Okaloosa County BOCC — November 18, 2014 — SELECTRON TECHNOLOGIES — reading text

Selectron TECHNOLOGIES, INC. 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 Okaloosa County, Florida (“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 issuance of the Second Invoice (as that term is defined in the Professional Services Agreement, Exhibit A) of the Company product(s) to which this Agreement relates (the Products"), and shall end on the last day of the twelfth month. A list of the Products is attached as Exhibit A. b) If this Agreement is entered into after the commencement of the Service Date or subsequent support periods, the Customer will be charged for the entire Term beginning on the Service Date. 2. Renewal: a) The Term of this Agreement will automatically renew for successive terms of one year each unless either party gives written notice of non-renewal prior to thirty (30) days before the end of the then-current term. b) The Customer shall maintain continuous coverage of its support contracts in order to be eligible for telephone support, and other services provided hereunder. 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 been paid had _ this Agreement been renewed without interruption. 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 1/07 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: a) Altered or modified Software not performed by Company. b) Errors caused by the Customer’s negligence, or other causes beyond Company’s reasonable control. c) Version Upgrades of Host or backend database software. d) Direct support for the required Application Program Interface either purchased or procured as part of the integrated solution. e) Enhancements, replacements, or modifications to current versions performed at the Customer’s request and not intended to resolve a product failure. f) Services, support, and configuration of passive fail- over server (unless expressly purchased and listed in Exhibit A). These professional services may be provided based on current published rates for Time and Material or fixed bid quote. Customers with Support Agreements in which all fees are current receive preferred rates for both standard and after hours professional services. Company will directly handle the Customer issues outlined in the following levels of support. 6. Support and Maintenance: The fee for PremierPro Support includes: a. Telephone Support for general use questions during normal business hours (6:00 a.m. to 5:00 p.m. Pacific Time, Monday through Friday). b. Use of Company’s Toll Free Number c. On-Line technical diagnostic support _d. Software correction upgrades _ e. 1 business day relief goal f. 24 Hours, 7 days per week, 365 days per year support for emergency inoperable) calls g. Development work necessary to support standard updates to your Host database (i.e. land management software, utility billing (system down or software, etc...) and back-end database. This requires two (2} weeks notice prior to planned system upgrade in order to accommodate scheduling of resources. Please contact support@STlgov.com to schedule, h. Quarterly Proactive System Review. Selectron will perform the following system diagnostics and create a history file and notify the primary Customer contact with the results of these actions: 1. Assess the current machine resources including memory, processor, and disk- space utilization 2. Examine log files including error logs to identify any anomalous entries 3. Apply current validated software updates to the operating system, device drivers, and database server software. 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. 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 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 Revised 1/07 Exhibit A. Customer may change its customer 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 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, [MPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. This limitation on liability is made regardless of whether Company knows or had a reason to know of Customer's particular needs. No employee, agent, dealer or distributor of Company is authorized to modify this limited warranty, or make any additional warranties. 12. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT. COMPANY'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AMOUNT OF FEES PAID TO COMPANY HEREUNDER. CUSTOMER ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. 13. Customer Remedies: 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 42 and 13 will remain in effect notwithstanding the unenforceability of any provision in Section 11. 15. Force Majeure: Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 16. Independent Contractors: The relationship between Customer and Company is that of an independent contractor, and neither party is an agent or partner of the other. Customer or Company will not have, and will not represent to any third party that it has, any authority to act on behalf of either party, 17. Governing Law and Venue: This Agreement will be governed by the laws of the State of Florida. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in the federal or state court located in Okaloosa County, Florida. Revised 1/07 18, Attorney's Fees: In the event of litigation between Customer and Company concerning this Agreement, the prevailing party in the litigation shall be entitled to recover attorneys’ fees and expenses from the losing party. 19. Survival. Sections 11, 12, 13, 14, 16, 17, 18, 19 and 20 will survive expiration or termination of this Agreement 20. Entire Agreement: This Agreement and the attached Addendum, which are incorporated herein by reference, constitute the entire agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. The terms on any purchase order or similar document submitted by Customer to Company will have no effect. In Witness Whereof, the parties have caused this Professional Services Agreement to be executed by their duly authorized representative. Selectron Technologies, Inc. Customer: By: Todd ANohnston --—~. By: cl een Signed: 7 Signed: Title: President Title: Date: i ¢ lz [ Date: Address: 12323 SW 66th Avenue Address: Portland, OR 97223 Revised 1/07 Pricing Extended Maintenance Estimate: EXHIBIT A Item Dates Covered Amount Payment Due Date VoicePermits System October 1, 2014 through $8,501.00 | September 15, 2014 September 30, 2015 VoicePermits System October 1, 2015 through $8,926.00 | September 15, 2015 September 30, 2016 VoicePermits System October 1, 2016 through $9,375.00 | September 15, 2016 September 30, 2017 VoicePermits System October 1, 2017 through $9,840.00 | September 15, 2017 September 30, 2018 VoicePermits System October 1, 2018 through $10,330.00 | September 15, 2018 September 30, 2019 Notes: e