HomeMy WebLinkAboutReso 2017-137RESOLUTION NO. 2017-137
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN AGREEMENT TO PROVIDE
SOFTWARE UPGRADE, LICENSING, SUPPORT, AND
MAINTENANCE SERVICES BETWEEN THE CITY AND
SELECTRON TECHNOLOGIES, INC., AND APPROPRIATING
FUNDS THEREFOR
WHEREAS, the City previously contracted with Selectron Technologies, Inc.,
("Consultant") to offer integrated voice response (IVR) services, providing customers convenient
access to permit inspection management and information through their phones; and
WHEREAS, Consultant's IVR services were fully integrated with the City's permit
software, Permits Plus; and
WHEREAS, when the City upgraded from Permits Plus to Accela Automation the IVR
program was discontinued, resulting in customer complaints and inefficiency; and
WHEREAS, restoring the IVR service will enhance customer service and increase staff
efficiency; and
WHEREAS, in addition to restoring the IVR services previously offered, the City wishes
to offer automatic outbound text and email notifications to customers regarding their permit
status and improve efficiency in scheduling and managing inspections; and
WHEREAS, Consultant is offering an upgrade to the City's previous Selectron IVR
system, which is comprised of proprietary software specifically tailored to provide services for
the City's Development Services Department, and which cannot be upgraded by another party,
resulting in .unique compatibility requirements; and
WHEREAS, Consultant is the Accela Automation preferred partner for IVR solutions,
resulting in unique performance capabilities; and
WHEREAS, Consultant offers a uniquely proprietary product, preferred for integration
with the City's permit processing software, resulting in unique compatibility requirements and
unique performance capabilities and therefore a formal solicitation of proposed services would
not be productive; and
WHEREAS, pursuant to Chula Vista Municipal Code (CVMC) Section 2.56.070(B)(4)
and the above facts, the Purchasing Agent has determined Consultant is uniquely qualified to
serve as the Consultant for this project that the proposal shall not be subject to competitive
bidding requirements; and
Resolution No. 2017-137
Page No. 2
WHEREAS, the Consultant warrants and represents that they are experienced and staffed
in a manner such that they are and can prepare and deliver the services required of Consultant to
City within the timeframes herein provided all in accordance with the terms and conditions of the
subject agreement, a copy of which is on file in the City Clerk's Office.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula
Vista, that it approves the agreement to provide software upgrade, licensing, support, and
maintenance services, between the City and Selectron Technologies, Inc., in the form presented
in Exhibit 1, with such minor modifications as may be required or approved by the City
Attorney, a copy of which shall be kept on file in the Office of the City Clerk and authorizes and
directs the Mayor to execute the same.
BE IT FURTHER RESOLVED by the City Council of the City of Chula Vista, that it
appropriates funds therefor.
Presented by
Kelly G. Broughton, FASLA
Director of Development Services
Approved as to form by
en R. Googins,
Ci Attorne
Resolution No. 2017-13 7
Page No. 3
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 11th day of July 2017 by the following vote:
AYES: Councilmembers: Diaz, McCann, Padilla, and Salas
NAYS: Councilmembers: None
ABSENT: Councilmembers: Aguilar
Mary las, Mayor.
ATTEST:
"-�7'
Kerry K. BM Blow, NWC, Acting City Clerk
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
CITY OF CHULA VISTA
I, Kerry K. Bigelow, Acting City Clerk of Chula Vista, California, do hereby certify that the
foregoing Resolution No. 2017-137 was duly passed, approved, and adopted by the City Council
at a regular meeting of the Chula Vista City Council held on the 11th day of July 2017.
Executed this 11 th day of July 2017.
/&Zw" -(,--7-�
Kerry K. Bjglow,M4, Acting City Clerk
Resolution No. 2017-137
Page No. 4
EXHIBIT 1
CITY OF CHULA VISTA
CONSULTANT SERVICES AGREEMENT
WITH SELECTRON TECHNOLOGIES, INC.
TO PROVIDE SOFTWARE UPGRADE, LICENSING, SUPPORT, AND MAINTENANCE SERVICES
This Agreement is entered into effective as of July 11, 2017 ("Effective Date") by and between the City of
Chula, Vista, a chartered municipal corporation ("City") and SELECTRON TECHNOLOGIES, INC., an
Oregon Corporation ("Consultant") (collectively, the "Parties" and, individually, a "Party") with reference to
the following facts:
RECITALS
WHEREAS, City requires interactive voice response (IVR), dynamic outbound notification messaging,
and field inspection management solutions that integrate with the City's permitting software; and
WHEREAS, in order to procure these services, -Consultant .was- chosen -based on Consultant's unique
qualifications,. -including -status-as -previous provider of IVR services to City and preferred partner status with
City's permitting software; on this basis, Consultant was awarded the contract on a "sole source" basis under
the authority of Chula Vista Municipal Code Section 2.56.090.B.3; and
WHEREAS, Consultant warrants and represents that it is experienced and staffed in a manner such that
it can deliver the services required of Consultant to City in accordance with the time frames and the terms and
conditions of this Agreement.
[End of Recitals. Next Page Starts Obligatory Provisions.]
1 I City of Chula Vista Agreement No.: 17052
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 5
OBLIGATORY PROVISIONS
NOW, THEREFORE, in consideration of the above recitals; the covenants contained herein; and other
good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, City and
Consultant hereby agree as follows:
1. SERVICES
1.1 Required Services. Consultant agrees to perform the services, and deliver to City the "Deliverables"
(if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the
time frames set forth therein; time being of the essence for this Agreement. The services and/or Deliverables
described in Exhibit A shall be referred to herein as the "Required Services."
1.2 Reductions in Scope of Work. City may independently, or upon request from Consultant; from time
to time; reduce the Required Services to be performed by the Consultant under this Agreement. Upon doing
so, City and Consultant agree to meet and -_confer in good faith for -the---purpose of -negotiating- a
corresponding reduction in the compensation=associated-with the reduction_.
1.3 Additional Services. Subject to compliance with the City's Charter, codes, policies, procedures and
ordinances governing procurement and purchasing authority, City may request Consultant provide
additional services related to the Required Services ("Additional Services"). If so, City and Consultant
agree to meet and confer in good faith for the purpose of negotiating an amendment to Exhibit A, to add the
Additional Services. Unless otherwise agreed, compensation for the Additional Services shall be charged
and paid consistent with the rates and terms already provided therein. Once added to Exhibit A, "Additional
Services" shall also become "Required Services" for purposes of this Agreement.
1.4 Standard of Care. Consultant expressly warrants and agrees that any and all Required Services
hereunder shall be performed in accordance with the highest standard of care exercised by members of the
profession currently practicing under similar conditions and in similar locations.
1.5 No Waiver of Standard of Care. Where approval by City is required, it is understood to be
conceptual approval only and does not relieve the Consultant of responsibility for complying with all laws,
codes, industry standards, and liability for damages caused by negligent acts,_ -errors, omissions,
noncompliance with industry -standards, or the willful misconduct of the Consultant or its subcontractors.
1.6 Securitv for Performance. In the event that Exhibit A Section 4 indicates the need -for -Consultant to
provide additional security for performance of its duties under this Agreement, Consultant shall provide
such additional security prior to commencement of its Required Services in the form and on the terms
prescribed on Exhibit A. or as otherwise prescribed by the City Attorney.
1.7 Compliance with Laws. In its performance of the Required Services, Consultant shall comply with
any and all applicable federal, state and local laws. including the Chula Vista Municipal Code.
1.8 Business License. Prior to commencement of work. Consultant shall obtain a business license from
City.
1.9 Subcontractors. Prior to commencement of any work, Consultant shall submit for City's information
and approval a list of any and all subcontractors to be used by Consultant in the performance of the
Required Services. Consultant agrees to take appropriate measures necessary to ensure that all
2 1 City of Chula Vista, Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 6
subcontractors and personnel utilized by the Consultant to complete its obligations under this Agreement
comply with all applicable laws, regulations, ordinances, and policies, whether federal, state, or local. In
addition, if any subcontractor is expected to fulfill any responsibilities of the Consultant under this
Agreement, Consultant shall ensure that each and every subcontractor carries out the Consultant's
responsibilities as set forth in this Agreement.
1.10 Term. This Agreement shall commence on the earlier to occur of the Effective Date or Consultant's
commencement of the Required Services hereunder, and shall terminate when the Parties have complied
with all their obligations hereunder; provided, however, provisions which expressly survive termination
shall remain in effect.
2. COMPENSATION
2.1 General. For satisfactory performance of the Required Services, City agrees to compensate
Consultant in the amount(s) and on the terms set forth -in -Exhibit A, =Section -4. Standard -terms for billing
and payment -are -set forth in -this Section 2.
2.2 Detailed Invoicing. Consultant agrees to provide City with a detailed invoice for services performed
each month, within thirty (30) days of the end of the month in which the services were performed, unless
otherwise specified in Exhibit A. Invoicing shall begin on the first of the month following the Effective
Date of the Agreement. All charges must be presented in a line item format with each task separately
explained in reasonable detail. Each invoice shall include the current monthly amount being billed, the
amount invoiced to date, and the remaining amount available under any approved budget. Consultant must
obtain prior written authorization from City for any fees or expenses that exceed the estimated budget.
2.3 Payment to Consultant. Upon receipt of a properly prepared invoice and confirmation that the
Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for
the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and
conditions set forth in Exhibit A and section 2.4, below.
2.4 Reimbursement of Costs. City may reimburse Consultant's out-of-pocket costs incurred by
Consultant in the performance of the Required Services if negotiated in advance and included in Exhibit A.
Unless specifically provided in Exhibit A, Consultant shall be responsible for any and all out-of-pocket
costs incurred by Consultant in the performance of the Required -Services.
2.5 Exclusions. City shall -not be responsible -for payment to Consultant for any fees or -costs in excess
of any agreed upon budget, rate or other maximum amount(s) provided for in Exhibit A. City shall also not
be responsible for any cost: (a) incurred prior to the Effective Date; or (b) arising out of or related to the
errors, omissions, negligence or acts of willful misconduct of Consultant, its agents, employees, or
subcontractors.
2.6 Payment Not Final Approval. Consultant understands and agrees that payment to the Consultant or
reimbursement for any Consultant costs related to the performance of Required Services does not constitute
a City final decision regarding whether such payment or cost reimbursement is allowable and eligible for
payment under this Agreement; nor does it constitute a waiver of any violation by Consultant of the terns of
this Agreement.
3 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 7
3. INSURANCE
3.1 Required Insurance. Consultant must procure and maintain; during the period of performance of
Required Services under this Agreement, and for twelve months after completion of Required Services; the
policies of insurance described on the attached Exhibit B, incorporated into the Agreement by this reference
(the "Required Insurance"). The Required Insurance shall also comply with all other terms of this Section.
32 Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions relating to the
Required Insurance must be disclosed to and approved by City in advance of the commencement of work.
3.3 Standards for Insurers. Required Insurance must be placed with licensed insurers admitted to
transact business in the State of California with a current A.M. Best's rating of A V or better, or, if
insurance is placed with a surplus lines insurer; insurer must be listed on the State of California List of
Eligible Surplus Lines Insurers (LESLI) with a current A.M. Best's rating of no less than A X. For
Workers' Compensation Insurance, insurance issued by the State Compensation Fund -is also acceptable.
3.4 Subcontractors. Consultant must include all sub-consultants/sub-contractors--as-insureds--under its
policies and/or furnish separate certificates and endorsements demonstrating separate coverage for those not
under its policies. Any separate coverage for sub -consultants must also comply with the terms of this
Agreement.
3.5 Additional Insureds. City, its officers, officials; employees; agents, and volunteers must be named as
additional insureds with respect to any policy of general liability; automobile, or pollution insurance
specified as required in Exhibit B or as may otherwise be specified by City's Risk Manager.. The general
liability additional insured_ coverage must be provided in the form of an endorsement to the Consultant's
insurance using ISO CG 2010 (11/85) or its equivalent; such endorsement must not exclude
Products/Completed Operations coverage.
3.6 General Liability Coverage to be "Primary." Consultant's general liability coverage must be primary
insurance as it pertains to the City, its officers, officials, employees, agents, and volunteers. Any insurance
or self-insurance maintained by the City, its officers; officials, employees; or volunteers is wholly separate
from the insurance provided by Consultant and in no way relieves Consultant from its responsibility to
provide insurance.
3.7 No Cancellation. No Required Insurance policy may be canceled -by -either Party during the.required
insured period under this Agreement, except after thirty days' prior written notice -to the City by certified
mail; return receipt requested. Prior to the effective date of any such cancellation Consultant must procure
and put into effect equivalent coverage(s).
3.8 Waiver of Subrogation. Consultant's insurer(s) will provide a Waiver of Subrogation in favor of the
City for each Required Insurance policy under this Agreement. In addition; Consultant waives any right it
may have or may obtain to subrogation for a claim against City.
3.9 Verification of Coverage. Prior to commencement of any work, Consultant shall furnish City with
original certificates of insurance and any amendatory endorsements necessary to demonstrate to City that
Consultant has obtained the Required Insurance in compliance with the terms of this Agreement. The
words "will endeavor' and "but failure to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents, or representatives" or any similar language must be deleted from all
certificates. The required certificates and endorsements should otherwise be on industry standard forms.
4 Cit) of Chula Vista Agreement No.: 17052
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 8
The City reserves the right to require, at any time; complete, certified copies of all required insurance
policies, including endorsements evidencing the coverage required by these specifications.
3.10 Claims Made Policy Requirements. If General Liability, Pollution and/or Asbestos Pollution
Liability and/or Errors & Omissions coverage are required and are provided on a claims -made form, the
following requirements also apply:
a. The "Retro Date" must be shown, and must be before the date of this Agreement or the
beginning of the work required by this Agreement.
b. Insurance must be maintained, and evidence of insurance must be provided, for at least five (5)
years after completion of the work required by this Agreement.
c. If coverage is canceled or non -renewed; and not replaced with another claims -made policy form
with a "Retro Date" prior -to -the- effective-date.of -this -Agreement,-the Consultant must purchase "extended
reporting" coverage for a minimum of five (5) years _after .completion of the work required by -this
Agreement.
d. A copy of the claims reporting requirements must be submitted to the City for review
3.11 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be
construed to limit the Consultant's obligations under this Agreement, including Indemnity.
3.12 Additional Coverage. To the extent that insurance coverage provided by Consultant maintains
higher limits than the minimums appearing in Exhibit B, City requires and shall be entitled to coverage for
higher limits maintained.
4. INDEMNIFICATION
4.1. General. To the maximum extent allowed by law, each Party shall protect, defend, indemnify and
hold harmless the other Party, its elected and appointed officers, agents, employees and volunteers
(collectively, "Indemnified Parties"), from and against any and all claims, demands, causes of action, costs,
expenses, (including. reasonable attorneys' fees and court costs),. liability, loss, damage or injury, in .law or
equity, to property or persons, including wrongful death, in any manner arising out of or incident to any
alleged acts; -omissions, negligence, or willful misconduct of the indemnifying Party, its. officials,. officers,_
employees, agents; and contractors, arising out of or in connection with the performance of the Required
Services, the results of such performance, or this Agreement. This indemnity provision does not include
any claims, damages, liability, costs and expenses arising from the sole negligence or willful misconduct of
the Indemnified Parties. Also covered is liability arising from, connected with, caused by or claimed to be
caused by the active or passive negligent acts or omissions of the Indemnified Parties which may be in
combination with the active or passive negligent acts or omissions of the indemnifying Party, its employees,
agents or officers, or any third party.
4.2. Modified Indemnity Where Agreement Involves Design Professional Services. Notwithstanding the
forgoing, if the services provided under this Agreement are design professional services, as defined by
California Civil Code section 2782.8, as may be amended from time to time, the defense and indemnity
obligation under Section 1, above, shall be limited to the extent required by California Civil Code section
2782.8.
5 1 CiN of Chula VistaAmement No.: 17052
Consuhant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 9
4.3 Costs of Defense and Award. Included in Consultant's obligations under this Section 4 is
Consultant's obligation to defend, at Consultant's ovm cost; expense and risk, any and all suits, actions or
other legal proceedings that may be brought or instituted against one or more of the Indemnified Parties.
Subject to the limitations in this Section 4, Consultant shall pay and satisfy any judgment; award or decree
that may be rendered against one or more of the Indemnified Parties for any and all related legal expenses
and costs incurred by any of them.
4.4. Consultant's Obligations. To the maximum extent permitted by law, in no event will Consultant be
liable for any consequential, indirect, exemplary, punitive, special, or incidental damages, including but not
limited to, any lost data and lost profits, arising from or relating to this Agreement, the Services provided or
contemplated hereunder, and the Hardware and related documentation. Consultant's total cumulative
liability in connection with this Agreement, the Services provided or contemplated hereunder; and the
Hardware and related documentation, whether in contract or tort or otherwise, will not exceed the amount of
Fees actually paid to Consultant hereunder in the twelve- (12-) month period immediately preceding the
action that gave rise to the claim. City acknowledges that the Fees reflect -the allocation of risk -set forth in
this -Agreement --and that Consultant would not enter into this Agreement without these limitations on its
-liability.
4.5 Survival. Consultant's obligations under this Section 4 shall survive the termination of this
Agreement.
5. FINANCIAL INTERESTS OF CONSULTANT.
5.1 Form 700 Filing. The California Political Reform Act and the Chula Vista Conflict of Interest Code
require certain government officials and consultants performing work for government agencies to publicly
disclose certain of their personal assets and income using a Statement of Economic Interests form (Form
700). In order to assure compliance with these requirements, Consultant shall comply with the disclosure
requirements identified in the attached Exhibit C, incorporated into the Agreement by this. reference.
5.2 Disclosures: Prohibited Interests. Independent of whether Consultant is required to file a Form 700,
Consultant warrants and represents that it has disclosed to City any economic interests held by Consultant,
or. its employees or subcontractors who will be performing the Required Services, in any real property or
project which is the subject of this Agreement. Consultant warrants and represents that it has not -employed
or retained any- company -or -person, other -than a bona fide employee or .approved subcontractor working
solely for Consultant, to solicit or secure this Agreement. Further, Consultant -warrants and represents that it
has not paid or agreed to pay any company or person, other than a bona fide employee or approved
subcontractor working solely for Consultant, any fee, commission, percentage; brokerage fee, gift or other
consideration contingent upon or resulting from the award or making of this Agreement. Consultant further
warrants an& represents that no officer or employee of City, has any interest, whether contractual, non -
contractual, financial or otherwise, in this transaction, the proceeds hereof, or in the business of Consultant
or Consultant's subcontractors. Consultant further agrees to notify City in the event any such interest is
discovered whether or not such interest is prohibited by law or this Agreement. For breach or violation of
any of these warranties, City shall have the right to rescind this Agreement without liability.
6 1 City of Chula Vista Agreement No.: 17052
Consultant Name: SELECTRON TECHNOLOGIES. INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 10
6. REMEDIES
6.1 Termination for Cause. If for any reason whatsoever Consultant shall fail to perform the Required
Services under this Agreement, in a proper or timely manner, or if Consultant shall violate any of the other
covenants, agreements or conditions of this Agreement (each a "Default"), in addition to any and all other
rights and remedies City may have under this Agreement, at law or in equity; City shall have the right to
terminate this Agreement by giving five (5) days written notice to Consultant. Such notice shall identify the
Default and the Agreement termination date. If Consultant notifies City of its intent to cure such Default
prior to City's specified termination date, and City agrees that the specified Default is capable of being
cured, City may grant Consultant up to thirty (30) additional days after the designated termination date to
effectuate such cure. In the event of a termination under this Section 6.1, Consultant shall immediately
provide City any and all "Work Product" (defined in Section 7 below) prepared by Consultant as part of the
Required Services. Such Work Product shall be City's sole and exclusive property as provided in Section 7
hereof. Consultant may be entitled to compensation for work satisfactorily performed prior to Consultant's
receipt -of -the Default- notice; _provided,.however, in -no -event shall such compensation exceed the amount
that would have been -payable --under this. -Agreement .for such work, and any such` compensation shall be
reduced -by any costs -incurred or projected .to be incurred by City as a result of the Default.
6.2 Termination or Suspension for Convenience of City. City may suspend or terminate this Agreement, or
any portion of the Required Services, at any time and for any reason, with or without cause, by giving
specific written notice to Consultant of such termination or suspension at least fifteen (15) days prior to the
effective date thereof. Upon receipt of such notice, Consultant shall immediately cease all work under the
Agreement and promptly deliver all "Work Product" (defined in Section 7 below) to City. Such Work
Product shall be City's sole. and exclusive property as provided in Section 7 hereof. Consultant shall be
entitled to receive just and equitable compensation for this Work Product in an amount equal to the amount
due and payable under this Agreement for work satisfactorily performed as of the date of the
term ination/suspension notice plus .any additional remaining Required Services requested or approved by
City in advance that would maximize City's value under the Agreement.
6.3 Waiver of Claims. In the event City terminates the Agreement in accordance with the terms of this
Section, Consultant hereby expressly waives any and all claims for damages or compensation as a result of
such termination except as expressly provided in this Section 6.
6.4 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising
out of this Agreement against City -unless -a claim has first -been-presented- writing and filed with City and
acted upon by City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista Municipal
Code, as same may be amended, the provisions of which, including such policies and procedures used by
City in the implementation of same, are incorporated herein by this reference. Upon request by City,
Consultant shall meet and confer in good faith with City for the purpose of resolving any dispute over the
terms of this Agreement.
6.5 Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. Any action arising under or relating to this Agreement shall be brought only
in San Diego County, State of California.
6.6 Service of Process. Consultant agrees that it is subject to personal jurisdiction in California. If
Consultant is a foreign corporation, limited liability company, or partnership that is not registered with the
California Secretary of State, Consultant irrevocably consents to service of process on Consultant by first
7 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 11
class mail directed to the individual and address listed under "For Legal Notice," in section I.B. of Exhibit
A to this Agreement, and that such service shall be effective five days after mailing.
7. OWNERSHIP AND USE OF WORK PRODUCT
All software is being licensed in accordance with the Selectron Software License Agreement, attached as
Exhibit D". Software is being licensed by the City and no ownership of Work Product is being provided.
8. GENERAL PROVISIONS
8.1 Amendment. This Agreement may be amended, but only. in writing signed by both Parties.
8.2 Assignment. City would not have entered into this Agreement but for Consultant's unique
qualifications and traits. Consultant shall not assign any of its rights or responsibilities under this
Agreement, nor any part hereof, without City's prior written consent; which City may -grant, -condition or
deny in its_sole-discr-etion.
8.3 Authority. The person(s) executing this Agreement for Consultant warrants and represents that they
have the authority to execute same on behalf of Consultant and to bind Consultant to its obligations
hereunder without any further action or direction from Consultant or any board, principle or officer thereof.
8.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one Agreement after each Party has signed such a counterpart.
8.5 Entire Aereement. This Agreement together with all exhibits attached hereto and other agreements
expressly referred to herein, constitutes the entire Agreement between the Parties with respect to the subject
matter contained herein._ All exhibits referenced herein shall be attached hereto and are incorporated herein
by reference. All prior or contemporaneous agreements, understandings; representations; warranties and
statements, oral or written, are superseded.
8.6 Record Retention. During the course of the Agreement and for three (3) years following completion
of the Required Services, Consultant agrees to maintain, intact and readily accessible, all data, documents,
reports, records, contracts, and supporting materials -relating to the performance of the Agreement, including
.accounting for costs and expenses charged to City, including- such- records in the possession of sub-
contractors/sub-consultants.
8.7 Further Assurances. The Parties agree to perform such further acts and to execute and deliver such
additional documents and instruments as may be reasonably required in order to carry out the provisions of
this Agreement and the intentions of the Parties.
8.8 Independent Contractor. Consultant is and shall at all times remain as to City a wholly independent
contractor. Neither City nor any of its officers, employees, agents or volunteers shall have control over the
conduct of Consultant or any of Consultant's officers, employees, or agents ("Consultant Related
Individuals"), except as set forth in this Agreement. No Consultant Related Individuals shall be deemed
employees of City, and none of them shall be entitled to any benefits to which City employees are entitled,
including but not limited to, overtime, retirement benefits, worker's compensation benefits, injury leave or
other leave benefits. Furthermore, City will not withhold state or federal income tax, social security tax or
any other payroll tax with respect to any Consultant Related Individuals; instead, Consultant shall be solely
responsible for the payment of same and shall hold the City harmless with respect to same."Consultant shall
Cit} of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 12
not at any time or in any manner represent that it or any of its Consultant Related Individuals are employees
or agents of City. Consultant shall not incur or have the power to incur any debt. obligation or liability
whatsoever against City, or bind City in any manner.
8.9 Notices. All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing. All notices, demands and requests to be sent to any Party shall be deemed to
have been properly given or served if personally served or deposited in the United States mail, addressed to
such Party, postage prepaid, registered or certified, with return receipt requested, at the addresses identified
in this Agreement at the places of business for each of the designated Parties as indicated in Exhibit A, or
otherwise provided in writing.
(End of page. Next page is signature page.)
9 1 City of Chula Vista Agreement.No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-13 7
Page No. 13
SIGNATURE PAGE
CONSULTANT SERVICES AGREEMENT
IN WITNESS WHEREOF, by executing this Agreement where indicated below, City and Consultant
agree that they have read and understood all terms and conditions of the Agreement,.that they fully agree and
consent to bound by same, and that they are freely entering into this Agreement as of the Effective Date.
SELECTRON TECHNOLOGIES, INC. . CITY OF CHULA VISTA
BY: BY:
Mike Hannegan Mary Casillas.Salas
Director of Technical Services. Mayor
ATTEST
BY:
Donna R. Norris, CMC
City Clerk
APPROVED AS TO FORM
BY:
Glen R. Googins
City Attorney
t Cit}' of Chula Vista Agreement No.: Obtain From City Clerk x5961
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. OS/30/17
Resolution No. 2017-137
Page No. 14
EXHIBIT A
SCOPE OF WORK AND PAYMENT TERMS
1. Contact People for Contract Administration and Legal Notice
A. City Contract Administration:
Tiffany Allen
Development Services Department
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5179
tallen@chulavistaca.gov
For Legal Notice Copy to:
City of ChulaVista
City Attorney
276 Fourth Avenue, Chula Vista, CA 91910
619-691-5037
CityAttomey@chulavistaca.gov
B. Consultant Contract Administration:
SELECTRON TECHNOLOGIES, INC.
Todd Johnston, President
12323 SW 66th Avenue
Portland; OR 97223
503-443-1400
TJohnston@selectrontechnologies.com
For Legal Notice Copy to:
SELECTRON TECHNOLOGIES, INC.
Todd Johnston, President
12323 SW 66th Avenue
Portland, OR 97223
503-443-1400
TJohnston@selectrontechnologies.com
2. Required Services
A. General Description:
Consultant will provide software upgrades, licenses, support, and maintenance services associated with
interactive voice response (NR), dynamic outbound notification messaging, and field inspection solutions
that integrate with the City's permitting software.
11 I City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 15
B. Detailed Description:
Task
Description
Deliverables
1
Relay Permit Pack IVR Upgrade &
- Virtual server setup & configuration, including
Virtualization
upgrade from v3 to Relay Permit Pack NR
- Integration with Accela Civic Platform
- NR telephony integration
- Base functionality to include:
o Scheduling inspections
o Cancelling inspections
o Obtaining inspection results
o Posting inspection results
o Speaking site address
o Permit based messaging
o Relay Portal for Administration & Reports
- English professional voice recording for base IVR
prompts
- English professional voice recording for street words
(up to 3,000 words)
- Spanish translation & professional voice recording
for base NR prompts
- 2 -Day onsite installation and training
- Licenses for four (4) voice ports
- Annual ongoing licensing
- Annual ongoing PremierPro Support services (see
Exhibit E
2
Hosted Relay Cloud Services (RCS)
- Customer setup and integration with Accela Civic
Outbound (dynamic outbound
Platform
notification messaging solution)
- Dynamic notifications setup
o Expiring permits notification
o Inspection time notification
o Plan review status notification
o Automatic results notification
- Spanish language translation of dynamic_
notifications
- Setup of transfers to Relay IVR
- Prepaid message bundle (200,000 messages included
in initial bundle)
- Ongoing licensing and support services through the
purchase of additional prepaid message bundles
3
Hosted Field Portal
- Setup and integration with Accela Civic Platform
- Licenses for up to 10 users
- Annual ongoing licensing and support services
Additional detail provided in Exhibit F, Statement of Work.
3. Term: In accordance with Section 1.10 of this Agreement, the term of this Agreement shall begin July 11.
2017 and end on July 10, 2018 for completion of all Required Services.
12 City of Chula Vista Agreement No.: 17052
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 16
4. Compensation:
® Fixed Fee Paid in Increments. For the completion of each Deliverable of the Required Services, as identified
in section.2.B., above, City shall pay the fixed fee associated with each Deliverable, in the amounts set forth
below:
Task
No.
Deliverable
Amount
One -Time
Amount
Annual, Ongoing
I
Relay Permit Pack IVR Upgrade & Virtualization
Total $41,400
A.
Upon receipt of purchase order or execution of contract
25% . $10,350
B.
Upon completion of onsite setup/training setup/training
50% $20,700
C.
30 days after onsite setup/training
20% $8,280
D.
Upon final acceptance
5% $2,070
1
NR Annual PremierPro Support Services
A_
Year -1 (July 11, 201-7— July 10,201-8)
No fee
B.
Year.2. (July 11, 2018 — July 10, 2019)
$8,280
C.
Year 3 (July 11, 2019 — July 10, 2020)
$8,690
D.
Year 4 (July 11, 2020 — July 10, 2021)
$9,120
E.
Year 5 (July 11, 2021 — July 10, 2022)
$9,575
F.
Year 6 (July 11, 2022 — July 10, 2023
$10,050
G.
Year 7 (July 11, 2023 — July 10, 2024)
$10,550
H.
Year 8 (July 11, 2024 — July 10, 2025)
$11,085
I.
Year 9 (July 11, 2025 — July 10, 2026)
$11,640
J.
Year 10 (Jul 11, 2026 — July 10, 2027)
$12,220
2
Hosted Relay Cloud Services RCS Outbound Setup
Upon receipt of purchase order or execution of contract
$13,700
2
Hosted Relay Pre -Paid Message Bundles
A.
Initial bundle (200,000 messages), upon receipt of
purchase order or execution of contract
$30,000
B.
Additional Pre -Paid Message Bundles, upon anticipated
reload of messages
20,000 messages $6,000
50,000 messages $10,000
100,000 messages $.15,000
3
Field. -Portal Setup & Integration
No Fee
3
Field -Portal Annual Fees
A.
Base subscription to Field Portal, Assignment Manager,
Location Services, and Review Center
$5,000
B.
Licenses for up to 10 inspectors
$7,200
C.
Selectron software hosting service
$2,500
B. Reimbursement of Costs
(]x Invoiced or agreed-upon amounts as follows:
Task l
One-time compensation includes all travel and associated expenses for a 2 -day onsite installation and training
effort. Additional onsite work requested by City will be billed at $1,750 per day (2 day minimum) with at least
14 days advance notice. If 8-14 days advance notice is provided, the rate increases to $2,000 per day; if the
13 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 17
notice is less than 7 days; the rate increases to $2,500 per day. If changes are made to travel schedule after
plans are confirmed; the City is responsible for any change fees or price changes incurred for airfare, hotel, or
car rental.
Consultant will provide custom programming and non -warranty maintenance client support on a time -and -
materials basis.
Requested.design, programming, testing, documentation, implementation work, and customer support will be
performed at Consultant's then current; standard published billing rates. Consultant will issue a quote and
scope of work to City. A purchase order must be issued before work can be scheduled or begin.
Tasks 2 & 3
Actual travel expenses (air, hotel, car, per diem) as required to provide onsite services, if needed.
Notwithstanding the foregoing, the maximum amount to be paid to the Consultant for services performed
through July 10, 2018.shall_not.exceed-$150:000.
5:=Special.P_ro-isions:
® Permitted Sub -Consultants: None
® Security for Performance: None
® Notwithstanding the completion date set forth in Section 3 above, City has option to extend this Agreement
for 9 additional terms, defined as a one-year increment. The City Manager or Director of Financefrreasurer
shall be authorized to exercise the extensions on behalf of the City. If the City exercises an option to extend,
each extension shall be on the same terms and conditions contained herein, provided that the amounts specified
in Section 4 above may be increased by up to 5% for each extension. The City shall give written notice to
Consultant of the City's election to exercise the extension via the Notice of Exercise of Option to Extend
document.
14 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 18
EDIT B
INSURANCE REQUIREMENTS
Consultant shall adhere to all terms and conditions of Section 3 of the Agreement and agrees to provide the
following types and minimum amounts of insurance, as indicated by checking the applicable boxes (x).
Other Negotiated Insurance Terms: None
15 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Type of Insurance
Minimum Amount
Form
❑
General Liability:
$2,000,000 per occurrence for
Insurance Services Office Form
Including products and
bodily injury, personal injury
CG 00 01
completed operations,
(including death), and property
personal and
damage. If Commercial General
advertising injury
Liability insurance with a general
aggregate limit is used, either the
general -aggregate limit .must _apply
separately to this -Agreement or the
general .aggregate limit must be
twice -the -required --occurrence 1"nnit
Additional Insured Endorsement
*Must be primary and must not
or Blanket Al Endorsement for
exclude Products/Completed
City*
Operations
Waiver of Recovery Endorsement
❑
Automobile Liability
$1,000,000 per accident for bodily
Insurance Services Office Form
injury, including death, and
CA 00 01
property damage
Code 1 -Any Auto
Code 8 -Hired
Code 9 -Non Owned
❑
Workers'
$1,000,000 each accident
Compensation
$1,000,000 disease policy limit
Employer's Liability
$1,000,000 disease each employee
Waiver of Recovery Endorsement
❑
Professional Liability
$1,000,000 each occurrence
(Errors & Omissions
$2,000,000 aggregate
Other Negotiated Insurance Terms: None
15 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 19
EXHIBIT C
CONSULTANT CONFLICT OF INTEREST DESIGNATION
The Political Reform Act' and the Chula Vista Conflict of Interest Code ("Code") require designated state and
local government officials, including some consultants, to make certain public disclosures using a Statement of
Economic Interests form (Form 700). Once filed; a Form 700 is a public document; accessible to any member of
the public. In addition, consultants designated to file the Form 700 are also required to comply with certain
ethics training requirements.3
® A. Consultant IS a corporation or limited liability company and is therefore EXCLUDED from disclosure.
❑ B. Consultant NOT a corporation. or limited liability company and disclosure designation is as follows:
APPLICABLE DESIGNATIONS FOR INDIVIDUAL(S) ASSIGNED TO PROVIDE SERVICES
(Category descriptions available at Hix w.chulavistaca.govldepartments/city-clerk/conflict-of-interest-code.)
Name
Email -Address
Designation
Enter Name of Each Individual
_.Applicable
Enter email address(es)
❑ A. Full -Disclosure
Who Will Be Providing Service
❑ B. Limited -Disclosure- (select one or more of
Under the Contract — If
the categories under which the consultant shall file):
individuals have different
❑ 1. ❑ 2. ❑ 3. ❑ 4. ❑ 5. ❑ 6. ❑ 7.
disclosure requirements,
Justification:
duplicate this row and complete
separately for each individual
❑ C. Excluded from Disclosure
I. Required Filers
Each individual who will be performing services for the City pursuant to the Agreement and who meets the definition
of "Consultant," pursuant to FPPC Regulation 18700.3, must file a Form 700.
2. Required Filing Deadlines
Each initial Form 700 required under this Agreement shall be filed with the Office of the City Clerk via the City's
online filing system, NetFile, within 30 days of the approval of the Agreement. Additional Form 700 filings will be
required annually on April 1 during the term of the Agreement and within 30 days of the termination of the
Agreement.
3. Filing Designation
The City Department Director will designate each individual who will be providing services to the City pursuant to
the Agreement as full disclosure, limited disclosure, or excluded from disclosure, based on an analysis of the services
the Consultant will provide. Notwithstanding this designation or anything in the Agreement, the Consultant is
ultimately responsible for complying with FPPC regulations and filing requirements. If you have -any -questions
regarding filing requirements, please do not hesitate to contact the City Clerk at (619)691-5041, or the FPPC at 1-
866-ASK-FPPC, or (866) 275-3772 *2.
Pursuant to the duly adopted City of Chula Vista Conflict of Interest Code, this document shall serve as the written
determination of the consultant's requirement to comply with the disclosure requirements set forth in the Code.
Completed by: Tiffany Allen
1 Cal. Gov. Code §§81000 ei seq.; FPPC Regs. 18700.3 and 18704.
2 Chula Vista Municipal Code §§2.02.010-2.02.040.
3 Cal. Gov. Code §§53234; ei seq.
4 CA FPPC Adv. A-15-147 (Chadwick) (2015); Davis v. Fresno Unified School District (2015) 237 Cal.App.4`h 261; FPPC Reg.
18700.3 (Consultant defined as an "individual' who participates in making a governmental decision; "individual" does not include
corporation or limited liability company).
16 1 City of Chula Vista Aareement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 20
EXIMIT D
SELECTRON TECHNOLOGIES, INC. SOFTWARE LICENSE AGREEMENT
17 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 21
Selectron
TECH NO LOGI ES, INC.
Software License Agreement
This Software License Agreement ("SLA" or this "Agreement") is entered into by and between Selectron Technologies, Inc. an Oregon
corporation and its successors and assigns (collectively, "Company"), and the City of Chula Vista, California ("Customer"). Company
agrees to allow Customer to use Company's computer software and associated media and printed materials, which may or may not
include electronic documentation and documentation available via the Internet (collectively, the "Software"), under the terms and
conditions of this SLA. By signing below, and/or by installing or otherwise using the Software with Company's permission, Customer
agrees to be bound by the terms of this SLA.
1. Grant of License.
Subject -to. the -terms and conditions of this SLA, -Company
grants to Customer anon -exclusive; .non-sublicensable, non-
transferable -and non -assignable (except as specifically set
forth -herein), and limited license to install and -use the
Software solely during the Term of this Agreement (the
"License"). The License entitles Customer to install and use
the Software at its principal place of business solely on a
single computer (unless Customer is authorized to install and
use the Software on more than one computer, as set forth in
that certain Professional Services Agreement between the
parties), and solely for Customer's internal business use. A
license for each active server, test server, or fail -over server
must be expressly purchased for the specific use of the
Software on each server. Except as otherwise notified by
Company, the Software may not be used in connection with
any software not acquired from Company or recommended
in writing by Company specifically for use with the Software.
Except as expressly set forth in this Section 1, no other right
or license is granted to Customer with respect to the
Software.
Use of the Software requires that Customer use, as part of
the Software, certain third -party Runtime -Restricted Use
Software. By agreeing to this Agreement and installing and
using the Software, Customer agrees to all terms and
conditions set forth in the End User License Agreement(s)
including those attached in Exhibit A.
2. License Fee.
Customer agrees to pay a license fee for the above -granted
license, as set forth in accordance with the terms of that
certain Professional Services Agreement between Company
and Customer (the "License Fee"). The Professional Services
Agreement sets forth a payment schedule and payment
terms for the License Fee, which are incorporated into and
made a part of this Agreement by this reference.
3. Other Rights and Limitations.
3.1 Transfer of Software. Customer may not rent, lease,
distribute, sell, assign, pledge, sublicense, loan, timeshare,
otherwise transfer, or otherwise use the Software for the
commercial or other benefit of third parties, but Customer
may transfer the use of the Software from Customer to a
third parry on a permanent basis, provided that (i) Customer
notifies Company of the transfer in advance of the transfer;
(ii) Customer ceases all use -of the Software -and retains no
copies of the Software after the -transfer; and -(iii) -the -third- -
party recipient expressly agrees-in.writing to the terms of this
SLA and provides the signed SLA to Company. In the event of
such a transfer, Customer agrees to pay any additional
installation, set-up, or training fees arising out of the transfer
of the Software to the third parry (to the extent that the third
party refuses or fails to pay such fees). Customer further
agrees to allow Company or its representatives onto
Customer's premises to ensure that Customer has ceased all
use of the Software and not retained any copies of the
Software.
3.2 Limitation on Reverse Engineering, Decompilation, and
Disassembly. Customer may not, and may not permit any
employee or third party to, reverse engineer, decompile,
translate, or disassemble the Software, or otherwise
determine or attempt to determine any source code,
algorithms, methods, or techniques used or embodied in the
Software, except and only to the extent that applicable law,
notwithstanding this limitation, expressly permits such
activity.
3.3 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.
Customer agrees to comply with all applicable laws, rules,
and regulations in its use of the Software. Customer may not,
and may not permit its employees or any third parry to, (i)
modify, translate, or create derivative works based on or
derived from the Software; (ii) remove or alter any copyright,
trademark, or other proprietary notices, legends, symbols, or
labels appearing on or in the Software; (iii) perform, or
release the results of, benchmark tests or other comparisons
of the Software with other software, media, or materials;
(iv) permit the Software to be used for or in connection with
processing data or other information on behalf of any third
party; or (v) incorporate the Software or any portion thereof
into any other materials, products, or services.
Resolution No. 2017-137
Page No. 22
3.4 Notice to Users.
Customer shall inform all Customer employees who use the
Software under the License of all terms and conditions of the
SLA, and Customer acknowledges and agrees that it is
responsible for all such employee usage of the Software.
In the event of any violation of this Section 3, Licensor may
immediately terminate this Agreement in accordance with
Section 12, and shall be entitled to injunctive relief in
accordance with Section 13.9.
4. Copyright.
The Software is licensed, not sold. Customer acknowledges
and agrees that Company or its suppliers own title to the
Software and all present and future copyrights, trade secret
rights, patent rights, trademark rights, and all other
intellectual property and proprietary rights in and to the
Software (including. without. limitation; all source and object -
code, algorithms, techniques, methods, -images, "applets""
photographs, animations, video, -audio, music, text, and other
content comprising and/or incorporated into the Software),
accompanying printed materials, the copy of the Software
that Customer is permitted to make under Section 3.3, and
all updates and upgrades to and versions and derivative
works of the foregoing. Customer may not copy or transfer
the Software, except as expressly provided in Section 3 of this
Agreement. Customer may not copy the printed materials
accompanying the Software without Company's prior written
approval in each instance of such proposed copying.
S. 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, distribute, sell, assign,
pledge, sublicense, timeshare, or otherwise transfer the
media to another user or use the media for the commercial
or other benefit of any third party, except as part of the
permanent transfer of the Software under Section 3.1 of this
Agreement.
6. Export Restrictions.
The Software is subject to the export control laws of the
United States and other countries. Customer may not export
or re-exportthe Software, unless Customer has first obtained
Company's prior written permission and the appropriate
United States and foreign government licenses, at
Customer's sole expense. Customer must otherwise comply
with, and contractually require that all of its employees
comply with, all applicable export control laws and
regulations in the use of the Software. The Software may not
be downloaded or otherwise exported or re-exported (a)into
any country for which the United States has a trade embargo,
or (b) to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or the U.S. Commerce
Department's Denied Persons List. Customer represents and
warrants that it is not located in, under the control of, or a
national or resident of any such country or on any such list.
Customer shall defend, indemnify and hold Company and all
successors, assigns, affiliates, suppliers, and each of their
officers, directors, employees, and agents harmless for, from,
and against any and all claims, allegations, damages,
liabilities, and costs and expenses (including without
limitation attorneys' fees and costs) 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.
7. Representations and Warranties; Warranty Disclaimer
7.1 Customer represents and warrants that (a) it has full right
and power to enter into and perform its obligations under
this Agreement, and (b) it will take all reasonable precautions
to prevent injury to any persons (including employees of. -
Company) or damage to Company's property during -the Term-
-of this Agreement. -
7.2 Company represents and warrants that (a) it has full right
and power to enter into and perform its obligations under
this Agreement, and (b) it will take all reasonable precautions
to prevent injury to any persons (including employees of
Customer) or damage to Customer's property during the
Term of this Agreement.
7.3 Company warrants that the Software will perform
substantially in accordance with the specifications set forth
in the Scope of Work to the Professional Services Agreement,
for a period of one (1) year from the date of the Contract
Execution, as that term is defined in the PremierPro Support
and Maintenance Agreement, Exhibit A. Any changes or
modifications to the Software by any person other than
Company, or any combination of the Software with any other
materials by any person other than Company, voids this
limited warranty. This limited warranty is also void if failure
of the Software results from transportation, neglect, misuse,
or misapplication of the Software by any person other than
Company; from any accident beyond Company's control;
from use of the Software not in accordance with -this
Agreement -or documentation provided -in connection -with
the Software; or.from Customer'sfailureto- provide -asuitable
installationor use environment for the Software.
7.4 The express warranties in Section 7.2 and 7.3 set forth
above are in lieu of all other warranties, express, implied or
statutory, arising from or related to this agreement and the
Software provided to customer 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 Section 7.2 and 7.3 of this agreement. Except for the
express warranty in Section 7.3 of this Agreement, Company
provides the software to customer "as is" and "as
available," and does not warrant that the Software will be
uninterrupted or error free, and hereby disclaims any and
all liability in connection therewith. 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 is
authorized to modify this limited warranty, or make any
additional warranties, whether orally, in writing, or
otherwise. This Section 7.4 shall be enforceable to the fullest
extent permitted by applicable law.
8. Customer Remedies; Limitation of Liability.
8.1 If Customer finds what it reasonably believes to be a
failure of the Software to substantially conform to the
functional specifications in the Scope of Work, and provides
Company with a written report that describes such failure in
sufficient detail to enable Company to reproduce such
failure, Company's and its suppliers' entire liability and
Customer's exclusive remedy is for Company to use
-commercially-reasonable efforts to correct or provide a
workaround for such failure at no additional charge to
Customer. If, in Company's sole discretion, it provides
Customer with replacement Software, the replacement
Software will be warranted in accordance with the provisions
of this Agreement 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.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE,
SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS SLA, THE SOFTWARE, AND
RELATED DOCUMENTATION. COMPANY'S TOTAL
CUMULATIVE LIABILITY IN CONNECTION WITH THIS SLA, THE
SOFTWARE, AND RELATED DOCUMENTATION, WHETHER IN
CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF THE LICENSE FEE ACTUALLY PAID TO COMPANY
HEREUNDER IN THE TWELVE- (12-) MONTH PERIOD
IMMEDIATELY PRECEDING THE ACTION THAT GAVE RISE TO
THE CLAIM. CUSTOMER-ACKNOWLEDGES7HA7-THE LICENSE
FEE REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS
SLA AND THAT COMPANY WOULD NOT ENTER INTO THIS SLA
WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
9. Network Security Disclaimer
9.1 Internet Security..
Company's Software may have the ability to connect to the
Internet. The Software is designed to operate within
Customer's secure network environment, and the Software
does not provide any mechanism for security or privacy.
Specifically, the Software relies fully on Customer's security
measures and implements no further security infrastructure.
Company makes no representations or warranties to
Customer regarding (i) the security or privacy of Customer's
network environment; or (ii) any third -party technologies' or
services' ability to meet Customer's security or privacy needs.
Resolution No. 2017-137
Page No. 23
These third -party technologies and services may include, but
are not limited to, operating systems, database management
systems, web servers, and payment processing services.
Customer is solely responsible for ensuring a secure network
environment.
9.2 Remote Access Security.
In order to enable code development, and Customer support
and maintenance of the Software (if purchased by Customer
pursuant to a separate support and maintenance
agreement), 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 which party provides
remote access. software, it is 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 for ensuring a secure network
environment.
9.3 Outbound Services Disclaimer.
Outbound services are intended to create additional
methods of communication to Customer's employees who
use the Software in support of existing processes. These
services are. not intended to replace all interaction with
Customer's employees or become critical path. While the
outbound services have been created with the best available
tools and practices, they are dependent on infrastructure
that is inherently not fail -proof, including but not limited to
infrastructure such as software, computer hardware,
network services, telephone services, and e-mail. Examples
of situations that could cause failure include but are not
limited to: down phone lines, all lines busy, equipment
failure, email address changes, internet service disruptions.
For. this reason, while outbound services are valuable -in-
providing enhanced -communication,. they arespecifically not
designed to be used as the sole method -to -deliver critical
messages. Customer acknowledges that it is aware of the
potential hazards associated with relying on an automated
outbound service feature, when using the Software, and
Customer acknowledges and agrees that it is giving up in
advance any right to sue or make any claim against Company,
and that Customer forever releases Company from any and
all liability, if Customer, or Customer's employees, suffer
injury or damage due to the failure of outbound services to
operate, even though Customer does not know what or how
extensive those injuries or damages might be.
10. U.S. Government End Users.
10.1 The Software is a "commercial item", as that term is
defined at 48 C.F.R. 2.101, consisting of "commercial
computer software" and "commercial computer software
Resolution No. 2017-137
Page No. 24
documentation', as such terms are used in 48 C.F.R. 12.212
or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R.
12.212 and 48 C.F.R 227.7202-1 through 227.7202-4, 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. Company and licensor of the Software is
Selectron Technologies, Inc., 12323 SW 661h Avenue,
Portland, Oregon 97223, USA. This Section 10.1, consistent
with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 is in lieu of,
and supersedes, any other Federal Acquisition Regulation,
Defense Federal Acquisition Regulation Supplement, or other
clause or provision that addresses United States Government
rights in computer software, technical data, or computer
software documentation.
10.2 Company advises that, to the extent allowed bylaw, the
resultant .contract. -terms and pricing may be extended -to
other State of California jurisdictions, public entities, political
subdivisions- and government cooperative purchasing
group(s) whose processing requirements, applications,
specifications and standards coincide with the processing
requirements, applications, specifications and standards
herewith. The extension of this contract to any entity is at
the sole discretion of Company. A qualified entity choosing
to join this contract shall execute a separate contract with the
specifications, pricing, terms and rights provided herewith,
directly between the entity and Company, and shall commit
a separate purchase order and pay for supplies and services
by means of their individual accounting. and purchasing
departments. Any processing requirements, applications,
specifications and/or standards not covered herewith will be
developed and priced separately, based on the entity's
additional requirements and specifications, and appended to
the new resultant contract. The entity shall deal directly
with Company concerningthe placement of orders, invoicing,
contractual disputes and all other matters. Failure to extend
this contract to any entity shall have no effect on the
consideration of Company's current bids or agreements.
11. Support and Maintenance.
Customer may purchase support -for -and maintenance of the
_. Software--from—Company-by entering_ into a separate
PremierPro Support and Maintenance Agreement with
Company.
12. Term and Termination.
12.1 This SLA shall continue indefinitely, unless terminated
earlier in accordance with this Section 12 (the 'Term").
12.2 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. Under no circumstances will
Company provide a refund of paid fees to Customer.
12.3 Company may terminate this SLA, all other agreements
between the parties, if any, 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 Customer's failure to pay the License Fee
when due, and fails to cure such breach within sixty (60) days
of being notified of the breach by Company. Upon such
termination, Customer shall immediately cease all use of the
Software, and Company may terminate Customer's access to
the Software. Further, upon such termination, Customer
must promptly return all copies of the Software and related
documentation in its possession or under its control to
Company and provide Company with written notice that it
has done so.
12.4 Sections 4, 7.4, 8.2, 9, 12, 13 and the rights and
obligations therein shall survive any termination of this SLA.
13. General Provisions.
13.1 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. Customer is not an agent of
Company and is not authorized to make any representation,
contract, or commitment on behalf of Company, or to bind
Company in any way. Company is not an agent of Customer
and is not authorized to make any representation, contract, or
commitment on behalf of Customer, or to bind Customer in
any way. 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.
13.2 Governing Law; Jurisdiction.
This Agreement will be governed by and construed in
accordance with the laws of the State of California, without
reference to its conflict of law provisions. The United Nations
Convention on Contracts for the International Sale of Goods
does not apply to and shall not be used to interpret this
Agreement. Any action or proceeding arising from or relating
to this Agreement must be brought in the federal or state
court located in San Diego County, California.
13.3 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 8 will remain in
effect notwithstanding the unenforceability of any provision
in Section 7.
13.4 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., 12323 SW 66th Avenue, Portland, Oregon 97223, USA;
www.stigov.com.
13.5 Notice.
All notices, consents, and other communications 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 requested) to the other
party at the address set forth in Section 13.4 or 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 is sooner. Either party may change its
address by giving notice of the new address to the other
party.
13.6 Public Announcements.
Customer shall cooperate with Company so that Company
may issue a press release concerning this Agreement;
provided, however, Company may not release any such press
release without -the -prior -approval. of Customer (which shall
not --be unreasonably withheld, .delayed, or conditioned).
However, without seeking prior -approval in -each instance, -
Company shall have the right to use Customer's name as a
customer reference, and to use Customers trade name on
Company's customer lists.
13.7 Attorneys' Fees.
In the event of a dispute between Customer and Company
concerning the Software or this SLA, the prevailing party in
the litigation shall be entitled to recover its reasonable
attorneys' fees and expenses from the other party.
13.8 Confidentiality.
The Software and all related documentation and materials
provided to Customer under this Agreement contain valuable
trade secrets, copyrights, proprietary know-how,
information, algorithms, techniques, methods, processes,
and content (collectively for purposes of this Section 13.8,
"Proprietary Information and Materials") that belong to
Company or its suppliers, and the Proprietary Information
and Materials are being made available to Customer in strict
confidence. ANY USE OR DISCLOSURE -OF THE PROPRIETARY
INFORMATION AND MATERIALS, OTHER THAN IN STRICT
ACCORDANCE WITH THIS SLA, IS STRICTLY PROHIBITED AND
IS ACTIONABLE AS A VIOLATION OF COMPANY'S AND/OR ITS
SUPPLIERS' TRADE SECRETS, COPYRIGHTS, AND OTHER
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS, AS
WELL AS A MATERIAL BREACH OF THIS AGREEMENT.
13.9 Injunctive Relief.
In the event that Customer breaches any provision of Section
3, Section 4, Section 13.8, or any other material provision of
Resolution No. 2017-137
Page No. 25
this Agreement, Customer acknowledges and agrees that
there can be no adequate remedy at law to compensate
Company for such breach; that any such breach will allow
Customer or third parties to compete unfairly with Company
resulting in irreparable harm to Company that would be
difficult to measure; and, therefore, that upon any such
breach or threat thereof, Company shall be entitled to
injunctive and other appropriate equitable relief (without the
necessity of proving actual damages or of posting a bond or
other security), in addition to whatever remedies Company
may have at law, in . equity, under this Agreement, or
otherwise.
13.10 Waiver.
All waivers must be in writing. Any waiver or failure to enforce
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.
13.11 -Authority.
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or her
authority to do so and his or her authority to bind the entity
on whose behalf the Agreement is signed.
13.12 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 Customer to Company will not modify the
terms and conditions of this Agreement or have any force or
effect.
13.13 Counterparts.
This Agreement may be signed in one or more counterparts,
each of which will be deemed to be an original copy of this
Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement Each party agrees
that the delivery of this Agreement by facsimile transmission
or by PDF attachment to an e-mail transmission will be
deemed to be an original of the Agreement so transmitted .
and, at the request of either party, the other party will
confirm facsimile or e-mail transmitted signatures by
providing the original document.
[Signature Page Follows)
Resolution No. 2017-137
Page No. 26
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
By:
Todd A. Johnston
Signed:
Title:
President
Date:
Address:
12323 66th Avenue -
Portland: OR 97223
Customer:
By: _
Signed: _
Title:
Date:
Address:
Resolution No. 2017-137
Page No. 27
EDIT E
SELECTRON TECHNOLOGIES, INC. PREMMRPRO SUPPORT AND MAIl`TTENANCE
AGREEMENT
Consultant will provide support and maintenance for the Required Services under the terms and conditions set
forth in the following Support and Maintenance Agreement. If there is a conflict between the terms of the main
Agreement and the Support and Maintenance Agreement, then the main agreement will take precedence.
18 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 28
Selectron
TECHNOLOGIES. INC.
PremierPro Support and Maintenance Agreement
This PremierPro Support and Maintenance Agreement (this "Agreement") is entered effective as of the Service Date (as set
forth in Exhibit A of this Agreement), by and between Selectron Technologies, Inc., an Oregon corporation and its successors
and assigns (collectively, "Company") and the City of Chula Vista, California, ("Customer').
Upon the terms and conditions of this Agreement and for the fees specified in this Agreement, Company will provide to
Customer support and maintenance for the Products, as outlined below and set forth in Exhibit A of the Main Agreement,
for the Term of the Agreement (defined below).
1. Initial Term:
The initial term of this Agreement shall commence upon
Contract Execution -Date -(as that -term is -defined -in Exhibit
A of this Agreement), with -respect to purchase- of the
Company products) to which this Agreement-relates_(the
"Products"), and shall continue for a period of 12 months
(the "Initial Term"). A list of the Products is attached as
Exhibit A of the Main Agreement.
2. Renewal:
a) This Agreement will automatically renew for successive
terms of one (1) year each (each, a "Renewal Term") unless
either party gives written notice of non -renewal at least
thirty (30) days before the end of the Initial Term or then -
current Renewal Term. The Initial Term and all Renewal
Terms shall be collectively referred to in this Agreement as
the "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
Customer provides notice of its intent not to renew the
Agreement for any given Renewal Term, under Section 2(a),
and 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.
3. Termination:
This Agreement may be terminated by either party at any
time and for any reason upon ninety (90) days' prior written
notice to the other party. Upon termination of this
Agreement by either party and for any reason, Customer
shall immediately pay all amounts then due to Company,
but Customer shall not be responsible for paying
subsequent fees due for the remainder of the then -current
Initial Term or Renewal Term.
4. Fees:
The Customer shall pay Company the service fee set forth
in Exhibit A of the Main Agreement, for the support and
maintenance services described in Section 5 of this
Agreement (the "PremierPro Support").
S. Support and Maintenance:
The 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,.Mondaythrough Friday)'
b.. Use -of- Company's toll free number for
PremierPro Support inquiries
c. On -Line technical diagnostic support
d. Software correction updates that are made
generally available to Company's customers
e. 24 Hours, 7 days per week, 365 days per year
support for emergency (system down or
inoperable) calls
f. Development work necessary to support
standard version updates to Customer's host
database (i.e. land management software, utility
billing software) and back -end database. This
requires two (2) weeks' notice prior to planned
system update in order to accommodate
scheduling of resources. Please contact
support@STlgov.com to schedule.
g. Quarterly Proactive System Review. Company
will perform, on a quarterly basis, 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-
spade.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.
h. 'Out -of -cycle' critical updates. Updates that meet
these criteria are intended to cure 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.
6. Support Services:
This Agreement does not include, and the fee set forth in
Exhibit A of the Main Agreement does not cover, support
services relating to the following items:
a) Any support or maintenance services relating to
Products that have been altered or modified by
anyone other than Company or a third party on
Company's behalf.
b) Hardware replacement or software errors as a result
of causes beyond Company's reasonable control.
c) Version upgrades, of host or backend database
softwa re.
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 Product 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 of this Agreement).
Upon Customer's request, Company may, in its discretion,
agree to provide one or more of the above -listed services in
this Section 6, at Company's then -current published hourly
rates or for a fixed fee. If Customer's payments under this
Agreement for PremierPro Support provided under Section
5 are current upon Customer's request for services
described in this Section 6, and Company agrees to provide
services described in this Section 6, Customer will receive
preferred rates for both standard and after-hours services.
7. Hardware Maintenance:
Company, at its sole discretion, may use new or refurbished
parts for the repair of any Company -provided hardware in
connection with performance of PremierPro Support or
services provided under Section 6 of this Agreement.
8. Customer Preventative Maintenance:
Customer shall perform all necessary preventative
maintenance as outlined in Company's Administrative
Guide, which may be updated from time to time by
Company. Notwithstanding anything to the contrary in this
Agreement, 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 for the support call and the services
required to service the Product, at Company's then -current
hourly rate.
9. Response Times:
Non -emergency support calls will be responded to within
one (1) business day, however most calls are handled within
two (2) hours of receipt. For PremierPro Support calls made
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
Resolution No. 2017-137
Page No. 29
support staff for response within four (4) hours. Non-
emergency calls will be directed to support personnel, and
will be responded to the next business day.
10. Customer Contacts:
Three (3) customer support contacts are allowed.
Additional contacts may be added at any time for an
additional $500.00 per contact per Initial Term or then -
current Renewal Term. Only Customer's customer support
contacts may contact Company for support services.
Customer's customer support contacts are as set forth on
Exhibit A of this Agreement Customer may change its
customer support contacts upon thirty (30) days' written
notice to Company.
11. Representations_ -and -Warranties; Warranty
Disclaimer:
TO THE MAXIMUM EXTENT PERMITTED -BY APPLICABLE
LAW, THE PREMIERPRO SUPPORT -SERVICES AND OTHER
SERVICES PROVIDED HEREUNDER, AND ALL ASSOCIATED
PRODUCTS, ARE PROVIDED TO CUSTOMER "AS IS" AND AS
AVAILABLE, AND COMPANY AND ITS SUPPLIERS DISCLAIM
ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF
THIRD PARTY RIGHTS. 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 is authorized to modify
this warranty disclaimer, or to make any warranties,
whether orally, in writing, or otherwise.
12. Limitation of Liability:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, PUNITIVE, EXEMPLARY, .
SPECIAL OR.INCIDENTAL DAMAGES, INCLUDING BUT NOT
LIMITED TO ANY LOST DATA AND LOST PROFITS, ARISING
FROM OR RELATING TO THIS AGREEMENT, THE -PRODUCTS,
AND/OR THE PREMIERPRO SUPPORT OR OTHER SERVICES
PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT.
COMPANY'S TOTAL CUMULATIVE LIABILITY IN
CONNECTION WITH THIS AGREEMENT, THE PRODUCTS,
AND THE PREMIERPRO SUPPORT OR OTHER SERVICES
PROVIDED OR CONTEMPLATED UNDER THIS AGREEMENT,
WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL
NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID TO
COMPANY HEREUNDER IN THE TWELVE- (12-) MONTH
PERIOD IMMEDIATELY PRECEDING THE ACTION THAT GAVE
RISE TO THE CLAIM. 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.
Resolution No. 2017-137
Page No. 30
13. Network Security Disclaimer:
13.1 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, and the software
does not provide any mechanism for security or privacy.
Specifically, the software relies fully on Customer's security
measures and implements no further security
infrastructure. Company makes no representations or
warranties to Customer regarding (i) the security or privacy
of Customer's network environment; or (ii) any third -party
technologies' or services' ability to meet Customer's
security or privacy needs. These third -party technologies
and services may include, but are not limited to, operating
systems, database management systems, web servers, and
payment- processing services. Customer is_ solely
responsibleforensu ring-asecure network environment.
13.2 Remote Access Security.
in order to enable code development, and Customer
support and maintenance of the Products, 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 which party provides remote access
software, it is 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 for ensuring a secure
network environment.
13.3 Outbound Services Disclaimer.
Outbound services are intended to create additional
methods of communication to Customer's employees who
use -the -Products in support -of existing processes. These
services are not intended to replace all interaction with
Customer's employees or become critical path. While the
outbound services have been created with the best
available tools and practices, they are dependent on
infrastructure that is inherently not fail -proof, including but
not limited to infrastructure such as software, computer
hardware, network services, telephone services, and e-
mail. Examples of situations that could cause failure include
but are not limited to: down phone lines, all lines busy,
equipment failure, email address changes, internet service
disruptions. For this reason, while outbound services are
valuable in providing enhanced communication, they are
specifically not designed to be used as the sole method to
deliver critical messages. Customer acknowledges that it is
aware of the potential hazards associated.with relying on
an automated outbound service feature, when using the
Products, and Customer acknowledges and agrees that it is
giving up in advance any right to sue or make any claim
against Company, and that Customer forever releases
Company from any and all liability, if Customer, or
Customer's employees, suffer injury or damage due to the
failure of outbound services to operate, even though
Customer does not know what or how extensive those
injuries or damages might be.
14. Government Contracts:
14.1 In the event that Company shall perform Services
under this Agreement in connection with any government
contract or in which Customer may be the prime contractor
or subcontractor for a government contract, Company
agrees to abide by all laws, rules, and regulations relating to
said government contract; provided that Customer
provides a copy -of the contract to Company prior to
execution of -this Agreement.
14.2 Company advises that, to -the extent allowed by law,
the resultant contract terms and pricing may be extended
to other State of California jurisdictions, public entities,
political subdivisions and government cooperative
purchasing group(s) whose processing requirements,
applications, specifications and standards coincide with the
processing requirements, applications, specifications and
standards herewith. The extension of this contract to any
entity is at the sole discretion of Company. A qualified
entity choosing to join this contract shall execute a separate
contract with the specifications, pricing, terms and rights
provided herewith, directly between the entity and
Company, and shall commit a separate purchase order and
pay for supplies and services by means of their individual
accounting and purchasing departments. Any processing
requirements, applications, specifications and/or standards
not covered herewith will be developed and priced
separately, based on the entity's additional requirements
and specifications, and appended to the new resultant
contract. The entity shall deal directly with Company
concerning the placement of orders, invoicing, contractual
disputes and all other matters. Failure to extend --this
contract to any entity --shall have no effect on the -
consideration of Company's current bids or agreements.
15. 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 will remain in effect notwithstanding the
unenforceability of any provision in Section 11.
16. 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
reasonable control of such party, provided that such party
uses reasonable efforts, under the circumstances, to notify
the other parry of the circumstances causing the delay, to
mitigate the harm or damage caused by such delay, and to
resume performance as soon as possible.
17. 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. Customer is not an agent
of Company and is not authorized to make any
representation, contract, or commitment on behalf of
Company, or to bind Company in any way. Company is not
an agent of Customer and is not authorized to make any
representation, -contract, or commitment on behalf .of
Customer, or to bind Customer in -any way. 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.
18. Governing law; Jurisdiction:
This Agreement will be governed by and construed in
accordance with the laws of the State of California, without
reference to its conflict of law provisions. The United
Nations Convention on Contracts for the International Sale
of Goods does not apply to and shall not be used to
interpret this Agreement. Any action or proceeding arising
from or relating to this Agreement must be brought in the
federal or state court located in San Diego County,
California.
19. Notice:
All notices, consents, and other communications 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 requested) to the other
party at the address set forth beneath such party's
signature, and will be effective upon receipt or three (3)
business -days after -being depositedinrthe mail -as required
above, whichever is sooner. Either party -may change its
address by giving notice of the new address to the other
party.
Resolution No. 2017-137
Page No. 31
20. Attomey's Fees:
In the event of a dispute between Customer and Company
concerning this Agreement, the prevailing party shall be
entitled to recover its reasonable attorneys' fees and
expenses from the other parry.
21. Survival.
Sections 3, 11.3, 12, 13-24 and the rights and obligations
therein will survive expiration or early termination of this
Agreement.
22. Waiver:
All waivers must be in writing. Any waiver or failure to
enforce 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.
23. Authority:
Any -person executing this Agreement in a -representative
capacity in so signing this Agreement acknowledges his or
her authority to do so and his or her authority to bind the
entity on whose behalf the Agreement is signed.
24. Entire Agreement:
This Agreement and the attached Exhibit(s), which are
incorporated into and made a part of this Agreement by this
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
not modify the terms and conditions of this Agreement or
have any force or effect.
25. Counterparts:
This Agreement may be signed in one or more counterparts,
each of which will be deemed to be an original copy of this
Agreement, and, when taken together, shall be deemed to
constitute one and the same agreement. Each party agrees
that the delivery of this Agreement by facsimile
transmission or by PDF attachment to an e-mail
transmission will be deemed to be an original of the
Agreement so transmitted and, at the request of either
party, the other party will confirm facsimile or e-mail
transmitted signatures by providing the original document..
[Signature Page Follows)
Resolution No. 2017-137
Page No. 32
In Witness Whereof, the parties have caused this Agreement to be executed by their duly authorized representative.
Selectron Technologies, Inc.
Customer:
By: Todd A. Johnston
By:
Signed:
Signed:
Title: President
Title:
Date:
Date:
Address: 12323 SW 66' Avenue
Address:
Portland, OR 97223
Resolution No. 2017-137
Page No. 33
EXHIBIT A
Products and Licenses for which Company will Provide PremierPro Support
On=PrPmiseRelay ermrtPack interat-tiveVeice .Response Solution T4 ort) R
Virtual Server Setup & Configuration
Solution Design and Development to Include the Following Functionality:
Base
• Schedule Inspections • Speak Site Address
• Cancel Inspections • Permit -Based Messaging
• Obtain Inspection Results • Relay Portal for Administration & Reports
• Post Inspection Results
Add -Ons
-•- Spanish Language
• Spanish Translation & Professional Voice Recording for Base IVR Prompts
• English Professional Voice Recording for Base IVR Prompts
• English Professional Voice Recording for Street Words (Up to 3,000 words)
Relay CloudServices Outbound���" .� `� ��"�' '�`
Solution Design and Development to Include the Following Outbound Notifications:
• Expiring Permits Notification
• Inspection Time Notification
• Plan Review Status Notification
• Automatic Results Notification
• Spanish Language for all 4 Notifications
• Transfer to Relay IVR
Includes up to 10 User Licenses
Solution Design and Development to Include -the -Following F-unctionality:
• Field Portal
• Assignment Manager
• Base Location Services
• Review Center
Notes:
• Contract Execution Date is defined as the earlier of the Customer document signature date or Customer Purchase
Order date for purchased product. If no dates are identified by Customer, Company signature date will then be
identified as the effective date.
• Support coverage dates will be adjusted to reflect actual Contract Execution Date.
• Future service fee estimates for Renewal Terms are not a guarantee that Company will agree to automatic renewal of
this Agreement, and future service fee estimates shall not affect Company's right to provide notice of non -renewal
under Section 2 of the Agreement.
Resolution No. 2017-137
Page No. 34
Customer Support Contacts
Company Name:
Address:
City:
Contact:
Contact:
Contact:
Group Email for- all_three-contacts:-
State: _ Zip: _
Email Telephone:
Email Telephone:
Email Telephone:
Resolution No. 2017-137
Page No. 35
EDIT F
SELECTRON TECHNOLOGIES, INC. STATEMENT OF WORK
19 1 City of Chula Vista Agreement No.: 17082
Consultant Name: SELECTRON TECHNOLOGIES, INC. Rev. 05/30/17
Resolution No. 2017-137
Page No. 36
Selectron
T E C H N O L O G I E S, I N C
Statement of Work
Chula Vista, CA
Relay
Permits
RCS Outbound
1. Overview......................................................................................................2
1.1. Revision History ................................................................................................................ 2
2. Functionality.................................................................................................3
7.1. The Relay Platform...........................................................................................................
3
2.2. Permit Pack.......................................................................................................................
3
2.3. Relay Cloud Services Outbound.......................................................................................
4
2.4. Languages.........................................................................................................................6
3. System Integration........................................................................................6
3.1. Application Database..................................................................._......................................
6
3.2. Telephony Integration...............................:......................................................................
7
4. Deployment Model.......................................................................................8
5. Administrative Tasks.....................................................................................9
5.1. Run System Reports.........................................................................................................
9
5.2. Schedule Outbound Campaigns.......................................................................................9
6. Responsibilities...........................................................................................10
6.1. Selectron Technologies, Inc............................................................................................
10
6.2. Chula Vista, CA...............................................................................................................
12
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1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to Chula Vista, CA (Chula Vista or Customer). The features, functionality, and services are
provided through Selectron Technologies' Relay communication platform (Relay).
1.1. Revision History
Version # Details Date
1.0 Initial Release 6/30/2017
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2. Functionality
This section details the functionality of each application included in Relay. All functions and features
are dependent upon the accessibility of Chula Vista's Accela Civic Platform application database to
provide the given data to Relay.
2.1. The Relay Platform
Chula Vista's solution is powered by Selectron's Relay platform. Relay is a multi-
channel, multi -agency platform that is designed to connect customers, constituents, and
field workers to government agencies and utilities. Relay offers interactive voice
response (IVR), web, mobile,, outbound,.call center agent, and field worker capabilities
all ins-single platform.
The following sections detail the functionality that will be implemented for Chula Vista.
Additional channels, applications, and integrations that are not specified in this SOW are
not included, but may be able to be added to the system under a supplemental
statement of work. Please contact your Selectron representative for more details for
additional functionality.
2.1.1. Application Packs and Channels
Chula Vista's solution includes the following application pack and channels:
• Application packs:
o Permits Pack
• Channels:
o IVR
o Outbound
2.2. Permit Pack
Chula Vista will be configured with the Relay Permit Pack. The Permit Pack offers Chula
Vista's_ customers-with.a central point of access for permit information and services.
Callers will be able to enter a permit number and perform the following actions:
• Contractor Menu
o Access inspection results
o Permit based messaging
o Schedule inspections
o Cancel inspections
o. Hear site address for the permit
• Inspector Menu
o Post inspection results
o Post correction codes
o Leave Message for contractor
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All permit, inspection, and/or code information is made available through an API to the
Accela Civic Platform application database. For any of the features detailed below to
function as described, data must be available in this database to be presented to users.
2.2.1. IVR Channel
The IVR Channel for the Permit Pack provides callers with an Interactive Voice Response
(IVR) system for accessing and posting permit information. The IVR offers functionality
in the form of a Contractor Menu and an Inspector Menu.
Using the Contractor Menu, a contractor can enter a permit number to access permit
information and functions. Upon _entering a valid permit number, the user can schedule,
reschedule; and/or cancel -inspections. After_an_inspection has been scheduled/
Tescheduled/canceled, the caller will receive a confirmation number. Additionally,
contractors can use the IVR to access inspection results, including any associated
correction codes and descriptions. Finally, the contractor can access messages left for
them by an inspector, or leave a message for an inspector.
Using the Inspector Menu, accessible via a hidden main menu option, an inspector can
enter a permit number to post inspection results via the IVR. When posting results, the
caller will need to enter a valid Inspector PIN number (or some other validation number
to be determined during implementation). The PIN can be determined by Chula Vista,
but must be validated by the Accela Civic Platform database. When posting results,
inspectors can add correction codes as well as leave a message for the contractor.
If desired, callers can be given the option to transfer to an agent. If a caller requests a
transfer, the Relay IVR performs a transfer to a number specified by Chula Vista.
2.3. Relay Cloud Services Outbound
Relay Cloud Services (RCS) Outbound provides Chula Vista with a multi -channel
outbound communication plat -form -capable. -of sending Voice, SMS, and email messages
to citizens. -Two -kinds -of notifications can be -sent: Targeted Notifications, which include
dynamic account data and are designed to be sent to specific recipients; and Static
Notifications, which do not include customer -specific data and are designed as more
'general information' style messaging. Static Notifications can be designed and recorded
by Chula Vista staff using the Relay Portal.
With transfers enabled, call recipients will be able to request a transfer to an external
number directly from the outbound call. Each transfer made in this way is treated as an
additional call and counted against Chula Vista's outbound message bundle. A "call" is
defined as any valid telephone connection (does not include telephony errors and no
answers). A single call is up to 4 minutes in length; each subsequent period up to 4
minutes is considered an additional call.
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Chula Vista's RCS Outbound will include targeted notification messaging in the following
language(s): English, Spanish.
Dynamic Notifications require development and are designed during the
implementation process. This project includes the following Dynamic Notifications:
2.3.1. Automatic Results Notification
During the inspection scheduling process, the permit holder may request to be
contacted when results have been posted by the inspector. After selecting this option,
the permit holder is prompted to enter their telephone number.
After inspectors have posted the -results -of an. -inspection, permit holders that -have
opted in are contacted with the notification. The Automatic Results Natification
provides the following information: the permit number, inspection type, inspection
result, and the date of inspection. If the call is answered by voice mail, a generic
message is played stating that a result was posted to the inspection, but the actual
result is not played.
2.3.2. Expired Permits Notification
The Expired Permits Notification contacts permit holders about their expiring and
expired permits. It includes the following information: the permit number and the
expiration, or expired, date. The date and time of notification delivery, relative to the
expiration date, can be configured during the implementation process to fit the
Customer's business rules.
2.3.3. Inspection Time Notification
During the inspection scheduling process, the permit holder may request to be
contacted when the -inspection has been scheduled. After selecting this option, the
permit holder is prompted to enter their telephone number.
After the inspection has been scheduled, and the inspector has updated the permitting
database with the inspection time, permit holders are contacted. The Inspection Time
Notification includes the following data: the permit number, inspection type, inspection
date, and the inspection time, if available.
2.3.4. Plan Review Status Notification
The Plan Review Status Notification sends plan review status details to a permit holder
during the inspection process. Information may include department stop, the review
status for each stop, and the date completed for each stop.
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The exact data to be displayed on the Plan Review Status Notification template will be
determined during the implementation process.
2.3.5. Static Notifications
Chula Vista will be able to send Customer -defined static notifications to citizens via
phone, email, or SMS text. Chula Vista is responsible for defining and configuring these
notifications, which can be done via the Relay Portal. Training for configuring and
recording static notifications will be provided at the end of the implementation process.
2.4. Languages
The Customer's Relay a ppiication-will-be-configured to support English and -the following
otherlanguage(s):
• Spanish
The additional language module(s) enables the solution to support non -English-language
users. Additionally, all dates, numbers, ordinals, currencies, and letters are translated
(and voice recorded) to the proper language.
The professionally -recorded prompts use a vocabulary and dialect predetermined by
Selectron. Additions and changes to the prompts to account for regional differences are
subject to time and materials billing.
Chula Vista will be able to define a transfer destination for each language available on
the IVR.
3. System Integration
Depending on the implemented features, Relay requires varying levels of integration with other
Chula Vista components. These _are described in the following sections.
3.1. Application Database
It is anticipated that Selectron will be integrating with Chula Vista's new Accela Civic
Platform application database. All data -based interactivity on the solution is reliant
upon data being available via the application vendor APIs. Selectron assumes the new
system is available for data access as part of testing activities.
During the implementation phase, if data elements are identified as necessary but are
not available via the included APIs, the project will be impacted. This may affect the
implementation timeframe and will result in additional professional services fees.
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3.2. Telephony Integration
This project includes Analog Dialogic Media Gateway integration.
• Selectron will provide an Analog Media Gateway Device and HMP Licenses for
four (4) voice ports
• The City will provide analog phone lines
The existing 4 -port CT ADE license software and key will be updated to the latest
version; the City will send the existing 4 -port CT ADE license key back to Selectron after
cutover to the new Production IVR (with new key). Otherwise, standard costs for a new
license key will apply.
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4. Deployment Model
This implementation of Relay will be deployed on premise at Chula Vista. The Customer has elected
to provide the components necessary to run the Relay solution. As such, Chula Vista will be
providing 1 virtual server for the solution.
For virtual or physical servers, Relay requires these minimum specifications:
• quad -Core Intel Processor
• 16gb RAM
• 250gb RAID 5 drives
• MS Windows 2012 R2, 64-bit
•- ESXi-v5.1-(or newer) or Hyper -V Gen 1
Chula Vista's solution -is licensed for:
• Four (4) inbound IVR ports allowing for up to four concurrent calls
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S. Administrative Tasks
This section details administrative tasks that can be performed in order to manage Relay. All system
administration for Relay is handled through the Relay Portal web application. An administrator from
Chula Vista will be provided with user credentials for the Relay Portal application during the
implementation process. Additional users can be created by the administrator as needed.
Permissions can be assigned on a per -user basis; permissions govern the functionality available to a
given user.
The Relay Portal provides Chula Vista administrators with a single platform for viewing system usage
and health, running reports, and configuring various system settings. The Relay Portal is supported
on..all.modern,.."evergreen" browsers including: -Chrome, Firefox,.1E10+, Microsoft Edge, and Safari.
5.1. Run'System Reports -
Chula Vista administrators will be able to run system reports via the Relay Portal.
Reports that can be run by the administrator include:
• Call Statistics
• Call Activity
• Call Detail
Chula Vista will also be able to run Outbound Campaign reports, including:
• Campaign Summary
• Completed Messages
• Failed Messages
• Import Errors
5.2. Schedule Outbound Campaigns
Using the Relay Portal, administrators can create, edit, and review outbound campaigns
made using Relay Outbound. Each instance of an outbound campaign must be
scheduled individually. This includes selecting the-.type-of-.notification,-the-date/.time of
delivery, and (for static notifications) the configuration of the message.
The administrator will also need to upload a contact list in .csv format for the
notification. The exact formatting of the .csv file will vary depending on the notification.
being scheduled. Selectron will provide Chula Vista with example .csv files for the
configured notifications included in this project, as well as assistance in generating'the
outbound call list.
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6. Responsibilities
6.1. Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service initiation
and operation.
6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service implementation. The
-Project Manager is the Customer's primary contact at Selectron Technologies and
coordinates all necessary communication and -resources.
6.1.2. Provide Documentation
The Project Manager provides the Customer with the following documents to help
facilitate the service implementation process:
• Implementation Questionnaire- gathers critical information needed to
setup and initiate the service. This includes information on the toll-free
numbers, call volume, APIs.
• Remote Access Questionnaire- details information needed by Selectron
Technologies to remotely access the Customer's network and application
database, prior to system initiation, to allow for complete system testing:
• Implementation Timetable- details project schedule and all project
milestones.
• Quality Assurance Test Plan- assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
• Service Acceptance Sign -off Form- indicates that the Customer has verified
service functionality.
6.1.3. Develop Channel Design
The Project Manager works with the Customer to develop and complete the following -
portions of channel design:
• IVR call flow design
• Outbound messaging configuration
Software development cannot begin until these design elements are completed and
approved by the Customer.
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6.1.4. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.5. Provide Installation and Administrative Training
Selectron will provide two days of onsite installation and training for Chula Vista's Relay
solution.
--6.1.6. -.Provide Marketing -Materials
Selectron Technologies provides -marketing-collatera I that the Customer can use to
promote the interactive solution to citizens. Marketing collateral includes a poster, tri -
fold brochure, and business card; standard templates for each item are used. Collateral
is provided to the Customer in PDF format (original Adobe InDesign files are provided
upon request).
Marketing collateral will be provided for each department included in this project.
Selectron Technologies' Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. Information displayed includes the
following:
• IVR phone number(s)
• Department logo (preferably in EPS format)
• Department address
• A description of functionality
• Additional contact/informational phone numbers
• Samples: where to find account/ permit/ case numbers, etc.
Any changes to the collateral that do not include the items listed above (e.g., design
changes to the template) are billed on a time and materials basis. Any changes to the
marketing materials after final delivery are also billed on a time and materials basis.
6.1.7. Interface Upgrades
After service initiation, Chula Vista's Accela Civic Platform database application may
release new updates to their application or its interface. Upgrading the Relay interface
to be compatible with any Chula Vista application database (or other application
database software) may require professional services outside the scope of this service.
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6.1.8. On-going System Maintenance
Selectron Technologies' support plan includes a 1 -year warranty (starts upon contract
execution or PO receipt, whichever comes first) followed by an annual Support and
Maintenance Plan; repair or replacement of any failed hardware or software
component; a toll-free support line; and dial -in technical support for the solution. Refer
to the Contract for more information.
The City will be responsible for building and installing the virtual server on the City's
virtual server environment. Virtual Server & OS will not be covered under the City's
Support & Maintenance Agreement with Selectron.
6.2. Chula Vlis-ta, CA
This section outlines the Customer's_ service implementation and maintenance
requirements and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Chula Vista with an implementation
questionnaire. The implementation questionnaire must be returned prior to developing
the call flow design and the implementation timetable.
6.2.2. Provide Customer Specific Information
The following information should be supplied to Selectron Technologies, in conjunction
With the Implementation Questionnaire, to help create a precisely integrated product.
For further clarification on the format and detail of the following data, refer to the
Implementation Questionnaire or contact your Selectron Technologies' Project
Manager.
• Street names
• Observed holidays
+ Extensions -_used for -transfer functions
• Permit status codes and types
• Inspection types and descriptions
• Validations used for scheduling an inspection
• Correction codes and descriptions
• Permit numbering scheme
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6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by
Selectron Technologies' Project Manager. This includes reviewing:
• Call flow for the IVR solution
• Outbound messaging format
Once the channel design(s) have been approved, software development begins.
6.2.4. Provide Remote Network Access to Application Database(s)
in orderto-fully test:the-interactive.solution,.Selectron Technologies requires access to
Chu la-Vista's-application-database.(s).:prior-to. installation. Selectron Technologies'
Project Manager provides.a Remote. Access Questionnaire to help -Chula -Vista identify—
the necessary requirements.
If remote access is not granted, the Customer should inform the Project Manager
immediately. While system installation can be successful without prior access to the
database, additional, post -installation development and testing time will be necessary,
significantly delaying system activation.
6.2.5. Provide System Access
Selectron Technologies requires access to the Customer's network and database/
system. Changing or deleting access accounts could lead to disruption in service for the
interactive solution and/or Selectron Technologies' ability to provide timely support.
Please notify Selectron Technologies immediately if the accounts for the Application
Database or network are modified. Chula Vista is responsible for providing Selectron
with appropriate application database network access as defined in the System
Integration section.
6.2.6. Confirm Service Functionality
Chula Vista, CA has 30 calendar days after service initiation to verify the functionality of
the interactive solutions. Within the 30 -day system acceptance period the Customer
should test system functionality using the provided Quality Assurance Test Plan.
Additionally, the System Acceptance Sign -off form must be sent to Selectron
Technologies' Project Manager within this period. .
6.2.7. Decommission Existing Production v3 VoicePermits IVR Server
In accordance with the Software License Agreement, the City agrees to decommission
the existing Production VoicePermits IVR (on a physical server) after cutover to the
new/upgraded Relay Permit Pack IVR (on a virtual server). Selectron's Project Manager
will work with the City on software deletion, and will need signoff for confirmation.
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6.2.8. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
Will A) change system behavior, B) allow users to change the system, or C) allow access
to protected data.
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Statement of Work
Chula Vista; CA
Field -Portal
1. overview......................................................................................................2
1.1. Revision History ................................................................................................................ 2
2. Functionality.........................................:.......................................................3
2.1. Field Portal....................................................................................................................... 3
3. System Integration........................................................................................5
3.1. Application Database Interfaces...................................................................................... 5
3.2. Field Client........................................................................................................................ 5
4. Deployment Model.......................................................................................6
5. Administrative Tasks.....................................................................................7
5.1. Manage User Profiles....................................................... .................................................. 7
6. Responsibilities.............................................................................................8
6.1. Selectron Technologies, Inc.............................................................................................. 8
6.2. Chula Vista, CA................................................................................................................. 9
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1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Seiectron) to Chula Vista, CA (Chula Vista or Customer). The features, functionality, and services are
provided through Selectron Technologies' inspector management and administration tool (Field
Portal).
1.1. Revision History
Details Date
1.0 Initial Release 7/5/2017
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2. Functionality
This section details the functionality of the Field Portal. All functions and features are dependent
upon the accessibility of Chula Vista's Accela Civic Platform application database to provide the
given data to Selectron.
2.1. Field Portal
The Field Portal is a web -based location services and assignment management tool
designed for supervisors and managers in the back office. With Field Portal, you can
view inspector locations in real time, make instant assignment changes, and review
work done in the held. -.--
The following -sections detail the functionality that will:be implemented for Chula Vista.
Additional features and integrations that are not specified in this SOW are not included,
but may be able to be added to the system under a supplemental statement of work.
Please contact your Selectron representative for more details for additional
functionality.
2.1.1. Features
All inspection/permit information is made available through an API to the Accela Civic
Platform application database. For any of the features detailed below to function as
described, data must be available in this database to be presented to users.
The Field Portal offers Chula Vista's supervisors tools to balance workloads and monitor
field crews. Supervisors will be able to manage inspector assignments and locations via
the Inspector Management Suite, including:
2.1.1.1. Assign Center
The -Assign Center is used for workload management; allowing supervisors to
assign, reassign and unassign-inspections;-view-inspector locations; and auto -
assign inspections based on skill sets and other parameters.
2.1.1.2. Review Center
The Review Center can provide real-time reporting through several tabbed
tables with inspector and inspection data. All data can be filtered by a date
range as well as sorted through column headers. If the data is available from the
Field Client, supervisors can view the following information via this center:
• Results
• Attachments
• Notices
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2.1.1.3. Manage Center
The Manage Center is where administrators can configure the Field Portal
application as well as create, edit, and delete new users. Administrators can
create new users with permissions around various screens and types of data,
assign inspections to inspectors, and assign inspectors to supervisors.
Additionally, supervisors can manage their assigned inspectors.
2.1.1.4. Licensing
Chula Vista's solution is licensed for:
• Ten -(10) Field -Portal user licenses
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3. System Integration
Depending on the implemented features, the Field Portal requires varying levels of integration with
other Chula Vista components. These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Chula Vista's Accela Civic Platform
application database. All data -based interactivity on the solution is reliant upon data
being available via the application vendor APIs.
During the implementation.phase, if data -elements are identified as -necessary -but -are
not available via -the_included-APls,the project will -be .impacted : This -may affect the
pl
_imementation timeframe and will result in additional .professional services fees.
3.2. Field Client
Selectron anticipates integrating with Chula Vista's Accela Mobile Office field client. If
the data is available via the API, Selectron can pull reviews, notices, and attachments to
be accessible within the Field Portal.
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4. Deployment Model
This implementation of Field Portal will be deployed in Selectron's single -tenant hosted
environment. Selectron's hosting facility is a co -located data center featuring keyed entry and
individual server locks for security. With a hosted solution, Selectron owns all hardware and is
responsible for security, ongoing maintenance, and proactive support. As such, Selectron will be
providing the necessary hardware and software.
Selectron will work with Chula Vista to build a secure VPN tunnel for real-time read/write
functionality between the hosted Field Portal server and the Application Database. Secure
-connection-options may include client -level TLS or a -persistent IPSec VPN. Each option requires
-specific-ports to be -opened -for -communication. Depending -on -the application database integration,
-these ports vary-
The-Field
aryThe Field Portal is a lightweight web application, optimized for desktop use.
Browsers
• The Field Portal supports the most recent versions of Chrome and Internet Explorer.
Geographic Information System
• ESRI 9.3+ (and others supported by Leaflet)
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S. Administrative Tasks
This section details administrative tasks that can be performed in order to manage the Field Portal.
All system administration for the Field Portal is handled through the Manage Center. An
administrator from Chula Vista will be provided with user credentials for the Field Portal application
during the implementation process. Additional users can be created by the administrator as needed.
Permissions can be assigned on a per -user basis; permissions govern the functionality available to a
given user.
5.1. Manage User Profiles
Using the Manage Center, administrators can create, edit, delete -and -manage user
accounts for each -.inspector. -Each -inspector -will --be assigned a user ID, -assignment
configuration; and -permissions. -The administrator_can-_also.-assign_a specific supervisor
to each inspector.
5.1.1. Configure Field Portal
Administrators can manage configurations and settings, including automatic assignment
for areas, skill sets, and other parameters; and the cap on the total number of
inspections allowed for one inspector in a day.
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6. Responsibilities
6.1. Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service initiation
and operation.
6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service implementation. The
Project Manager is the Customer's primary contact at Selectron Technologies -and
coordinates all-necessarycommunication-and resources.
6.1.2. Provide Documentation
The Project Manager provides the Customer with the following documents to help
facilitate the service implementation process:
• Implementation Questionnaire- gathers critical information needed to
setup and initiate the service.
• Remote Access Questionnaire- details information needed by Selectron
Technologies to remotely access the Customer's network and application
database, prior to system initiation, to allow for complete system testing.
• Implementation Timetable- details project schedule and all project
milestones.
• Quality Assurance Test Plan- assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
• Service Acceptance Sign -off Form- indicates that the Customer has verified
service functionality. -
6.1.3. Perform Quality Assurance. Testing
Selectron Technologies thoroughly tests all applications and integration -points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.4. Provide Installation and Administrative Training
Selectron will provide remote training for the Field Portal solution. All installation is
handled by Selectron technical staff at our remote hosting facility.
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6.1.5. Interface Upgrades
After service initiation, Chula Vista's Accela Civic Platform database application may
release new updates to their application or its interface. Upgrading the Field Portal
interface to be compatible with any Chula Vista application database (or other
application database software) may require professional services outside the scope of
this service.
6.2. Chula Vista, CA
This section outlines the Customer's service implementation and maintenance
requirements and responsibilities.
6.2.1. Return Questionnaires and_Iriformation
Selectron Technologies' Project Manager provides'Chula Vista with an implementation
questionnaire. The implementation questionnaire must be returned prior to developing
the implementation timetable.
6.2.2. Provide Remote Network Access to Application Database (s)
In order to fully test the interactive solution, Selectron Technologies requires access to
Chula Vista's application database(s) prior to installation. Selectron Technologies'
Project Manager provides a Remote Access Questionnaire to help Chula Vista identify
the necessary requirements. The Customer will help facilitate communication between
Selectron and the database vendor.
6.2.3. Provide System Access
Selectron Technologies requires access to the Customer's network and database/
system. Changing or deleting access accounts could lead to disruption in service for the
interactive solution and/or Selectron Technologies' ability to provide timely support.
Please notify Selectron Technologies immediately if the accounts for the Application
Database or network are modified. Chula Vista is responsible for providing Selectron
with appropriate application database and network access as defined in the System
Integration section.
6.2.4. Confirm Service Functionality
Chula Vista, CA has 30 calendar days after service initiation to verify the functionality of
the interactive solutions. Within the 30 -day system acceptance period the Customer
should test system functionality using the provided Quality Assurance Test Plan.
Additionally, the System Acceptance Sign -off form must be sent to Selectron
Technologies' Project Manager within this period.
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Deal Value.
Resolution No. 2017-137
Page No. 59
MSelectron
TECHNOLOGIES, INC
6.2.5. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system, or C) allow access
to protected data.
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Real Value.