordinary course of business as they mature; (c) is declared insolvent or admits its insolvency or inability to pay its debts or 10.1Limited Remedy. TO THE MAXIMUM perform its obligations as they mature; or (d) becomes the EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL subject of any voluntary or involuntary proceeding in Page 381 of 445 bankruptcy, liquidation, dissolution, receivership, attachment, dispute regarding this Agreement must be brought in a court of or composition, or makes a general assignment for the benefit competent jurisdiction in Palm Beach County, FL, U.S.A. of creditors, provided that, in the case of an involuntary proceeding, the proceeding is not dismissed with prejudice 12.3Construction. This Agreement has been within sixty (60) days after the institution thereof. negotiated by the parties and their respective counsel. This Agreement shall be interpreted fairly in accordance with its 11.4Effect of Termination. Upon the expiration terms and without any construction in favor of or against either or termination of this Agreement, all rights and licenses granted party. to Customer hereunder shall immediately and automatically terminate. Within ten (10) days after any termination or 12.4. If any legal action is expiration of this Agreement, Customer shall, at its sole brought relating to this Agreement or the breach hereof, the prevailing party in any final judgment shall be entitled to the full election) all Licensed Software and Confidential Information amount of all reasonable expenses, including all court costs and (and all copies, summaries, and extracts thereof) then in the actual attorney fees paid or incurred in good faith. possession or under the control of Customer and its current or former employees. Customer shall furnish to Licensor an 12.5Injunctive Relief. In the event that affidavit signed by an officer of Customer certifying that, to the Customer breaches any provision of Sections 2, 5, or 6 or any best of its knowledge, such delivery or destruction has been other material provision of this Agreement, Customer fully effected. Termination of this Agreement by either party acknowledges and agrees that there can be no adequate shall not act as a waiver of any breach of this Agreement and remedy at law to compensate Licensor for such breach, that any shall not act as a release of either party from any liability for such breach will allow Customer or third parties to compete unfairly with Licensor resulting in irreparable harm to Licensor Neither party shall be liable to the other for damages of any that would be difficult to measure; and, therefore, that upon kind solely as a result of terminating this Agreement in any such breach or threat thereof, Licensor shall be entitled to injunctive and other appropriate equitable relief (without the Agreement shall be without prejudice to any other right or necessity of proving actual damages or of posting a bond or remedy that it may have at law or in equity, and shall not relieve other security), in addition to whatever remedies Licensor may either party of breaches occurring prior to the effective date of have at law, in equity, under this Agreement, or otherwise. such termination. The provisions of Sections 1 2.2 3.4 12.6Waiver. The waiver by either party of a , 4 breach of or a default under any provision of this Agreement, accrued but as-yet unpaid), 5 6 shall be in writing and shall not be construed as a waiver of any 7 sentations and subsequent breach of or default under the same or any other 8 9 provision of this Agreement, nor shall any delay or omission on 0 1 the part of either party to exercise or avail itself of any right or 2 remedy that it has or may have hereunder operate as a waiver expiration or any termination of this Agreement. of any right or remedy. 12.General Provisions 12.7Severability. If the application of any provision of this Agreement to any particular facts or 12.1Notices. 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 in writing, shall reference this Agreement, and shall be deemed any other particular facts or circumstances and the validity of to be properly given (on the earliest of): (a) when delivered other provisions of this Agreement shall not in any way be personally; (b) when sent by facsimile, with written affected or impaired thereby, and (b) such provision shall be confirmation of receipt; or (c) upon receipt three (3) days after enforced to the maximum extent possible so as to effect the having been sent by registered or certified mail, return receipt intent of the parties and reformed without further action by the requested, postage prepaid. All notices shall be sent to the parties to the extent necessary to make such provision valid and address set forth below (or to such other address as may be enforceable. Without limiting the generality of the foregoing, designated by a party by giving written notice to the other party Customer agrees that Section 7.3 will remain in effect pursuant to this Section 12.1): notwithstanding the unenforceability of any provision in Sections 7.2 and/or 7.4. 12.2Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance 12.8Independent Contractor Relationship. with the laws of the State of Florida, U.S.A., without reference to its conflicts of law provisions. The United Nations Convention independent contractor, and nothing contained in this on Contracts for the International Sale of Goods does not apply Agreement shall be deemed or construed as creating a joint to and shall not be used to interpret this Agreement. Any venture, partnership, or employer-employee relationship. Page 382 of 445 Customer is not an agent of Licensor and is not authorized 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 12.12Export Controls. The Licensed Software, sharing, or retirement benefits. Server Program, and the Service are subject to the export control laws of the United States and other countries. Customer may not export or re-export the Licensed Software, Server 12.9Force Majeure. Except for the payment of Program, or Service, unless Customer has first obtained monies due hereunder, neither party shall be responsible or Li have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its expense. Customer must otherwise comply with, and reasonable control, including, without limitation, acts of God, contractually require that all of its employees comply with, all earthquake, fire, flood, embargoes, labor disputes and strikes, applicable export control laws and regulations in the use of the riots, war, error in the coding of electronic files, Internet or Licensed Software, Server Program, and the Service. None of the Licensed Software, and no part of the Service, may be of product manufacture or other unanticipated product downloaded or otherwise exported or re-exported (a) into any development problems, and acts of civil and military authorities; country for which the United States has a trade embargo, or provided that such party gives the other party prompt written (b) notice of the failure to perform and the reason therefor and uses its reasonable efforts to limit the resulting delay in its Denied Persons List. Customer represents and warrants that it performance and to mitigate the harm or damage caused by is not located in, under the control of, or a national or resident such delay. of any such country or on any such list. Customer shall defend, indemnify and hold Licensor and all successors, assigns, 12.10Public Announcements. Customer shall affiliates, suppliers, and each of their officers, directors, cooperate with Licensor so that Licensor may issue a press employees, and agents harmless for, from, and against any and release concerning this Agreement; provided, however, Licensor all claims, allegations, damages, liabilities, and costs and may not release any such press release without the prior approval of Customer (which shall not be unreasonably withheld, delayed, or conditioned). However, without seeking Licensor further agrees to comply with the United States prior approval in each instance, Licensor shall have the right to Foreign Corrupt Practices Act, as amended. trade name 12.13Captions and Section Headings. The captions and Section and paragraph headings used in this 12.11U.S. Government Rights. (a) The Licensed Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement. as that term is defined at 48 C.F.R. 2.101, consisting of 12.14Counterparts. This Agreement may be signed in one or more counterparts, each of which will be 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 deemed to be an original copy of this Agreement, and, when C.F.R. 12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, the taken together, shall be deemed to constitute one and the same Licensed Software, Server Program, and Service are licensed to agreement. Each party agrees that the delivery of this any U.S. Government End Users (i) only as a commercial end Agreement by facsimile transmission or by PDF attachment to item and (ii) with only those rights as are granted to all other an e-mail transmission will be deemed to be an original of the end users pursuant to the terms and conditions herein. Agreement so transmitted and, at the request of either party, Manufacturer is Selectron Technologies, Inc., 12323 SW 66 th the other party will confirm facsimile or e-mail transmitted Avenue, Portland, OR 97223, USA. This Section, consistent with signatures by providing the original document. 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of, and supersedes, any other Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement, or other clause or 12.15Modification; Subsequent Terms. No provision that addresses United States Government rights in amendment or modification of any provision of this Agreement computer software, technical data, or computer software shall be effective unless in writing and signed by a duly documentation. authorized signatory of Licensor and Customer. To the extent that the terms and conditions of the Exhibits hereto or Exhibits to subsequent amendments or modifications of or to the (b) The parties agree that, in the event that Customer is a governmental entity, all other state and local governments Page 383 of 445 those Subsequent Terms shall control the interpretation and the entire agreement between the parties concerning the any conflict resolution thereof. The terms on any purchase subject matter hereof, and supersedes (a) all prior or order or similar document submitted by Customer to Licensor contemporaneous representations, discussions, proposals, will not modify the terms and conditions of this Agreement or negotiations, conditions, agreements, and communications, have any force or effect. whether oral or written, between the parties relating to the subject matter of this Agreement, and (b) all past courses of dealing and industry custom. 12.16Entire Agreement; Amendment. This Agreement, including the Exhibit(s) attached hereto, constitutes Page 384 of 445 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 TECHNOLOGIES, INC. CUSTOMER By: By: Signature Signature Name: Todd A. Johnston Name: Title: President Title: Date: Date: Address: 12323 SW 66 th Avenue Address: Portland, OR 97223 Page 385 of 445 Page 386 of 445 Page 387 of 445 Page 388 of 445 Page 389 of 445 Page 390 of 445 Statement of Work Boynton Beach, FL Relay ƵŝůĚŝŶŐΘWůĂŶŶŝŶŐ 1.Overview ...................................................................................................... 2 1.1.Revision History ................................................................................................................ 2 2.Functionality ................................................................................................. 3 2.1.The Relay Platform ........................................................................................................... 3 2.2.Permits Pack ..................................................................................................................... 3 2.3.Payment Processing ......................................................................................................... 5 3.System Integration ........................................................................................ 6 3.1.Application Database Interfaces ...................................................................................... 8 3.2.Payment Gateway Interfaces ........................................................................................... 8 4.Deployment Model ..................................................................................... 10 5.Administrative Tasks ................................................................................... 11 5.1.Run System Reports ....................................................................................................... 11 5.2.Configure Transfer Rules ................................................................................................ 11 5.3.Set Office Hours and Holidays ........................................................................................ 11 5.4.Append an Optional Message ........................................................................................ 11 5.5.Maintain Correction Codes ............................................................................................ 12 5.6.Set Payment Processing Guidelines ............................................................................... 12 6.Responsibilities ........................................................................................... 13 6.1.Selectron Technologies, Inc............................................................................................ 13 6.2.Boynton Beach, FL .......................................................................................................... 15 Page 391 of 445 1.Overview This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc. (Selectron) to Boynton Beach, FL (Boynton Beach or Customer). The features, functionality, and communication platform (Relay). 1.1. Version # Details Date 1.0 Initial Release 5/12/2015 May 12, 2015 Page 2 of 16 Page 392 of 445 2.Functionality This section details the functionality of each application included in Relay. All functions and features are dependent upon the accessibility of the Boynton Beach SunGard HTE application database to provide the given data to Relay. 2.1.RelayPlatform Boynton Beach is powered by - 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 Boynton Beach. Additional channels, applications, and integrations that are not specified in this SOW are not included, but may be able to be added to the system under a supplemental statement of work. Please contact your Selectron representative for more details for additional functionality. 2.1.1.annels Boynton Beach Application packs: Permits Pack R Channels: IVR R Web R 2.2. Boynton Beach will be configured with the Relay Permits Pack. The Permits Pack offers Boynton Beachstomers 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 View current permit fees owed Permit based messaging Schedule inspections Cancel inspections Post correction codes Hear site address for the permit May 12, 2015 Page 3 of 16 Page 393 of 445 Payment Processing Credit Card and E-Check Partial Payments Acceptance (if desired) In addition to the above, the following add on features are included with this implementation of the Relay Permits Pack: Plan Review Status All permit, inspection, and/or code information is made available through an API to the SunGard HTE 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. The IVR Channel for the Permits Pack provides callers with an Interactive Voice Response (IVR) system for accessing and posting permit information. Users can call the IVR and enter a permit number to access permit information and functions. Upon entering a valid permit number, the user can schedule, reschedule, and/or cancel inspections. The caller can leave a message for the inspector, if they wish. After an inspection has been scheduled/rescheduled/canceled, the caller will receive a confirmation number. Callers are also able to post or obtain inspection results via the IVR. When posting results, the caller will need to enter a valid Inspector PIN number (or some other validation number to be determined during implementation). The PIN can be determined by Boynton Beach, but must be validated by the SunGard HTE 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 Boynton Beach. 2.2.2. The Web Channel for the Permits Pack provides users with a web system for accessing permit information, posting/obtaining inspection results, and scheduling over the internet. Citizens can log onto the web channel in order to view permit information and scheduling tools. Citizens will need to enter a permit number and PIN to access the site. The Web Channel validates this data against the SunGard HTE database. Once validated, May 12, 2015 Page 4 of 16 Page 394 of 445 the user can view permit status information and make scheduling updates, including scheduling, cancelling, and rescheduling inspections. Additionally, inspectors can use the Web Channel to post inspection results, including adding correction codes. Users can also access inspection results via the Web Channel, including result status and correction codes. Using the web channel, users will also be able to request other permit information as listed under Permits Pack, above. 2.2.3. The following Add Ons are included with Boynton Beach These add ons provide additional functionality for the channel(s) purchased as part of this Relay solution. 2.2.3.1. Users can request their plan review status after entering a permit number and site address. The user will be able to view the department stop, the review status for each stop, and the date completed for each stop. 2.3. The Relay solution is configured to accept credit card and e-check payments, allowing citizens to make payments. The payment processing engine is a PA-DSS-Verified payment system that does not retain any payment information. Users will need to enter their payment information for each transaction. If the SunGard HTE API provides a way to access amount due for the entered permit number, the IVR will present that amount to the caller. If not, the caller will be able to The Relay payment application interacts with Boynton Beach gateway to provide payment functionality. Users will need to authenticate and provide payment information before passing it to the payment gateway. For permitting, when a payment is reported to the IVR as successful, the payment information will be recorded in a flat file and made available to Boynton Beach administrators for reconciliation. Boynton Beach will be able to take payments from citizens via the following payment methods: Credit Card E-Check May 12, 2015 Page 5 of 16 Page 395 of 445 2.3.1. The interactive solution accepts Visa®, MasterCard®, Discover®, and American Express®. Boynton Beach can elect to accept all or a subset of these card types. Any credit card types not accepted by Boynton Beach will not be accepted by the solution. When taking a payment, Relay verifies the credit card number and expiration date. For more security, Boynton Beach credit card transactions are sent through the designated payment gateway. 2.3.2.E-Check Users wishing to pay via E-Check will need to enter their bank routing number, bank account number, bank account type, payment amoun All E-Check transactions are sent through the designated payment gateway. 2.4. Relay Cloud Services (RCS) Outbound provides Boynton Beach with a multi-channel outbound communication platform capable of sending Voice, SMS, and email messages to citizens. Two kinds of notifications can be sent: Targeted Notifications, which include dynamic account data and are designed to be sent to specific recipients; and static notifications, which do not include customer-specific data and are designed as more c Notifications can be designed and recorded by Boynton Beach staff using the Relay Portal. All Notifications are scheduled via the Relay Portal. Boynton Beachthe following language(s): English. Additionally, recipients receiving a call due to payments owed will have the option of transferring into the IVR Channel to make a payment. Dynamic Notifications require development and are designed during the implementation process. This project includes the following Dynamic Notifications: 2.4.1. During the inspection scheduling process, the permit holder may request to be contacted when results have been posted by the inspector. After selecting this option, the permit holder is prompted to enter their telephone number using the telephone keypad. After inspectors have posted the results of an inspection, permit holders that have opted in are contacted with the notification. Information provided to the recipient includes the permit number, inspection type, inspection result, and the date of inspection. If the call is answered by voice mail, a generic message is played stating that a result was posted to the inspection, but the actual result is not played. May 12, 2015 Page 6 of 16 Page 396 of 445 2.4.2. The Expired Permits Notification contacts permit holders about their expiring and expired permits. Typical information included in this notification includes the permit number and the expiration, or expired, date. The date and time of notification delivery, May 12, 2015 Page 7 of 16 Page 397 of 445 3.Integration Depending on the implemented features, Relay requires varying levels of integration with other Boynton Beach components. These are described in the following sections. 3.1. It is anticipated that Selectron will be integrating with Boynton Beach SunGard HTE 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: Permit information R Read associated information (see Application Pack descriptions for account data being queried) 3.2. Interfaces The payment processing service is PA-DSS Verified. Integration to the payment gateway initiates the collection and reconciliation of the payments being gathered by the department. It is required that the payment gateway be on the list of Selectron- certified payment gateways and that it integrates utilizing a REST/Web Service implementation. Approved gateways are: USA ePay (AMS) PayFlowPro (PayPal) Payments Gateway (Forte) Invoice Cloud Global Gateway e4 (FirstData) PayPoint (FirstData) Simple Order (CyberSource) Authorize.net If the Customer does not pick a vendor on this list, Selectron will work with Boynton Beach to get the gateway of choice approved. This may require additional professional services costs, as will changes to the payment processing vendor after system development. The following payment processing fees and services are not covered by the purchase of the application: May 12, 2015 Page 8 of 16 Page 398 of 445 Transaction fees Merchant accounts Third-party payment processing services, fees, and software May 12, 2015 Page 9 of 16 Page 399 of 445 Relay Managed Services is a single- facility. facility featuring keyed entry and individual server locks for security. With a Managed Services solution, Selectron owns all hardware and is responsible for security, ongoing maintenance, and proactive support. Boynton Beachsolution is licensed for: Four (4) inbound VoIP/SIP IVR ports allowing for up to f concurrent calls 40,000 annual inbound calls (additional may be purchased as needed) 20,000 annual successful outbound messages (Voice, Email, or SMS) One (1) inbound VoIP/SIP IVR test ports Two (2) Web VM Licenses to support expected concurrent web users May 12, 2015 Page 10 of 16 Page 400 of 445 5.Ad 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. Boynton Beach 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 Boynton Beach System Administrator as needed. The Relay Portal provides Boynton Beach administrators with a single platform for viewing system usage and health, running reports, and configuring various system settings. 5.1. Relay features extensive channel logging. Boynton Beach 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 5.2. Operator transfer settings (such as destination numbers and times) can be managed using the Relay Portal. 5.3. Relay will check against the defined office hours and holidays schedule to determine the correct action when transferring calls. Administration of office hours and holidays can be accomplished through the Relay Portal. 5.4.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 Boynton Beach system administrator is responsible for recording the optional greeting by calling the IVR and accessing the hidden administrative menu. May 12, 2015 Page 11 of 16 Page 401 of 445 5.5. 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. 5.6. Setting payment processing guidelines consists of updating the password Relay uses to securely interface with the payment vendor and directing how the interactive solution processes payments from callers. Setting payment processing guidelines is currently managed by Selectron. May 12, 2015 Page 12 of 16 Page 402 of 445 6.Responsibilities 6.1.ǡ Ǥ and operation. 6.1.1.ProjectManagement Selectron Technologies assigns a Project Manager to the service initiation. The Project all necessary communication and resources. 6.1.2. 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 ork and application database, prior to system initiation, to allow for complete system testing. Implementation Timetable- details project schedule and all project milestones. Quality Assurance Test Plan- assists the Customer in determining that the interactive solution is functioning as specified in the Contract. Service Acceptance Sign-off Form- indicates that the Customer has verified service functionality. 6.1.3.Develop The Project Manager works with the Customer to develop and complete the following portions of channel design: IVR call flow design Web customization elements Software development cannot begin until these design elements are completed and approved by the Customer. May 12, 2015 Page 13 of 16 Page 403 of 445 6.1.4.Perform 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. Selectron will provide remote training for the Relay solution. All installation is handled by Selectron technical staff at our remote hosting facility. 6.1.6. 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. 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. After service initiation, Boynton BeachSunGard HTE database application may release new updates to their application or its interface. Upgrading the Relay interface to be compatible with any Boynton Beach application database (or other application database software) may require professional services outside the scope of this service. May 12, 2015 Page 14 of 16 Page 404 of 445 6.2.ǡ This nd maintenance requirements and responsibilities. 6.2.1. Manager provides Boynton Beach with an implementation questionnaire. The implementation questionnaire must be returned prior to developing the call flow design and the implementation timetable. 6.2.2. 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 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. The Customer is responsible for approving the application design developed by This includes reviewing: Call flow for the IVR solution Web customization elements Once the channel design(s) have been approved, software development begins. 6.2.4.ApplicationDatabase(s) In order to fully test the interactive solution, Selectron Technologies requires access to Boynton Beachdatabase(s) Project Manager provides a Remote Access Questionnaire to help Boynton Beach 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 May 12, 2015 Page 15 of 16 Page 405 of 445 database, additional, post-installation development and testing time will be necessary, delaying system activation by 1-2 weeks. 6.2.5.SystemAccess Selectron Technologies requires access database/ system. Changing or deleting access accounts could lead to disruption in service for the Please notify Selectron Technologies immediately if the accounts for the Application database, payment gateway or network are modified. Boynton Beach is responsible for providing Selectron with appropriate application database and payment gateway network access as defined in the System Integration section. 6.2.6. Boynton Beach, FL has 30 calendar days after service initiation to verify the functionality of the interactive solutions. Within the 30-day system acceptance period the Customer should test system functionality using the provided Quality Assurance Test Plan. Additionally, the System Acceptance Sign-off form must be sent to Selectron 6.2.7. Anytime the Customer requests a significant change to their Selectron interactive solution, an authorized contact from the agency must provide acknowledgement to will A) change system behavior, B) allow users to change the system, or C) allow access to protected data. May 12, 2015 Page 16 of 16 Page 406 of 445 Page 407 of 445 Page 408 of 445 8LI'MX]SJ&S]RXSR&IEGL*PSVMHE 6-7/1%2%+)1)28()4%681)28 '311-77-32%+)2(%1)136%2(91 83 0SVM0E:IVVMIVI'MX]1EREKIV *631 .YPMI3PHFYV](MVIGXSVSJ,YQER6IWSYVGIWERH6MWO1EREKIQIRX (%8) 1E] 79&.)'8&EVVI]+VMJJMXLWZ'MX]SJ&S]RXSR&IEGL (EXISJ0SWW 1EVGL <7IXXPIQIRXCC.YHKQIRX 6MWO1EREKIQIRXVIGSQQIRHWXLI'MX]'SQQMWWMSRVEXMJ]XLI MRXLIEFSZIWXEXIHQERRIV 6)7)6:)7-RHIQRMX])\TIRWIW (IQERH3VMKMREP*MREP 3JJIV3VMKMREP*MREP 7)880)1)28 < 238)This settlement is the compromise of a claim for damages. Payment by the City is not to be construed, in any way, as an admission of liability or responsibility for any damages or injuries resulting therefrom. 'YVVIRX%HNYWXQIRX*IIW'YVVIRX0IKEP*IIW -*2387)880)( 4VSNIGXIH0IKEP*IIW4VSNIGXIH.YV]:IVHMGX .9(+1)28 CC 'YVVIRX%HNYWXQIRX*IIW'YVVIRX0IKEP*IIW '%7)2%66%8-:) (IJIRWI'SYRWIP&IRNEQMR&IHEVH4PEMRXMJJ'SYRWIP+PIR0IZMRI -RGMHIRX3R1EVGLE9XMPMXMIWZILMGPIWXVYGOXLIGEV1V+VMJJMXLW[EWSTIVEXMRK 1V+VMJJMXLWWSYKLXI\XIRWMZIQIHMGEPXVIEXQIRXMRGPYHMRKWYVKIV]JSVLMWMRNYVMIW Page 409 of 445 Page 410 of 445 Page 411 of 445 Page 412 of 445 Page 413 of 445 Page 414 of 445 Page 415 of 445 Page 416 of 445 Page 417 of 445 Page 418 of 445 Page 419 of 445 Page 420 of 445 Page 421 of 445 Page 422 of 445 Page 423 of 445 Page 424 of 445 Page 425 of 445 Page 426 of 445 Page 427 of 445 Page 428 of 445 Page 429 of 445 Page 430 of 445 Page 431 of 445 Page 432 of 445 Page 433 of 445 Page 434 of 445 Page 435 of 445 Page 436 of 445 Page 437 of 445 Page 438 of 445 Page 439 of 445 Page 440 of 445 Page 441 of 445 Page 442 of 445 Page 443 of 445 Page 444 of 445 Page 445 of 445