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HomeMy WebLinkAboutR-03-0837J-03-627 07/24/03 RESOLUTION NO. 03— 837 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE CITY MANAGER TO EXECUTE A MAINTENANCE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH SELECTRON TECHNOLOGIES, INC. TO PROVIDE REQUIRED UPGRADE AND MAINTENANCE SERVICES TO PROPRIETARY SOFTWARE APPLICATIONS FOR THE INTERACTIVE VOICE RESPONSE SYSTEM FOR THE BUILDING DEPARTMENT, AT A TOTAL COST NOT TO EXCEED $87,800, INCLUDING MAINTENANCE SERVICES FOR A ONE-YEAR PERIOD, AT AN ANNUAL COST OF $6,270, WITH THE OPTION TO EXTEND MAINTENANCE SERVICES FOR AN ADDITIONAL FOUR-YEAR PERIOD, AT A COST NOT TO EXCEED loo OF THE PURCHASE VALUE OF THE SYSTEM, SUBJECT TO AVAILABILITY OF FUNDS; ALLOCATING FUNDS FROM INFORMATION TECHNOLOGY, INSPECTION SERVICES DIVISION BUDGET ACCOUNT CODE NO. 421001.560302.6.340, AND CAPITAL IMPROVEMENT PROJECT ACCOUNT CODE NO. 311616, FOR SAID PURPOSE. WHEREAS, the Interactive Voice Response System ("IVRS") plays an important role in the delivery of permit information and inspection requests via the telephone and fax machine; and WHEREAS, the IVRS allows for extended service hours by operating twenty-four (24) hours a day, seven (7) days a week; and ATTACH hlE H T151 CONT A INE CITY COMMISSION MEETING OF J U L 2 4 2003 Resolution No. 03- 837 WHEREAS, the maintenance of this system is important to keep it operating and can only take place with the required upgrade; and WHEREAS, IVRS is comprised of proprietary software specifically customized for the City of Miami to support the Building Department's IVR requirements; and WHEREAS, funds for said service are available from Project No. 421001.560302.6.340 and Information Technology Capital Improvement Project No. 311616; and WHEREAS, the City Manager and the Director of Building recommend the requirements for formal competitive sealed bidding procedures be waived and the procurement of an agreement from Selectron Technologies, Inc. be approved; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Page 2 of 4 03- 3 837 Section 2. The City Manager is authorized!' to execute a Maintenance Agreement, in substantially the attached form, with Selectron Technologies, Inc. to provide required upgrade and maintenance services to proprietary software applications for the Interactive Voice Response System ("IVRS") for the Building Department, at a total cost not to exceed $87,800, including maintenance services for a one-year period, at an annual cost of $6,270, with the option to extend maintenance services for an additional four-year period at a cost not to exceed 10% of the purchase of the value of the system, with funds allocated from Information Technology, Inspection Services Division Account Code No. 421001.560302.340 and Capital Improvement Project No. 311616. Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.�l 1� The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable provisions of the City Charter and Code. If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 3 of 4 )3- 837 PASSED AND ADOPTED this 24th ATTEST: PR SCILLA A. T OMP CITY CLERK APPROVED AS I VI 378: tr:AS: BSS day of July , 2003. 4w%* • �" /kANUEL A. DIAZ, MAYOR CORRECTNESS �> Page 4 of 4 03— 837 Selectron Technologies, Inc. PROFESSIONAL SERVICES AGREEMENT This Agreement is between Selectron Technologies, Inc., an Oregon corporation and its successors or assignees ("Company') and the undersigned tt!,� r:ity vi Miami, t-lonaa (the Customer"). 1. Engagement of Services. Company may from time to time issue a Scope of Work in the form attached to this Agreement as Exhibit A and B. Subject to the terms of this Agreement, Company will render the services set forth in the Scope of Work accepted by Customer (the "Project"). The manner and means by which Company chooses to complete the Project are in Company's sole discretion and control. Customer will make its facilities and equipment available to Company wiTeii necessary. Ccn.parg; 1,i its -olf 6screto:^, r -a,, have the services performed by a Third Party/Independent Contractor, provided that any such Third Party/Independent Contractor agrees in writing to the terms of this Agreement. 2. Hardware. Pursuant to this Agreement, and in combination with any Company Software (which shall be licensed pursuant to a separate Software License Agreement), Company shall provide Cuptomer with third - parry hardware for use with Company Software (the "Hardware), as set forth in Exhibit A and B (if any). 3. Compensation. 3.1 Standard Compensation. Customer will pay Company a fee for services rendered under this Agreement as set forth in the Project(s) undertaken by Company. Customer shall be responsible for all expenses incurred in performing services under this Agreement. Upon termination of this Agreement for any reason, Company will be paid fees and expenses on a proportional basis as stated in the Scope of Work for work which is then in progress, to and including the effective date of such termination. All returned hardware is auhject to a 15% restocking fee. I Inless other to n:. oet rcrth in the Scope of Work for work which is in progress, Customer will pay Company for services and will reimburse Company for previously approved expenses within thirty (30) days of the date of Company's invoice. 3.2 Change Requests. Customer agrees to the Scope of Work as set forth in Exhibit A and B. If there is a change to Exhibit A or B after Company has committed resources to the Project, Customer agrees to pay the full amount set forth in Exhibit A. However, if, during the course of a Project, Customer wishes to modify the Scope of Work (other than a proposed reduction in the amount of services provided), Company shall provide Customer with a modified fee estimate. If Customer accepts the modified estimate, Company will perform the Project according to the modified specifications after a purchase order has been provided to the company. If Customer rejects the modified Revised 1/02 estimate, Company shall have no obligation to perform the modified Project. 4. Independent Contractor Relationship. Company's relationship with Customer will be that of an independent Contractor and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Company is not the agent of Customer and is not authorized to make any r;.pr��entation; contract, or commitment o:, hf half of Company. Company will not be entitled to any of the benefits, which Customer may make available to its employees, such as group insurance, profit sharing or retirement benefits. Company will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to Company's performance of services and receipt of fees under this Agreement. 5. Proprietary Information. Both partied agree during the term of this Agreement and thereafter that they will take all steps reasonably necessary to hold the other party's Proprietary Information in trust and confidence, will not use Proprietary Information in any manner or for any purpose not expressly set forth in this Agreement, and will not disclose any Bch Proprietary Information to any third party without first obtaining the disclosing party's express written consent on a case-by-case basis. By way of illustration but not limitation "Proprietary Information" includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as "Inventions'); and (b) information regarding plans for research, development, new products, marketing and selling, business plans. buds, IS and unpublished financial statements, licensee, pi;ces anu costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the disdosing party. Notwithstanding the other provisions of this Agreement, nothing will be considered to be Proprietary Information if (1) it has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) it has been rightfully received by the receiving party from a third party without confidential limitations; (3) it has been independently developed for the receiving party without reference to the disclosing party's Proprietary Information; or (4) it was known to the receiving party prior to its first receipt from the disclosing party. 6. Representations and Warranties. Both parties hereby represent and warrant that (a) they have full right and power to enter into and perform this Agreement, 03- 837 M they will take all reasonable precautions to prevent injury to any persons (including employees of the other party) or damage to property (including the other party's property) during the term of this Agreement. Company warrants that any Hardware provided pursuant to this Agreement shall operate in good working order for a period of one year from the dato of tht liiiiu irivrw-,;, ab tern. ,., is Exhibit A. Any changes or modifications to the Hardware by any person other than Company voids this limited warranty. 7. Indemnification. Each party will indemnify and hold harmless the other party, its officers, directors, employees, sublicensees, customers and agents from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) which result from a breach or alleged breach of any 'ep'esentatior nr ` ?rrari,r \> "irai/r}"i to thP_?iciPn' :-lln ri by § 768.28 of Florida Statutes set forth in Se,,tior, oof this Agreement. 8. Warranty Disclaimer. The express warranties in Section 6 are in lieu of all other warranties, express, implied or statutory, arising from or related to this agreement and any hardware 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 tharit has relied on no warranties other than the express warranties in this agreement. This warranty disclaimer is made regardless of whether Company knows or has reason to know of Customer's particular needs. No Company employee, agent, or dealer is authorized to modify this limited warranty, or make any additional warranties. 9. Limitation of Liability. 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 %;rt or otherwise, will not exceed '? :•rie ;',: 3 i:;: ,:, of fats paid to Compan, hereunder. ,usiumer acki uwledges 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. 10. Network Security Disclaimer 10.1 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 irinplements 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 Revised 1/02 management systems, web servers, and payment processing services. Customer is solely responsible for ensuring a secure network environment. 10.2 Remote Access Security. In order to enable development, customer support, and maintenance of the system, Company requires e,note 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 privacv needs. Company al -sr, Flakes no recommendatior, for any specific package or approach with regard to security. Customer is solely responsible for ensuring a secure network environment. 11. Termination. Either party may terminate this Agreement at any time that there is no uncompleted Project in effect upon fifteen (15) days' prior written notice to other parry. The parties agree that Customer's failure to pay any undisputed fees is a material breach of this Agreement 12. Government Contracts. In the event that Company shall perform services under this Agreement in connection with any Government contract in which Customer may be the prime contractor or subcontractor, Company agrees to abide by all laws, rules and regulations relatin�'thereto. To the extent that any such law, rule or regulation requires that a provision or clause be included in this Agreement, Customer agrees that such provision or clause shall be added to this Agreement and the same shall then become a part of this Agreement. 13. General Provisions. 13.1 Goveroing Law and Vcauc. T,rs will be governed by the lay.rs of thc. :•cats of Honna. rhe 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 Dade County, Florida and each party irrevocably submits to the jurisdiction and venue of any such courts in any such action or proceeding. 13.2 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, Customer agrees that Section 9 will remain in effect 03- 837 notwithstanding the unenforceability of any provision in Section 8. 13.3 Notices. All notices, consents and approvals under this Agreement must be delivered in writing by courier, by electronic facsimile (fax), or by certified or registered mail, (postage prepaid and return receipt Tog9eciPd)) iv iile 01. w: yarty ,..i .i,, ,.:;:area. .6 ?h beneath such party's signature, and will be effective upon receipt or three (3) business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address by giving notice of the new address to the other party. 13.4 Attorneys' Fees. In the event of litigation between Customer and Company concerning the Hardware or this Agreement, the prevailing party in the litigation shall be en(itlPd to recover attorneys' fees and expenses froi n thb ;;-3ing pa, y. 13.5 Injunctive Relief. A breach of any of the promises or agreements contained in this Agreement may result in irreparable and continuing damage to Company for which there may be no adequate remedy at law, and Company is therefore entitled to seek injunctive relief as well as such other and further relief as may be appropriate. 13.6 Survival. Section 5 ("Proprietary Information"), 6 ("Representations and Warranties"), 7 ("Indemnification"), 8 ('Warranty Disclaimer"), 9 ("Limitation of Liability"), 10 ("Network Security Disclaimer"), 11 ('Termination") and 13 ("General Provisions") will survive expiration or termination of this Agreement for any reason. 13.7 Waiver. All waivers rnusff be in u ritinn. Any waiver or failure to ei ijorce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. 13.8 Entire Agreement. This Agreement and the attached Exhibits, 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 comn-wim;aion, wheJ-i67 .rli:ibo+ !h :..ai. TM:: 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. In Witness Whereof, the parties have caused this Professional Services Agreement to be executed by their duly authorized representative. Company: Selectron Technologies, Inc. By: Todd A. Johnsto Signed: C LI) Title: President Date: -TA i a k 03 AddresQ iu i ec,: er t�... rive. S:::ie 140 Portland, OR 97223 By: � 'loan toner Signe' Titl Secretary Date: Customer: y By: Signed: Title: Date: "ri(tiress. Approved as to form and correctness; Alejandro Vilarello City Attorney Approved for insurance requirements. Diane Ericson Revised 1/02 Risk Management Administrator 03- 837 EXHIBIT A SCOPE OF WORK VoicepermitsTM Inta? -active VnfrP Response Base System Workstation, third party software, set-up and configuration (Suo Mary): $25,500 Intel Pentium 4 2Ghz Microsoft Windows 2000 Server 768 MB RAM, 40 GB hard drive Microsoft SQL Server CD ROM, 56K Modem, Network Card Remote Access Software RAID 1 24 -Port Voice Card 4 Port Fax 12 Port voice Licenses Basic Modules (including): $27,400 Schedule an Inspection . Speak Site Address Cancel an Inspection Permit (Based Messaging Obtain insp=ion Results VP Reporting Module Post Inspection Results Dynamic Information System: Up to 100 Messages and fax documents combined 2,000 Inspection Results & History (Fax) 3,000 Inspection Failure Codes 3,000 Plan Review Status (Spoken 8. Fax) 6,000 SmartFAX (4) port hardware and licensing 3,500 Spanish Language 3,000 Custom Interface to Unisys System 5,000 Design and Development Included On -Site Installation and Training i Included One-year warranty on Selectron-provided hardware and software Included From date of System Acceptance Full System Documentation Included 20% Existing user Discount (15,680) I oiai Soiu',`;on Cost ~� $62,720 Required Items Not Included in Selectron Technologies Offering Phone lines and network service required to support the installation Revised 1/02 03- 837 PAYMENT SCHEDULE i ne initial ;rvoice :s sent a� corr..p6.it-i, of contr=t :iegotiations and c;,:on rc: -,ipt.of purchase order, which enables Company to purchase, set-up and configure the necessary hardware. Description Amount with Existing User 20% Base Modules Discount Dynamic Information System 1,600 Workstation $20,400 SmartFAX , (4) port 2,800 hardware and lice_nsin 2,992 r Less 10%a Holdback 2,320 Total Invoice $20,880 The second invoice is sent at the completion of the on-site installation and training and the system is available for customer testing at customer site. The following Software modules will be available for Customer testing: Descriptior. Amount with Existing User 20% Discount Base Modules $21,920 Dynamic Information System 1,600 Spanish Language 2,400 Custom Interface to Unisys System 4,000 Less 10% Holdback 2,992 Total Invoice $26,928 The warranty period also begins on this date. J T;- third invoice is sent at th` c--mp;ation of thfi remote ;ns*oliat;.w of t;:� ;O1:k;v>ina Sc"ware rriodu!es: Description Amount with Existing User 20% Discount Inspection Results & History Fax $2,400 Inspection Failure Codes 2,400 Pian Review Status (Spoken & Fax 4,800 Less 10% Holdback 960 Total Invoice $8,640 Revised 1/02 03- 837 The final invoice is sent 30 days after the completion of the installation, which will give the customer the opportunity to carefully test all functions and requirements as defined by the contract and agreed upon call flows. It is the customer's responsibility to supply adequate staff to ensure full testing is completed in a period not to exceed thirty days. Descrytion First Invoice Holdback I Army—+ $20zo Second Invoice Holdback 2,992 Third Invoice Holdback 960 Total Invoice $6,272 If completion of the Final Testing and Acceptance is delayed beyond 30 days, and is not due to any fault of Company, the payment will become immediately due. i axes: Sales Tax or any other applicable taxes are not included in any of this proposal's pricing information. If Sales tax or any other tax becomes applicable, these taxes will then need to be added to the proposed pricing. Payment Terms: Company expects to receive payment within 30 days of invoice date. I - Revised 1/02 .s 03- 837 ADDITIONAL INFORMATION Additional Voice Perera Hardware 4 -Port Voice Board and application user licenses $ 6,000.00 8 -Port Voice Board and application user licenses $12,000.00 12 -Port Voice Board and application user licenses $18,000.00 Price includes 12 -month parts and labor warranty. Time -and -Materials Billing Rates: Sc!^c►•^^ will provide cuptom nron_ramminc, and nnn-warranty maintenance customer support on a time -and -materials basis. Requested design, programming, testing, documentation, implementation work, and customer support approved by Selectron will be performed at $150.00 per hour. Selectron will issue a quote and scope of work to the customer. A purchase order must be issued before work can be scheduled or begin. Additional Training and On -Site Support: All travel and associated expenses for the on-site installation work during the initial setup are included in the Base System price. If the customer requests additional on-site work, trayel and out-of-pocket expenses will be billed at $1,500 per day (minimum of 2 days) witri at yeast 15 -day notice. If 8-14 days advance notice is provided the rate increases to $2,000.00 per day and if the notice is less than 7 days the rate increases to $2,500.00 per day. If changes are made to a travel schedule after plans are confirmed, -the Customer is responsible for any change fees or price changes incurred for airfare, hotel or car rental. On -Going Support: An annual maintenance contract will be available for purchase following the warranty period. The contract amount will not exceed 10% of the purchase value of the system. Revised 1/02 03- 837 EXHIBIT B STATEMENT OF WORK Revised 1/02 03- 837 OVERVIEW confidential This Statement of Work explains the components and services entailed in the VoictPamiitr interactive voice response (IVR) System with the Spanish language module, the Dynamic S,-: _ ..;y "S', '- ' , pe.t�or ??--elute C --der -nedule, •h• M n Review Statub module, and the Inspection Results and History fax mod,ile. Outlined are the software, hardware, and implementation services provided with the purchase of this system. Additionally, this document describes your role in providing a suitable environment and facilitating a successful implementation of the VoicePanwits IVR system. OE LIVER AB LES Selectron Technologies Inc. delivers and installs a server with the VoiaPermriksIVR system already configured to your jurisdiction's specifications. This tum -key product interacts with your host database to prrivide information and services via the phone to your cwiomera. I1_ pru,...les your customer with an Lttetfice to scrnedulc inspections, cancel and reschedule inspections, and obtain inspection results. Inspectors can use the system to post inspection results and receive messages from contractors. The Inspection Results and History fax module gives callers the option to have a fax of inspection results and history sent to them. With the Inspection Failure Codes module, callers can retrieve a description of the failure code of an inspection.With the Plan Review Status module, callers can retrieve the status of their permit and have a copy foxed to them. The Dynamic Information System furnishes you with a tool to deliver information your astonters by listening to messages, requesting faxes, or being tramferred5o the appropriate staff. With the Spanish module, customers can choose to hear the IVR prompts in Spanish. on:.r�Kt�f Phone Network �� VoicePermits IVR Host batabse hone r !F{j� P 6/11/03 1 VoicePermits 1 of 10 03- 837 confidential FUNCTIONALITY Functionality explains all of the End -User and Administrator tasks. Features are dependst nupon the support of the permit host database. Tasks marked by a J are part nF an. add Ju wk u'...a,. Epd-UserF Tasks Scheduling Ins ections After users have been issued a permit, they can call VoicePermits to schedule an inspection - Users can select the inspection type and the day for the inspection. Canceling and Rescheduling Inspections When an inspection needs to be cancelled, the user can call VoicePermik and cancel the inspection. After ranr 2ation, the user is given the option to reschedule the inspection. Obtahng Inspection Results After an inspection, users can call VoicePermits and enter a permit number and inspection type to hear whether the inspection passed or failed. If the inspector has left a voice message for the contractor, it can be played after the inspection results. Receiving a Fax of Inspection Results & History I n When end-users want a paper copy of inspection results or the inspection history for a permit thepcan choose to have this information faxed to them. After hearing the results of an inspection, users can select to have a document faxed displaying the results for a specific inspection or all inspections associated with that permit The fax comprises the in,pection number and type; result, date competed, dare scheduled, and .aspection type. Obtaining lnspectian Failure Codes W When an inspection has failed, end-users will hear a description of the failure code(s) for the inspection, if they have been posted by the inspector. Leaving Permit Based Messages When an inspection is scheduled the user can leave a voice message for the inspector. The inspector is then notified of the message associated with the inspection when the inspection is assigned. Sneak Site Address During inspection scheduling, VoiaPerwitr will speak the site address for the inspection back to the user for confirmation. Hearing Plan Review Status W End-users who have begun the plan review process can call VoicePermitr and enter their plan review number to access status of their plan. End-users will hear what steps in the plan review process have been completed successfully and those that have not After heating the plan review status, end-users can choose to have a fax of the information sent 6/11/03 ® VoicePermits Z of 10 03- 837 confidential After the initial greeting message is played, callers can choose to interactwith the IVR sy,"in in either Spanisb c,r English. The end-wees menu options during the call ar- identical for each language. Additionally, aIl date.; :.umbers, oidinals, cunr..,es, anc, letters are translated to the proper language. Receiving a Static Document via Fax W Sometimes it may be most useful to send information to users as documents, such as current rate tables, blank forms, or brochures. Using DIS, users can choose to have static documents faxed to them by making a menu selection and keying in their fax number. Hearing a Messauu W When there is information that is concise and commonly needed, such as location directions, it can be recorded into a message. When end-users call, they can play these informational messages. Being Transferred W Rather than require end-users to remember a large number of extensions for each depamaeai: in an organization, they can choose to be transferred to the department or individual. .- Inspector Tasks Posting Inspection Results After an inspector has completed the inspection, they can -call VourPsrnntr and enter the inspection results. These results are then immediately avkIlable for users who call to obtain results of inspections. Posting Inspection Failure Codes Wi When the result of an inspection is posted, the inspector can choose to enter the failure code(s) for the inspection. The description of these failure codes is then available for callers obtaining results of inspections. P, ►.eaviro Parra East;:Messages After results for an inspection have been entered by the inspector, the inspector may leave a voice message for the contractor. When the contractor calls to hear the inspection results, they can listen to the message associated with the inspection. AdminIsIaita v t a Mfr-, The following is a list of the tasks administrators can perform to configure and update the system for their jurisdiction. 6/11/03 1 VoicePermits 3 of 10 03- 837 6/11/03 confidential Generating Rep-= Administrators and Operators can generate, view, save, and print system usage reports using Microsoft Internet Explorer(l) 5, Netscape Navigator® 5, or newer with access to the juriccfiction s ;--mro;t. The table below enumerates the tables with thei* respective definitions. fepo= can be sa-ed inF--- iLom Litt- :zai Feer. System Usage Calls received by day for selected date range System line Usage Calls received by line for selected date range System Usage by hour Calls received by hour for selected date range Artinn Number of times a menu option was selected for selected date ranyn Permit Permits for a selected date range Inspector All posts by each inspector for a date range Fax Fax status, document, date, time, and number Setting Operator Transfer Extension At certain points during a call, the caller may request to be transferred to an opc:ator. Setting the operator transfer extension tells VoixPermitr where to transfer the call. V=Perm ks can transfer to different extensions depending on the time of day and what task the user is performing C;, xe the transfer extensions have been set, VoinPennitswill transfer calls successfully. Updating Office Hours When a caller requests to be transferred to an operator the system checks against the office hours of the juusdiction to determine if a transfer can be made to a person. Updating Office Hours gives the system the correct guidelines to transfer calls successfully. Setting Office Holidays WL -,.i requests a transfer VoicePernntr, c1-!-. , against the office holiday schedule to determine t: correct action. With we uMcr l.,,thdays pdated, ;',WrePermit ;11 callers appropriately. Appending an Opflonal Greeting Appending an Optional Greeting instructs the system to play an additional greeting message when callers are addressed. The optional greeting can be used to inform callers of changes in office hours or holidays in the future. Setting Maximum Message Length After a caller has scheduled an inspection they are given the option to leave a message for the inspector. Setting the Maximum Message Length determines a specific amount of time for the message. By setting the maximum message length, you can help to save inspectors' time. IVoicaPerrnits 4 of 10 03-- 837 confidential Defining Schedule Days When callers are scheduling inspections, VorcePermi& offers a specific number of days ahead for inspections to be scheduled. By Defining Schedule Days, the system knows how mann days in the future to schedule inspections. Controlling Administration Access to the IVR System To control access to the operation of VoicePermits the Administrator can create and delete administrator accounts, as well as edit account access levels and change the prompt recording access PIN. Access levels can be set to permit only reporting capabilities or to allow full access. Adding New Streets As new streets are added to the jurisdiction, it is important they are added to VoicePensits -�! °�laart�ue^- ,.-r� �• �^•^-s ?nc� ..-nr�{� le(l^'rf'1i rc,w strhsc c*eatinrr *�+e file in thr database, then recording the name or word using the telephone. Recording Prompts and Responses When there are newly added words to the Word Manager or Prompt Manager, they must be recorded into the system. Recording Prompts and Responses creates an audio recording for use by VoicePermitr dar�--:g a . =3. Each word or phrase has a unique identifying number that is used in recording. After a report is generated showing the aambr_rs of unrecorded wo-ds, you can call the system to record all the words. Maintaining Inspect cn Failure Codes The jurisdiction ma; add, rdit, and delete fail -ti -re codes using the Administration tooL When inspection failure codes are add..d, a corresponding recording of the description must be made for VoieePermits to play t) callers. Checking Current System Status The IVR monitor window displays the s;::rus of the IVR system. All lines are displayed with their status and what (if any) actions ate taking place during the ealL Spanish Lan- guage Recording W Since callers can choose to hear prompts in Spanish or English, all prompts must be c cord d in Spanish in the same manr:.er as they are in English. When callers hear the status of their plan review each step in the process is spoken with its status. Using the Administration tool, you can enter the code for each step. With the plan review codes updated, VoiuPem is will speak the correct steps in the plan review process and their respective results. The following tasks only apply to the administration of DIS. 6/11/03 ® VoicePermits 5 of 10 03- 837 confidential Adding a Fax 5 Adding a fazing action gives the end-user the choice to have a specific static document faxed to a number the? enter. Adrlirg a fazing action ei instructions to DIS which document to "ZX MY! .4 wu:6 I—Cy to c_ei is choie•_ Adding a Message " j Adding a message action creates the choice on an existing menu for callers to hear a message. By adding message actions, Administrators can play information that callers frequently request, such as business hours. Adpg.a Transfer WI r'A :g a ac---niP,a : uie OPL:Jm ::"r m;--ts to lianstc:" co 1YCnslir^� !Jy selecting them on a menu. By adding a transfer action, callers can choose the person or department they wish to speak to, without having to remember multiple extensions. PJ Adding a new sub -mem c,;eates a droit. on an existing menu that contains related actions or menus. Sub menus create a new tier of choices that are either actions or other sub -menus. Addir-g a new sub -menu groups related actions, such ::s creating -3 meta for an entire department Editing a Cwicp We Over time the information n: menu items may change, editing a menu or an action changes pre-existing items without having to delete and5eate new ones. By diting a menu or an action, Administrarors will be able to update DIS efficiently. Deleting a Choice i As information changes, it will be useful to remove certain actions or menus, Administrators can remove unneeded menus and actions by deleting them. 4; ioyinaa hoio; To adjust the menu choices for callers the Administrator can move terrain items from one menu to another. Moving a menu or action prevents extra adding and deleting when the Administrator adjusts the callers menu options. Adding a Shortcut Shortcuts can be created for frequent end-users to navigate immediately to their menu, or action. When the Administrator adds a shortcut, the end-user has a brief multiple digit code for directly accessing items. 6/11/03 1 VoicePermits 6 of 10 03- 837 confidential IMPLEMENTATION PROCESS This section gives a general overview of the implementation process. For a more detailed explanation of the implementation process see the Project Coordinator. P r elle ct, I E� fit q Qi; f f. [• A alt- � �[ 4 d E s A � ,'^w a �r E7 Establish Implementation Timetable The Project Coordinator will provide the jurisdiction with an implementation questionnaire. The questionnaire will be used to better understand the jurisdiction's functional needs as well as provide information for the drafting of an initial call flow diagram representing the IVR system menus and logic. As the call flow design progresses, theProject Coordinator will work with the jurisdiction to create an implementation timetable. Provision of Customer Data As the software is designed for your jurisdiction, certain pieces of information will be useful to create a precisely integrated fit. The jurisdiction will need to provide the files specified. See `gurisdiction Specific Information" on page 7. Call Flow Dey,,iaom The Project Coordinator will work with the Jurisdiction to complete the call flow design. Soft -,-ay. development cannot begin until the call flow design is completed aad verified by the jurisffiction. An initial men;t for DIS will be designed with the help of the Project Coordinator for testing and tratntng purposes. I/ oicePevrmitslmSeryer Preparation -� The Val aPeanits host computer will be delivered with the following software configured for your jurisdiction. Microsoft Windows 20004D Server • Remote access software • Microsoft S(:)I Server 2000 • VoluFermi., s.J plieatiuu soft.: pct • Dynamic Information System software • SmartFAX software Confirmation of Pre -Install Tasks The Project Coordinator will provide you with a pre -installation checklist. At the completion of the checklist, the Project Coordinator will schedule the on-site installation. The Installation Specialist will provide two days of installation and training for VorasPerraitr IVR 6/11/03 VoicePermits 7 of 10 03 837 confidential System Installation An Installation Specialist will install the Veicshrmi& server. The Installation Specialist will perform any configuration required, and will nest the system installation. The customer bould have- telephony and netwo-k s _Z on stand-by to assist the installation specialist i.f nealc,d. Ralnma Training for the Administrator will beprovided by the Installation Specialist as planned in the Implementation Timetable. Training wilt also be provided for how to instruct inspectors on use of the system. Voice prompt recording training will also be provided. Documentation An Administration Guide will be delivered with the on-site installation. Additionally, ome'-;tVWC V4s;uns or :.1C YiLai_ j'ti.,I be snit tC: trait request. The jurisdiction will have 30 calendar days after an on-site installation to verify the functionality of the Voicthr mirr system. After the 30 -day system acceptance period the System Acceptance Sign -off form must be sent to the Project Coordinator. The end of the 30 -day system acceptance period marks the beginning of the one-year warranty. C2 6/11/03 1 VoicePermits 6 of 10 03- 837 confidential USTOMER RES PONSIII ILITIE S This section outlines the software, hardware, and tasks that are not included with the VoraPernritc IVR system, but must be acquired or performed for the implementation m be suce.es5ful Database Access The VoicePermits server must have access to the host database and must be allowed access as a user on the database. The jurisdiction will need to provide a license for the VoicePermits host computer. The jurisdiction must purchase the application programming interface (API). Network Access The V.r*aPvwifs host computer must have network access via a 10/100 connection and a fixed IP address. Remote Access Remote access to the VoicsPmrnr tr host computer should be provided to Solectron staff for development and technical support. There are multiple options for how to setup rrmote access—The Project Coordinator will help the jurisdiction choose a solution that best fits the situation. Phone lines One analog phone line per port must be provided and installed by the jurisdiction. In order to ensure that incoming calls for a single number are quickly directed to the open phone lines, the phone linos must be part of a Hunt group. Prompts and Responses To =ble the jurisdiction control over the tone and stylE'of prompts and responses, it is the responsibility of the jurisdiction to record all of the IVR's prompts and responses. Training will be provided during installation on how to record prompts and responses. ,Jurisdiction Specific Information The following information is to be provided by the jurisdiction to create a precisely integrated product. For further clarification on the format and detail of the following data Intact vo»r Project Coordinator. Street names • Failure codes and descriptions • Inspection Result Codes and description • Permit Status Codes • Permit Types • Inspection Types and description • Validations used for scheduling an inspection • Observed holidays • Extensions used for the transfer function • Permit numbering scheme 6/11/03 ® VoicePermits 9of10 03- 837 confidential Spanish Langu= Translation of prompts from English to Spanish is the responsibility of the customer Dates, numbers, ordinals, currencies, letters, and numerals do not need to be recorded by the customer 6/11/03 1 Voicepermits 10 of 10 03- 837 Selectron Technologies, Inc. Support and Maintenance Agreement This Support and Maintenance Agreement (this "Agreement") is entered into as of the Acceptance Date between -r+ Term-nlogieS, Inc. Ciin ;; ny) and thr+ (:itv of ^4; m' Plorida !"( i tstome"'). 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 issuance of the Third Invoice (as that term is defined in the Professional Services Agreement, Ex. A) of the Company product(s) to which this i<u1-.,rw„i ,dates (tns-- i. uo-u the last day of the twelfth month following the month of the Acceptance Date. A list of the Products is attached as Exhibit A. b) If this Agreement is entered into after the Acceptarcp Date, the Customer will be charged for the entre Term commencing on the Acceptance Date. Renewal: r a) The Term of this Agreement will automatically renew for successive terms of one year each unless either party gives written nu. ce of nuo-renewal prior to thirty (30) days before the end of the then -current term. b) The CusN,)mer shall maintain continuous coverage of its support contracts in order to be eligible for telephone support, and other services provided hereunder. If this Agreement is not renewed and the Customer later decides to reinstate support services, the Customer must pay all fees that would otherwise have beer, pnid had this Agreement been renewed wttnout 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. Revised 1/02 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: ::;.�:; .;: m,�•iifiFd ��d'�:�src ..^� perFc�,-.,:.d Company. b) Errors caused the Customer's negligence, or other causes beyond Company's reasonable control. c) Version Upgrades of Third Party Software not provided by Company. d) Enhancements or modifications to current versions performed at the Customer's request and not intended to resolve a product failure. Company Software Developers will directly handle the Customer issues outlined in the following levels of support. 6. Support and Maintenance: Standard Support The fee for Standard Support includes: a. Telephone Support for installation and general use questions during normal business hours (8:30 a.m. to 5:30 p.m. CST, Monday through Friday). b. On -Line technical diagnostic support Software correction upgrarle Use of Company's Tnll Pro ,vu ba, e. 1 business day relief goal Premier Support OVRAWR only) The fee for Premier Support includes: a. Telephone Support for installation and general use questions during normal business hours (7:00 a.m. to 5:00 p.m. PST, 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 Non -emergency calls made after normal business hours will be billed at an hourly rate of 1.5 times the o3-- 837 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 or replacement 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, in Company's reasonable discretion, 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 bi-, res.nonded to within one business day. however moat colli a :' handled °n:'hir twc, Or receipt. For Premier Support during nonbusiness 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 alis :i!I be directed to support personnel, and will be responded to the next business day. 10. Customer Contacts: Thn<; , cust.;mar support contacts are allowed. Avditional contacts may be added at any time for an additional $500.00 per contact. Only Customer's customer support contacts tray contact Company for support services. Customer's customer support contacts are as set forth on Exhibit A. Customer may change its cu<:tomer support contacts upon 30 days written notice to Company. 11. Warranty Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS AND SERVICES PROVIDED FEREUNDER ARE PROVIDED TO CUSTOMER "AS AND COMPANY AND 1— ; c' DISCLAIM ALL 0THER 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 Revised 1/02 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 THREE (3) TIMES THE AMOUNT OF FEES PAID TO COMPANY HEREUNDER. ,iv _. •�:Kft.) LER=^ sETHAT . HE FEES REFLECT THE ALLOT ATION OF RISK SET FORTE; 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 c :.•)lis« sr: , bu a I-, idta etund r•,r 0,u i „r ("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 amostnts 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 au ompisrh the objectives of SL-,il 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 wi!I ruma!n in eff: �!! 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 awoc;) vlsi; nr)• �e considered a breach of this Agreesrleiii ii such doiay is L;,tuseu by e, 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. Applicable 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 03- 837 Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in the federal or state court located in Dade County, Florida and each party irrevocably submits to the jurisdiction and venue of any such courts in any such action or proceeding. 18. Attu:,.jy's 1. the Ove„ o,. !gaY;on 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 Selectron Technologies, Inc. By: To A. JohnaWn ii Signed: Title: President Date: v(� ca t d3 Address: i 10� SVV Tech Center Drive, Suite 140 Portland, OR 97223 Revised 1/02 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 :ezL��••nu ui :'y ;gin -10cument :iigiied 6v parties. The terms on any purchase order or similar document submitted by Customer to Company will have no effect. Customer By: Signed: Title: Date: ,A !dress: Approved -as to form and correctness; Alejandro Vilarello City Attorney Approved for insurance requiremnets. Diane Ericson Risk Management Administrator 03- 837 EXHIBIT A Pricing Support Level: ❑ Standard ® Premier Ettective Datk�3: i2 -Month WG ianty begins 3i1-days:?-'iBrco " -non ci m-sitE? ii►st3lia-uun Annual Cost: Warranty included in Professional Services Agreement Products and Licenses Workstation (Summary): Intel Pentium 4 2Ghz Microsoft Windows 2000 Server 768 MB RAM, 40 GB hard drive Microsoft SQL Server CD RUM, 651<1.Iaoe:n, Ne W'.).K —dr0 o.Aj;-.". ,s Software RAID I 24 -Port Voice Card 4 Port Fax 12 Port voice Licenses Basic Modules (including): Schedule an Inspection Speak Site Address Cancel an Inspection Permit Based Messaying Obtain Inspection Results VP Reporting Module Post !nspection Resuits Dynamic Information System - Up to 100 Messages and fax documents combined lrspection Results & History (Fax) Inspection Failure Codes Plan Review Status (Spoken & Fax) SmartFAX (4) port licensing Spanish Language Custom Interface to Unisys System Customer 6upport Contacts Company Name: Address: City: Contact: Contact: Contact: Group Email for all three contacts: Revised 1/02 State: Zip: Email Telephone: Email Telephone: Email Telephone: 03- 837 SELECTRON TECHNOLOGIES, INC. SOFTWARE LICENSE AGREEMENT This Selectron Technologies, Inc. ("Company") Software License Agreement ("SLA") is a legal dgiaeroP li beiweeri iI;E . ity of Mi_.ri F`c•,; ja. ("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 of this SLA. 1. GRANT OF LICENSE. Subject to the terms of this SLA. Company grants to Customer, as the oily end-user, a non-excl.-Asive. ncn- 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 Softwar;; roay not be used in connection with any software not acquired from Companfi specifically for use with the Software. 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, ar3d Ctis?ssembly. CustCn--,�mr ma.., ;a.rer�-p .ngineei, decumpile, 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 1/02 3. COPYRIGHT. The Software is licensed, not sold. Title and copyrights in and to the Software !including ani' ima,,>ef. photographs, animations, videa, 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) the Sot,Narc tc a sing:- ',_sd dis': p •� d 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. 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 ma; use onl; 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. 5. 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 no' Company and all its srlppliprs not liab?c fV_91d:,y claims arising out of Custor-.6r'j %iufatkf,, c' su6i 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 Third Invoice, as that term is defined in the Professional Services Agreement, Ex. A. 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 03- 837 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 ­^ scnow.or CuDoUiiie•, s purticu;co i`i. Fds. 1`4u t;..lplpyc'n agent, dealer or distributor of Company's is authorized to modify this limited warranty, or make any additional warranties. 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) return of the price paid for the Software, or (b) replacement of tha Software. ThP foregoing warranty is vuil if failure of C.e Software resulis i,. -,m acciu?!v 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. i0 THE MAXIMUM EXTENT PERM!TTc D RY APPLICABLE LAW, IN NO EVENT VOLL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAI. 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 THREE (3) TIMES 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 R :: rG !HIS =SLA WITHOUT THESE LIMITATIONS ON ITS LIH;,3ILITY. 8. NETWORK SECURITY DISCLAIMER 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 management systems, web servers, and payment processing services. Customer is solely responsible for ensuring a secure network environment. 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 p'OYI(jt'ti ti?rt UIUiY E' ri'Igi(lrttei sUtuirirt"o ii�fi as 'r!F'N 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 responsible to ensuing a secure neiwon,-ilviiunnien, 9. U.S. GOVERNMENT END USERS. 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 (ii) 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. SUPPORT AND MAINTENANCE. Customer may purchase Support and Maintenance by entering into a separate Support and Maintenance Agreement. 11. GOVERNING LAW. This SLA -will be governed by the laws of the State of Flo-ida. !'he United Natio;,., Conv;otior. vn Co:—arts 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 Dade County, Florida and each party irrevocably submits to the jurisdiction and venue of any such courts in any such action or proceeding. 12. TERM AND TERMINATION. This SLA shall continue indefinitely, unless terminated earlier in accordance with this Section 11. 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 Revised 1102 03— 8 37 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 beicng to pomp, n; aria i Y •ring available to 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. 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. Company: Selectron Technologies, Inc. By: Todd 4.Johnston _ Signed:_ _ Title: President _ Date: 1 (1 o 1 u3 Address: 7405 SW Tech Center Drive, Suite 140 By: c;gr Title Portland, Oregon 97223 _ 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 notwit-rst«4nding the unenforceability of any prn0sion in Section 6. Entire Agreement. This SLA 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 tc Comr ar;: will ha`.- rvi effect. 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.selectrontechnolgies.com. Customer: By: Signed: Title: Date: Address: Approved as i.0 form and correctness; Alejandro Vilarello City Attorney Approved for insurance requirements. Diane Ericson Risk Management Administrator Revised 1102 03- 837 TO: The Honorable or and bers of e City ommissi Com"' FROM: Administrator CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM CA -5 DATE: JUL 16 20M FILE: SUBJECT: Upgrade/Maintenance Agreement: Selectron Technologies, Inc. REFERENCES: ENCLOSURES: RECOWMNDATION It is respectfully requested that you approve the attached Resolution to enter into an agreement with Selectron Technologies, Inc. to provide required upgrade and maintenance support for the proprietary software applications used by the Interactive Voice Response System (IVRS) in the Building Department. Only Selectron Technologies, Inc. can provide the upgrade and maintenance to its own system. Tho.proposed cost is not to exceed $87,800' , including (1) year maintenance, plus the option to extend maintenance for an additional four (4) year period at a cost not to exceed 10% of the cost of maintenance in the prior year. Funding is available from Project No. 421001.560302.6.340 ($13,000) and the IT CIP Project 311616 ($50,000). BACKGROUND The Building Department had, for years, experienced a problem in providing adequate telephone service to the community and the construction industry. In 1998, the Building Department hired Selectron to create an Interactive Voice Response System to meJ this need. We have found that since that time, the Selectron's Interactive Voice Response System (IVRS) has been an effective way of providing this 24-hour service to the community. The Department receives over two hundred (200) requests for inspections per day, not to mention requests for inspection results, plans review results, Certificate of Use inspections, and a variety of other permitting questions by telephone and by walk-in customers. The NRS system allows customers to receive most of these services by telephone, any time of the day or night (seven days a week), by simply entering a permit or plan number. This gives our clerical staff the time to properly answer other calls and meet the demand for service by the industry and the community. It also has reduced the number of complaints received. The City of Miami has experienced the need for technology in order to improve customer service via the telephone. Since the installation of the system in 1998, we have seen a great improvement in the number of requests we are now able to process and seen a decrease in complaints from customers. We are very pleased with the services from Selectron, Inc., the entire system and its support. 03- 837 Page 2 Our maintenance agreement expires in December, 2003. Selectron, Inc. will not be able to further support the system and keep it operational without this required upgrade. Without this enhancement and support, our service may not be available twenty-four hours a day, seven days a week. The system is comprised of proprietary software specifically customized for the City of Miami and, therefore, can only be maintained by them. Funds are available from our Account No. 421001.560302.6.340 ($13,000) and IT CIP Project #311616 ($50,000) . FISCAL EWPACT: $63,000. JVJC�L 4 03- 837 Budgetary Impact Analysis Department Building Division: Administration Commission Meeting Date: July 24, 2003 Title and brief description of legislation or attached ordinance/resolution: See attached 1. Is this item related to revenue? No ❑ Yes ® Revenue Source: 2. Is this item an expenditure? No ❑ Yes ® Amount: General Fund Account No: 421001.560302.6.340 ($13,000) Special Revenue Fund Account No: CIP Project No: 311616 ($50.000) 3. Are there sufficient funds in Line Item? No: ❑ Yes: Sufficient funds will be transferred from the followine line items: ACTION ACCOUNT NUMBER , TOTAL From $ From $ To $ To $ 4. Is this item funded by Homeland Defense/Neiehborhood Imnrovement Bonds? No IRI Yes M Project Name Total Bond 1" Series Tol Allocations/ Balance Dollars Spent Allocation Appropriation Encumbrances to Date Comments: C Approved by: g Wye I"" G 61a3/b 3 Department Director esIYate APPROVALS Verified by CIP: Budgetin & Date: J30/t, Date: (�p 03- 837 AGENDA BRIEFING FORM Agenda Date: 7/24/03 Item No: Department Contact Name/Number: Staff Meeting Date: Department/Division: Building Rosa Brown 416-1104 Agenda Office Received: June 27, 2003 Summary/Description of Purchase: Upgrade/Maintenance Agreement for the Interactive Voice Response System Proprietary Maint No. Description: 02-03-186 The Department of Building has a need to upgrade the current Interactive Voice Response System that provides 24-hour Services, by phone, for the community and the construction industry by entering a permit or plan number. Type of Item: ® Resolution ❑ Ordinance ❑ Sole Source ❑ Emergency Ratification ❑ Public Hearing Item Contract Period 1 year :z Source of Item: Recommended Vendor(s) Selectron Technologies, Inc. ❑ Commission Directive ❑ Normal Purchase ® Contract Item Discussion Item OTR: 4 years (at a cost not to exceed 10% of the cost of maintenance in the prior year No. of Bidders Notified/MWBE Status: No. of Bids Receive/MWBE Status: Award/Contract Value N/A N/A $87,800 $87,800 Total Value of Award/Contract (including value associated with potential OTR): 03- 837 AQWWgkeftM se im tocnnolo9lss, one. June 5, 2003 Rosie Brown City of Miami 444 SW 2nd Ave, 4th Floor Miami, FL Z 33130 To Whom It May Concern Selectron Technologies appreciates the opportunity to provide you an upgrade of your existing Selectron Voice&rmitslmsystem. Upgrading from your current version of VoicePermits to the latest version of VoicePermits is only available from Selectron. The knowledge obtained and interface software developed from implementing VoicePermits in 1998, to your Unisys mainframe is proprietary and unique from Selectron. Selectron provides a turnkey solution, which includes a 12 -month warranty. Selectron will be solely responsible for all support and maintenance of the system during the warranty and extended maintenance. Support and maintenance services are only available from Selectron. Please contact me should you have any question regarding the content of this letter Best regards, .,, A. , President' information contained herein is proprietary and confidential and may not be disclosed, reproduced or distributed in whole or in part Q s� r� without prior written permission of an officer or Selection Technologies, Inc. 03- 8 .7 AWARD PROPRIETARY MAINTENANCE 02-03-186 ITEM: DEPARTMENT: TYPE OF PURCHASE: Upgrade/Maintenance Agreement Building Contract REASON: The Department of Building has a need to upgrade the current Interactive Voice Response System (IVRS) to continue effectively providing a 24-hour service to the community and the construction industry that allows customers to receive services by phone by entering a permit or plan number. RECOMMENDATION: It is recommended that the Department of Building be authorized to secure the Proprietary Maintenance services of Selectron Technologies, Inc., to provide upgrade and maintenance support for the proprietary software applications, for a proposed cost in an amount not to exceed $87,800 including one (1) year maintenance, plus the option to extend maintenance for an additional four (4) year period at a cost not to exceed 10% of the cost of maintenance in the prior year. Funds are allocated from Project No. 421001.560302.6.340 and IT CIP Project 311616. Glenrcos Directo of Purchasing �5 b3 Date AwwOmprietaryMaintenance 03- 83.