Agenda 09/27/2011 Item #16A 5
9/27/2011 Item 16.A.5.
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EXECUTIVE SU,.rMRY
Recommendation to waive competition and approve agreenJffflts #10-6563,
Software License AgreementaAd PrernierPro Support and Maintenance
with Selectron Technologies, Inc. for the Interactive Voice Response
System
OBJECTIVE: To enSure that service for Collier citizens and Growth
Management Division (GMD) auilding inspectors remains uninterrupted through
the Interactive Voice Reponse phone system.
CONSIDERA TlQN~:
1. The InteractiVe Voice Response System (IVR) is a convenient alternative for
consumerstoschedule,resch~ule, and cancel building inspections, right of
way inspections, and certain land use inspections. The IVRaltowsapplicants
to hear inspection results, receive messages, leave messages for inspectors,
and obtain the status of plan reviews and inspection results.
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2. The purCha$e. installation and implementation of the Selectron Technologies,
Inc. IVR was added to the CityViewcontract # 06-3962. by Amendment #2 on
December 13, 2007. The Selectron IVR was acquired in 2008 to provide
additional functionality not available with the pre-existing phone system.
3. The license agreement allows the owner to install and run the IVR software,
while the Maintenance Agreement provides full vendor technical support for
the system.
4. Staff recommel)ds a waiver of competition for the purchase of the
Maintenance Agreement from Selectron Technologies, .lnc~a~ being in the
best interests of the County (Purchasing pOlicy IV.SA). Selectron supports
and maintainst~ir own proprietarylVR system.
FISCAL IMPACT: Funds for the Support and Maintenance Agreement have
been budgeted for a period of4 years in the estimated amount of $64,910,
including $15,060 that was recognized in FY11, and $49,850 that will be
recognized throughout FY12 through FY14.
GROWTH MANAGEMENT IMPACT: There is no growth management impact
associated with this Executive Summary.
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9/27/2011 Item 16.A.5.
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LEGAL CONSIDERATIONS: This item has been reviewed and approved by the
County Attorney's Office, is legally sufficient for Board action and only requires a
majority vote for approval---SRT.
RECOMMENDATION: That the Board of County Commissioners approves
agreements #10-5553, Software License Agreement and PremierPro Support
and Maintenance with Selectron Technologies, Inc. for the Interactive Voice Mail
System and authorizes the Chairman to execute the attached agreements after
review by County Attorney.
PREPARED BY: James French, Director of Operations, GMC, Department of
Operations and Regulatory Management
ATTACHMENTS: Software License Agreement, PremierPro Support and
Maintenance Agreement.
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9/27/2011 Item 16.A.5.
COLLIER COUNTY
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Board of County Commissioners
Item Number: 16.A.5.
Item Summary: Recommendation to waive competition and approve agreement #10-
5553, Software License Agreement and PremierPro Support and Maintenance Agreement with
Selectron Technologies, Inc. for the Interactive Voice Response System.
Meeting Date: 9/27/2011
Prepared By
Name: PuigJudy
Title: Operations Analyst, CDES
9/2/2011 4:56: 11 PM
Submitted by
Title: Manager - CDES Operations,Operations & Regulatory Management
Name: FrenchJames
9/2/2011 4:56:13 PM
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Approved By
Name: WoodLyn
Title: Contracts Specialist,Purchasing & General Services
Date: 9/8/2011 9:32:45 AM
Name: AxelrodBarry.
Title: Director - Information Technology,Infonnation Technology
Date: 9/8/2011 10:44:02 AM
Name: CamellSteve
Title: Director - Purchasing/General Services,Purchasing
Date: 9/9/2011 3:00:39 PM
Name: FrenchJames
Title: Manager - CDES Operations, Operations & Regulatory Management
Date: 9/19/2011 10: 19:05 AM
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9/27/2011 Item 16.A.5.
..-.. Name: PuigJudy
Title: Operations Analyst, CDES
Date: 9/19/2011 2:28:49 PM
Name: MarcellaJeanne
Title: Executive Secretary,Transportation Planning
Date: 9/19/2011 3:01 :40 PM
Name: FederNonnan
Title: Administrator - Growth Management Div,Transportati
Date: 9/19/2011 4:10:35 PM
Name: TeachScott
Title: Deputy County Attorney,County Attorney
Date: 9/19/2011 4:49:38 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 9/20/2011 9:53:47 AM
Name: IsacksonMark
Title: Director-Corp Financial and Mgmt Svs,CMO
.--.. Date: 9/20/2011 10: 17:23 AM
Name: IsacksonMark
Title: Director-Corp Financial and Mgmt Svs,CMO
Date: 9/20/201 I 10:34:35 AM
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9/27/2011 Item 16.A.5.
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Software License Agreement
This Selectron Technologies, Inc. ("Company") Software License Agreement ("SLA") is a legal agreement between Collier County
Board of County Commissioners ("Customer") and Company for the software provided to Customer by Company, which includes
computer software and associated media and printed materials, and may include "online" or electronic documentation
("Software"). By signing below, and/or by installing, copying, or otherwise using the Software, Customer agrees to be bound by the
terms ofthis SLA.
1. Grant of license.
Subject to the terms of this SLA, Company grants to
Customer, as the only end-user, a non-exclusive, non-
transferable (except as specifically set forth herein), non-
assignable, limited license (the "License") to install the
Software for which Customer has paid a license fee. The
License entitles Customer to use the Software at its principal
place of business on a single computer or as specifically
identified in the Professional Services Agreement, solely for
Customer's internal business use. Except as otherwise
notified by Company, the Software may not be used in
connection with any software not acquired from Company
speCifically for use with the Software.
As part of the deliverables the Company utilizes certain
Runtime-Restricted Use Software. Attached as Exhibit A are
the applicable End User License Agreements as is required
to be delivered to Customer.
2. Other Rights And Limitations.
Customer may not rent, lease, distribute, sell, assign,
pledge, sublicense, loan, timeshare or otherwise use the
Software for the commercial benefit of third parties, but
Customer may transfer the Software on a permanent basis,
provided Customer retains no copies and the recipient
expressly agrees in writing to the terms of this SLA.
limitation on Reverse Engineering, Decompilation, and
Disassembly. Customer may not reverse engineer,
decompile, translate, or disassemble the Software, except
and only to the extent that applicable law notwithstanding
this limitation expressly permits such activity.
Other Use Restrictions. Customer may not use the Software
for any purpose other than for use on Customer's own
internal computer networks, as set forth in this SLA, or make
copies of the software, other than a single copy of the
Software in machine-readable format solely for backup or
archival purposes.
Notice to Users. Customer shall inform all users of the
Software of all terms and conditions of the SLA.
Revised 1/07
3. Copyright.
The Software is licensed, not sold. Title and copyrights in
and to the Software (including any images, "applets,"
photographs, animations, video, audio, music, and text
incorporated into the Software), accompanying printed
materials, and any copies Customer is permitted to make
herein are owned by Company or its suppliers and are
protected by United States copyright laws and international
treaty provisions. Therefore, Customer must treat the
Software like any other copyrighted material (e.g., a book or
musical recording) except that Customer may either (a)
make one copy of the Software solely for backup or archival
purposes, or (b) transfer the Software to a single hard disk,
provided Customer keeps the original solely for backup or
archival purposes. Customer may not copy the printed
materials accompanying the Software without Company's
prior written approval.
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4. Dual-Media Software.
Customer may receive the Software in more than one
medium. Regardless of the type or size of media Customer
receives, Customer may use only the single medium that is
appropriate for Customer's single computer. Customer may
not use or install the other media on another computer.
Customer may not loan, rent, lease, or otherwise transfer
the other media to another user, except as part of the
permanent transfer of the Software.
S. Export Restrictions.
The Software is subject to the export control laws of the
United States and other countries. Customer may not export
or re-export the Software without the appropriate United
States and foreign government licenses. Customer must
otherwise comply with all applicable export control laws and
shall defend, indemnify and hold Company and all its
suppliers not liable from any claims arising out of
Customer's violation of such export control laws. Customer
further agrees to comply with the United States Foreign
Corrupt Practices Act, as amended.
6. Limited Warranty.
Company warrants that the Software will perform
substantially in accordance with the accompanying
documentation for a period of one year from the date of the
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on-site installation. Any changes or modifications to the
Software by any person other than Company voids this
limited warranty.
THE EXPRESS WARRANTY SET FORTH ABOVE IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, ARISING FROM OR
RELATED TO THIS AGREEMENT AND ANY SoFTWARE PROVIDED
HEREUNDER, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CUSTOMER
ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN
THE EXPRESS WARRANTIES IN THIS AGREEMENT. This warranty
disclaimer 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's is
authorized to modify this limited warranty, or make any
additional warranties.
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7. Customer Remedies.
Company and its suppliers entire liability and Customer's
exclusive remedy for breach of this limited warranty shall
be, at Company's option, either (a) comply with the
Agreement (b) return of the price paid for the Software, or
(c) replacement of the Software. The foregoing warranty is
void if failure of the Software results from accident, abuse,
or misapplication. Any replacement Software will be
warranted for the remainder of the original warranty period
or thirty (30) days, whichever is longer. Outside the United
States, neither these remedies nor any product support
services offered by Company are available without proof of
purchase from an authorized non-U.S. source.
TO THE MAXIMUM EXTENT PERMITTED BY APPLLCABLE
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 SLA.
COMPANY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION
WITH THIS SLA AND THE SOFTWARE, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF LICENSE FEES PAID TO COMPANY HEREUNDER.
CUSTOMER ACKNOWLEDGES THAT THE LICENSE FEES
REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SLA
AND THAT COMPANY WOULD NOT ENTER INTO THIS SLA
WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
8. Network Security Disclaimer
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8.1 Internet Security.
Company's products may include software that connects to
the Internet. The software is designed to operate within
Customer's secure network environment. Specifically the
software relies fully on the Customer's security measures
and implements no further security infrastructure.
Company makes no representations or warranties to
Customer regarding any 3rd party technologies or service's
ability to meet Customer's security or privacy needs. This
includes but is not limited to operating systems, database
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9/27/2011 Item 16.A.5.
management systems, web servers,
processing services. Customer is solely
ensuring a secure network environment.
and payment
responsible for
8.2 Remote Access Security.
In order to enable development, customer support, and
maintenance of the system, Company requires remote
access capability. Remote access is normally provided by
installing PC-Anywhere, ControllT, or other industry
standard remote access software. It may also be provided
through a customer solution such as VPN access. Regardless
of what method is used to provide remote access, or who
provides remote access software, it is the Customer's
responsibility to ensure that the remote access method
meets Customer's security requirements. Company makes
no representations or warranties to Customer regarding the
remote access software's ability to meet Customer's
security or privacy needs. Company also makes no
recommendation for any specific package or approach with
regard to security. Customer is solely responsibie for
ensuring a secure network environment.
8.3 Outbound Services Disclaimer.
Company's products may include software capable of
automated outbound communication (Outbound Delivery
Services). Company furnishes, and Customer accepts,
Outbound Delivery Services as-is and with all faults, with no
warranties, express, implied or statutory. Company does not
warrant that Outbound Delivery Services will operate as
intended. Company expressly and specifically disclaims the
implied warranties of merchantability, fitness for a
particular purpose and non-infringement. To the extent that
Customer may not, under applicable law, disclaim any
warranty, the scope and duration of such warranty shall be
the minimum permitted under applicable law. Customer
acknowledges that it has relied on no warranties
whatsoever in connection with Outbound Delivery Services,
and expressly assumes all risks arising from any failure of
Outbound Delivery Services to operate as intended.
Customer hereby irrevocably and unconditionally waives,
releases and discharges Company and its predecessors,
parents, subsidiaries, affiliates, successors, agents, officers,
employees and assigns from and against any and all claims,
causes of action or liabilities in any way arising from any
failure of Outbound Delivery Services to operate as
intended. Customer acknowledges that it is aware of the
potential hazards associated with relying on an automated
outbound dialing feature and understands that it is giving up
in advance any right to sue or make any claim against
Company if Customer, or Customer's end users, suffer injury
or damage due to the failure of Outbound Delivery Services
to operate as intended, even though Customer does not
know what or how extensive those injuries or damages
might be.
9. U.S. Government End Users.
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The Software is a "commercial item", as that term is defined
at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial
computer software" and "commercial computer software
documentation", as such terms are used in 48 C.F.R. 12.212
(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R
227.7202-1 through 227.7202-4 (June 1995), the Software is
licensed to any U.S. Government End Users (i) only as a
commercial end item and (i1) with only those rights as are
granted to all other end users pursuant to the terms and
conditions herein. Manufacturer is Selectron Technologies,
Inc., 7405 SW Tech Center Drive, Suite 140, Portland,
Oregon 97223, USA.
10. Supports and Maintenance.
Customer may purchase Support and Maintenance by
entering into a separate Support and Maintenance
Agreement.
11. Governing Law.
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.
12. Terms And Termination.
This SLA shall continue indefinitely, unless terminated
earlier in accordance with this Section 12. Customer may
terminate this SLA at any time by returning or deleting all
copies of the Software in Customer's possession and
providing Company written notice that Customer has done
so. (No refund will be provided upon such termination).
Company may terminate this SLA (and Customer's right to
continue to use the Software hereunder) immediately upon
written notice if Customer breaches a material term or
condition of this SLA, including Customers failure to pay fees
when due. Sections 3, 5, 6, 7, 8, 10, 11, 12, 13 and 14 shall
survive any termination of this SLA.
13. Confidentiality.
The Software contains trade secrets and proprietary know-
how that belong to Company and is being made available to
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9/27/2011 Item 16.A.5.
Customer in strict confidence. ANY USE OR DISCLOSURE OF
THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR
INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH
THIS SLA, IS STRICTLY PROHIBITED AND IS ACTIONABLE AS A
VIOLATION OF COMPANY'S TRADE SECRETS, subject to
Chapter 119, Florida Statutes, also known as the Public
Records Law.
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14. Miscellaneous.
Attorneys' Fees.
In the event of litigation between Customer and Company
concerning the Software or this SLA, the prevailing party in
the litigation shall be entitled to recover attorneys' fees and
expenses from the losing party.
Severability.
If any provision of this SLA 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 Section 7
will remain in effect notwithstanding the unenforceability of
any provision in Section 6.
Entire Agreement.
This SLA including exhibits constitutes 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 SLA 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.
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Contact Information.
Should Customer have any questions concerning this SLA, or
if Customer desires to contact Selectron Technologies, Inc.
for any reason, please contact us at: Selectron Technologies,
Inc., 7405 SW Tech Center Drive, Suite 140, Portland,
Oregon 97223, USA; www.stigov.com.
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9/27/2011 Item.16.A.5.
--.. In Witness Whereof, the parties have caused this Professional Services Agreement to be executed by their duly authorized
representative.
Selectron Technologies, Inc.
Customer:
By:
By: Collier County Board of County Ccm:ni.ssioners
Signed:
Signed:
Date:
Preside
<p\I'4\l\
Title:
Chainnan
Title:
Date:
Address: 740S SW Tech Center Drive. Suite 140
Address: 3299 Tamiami Trail East, Suite 303
Portland. OR 97223
Naples, FL
34112
ATI'EST:
Dwight E. Brock, Clerk of Courts
By:
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Dated:
( SEAL)
Approved as to fom and legal
sufficiency:
Deputy County Attorney
Scott Teach
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9/27/2011 Item 16.A.5.
Exhibit A
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MICROSOFT SOFTWARE LICENSE TERMS
MICROSOFT SQl SERVER 200S EXPRESS EDITION
MICROSOFT SQl SERVER 200S EXPRESS EDITION WITH ADVANCED SERVICES
MICROSOFT SQl SERVER 200S EXPRESS TOOLKIT
MICROSOFT SQL SERVER 200S MANAGEMENT STUDIO EXPRESS
These license terms are an agreement between Microsoft Corporation (or based on where you live, one of its affiliates) and
Customer. Please read them. They apply to the software named above, which includes the media on which you received it,
if any. The terms also apply to any Microsoft
. updates,
. supplements.
. Internet-based services, and
. support services
for this software, unless other terms accompany those items. If so, those terms apply.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.
If you comply with these license terms, you have the rights below.
1. INTERNET-BASED SERVICES. Microsoft provides Internet-based services with the software. It may change or cancel
them at any time.
2. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software
as an embedded component in the Company's software. Microsoft reserves all other rights. Unless applicable law
gives you more rights despite this limitation, you may u.se the software only as expressly permitted in this agreement.
In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways.
You may not
. disclose the results of any benchmark tests of the software to any third party without Microsoft's prior written
approval;
. work around any technical limitations in the software;
. reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law
expressly permits, despite this limitation;
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. make more copies of the software than specified in this agreement or allowed by applicable law, despite this
limitation;
. publish the software for others to copy; or
. rent, lease or lend the software.
3. BACKUP COPY. You may make one backup copy of the software. You may use it only to reinstall the software.
4. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the
documentation for your internal, reference purposes.
5. TRANSFER TO A THIRD PARTY. Transfer may only occur in connection with original application. The first user of the
software may transfer it and this agreement directly to a third party. Before the transfer, that party must agree that
this agreement applies to the transfer and use of the software. The first user must uninstall the software before
transferring it separately from the device. The first user may not retain any copies. .".-....
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9/27/2011 Item 16.A.5.
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6. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. You must comply with
all domestic and international export laws and regulations that apply to the software. These laws include restrictions
on destinations, end users and end use. For additional information, see www.microsoft.com/exporting.
7. SUPPORT SERVICES. Because this software is "as is," we may not provide support services for it.
8. ENTIRE AGREEMENT. This agreement, and the terms for supplements, updates, Internet-based services and support
services that you use, are the entire agreement for the software and support services.
9. APPLICABLE LAW.
a. United States. If you acquired the software in the United States, Washington state law governs the interpretation
of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the
state where you live govern all other claims, including claims under state consumer protection laws, unfair
competition laws, and in tort.
b. Outside the United States. If you acquired the software in any other country, the laws of that country apply.
10. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your
country. You may also have rights with respect to the party from whom you acquired the software. This agreement
does not change your rights under the laws of your country if the laws of your country do not permit It to do so.
11. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED "AS-IS." YOU BEAR THE RISK OF USING IT. MICROSOFT
GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS
UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR
LOCAL LAWS, MICROSOFT EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NON-INFRINGEMENT.
12. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. YOU CAN RECOVER FROM MICROSOFT AND ITS
SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $5.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING
CONSEQUENTIAL, lOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.
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This iimitation applies to
· anything related to the software, services, content (including code) on third party Internet sites, or third party
programs; and
· claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort
to the extent permitted by applicable law.
It also applies even if Microsoft knew or should have known about the possibility of the damages. The above limitation
or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental,
consequential or other damages.
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9/27/2011 Item 16.A.5.
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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 aher 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 yea r 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 Sohware 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
sohware.
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.
Thes~ 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 aher hours professional services.
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Company Sohware 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. Sohware 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 (I.e.
land management sohware, utility billing
sohware, 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
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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.
i. '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.
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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:
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9/27/2011 Item 16.A.5.
TO THE MAXIMUM EXTENT PERMllTED 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 PERMllTED 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.
Packet Page -1092-
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 1102
9/27/2011 Item 16.A.5.
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.
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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.
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Packet Page -1093-
9/27/2011 Item 16.A.5.
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In Witness Whereof, the parties have caused this Professional Services Agreement to be executed by their duly authorized
representative.
Selectron Technologies, Inc.
Customer:
By:
By:
Collier COunty Board of COunty Carmissione
Signed:
Signed:
Date:
President
19 ( I'of! II
Title:
Chainnan
Title:
Date:
Address: 7405 SW Tech Center Drive, Suite 140
Address: 3299 Tarniarni Trail Fast, Suite 303
Portland, OR 97223
NaplQ5i, FI.
34112
ATI'EST:
Dwight E. Brock, Clerk of Courts
By:
Dated:
~
(SEAL)
Approved as to form and legal
sufficiency:
Deputy County Attorney
@)
't soott'1JeaGh
Prill Name
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Standard Terms and Conditions revised January 2004
Packet Page -1094-
9/27/2011 Item 16.A.5.
EXHIBIT A
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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
VoicePermits January 1, 2012 to $15,815.00 December 15, 2011
December 31, 2012
VoicePermits 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 Microsoft™ 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 Messages & 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)
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Standard Terms and Conditions revised January 2004
Packet Page -1095-
.--.. 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;
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Group Email for all three contacts:
,,-.,
Standard Terms and Conditions revised January 2004
Packet Page -1096-
9/27/2011 Item 16.A.5.
9/27/2011 Item 16.A.5.
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.
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.
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
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,
Packet Page -1097-
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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.
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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
9/27/2011 Item 16.A.5.
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
Packet Page -1098-
9/27/2011 Item 16.A.5.
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 VEN DOR 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
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Packet Page -1099-