#10-5553 (Selectron Tech)
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PremierPro Support and Maintenance Agreement
This Support and Maintenance Agreement (this "Agreement") is entered into upon commencement of the Service Date
between Selectron Technologies, Inc. ("Company") and Collier County Board of County Commissioners ("Customer").
For the fees specified below, Company will provide to Customer support and maintenance for the Products, as outlined
below and as set forth in Exhibit A, for the term of the Agreement.
1. Term:
a) The Term of this Agreement shall commence upon the
January 1, 2011, , and shall end on December 31, 2014. A
list of the Products is in Exhibit A.
b) If this Agreement is entered into after the
commencement of the Service Date or subsequent
support periods, the Customer will be charged for the
entire Term beginning on the Service Date.
2. Renewal:
a) The Term of this Agreement may be renewed for
successive terms of one year each unless either party gives
written notice of non-renewal prior to thirty (30) days
before the end of the then-current term.
b) The Customer shall maintain continuous coverage of its
support contracts in order to be eligible for telephone
support, and other services provided hereunder.
c) The Customer may request concurrent expiration dates
for support agreements purchased at different times of
the year. The Customer must work directly with Company
to adjust (prorate) their support coverage so the terms of
all such agreements expire concurrently.
3. Termination:
This Agreement may be terminated by either party upon
ninety (90) days written notice to the other party. Upon
termination by Company without cause or by Customer for
material breach, Company will refund any fees paid for
months subsequent to termination.
4. Fees:
The Customer shall prepay Company an annual fee for the
support services as set forth in Exhibit A.
5. Support Services:
Company shall provide customer support for technical
problems that occur when using the Products. This
Agreement does not include support of the following
items:
Standard Terms and Conditions revised January 2004
a) Altered or modified Software not performed by
Company.
b) Errors caused by the Customer's negligence, or other
causes beyond Company's reasonable control.
c) Version Upgrades of Host or backend database
software.
d) Direct support for the required Application Program
Interface either purchased or procured as part of the
integrated solution.
e) Enhancements, replacements, or modifications to
current versions performed at the Customer's request
and not intended to resolve a product failure.
These professional services may be provided based on
current published rates for Time and Material or fixed bid
quote. Customers with Support Agreements in which all
fees are current receive preferred rates for both standard
and after hours professional services.
Company Software Developers will directly handle the
Customer issues outlined in the following levels of
support.
6. Support and Maintenance:
The fee for PremierPro Support includes:
a. Telephone Support for general use questions
during normal business hours (6:00 a.m. to 5:00
p.m. Pacific Time, Monday through Friday).
b. Use of Company's Toll Free Number
c. On-Line technical diagnostic support
d. Software correction upgrades
e. 1 business day relief goal
f. 24 Hours, 7 days per week, 365 days per year
support for emergency (system down or
inoperable) calls
g. Development work necessary to support
standard updates to your Host database (Le.
land management software, utility billing
software, etc...) and back-end database. This
requires two (2) weeks notice prior to planned
system upgrade in order to accommodate
scheduling of resources. Please contact
support@STlgov.com to schedule.
h. Quarterly Proactive System Review. Selectron
will perform the following system diagnostics
and create a history file and notify the primary
Customer contact with the results of these
actions:
1. Assess the current machine resources
including memory, processor, and disk-
space utilization
2. Examine log files including error logs to
identify any anomalous entries
3. Apply current validated software
updates to the operating system,
device drivers, and database server
software.
L 'Out-of-cycle' critical updates. Updates that
meet these criteria are failures that might be
likely to cause hardware damage, system
unavailability, data corruption, or severe data
vulnerability.
Non-emergency calls made after normal business hours
will be billed at an hourly rate of 1.5 times the current day
labor rate, with a two hour minimum charge.
7. Hardware Maintenance:
Company, at its sole discretion, may use new or
refurbished parts for the repair of any Company provided
Hardware.
8. Customer Warranty:
Customer shall perform all necessary preventative
maintenance as outlined in Company's Administrative
Guide. If Customer's failure to perform the required
preventative maintenance is determined to be the cause
of any support call, Customer will be billed at the current
hourly rate.
9. Response Times:
Non-emergency support calls will be responded to within
one business day, however most calls are handled within
two hours of receipt. For Premier Support during non-
business hours, an answering service takes all support
calls. Calls that are placed as an emergency (system down
or inoperable) will be dispatched to the on-call support
staff for response within four hours. Non-emergency calls
will be directed to support personnel, and will be
responded to the next business day.
10. Customer Contacts:
Three customer support contacts are allowed. Additional
contacts may be added at any time for an additional
$500.00 per contact. Only Customer's customer support
contacts may contact Company for support services.
Customer's customer support contacts are as set forth on
Exhibit A. Customer may change its customer support
contacts upon 30 days written notice to Company.
11. Warranty Disclaimer:
Revised 1/02
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, THE PRODUCTS AND SERVICES PROVIDED
HEREUNDER ARE PROVIDED TO CUSTOMER "AS IS" AND
COMPANY AND ITS SUPPLIERS DISCLAIM ALL OTHER
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD
PARTY RIGHTS. This limitation on liability is made
regardless of whether Company knows or had a reason to
know of Customer's particular needs. No employee,
agent, dealer or distributor of Company is authorized to
modify this limited warranty, or make any additional
warranties.
12. Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR
INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND
LOST PROFITS, ARISING FROM OR RELATING TO THIS
AGREEMENT. COMPANY'S TOTAL CUMULATIVE LIABILITY
IN CONNECTION WITH THIS AGREEMENT AND THE
SERVICES PROVIDED HEREUNDER, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED
THE AMOUNT OF FEES PAID TO COMPANY HEREUNDER.
CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE
ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND
THAT COMPANY WOULD NOT ENTER INTO THIS
AGREEMENT WITHOUT THESE LIMITATIONS ON ITS
LIABILITY.
13. Limited Remedy:
If Company materially fails to perform its obligations under
this Agreement, and such failure results in downtime of
the relevant hardware and software that exceeds 48
hours, Customer's sole remedy, and Company's entire
liability, shall be a pro rata refund for the services
("Downtime Credit"). In order to receive a Downtime
Credit, the Customer must notify Company in writing
within 7 days from the time of Downtime. In no event
shall any Downtime Credit or the total cumulative
damages for a breach of this Agreement by Company be
more than the amounts previously paid by Customer
under this Agreement in the 12 month period immediately
preceding the Downtime Credit or breach.
14. Severability:
If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish
the objectives of such provision to the greatest extent
possible under applicable law and the remaining
provisions will continue in full force and effect. Without
limiting the generality of the foregoing, Customer agrees
that Sections 12 and 13 will remain in effect
notwithstanding the unenforceability of any provision in
Section 11.
15. Force Majeure:
Any delay in the performance of any duties or obligations
of either party (except the payment of money owed) will
not be considered a breach of this Agreement if such delay
is caused by a labor dispute, shortage of materials, fire,
earthquake, flood, or any other event beyond the control
of such party, provided that such party uses reasonable
efforts, under the circumstances, to notify the other party
of the circumstances causing the delay and to resume
performance as soon as possible.
16. Independent Contractors:
The relationship between Customer and Company is that
of an independent contractor, and neither party is an
agent or partner of the other. Customer or Company will
not have, and will not represent to any third party that it
has, any authority to act on behalf of either party.
17. Governing Law and Venue:
This Agreement will be governed by the laws of the State
of Florida. The United Nations Convention on Contracts
for the International Sale of Goods does not apply to this
Agreement. Any action or proceeding arising from or
relating to this Agreement must be brought in the federal
or state court located in Collier County, Florida.
Revised 1/02
18. Attorney's Fees:
In the event of litigation between Customer and Company
concerning this Agreement, the prevailing party in the
litigation shall be entitled to recover attorneys' fees and
expenses from the losing party.
19. Survival.
Sections 11, 12, 13, 14, 16, 17, 18, 19 and 20 will survive
expiration or termination of this Agreement
20. Entire Agreement:
This Agreement and the attached Addendum, which are
incorporated herein by reference, constitute the entire
agreement between the parties regarding the subject
hereof and supersedes all prior or contemporaneous
agreements, understandings, and communication,
whether written or oral. This Agreement may be amended
only by a written document signed by both parties. The
terms on any purchase order or similar document
submitted by Customer to Company will have no effect,
except as shown on Exhibit B, attached hereto and
incorporated herein by reference.
In Witness Whereof, the parties have caused this Professional Services Agreement to be executed by their duly authorized
representative.
Selectron Technologies, Inc.
Customer:
By:
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President
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By:
Collier County Board of County Corrmissioners
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Signed:
Signed:
Title:
Title:
Date:
Date:
Address: 7405 SW Tech Center Drive. Suite 140
Address: 3299 Tamiami Trail East, Suite 303
Portland. OR 97223
Naples, FL
34112
ATTEST:
Dwight E. Brock, Clerk ofl Q>wts
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Scott Teach
Print Name
Standard Terms and Conditions revised January 2004
EXHIBIT A
Pricing
Effective Dates: 12-Month PremierPro Support and Maintenance Services begin at the completion of on-site
installation
Extended Maintenance Estimate:
Item Dates covered Amount Payment Due Date
Voice Permits January 1, 2012 to $15,815.00 December 15, 2011
December 31, 2012
Voice Permits January 1, 2013 to $16,600.00 December 15, 2012
December 31, 2013
Voice Permits January 1, 2014 to $17,435.00 December 15, 2013
December 31, 2014
Notes:
. The System Value for maintenance calculations is $100,900.
. Maintenance amounts for future periods are estimates, and do not include increases to reflect additional
functionality purchased.
. Maintenance estimates for future periods are not a guarantee that annual support agreements will be
offered. You will receive a minimum of 12 months notice of discontinuance of annual support agreements.
Products and Licenses
VoicePermits™ Interactive Voice Response Solution (12 Port)
Included Functionality:
Schedule an Inspection
Cancel an Inspection
Obtain Inspection Results
Post Inspection Results
Speak Site Address
Permit Based Messaging
VP Reporting Module
ProLiant ML 350 G5 Rackmount Server Specifications:
Intel Xeon Dual-Core 2.0 GHz Processor MicrosoftTM Windows@ 2003 Server
2 GB RAM Microsoft SQl Server
Two (2) 80GB SATA Hard Drives (RAID 1) Remote Access Software
CD ROM, 56K Modem, Network Card licensing and Hardware for 12 Voice Ports
Certificate of Occupancy
Correction Codes
Dynamic Information System Up to 200 Messoges & Fax Document Combined (SmartDelivery Required)
Escrow Account Status
Inspection Results & History (Fax & E-mail)
Outbound Delivery Services Engine (Initial Setup-Required for Outbound Notifications)
Automatic Results Notification (Requires Outbound Delivery Services Engine)
Professional Voice Recording-English (Includes System Prompts, Street Names & Correction Codes)
Standard Terms and Conditions revised January 2004
Translation & Professional Voice Recording of System Prompts-Spanish
Permit Verification
Plan Review Status (Spoken, Fax & E-mail)
Smart Delivery (Required When Fax or E-mail Functionality is Purchased)
Spanish Language Call Flow Development
Utility Notification (Fax)
Customer Support Contacts
Company Name:
Address:
City:
State: _ Zip:
Contact:
Email
Telephone:
Contact:
Email
Telephone:
Contact:
Email
Telephone:
Group Email for all three contacts:
Standard Terms and Conditions revised January 2004
EXHIBIT B
Exhibit III: Standard Purchase Order Terms and Conditions
1. Offer
This offer is subject to cancellation by the
COUNTY without notice if not accepted by
VENDOR within fourteen (14) days of issuance.
2. Acceptance and Confirmation
This Purchase Order (including all documents
attached to or referenced therein> constitutes
the entire agreement between the parties, unless
otherwise specifically noted by the COUNTY on
the face of this Purchase Order. Each delivery of
goods and/or services received by the COUNTY
from VENDOR shall be deemed to be upon the
terms and conditions contained in this Purchase
Order.
No additional terms may be added and Purchase
Order may not be changed except by written
instrument executed by the COUNTY. VENDOR
is deemed to be on notice that the COUNTY
objects to any additional or different terms and
conditions contained in any acknowledgment,
invoice or other communication from VENDOR,
notwithstanding the COUNTY'S acceptance or
payment for any delivery of goods and/or
services, or any similar act by VENDOR.
3. Inspection
All goods and/or services delivered hereunder
shall be received subject to the COUNTY'S
inspection and approval and payment therefore
shall not constitute acceptance. All payments are
subject to adjustment for shortage or rejection.
All defective or nonconforming goods will be
returned pursuant to VENDOR'S instruction at
VENDOR'S expense.
To the extent that a purchase order requires a
series of performances by VENDOR, the
COUNTY prospectively reserves the right to
cancel the entire remainder of the Purchase
Order if goods and/or services provided early in
the term of the Purchase Order are
non-conforming or otherwise rejected by the
COUNTY.
4. Shipping and Invoices
a) All goods are FOB destination and must be
suitably packed and prepared to secure the
lowest transportation rates and to comply
with all carrier regulations. Risk of loss of
any goods sold hereunder shall transfer to
the COUNTY at the time and place of
delivery; provided that risk of loss prior to
actual receipt of the goods by the COUNTY
nonetheless remain with VENDOR.
b) No charges will be paid by the COUNTY for
packing, crating or cartage unless otherwise
specifically stated in this Purchase Order.
Unless otherwise provided in Purchase
Order, no invoices shall be issued nor
payments made prior to delivery. Unless
freight and other charges are itemized, any
discount will be taken on the full amount of
invoice.
c) All shipments of goods scheduled on the
same day via the same route must be
consolidated. Each shipping container must
be consecutively numbered and marked to
show this Purchase Order number. The
container and Purchase Order numbers must
be indicated on bill of lading. Packing slips
must show Purchase Order number and
must be included on each package of less
than container load (LCL) shipments and/or
with each car load of equipment. The
COUNTY reserves the right to refuse or
return any shipment or equipment at
VENDOR'S expense that is not marked with
Purchase Order numbers. VENDOR agrees
to declare to the carrier the value of any
shipment made under this Purchase Order
and the full invoice value of such shipment.
d) All invoices must contain the Purchase Order
number and any other specific information as
identified on the Purchase Order. Discounts
of prompt payment will be computed from the
date of receipt of goods or from date of
receipt of invoices, whichever is later.
Payment will be made upon receipt of a
proper invoice and in compliance with
Chapter 218, Fla. Stats., otherwise known as
the "Local Government Prompt Payment
Act," and, pursuant to the Board of County
Commissioners Purchasing Policy.
5. Time Is Of the Essence
Time for delivery of goods or performance of
services under this Purchase Order is of the
essence. Failure of VENDOR to meet delivery
schedules or deliver within a reasonable time, as
interpreted by the COUNTY in its sole judgment,
shall entitle the COUNTY to seek all remedies
available to it at law or in equity. VENDOR
agrees to reimburse the COUNTY for any
expenses incurred in enforcing its rights.
VENDOR further agrees that undiscovered
delivery of nonconforming goods and/or services
is not a waiver of the COUNTY'S right to insist
upon further compliance with all specifications.
6. Changes
The COUNTY may at any time and by written
notice make changes to drawings and
specifications, shipping instructions, quantities
and delivery schedules within the general scope
of this Purchase Order. Should any such change
increase or decrease the cost of, or the time
required for performance of the Purchase Order,
an equitable adjustment in the price and/or
delivery schedule will be negotiated by the
COUNTY and VENDOR. Notwithstanding the
foregoing, VENDOR has an affirmative obligation
to give notice if the changes will decrease costs.
Any claims for adjustment by VENDOR must be
made within thirty (30) days from the date the
change is ordered or within such additional
period of time as may be agreed upon by the
parties.
7. Statutory Conformity
Goods and services provided pursuant to this
Purchase Order, and their production and
transportation shall conform to all applicable
laws, including but not limited to the Occupational
Health and Safety Act, the Federal
Transportation Act and the Fair Labor Standards
Act, as well as any law or regulation noted on the
face of the Purchase Order.
8. Advertising
No VENDOR providing goods and services to the
COUNTY shall advertise the fact that it has
contracted with the COUNTY for goods and/or
services, or appropriate or make use of the
COUNTY'S name or other identifying marks or
property without the prior written consent of the
COUNTY'S Purchasing Department.
9. Insurance Requirements
The VENDOR, at its sole expense, shall provide
commercial insurance of such type and with such
terms and limits as may be reasonably
associated with the Purchase Order. Providing
and maintaining adequate insurance coverage is
a material obligation of the VENDOR. All
insurance policies shall be executed through
insurers authorized or eligible to write policies in
the State of Florida.
10. Compliance with Laws
In fulfilling the terms of this Purchase Order,
VENDOR agrees that it will comply with all
federal, state, and local laws, rules, codes, and
ordinances that are applicable to the conduct of
its business. By way of non-exhaustive example,
this shall include the American with Disabilities
Act and all prohibitions against discrimination on
the basis of race, religion, sex creed, national
origin, handicap, marital status, or veterans'
status. Further, VENDOR acknowledges and
without exception or stipulation shall be fully
responsible for complying with the provisions of
the Immigration Reform and Control Act of 1986
as located at 8 U.S.C. 1324, et seq. and
regulations relating thereto, as either may be
amended. Failure by the awarded firm(s) to
comply with the laws referenced herein shall
constitute a breach of the award agreement and
the County shall have the discretion to
unilaterally terminate said agreement
immediately. Any breach of this provision may
be regarded by the COUNTY as a material and
substantial breach of the contract arising from
this Purchase Order.
11. Force Majeure
Neither the COUNTY nor VENDOR shall be
responsible for any delay or failure in
performance resulting from any cause beyond
their control, including, but without limitation to
war, strikes, civil disturbances and acts of nature.
When VENDOR has knowledge of any actual or
potential force majeure or other conditions which
will delay or threatens to delay timely
performance of this Purchase Order, VENDOR
shall immediately give notice thereof, including all
relevant information with respects to what steps
VENDOR is taking to complete delivery of the
goods and/or services to the COUNTY.
12. Assignment
VENDOR may not assign this Purchase Order,
nor any money due or to become due without the
prior written consent of the COUNTY. Any
assignment made without such consent shall be
deemed void.
13. Taxes
Goods and services procured subject to this
Purchase Order are exempt from Florida sales
and use tax on real property, transient rental
property rented, tangible personal purchased or
rented, or services purchased (Florida Statutes,
Chapter 212), and from federal excise tax.
14. Annual Appropriations
The COUNTY'S performance and obligation to
pay under this Purchase Order shall be
contingent upon an annual appropriation of
funds.
15. Termination
This Purchase Order may be terminated by COUNTY or
VENDOR upon ninety (90) days written notice to the other
party. Upon termination by VENDOR without cause, or by
COUNTY for material breach, VENDOR will refund any fees
paid for months subsequent to termination.
16. General
a) This Purchase Order shall be governed by
the laws of the State of Florida. The venue
for any action brought to specifically enforce
any of the terms and conditions of this
Purchase Order shall be the Twentieth
Judicial Circuit in and for Collier County,
Florida
b) Failure of the COUNTY to act immediately in
response to a breach of this Purchase Order
by VENDOR shall not constitute a waiver of
breach. Waiver of the COUNTY by any
default by VENDOR hereunder shall not be
deemed a waiver of any subsequent default
by VENDOR.
c) All notices under this Purchase Order shall
be sent to the respective addresses on the
face page by certified mail, return receipt
requested, by overnight courier service, or by
personal delivery and will be deemed
effective upon receipt. Postage, delivery and
other charges shall be paid by the sender. A
party may change its address for notice by
written notice complying with the
requirements of this section.
d) The Vendor agrees to reimbursement of any
travel expenses that may be associated with
this Purchase Order in accordance with
Florida Statute Chapter 112.061, Per Diem
and Travel Expenses for Public Officers,
employees and authorized persons.
e) In the event of any conflict between or
among the terms of VENDOR'S PremierPro
Support and Maintenance Agreement (SMA)
related to this Purchase Order, the terms of
the VENDOR's SMA shall take precedence
over the terms of the Purchase Order