HomeMy WebLinkAboutSELECTRON TECHNOLOGIES INC - CONTRACT - AGREEMENT MISC - SELECTRON TECHNOLOGIES INCPROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is entered into by and between Selectron Technologies, Inc., an
Oregon corporation and its successors and assignees (collectively, “Company”) and the City of Fort Collins, Colorado, (the
“Customer”).
1. Engagement of Services.
Subject to the terms and conditions of this Agreement,
Company will render the services set forth in the Scope of Work
attached to this Agreement as Exhibit A and B (the “Project” or
the “Services”). Exhibit A outlines the services to be provided,
any associated products, and the prices. Exhibit B provides a
detailed description of the services, and any associated
products, to be provided under this Agreement. From time to
time, the parties may enter into additional Scopes of Work, in
substantially the same form as that set forth in Exhibits A and
B, for additional Services. The manner and means by which
Company chooses to complete the Project are in Company’s
sole discretion and control. Customer will, at its sole expense,
make its facilities and equipment available to Company when
necessary. Company, in its sole discretion, may have the
Services performed by a third party/independent contractor,
provided that any such third party/independent contractor
agrees in writing to the terms of this Agreement.
2. Hardware.
Pursuant to this Agreement, and in combination with any
Company software (which shall be licensed pursuant to a
separate software license agreement), Company shall provide
Customer with third-party hardware solely for use with
Company Software (the “Hardware), as set forth in Exhibit A
and/or B. As between Customer and Company, Company shall
maintain ownership of the Hardware and all rights, titles, and
interest therein, until Customer has paid the entire Fee, as
described in Section 3.1 below. While the Fee is being paid,
Customer shall have a limited, non-transferable, and revocable
license to use the Hardware solely in connection with
Customer’s use of the software. Once Customer has paid the
entire Fee, Customer shall own the Hardware (but Customer
shall not own the Company software under any circumstances).
Customer agrees that, until the entire Fee is paid, Customer shall
be responsible for the cost of the Hardware if damaged (normal
wear and tear excluded) while in Customer’s possession or under
its control. Customer acknowledges and agrees that nothing in
this Agreement shall be interpreted or construed to affect the
terms and conditions under which Customer uses the Company
software.
Customer is entitled to all third-party manufacturer warranties
as they apply to the specific Hardware provided. Manufacturer
warranty dates are based solely on the specific manufacturer
terms and conditions. Customer acknowledges and agrees that
Company shall have no obligations regarding the manufacturer
warranties of the Hardware, and that Company expressly
disclaims all warranties with respect to the Hardware, except
for the warranty in Section 6.3 below.
3. Compensation.
3.1 Standard Compensation.
Customer will pay Company a fee for services rendered under this
Agreement as set forth in the Project(s) undertaken by Company,
which fee shall also cover use of the Company software (licensed
under a separate software license agreement) and use of the
Hardware (the “Fee”). Customer shall be responsible for all
expenses incurred, that are set forth in Exhibit A of this
continue to pay the Fee, as originally set forth in the Scope of
Work.
4. Independent Contractor Relationship.
Company’s relationship with Customer will be that of an
independent Contractor and nothing in this Agreement should be
construed to create a partnership, joint venture, or employer-
employee relationship. 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.
5. Proprietary Information.
During the Term of this Agreement and after the termination of
this Agreement, the parties will take all steps reasonably
necessary to hold the other party’s Proprietary Information in
confidence, will not use the other party’s Proprietary Information
in any manner or for any purpose not expressly set forth in this
Agreement, and will not disclose any such Proprietary
Information to any third party without the disclosing party’s
express prior written consent, except as provided by law or by
the Colorado Open Records Act. “Proprietary Information”
includes, but is not limited to (a) trade secrets, inventions, ideas,
processes, formulas, source and object codes, data, other works
of authorship, know-how, improvements, discoveries,
developments, designs and techniques; and (b) information
regarding plans for research, development, new products,
marketing and selling, budgets and unpublished financial
statements, licenses, prices and costs, suppliers and customers;
and (c) information regarding the skills and compensation of
employees . Nothing will be considered to be Proprietary
Information if (1) it is readily available to the public other than by
a breach of this Agreement; (2) it has been rightfully received by
the receiving party from a third party without confidential
limitations; (3) it has been independently developed by the
receiving party without reference to or use of the disclosing
party’s Proprietary Information; or (4) it was rightfully known to
the receiving party prior to its first receipt from the disclosing
party. The receiving party shall be entitled to disclose the
disclosing party’s Proprietary Information if required by law or a
judicial order; provided that the receiving party first provides
prompt notice of the required disclosure to the disclosing party,
and complies with any protective or similar order obtained by the
disclosing party limiting the required disclosure.
6. Representations and Warranties; Warranty Disclaimer.
6.1 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.
6.2 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.
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.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY 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
AGREEMENT, THE SERVICES PROVIDED OR CONTEMPLATED
HEREUNDER, AND THE HARDWARE AND RELATED
DOCUMENTATION. COMPANY’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 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.
8. This Section Intentionally Left Blank
9. Network Security Disclaimer
9.1 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 the 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 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, ControlIT, 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
software and Hardware, and Company may terminate
Customer’s access to the software. Company may require that
Customer return the Hardware to Company and/or allow
Company access to Customer’s facility to retrieve the Hardware.
Such termination shall not relieve Customer of its obligation to
immediately pay all amounts then due to Company.
11. Government Contracts.
11.1 In the event that Company shall perform Services under
this Agreement in connection with any government contract in
which Customer may be the prime contractor or subcontractor
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.
11.2 Company advises that, to the extent allowed by law, the
resultant contract terms and pricing may be extended to other
State of Colorado 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.
12. General Provisions.
12.1 Governing Law; Jurisdiction.
This Agreement will be governed by and construed in
accordance with the laws of the State of Colorado without
reference to its conflicts 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 Larimer County, Colorado.
12.2 Severability.
If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible under
applicable law and the remaining provisions will continue in full
force and effect. Without limiting the generality of the foregoing,
Customer agrees that Section 7 will remain in effect
notwithstanding the unenforceability of any provision in Section
6.
12.3 Notices.
All notices, consents and approvals under this Agreement must
be delivered in writing by courier, by electronic facsimile (fax), or
by certified or registered mail (postage prepaid and return receipt
authority to do so and his or her authority to bind the entity on
whose behalf the Agreement is signed.
12.10 Entire Agreement.
This Agreement and the attached Exhibits A and B, 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.
12.11 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]
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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 66th Avenue Address:
Portland, OR 97223
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11/30/2015 11/30/2015
Fort Collins, CO 80522
215 North Mason
Director of Purchasing & Risk Management
Gerry Paul
Exhibit A
SCOPE OF WORK
RELAY APPLICATION PACKS
Quantity Item Unit Price Extended Price
2 BASE APPLICATION PACKS
1 Permit Pack $35,000 $35,000
1 APPLICATION ADD ONS
1 Language Add On(s) - Spanish See Details $5,250
RELAY APPLICATION PACKS SUBTOTAL $40,250
CHANNEL LICENSES
Quantity Item Unit Price Extended Price
6 PRODUCTION LICENSES
6 IVR Channel License (per port) English Only $2,000 $12,000
2 TEST/ FAILOVER LICENSES
2 TEST IVR Channel License (per port) $1,000 $2,000
CHANNEL LICENSE SUBTOTAL $14,000
INFRASTRUCTURE & THIRD PARTY COMPONENTS
Quantity Components Unit Price Extended Price
2 Client Provided Virtual Machine Setup $1,500 $3,000
HARDWARE & THIRD PARTY COMPONENTS SUBTOTAL $3,000
CONFIGURATION & CUSTOMIZATION SERVICES
Quantity Tasks Unit Price Extended Price
1 Base Configuration & Project Services
Standard Project Management, Requirements, Design, Quality Assurance, Installation,
Documentation, Training
Included Included
TOTAL BASE RELAY INVESTMENT $57,250
Required Items Not Included with Relay
• Phone Lines & Network Services Required to Support the Installation
• Required Host Interface (Please Contact Accela Automation to purchase, if applicable)
• Host Interface Components Must Be Installed and Functioning Prior to Development
• Relay Does Not Include Merchant Account Provider Costs or Associated Fees, Payment Gateway Costs or Fees
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SELECTRON PRODUCT AND SERVICE
PRICING & PAYMENT INFORMATION
PAYMENT TERMS
25% Invoiced at delivery of initial project questionnaire
25% Invoiced at completion of on-site installation
25% Invoiced 30 days after on-site installation
25% Invoiced upon final acceptance
The initial invoice is sent once the project team has engaged and delivered the initial project questionnaire. This
enables Company to purchase necessary hardware, fund on-site expenses and invest the technical support hours to
design and develop the application for Customer’s jurisdiction.
The second invoice is sent at the completion of the on-site installation and training phase of the implementation, or
when the system is available for Customer testing at Customer site.
The third invoice is sent thirty (30) days after the completion of the on-site installation, which will give the Customer
the opportunity to carefully test all functions and requirements as defined by the Agreement and agreed upon call
flows. It is the Customer’s responsibility to supply adequate staff to ensure full testing is completed in a period not to
exceed thirty (30) days.
The final invoice is sent after the system has completed the final testing and acceptance and been put into production.
Phased Implementation: When a phased implementation is mutually agreed to, the same payment terms will be
applied to each phase.
Hardware Restocking Fee: In the event that use of the software requires different third-party hardware than what
was originally provided to Customer, Customer will be charged a fifteen percent (15%) restocking fee to return such
hardware and have it replaced with alternative hardware.
Taxes: Sales Tax or any other applicable taxes are not included in any of the pricing information in this Exhibit. If Sales
tax or any other tax becomes applicable, these taxes will then need to be added to the pricing.
Payment Terms: Terms are net 30 from date of invoice. Past due invoices are subject to a 1.5% per month late fee,
or the maximum interest rate allowed by law, whichever is lower.
ADDITIONAL INFORMATION
Time-and-Materials-Based Services:
Company will provide custom programming and non-warranty maintenance customer support on a time-and-materials
basis.
Requested design, programming, testing, documentation, implementation work, and customer support approved by
Company will be performed at Company’s then-current standard published billing rates. Company will issue a quote
and Scope of Work to Customer, which Customer must sign and return to Company before work can begin or be
scheduled.
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Additional Training and On-Site Support:
All travel and associated travel expenses for the on-site installation work during the initial setup are included in the
Fee set forth above.
If Customer requests additional on-site work, travel and out-of-pocket expenses will be billed at $1,750.00 per day
(minimum of 2 days) with at least 15-day advance notice from Customer. If 8-14 days advance notice is provided by
Customer, the rate increases to $2,000.00 per day (minimum of 2 days), and if the notice is less than 7 days, the rate
increases to $2,500.00 per day (minimum of 2 days).
If changes are made to a travel schedule after plans are confirmed, Customer is responsible for any change fees or
price changes incurred for airfare, hotel or car rental.
On-Going Support:
Customer has the option of purchasing support services by entering into a PremierPro Support and Maintenance
Agreement with Company. Upon entering into this PremierPro Support and Maintenance Agreement, annual support
and maintenance fees are due. The PremierPro Support and Maintenance Agreement details the scope of services
and pricing associated with Customer’s implementation of such support services, including any warranty periods
identified above.
DocuSign Envelope ID: 842C192B-CA2A-45F9-BBAA-F8874B217995
Exhibit B
STATEMENT OF WORK
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Statement of Work
Fort Collins, CO
Relay
Building & Planning
1. Overview ...................................................................................................... 2
1.1. Revision History ................................................................................................................ 2
2. Functionality ................................................................................................. 3
2.1. The Relay Platform ........................................................................................................... 3
2.2. Application Packs & Channels .......................................................................................... 3
2.3. Payment Processing ......................................................................................................... 4
2.4. Spanish Language ............................................................................................................. 5
3. System Integration ........................................................................................ 6
3.1. Application Database Interfaces ...................................................................................... 6
3.2. Payment Gateway Interfaces ........................................................................................... 6
4. Deployment Model ....................................................................................... 8
5. Administrative Tasks ..................................................................................... 9
5.1. Run System Reports ......................................................................................................... 9
5.2. Configure Transfer Rules .................................................................................................. 9
5.3. Set Office Hours and Holidays .......................................................................................... 9
5.4. Append an Optional Message .......................................................................................... 9
6. Responsibilities ........................................................................................... 10
6.1. Selectron Technologies, Inc............................................................................................ 10
6.2. Fort Collins, CO ............................................................................................................... 11
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1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to the City of Fort Collins (Fort Collins 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 9/08/2014
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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 the Accela Automation application database to provide the
given data to Relay.
2.1. The Relay Platform
Fort Collins’s solution will run on 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 in a
single platform.
The following sections detail the functionality that will be implemented for Fort Collins.
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.
2.2. Application Packs & Channels
2.2.1. Permits Pack
Fort Collins will be configured with the Relay Permits Pack. The Permits Pack offers Fort
Collins’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:
Hear inspection results
Post inspection results
View current permit fees owed
Hear permit based messaging
Schedule inspections
Cancel inspections
Hear correction codes
Hear site address for the permit
Payment Processing – Credit Card and E-Check
Partial Payments Acceptance (if desired)
2.2.1.1. IVR Channel
The IVR Channel for the Permits Pack provides callers with an Interactive Voice
Response (IVR) system for accessing and posting permit information.
Users can call the IVR and 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. The caller can leave a message for the
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inspector, if they wish. After an inspection has been scheduled/ rescheduled/
canceled, the caller will receive a confirmation number.
Callers are also able to post or obtain inspection results via the IVR. When
posting results, the caller will need to enter a valid Inspector PIN number. The
PIN can be determined by Fort Collins, but must be validated by the Accela
Automation database.
If desired, callers can be given the option to transfer to an agent. If a caller
requests a transfer, the Relay IVR performs a hook-flash transfer to a number
specified by Fort Collins.
2.3. Payment Processing
The solution accepts credit card and e-check payments, allowing callers to pay the
balance of their utility accounts including current and delinquent amounts. The payment
processing engine is a PA-DSS-Verified payment system that does not retain any
payment information – callers will need to enter their credit card/bank account
information for each transaction. Billing information must be available to the IVR/Web
channel to ensure functionality of this module.
Once a payment has been processed, the solution issues a payment confirmation
number. When taking a payment, the payment processing software validates the
payment information before passing the payment over to Fort Collins’s payment
gateway. When a payment is reported to the solution as successful, Relay will post an
update to Fort Collins’s database in real time (see the Application Database Interfaces
section for more details).
Fort Collins will be able to take payments from citizens via two payment methods: Credit
Card and E-Check.
2.3.1. Credit Card
The interactive solution accepts Visa®, MasterCard®, Discover®, and American Express®.
Fort Collins can elect to accept all or a subset of these card types. Any credit card types
not accepted by Fort Collins will not be accepted by the solution. When taking a
payment, the solution verifies the credit card number and expiration date. For more
security, Fort Collins can choose to verify the card holder’s zip code and/or security
code. All credit card transactions are sent through the designated payment gateway.
2.3.2. E-Check
Callers wishing to pay via E-Check will need to enter their bank routing number, bank
account number, bank account type, payment amount, and driver’s license number. All
E-Check transactions are sent through the designated payment gateway.
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2.4. Spanish Language
The Spanish Language module enables the solution to support system prompts in
Spanish. Additionally, all dates, numbers, ordinals, currencies, and letters are translated
(and voice recorded) to the proper language.
The professionally-recorded Spanish 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.
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3. System Integration
Relay requires two main points of system integration. These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Fort Collins’s Accela Automation
application database. We integrate to the application database in the following manner:
Permit
o Validate the permit number input to access the permit data
o Access permit information, including
Inspection results
Current balance owed
Permit based messaging
Site address
o Provide permit-specific transactions, including
Schedule/Cancel Inspections
Post Inspection Results
Post Correction Codes
Payments
o Sends back payment reconciliation data (amount paid, date/time,
associated with account/ case/ permit)
3.2. Payment Gateway Interfaces
The payment processing service is PA-DSS Verified. Integration to the payment gateway
initiates the collection and reconciliation of the payments being gathered by the
department. It is required that the payment gateway be on the list of Selectron-
certified payment gateways and that it integrates utilizing a REST/Web Service
implementation.
The Customer must select from the list of Selectron’s approved payment gateways.
Approved gateways are:
USA ePay (AMS)
PayFlowPro (PayPal)
Payments Gateway (Forte)
Invoice Cloud
Global Gateway e4 (FirstData)
PayPoint (FirstData)
Simple Order (CyberSource)
Authorize.net
If the Customer does not pick a vendor on this list, Selectron will work with Fort Collins
to get the gateway of choice approved, however this may require additional
professional services and costs.
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Any changes to payment processing vendors, after system development, will result in
additional professional services.
The following payment processing fees and services are not covered by the purchase of
the application:
Transaction fees
Merchant accounts
Third-party payment processing services, fees, and software
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4. Deployment Model
This implementation of Relay will be deployed on premise at Fort Collins. The Customer has elected
to provide the components necessary to run the Relay IVR in a virtual environment. As such, Fort
Collins will be providing one virtual production server and one virtual test server for the solution.
When a Customer elects to provide virtual hardware, Selectron suggests these minimum
specifications:
Quad-Core Intel Processor
16G RAM
RAID 5 drives
MS Windows 2012 R2, 64-bit
In addition, the virtual machine must be configured with:
vmWare ESXi v5.1 and up, or Microsoft Hyper-V
When the customer is providing SQL, you must provide:
Microsoft SQL Server 2008+
Fort Collins’s solution is licensed for:
Six (6) inbound VoIP/SIP IVR ports allowing for up to six concurrent calls
Two (2) inbound TEST VoIP/SIP IVR ports on a separate test machine
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5. 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. A user account will be
created for Fort Collins during the implementation process. Additional users can be created by the
Fort Collins System Administrator as needed.
The Relay Portal provides Fort Collins administrators with a single platform for viewing system usage
and health, running reports, and configuring various system settings.
5.1. Run System Reports
Relay features extensive logging functionality to provide visibility into solution usage.
Fort Collins administrators will be able to run system reports via the Relay Portal.
Reports that can be run by the administrator include:
Number of calls received
Length of calls
IVR port usage
Payment details
5.2. Configure Transfer Rules
Operator transfer settings (such as destination numbers and times) can be managed
using the Relay Portal.
5.3. Set Office Hours and Holidays
Relay will check against the defined office hours and holidays schedule to determine the
correct action when transferring calls. Administration of office hours and holidays can
be accomplished through the Relay Portal.
5.4. Append an Optional Message
Optional messages are configurable voice messages that can be enabled on the IVR.
Example messages can be used to inform callers of changes in office hours or upcoming
holidays. The Fort Collins system administrator is responsible for recording the optional
greeting by calling the IVR and accessing the hidden administrative menu.
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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 initiation. 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 initiation process:
Implementation Questionnaire- gathers critical information needed to
setup and initiate the service. This includes information on the toll free
numbers call volume, APIs, account validation information, and the types
of payments being gathered.
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 details 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 all components
of the various channels for this project:
IVR call flow design
Software development cannot begin until these design elements are completed and
approved by the Customer.
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 hear utility
information and complete a transaction.
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6.1.5. Provide Administrative Training
Selectron will provide an online training session to cover the administrative functions of
Relay.
6.1.6. Provide Marketing Materials
Selectron Technologies provides marketing collateral 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 is adapted to Fort Collins’s Utility and Permitting departments.
Selectron Technologies’ Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. Information displayed includes the
following:
Toll free phone number(s)
Web addresses
Department logo (preferably in EPS format)
Department address
A description of functionality
Additional contact/informational phone numbers
Samples: where to find account numbers, 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. Installation & Training
Selectron Technologies provides two days on-site installation, testing, and training for
the interactive solution.
6.1.8. Interface Upgrades
After service initiation, Accela Automation may release new updates to their application
or its interface. Upgrading the Relay interface to be compatible with any Accela
Automation (or other application database software) may require professional services
outside the scope of this service.
6.2. Fort Collins, CO
This section outlines the Customer’s service initiation and maintenance requirements
and responsibilities.
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September 8, 2014 Page 12 of 13
6.2.1. Return Questionnaires and Information
Selectron Technologies’ Project Manager provides Fort Collins 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
Utility account numbering scheme
Validations used for receiving payment on a utility bill
Permit status codes and types
Inspection types and descriptions
Validations used for scheduling an inspection
Correction codes and descriptions
Permit numbering scheme
6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by
Selectron Technologies’ Project Manager. This includes reviewing:
the call flow for the IVR solution
Once the channel design(s) have been approved, software development begins.
6.2.4. Provide Remote Network Access to Application Databases
In order to fully test the interactive solution, Selectron Technologies requires access to
the application databases prior to installation. Selectron Technologies’ Project Manager
provides a Remote Access Questionnaire to help Fort Collins 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
utility database, additional, post-installation development and testing time will be
necessary, delaying system activation by 1-2 weeks.
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.
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Please notify Selectron Technologies immediately if the accounts for the Application
database, payment gateway or network are modified. Fort Collins is responsible for
providing Selectron with appropriate application database and payment gateway
network access as defined in the System Integration section.
6.2.6. Confirm Service Functionality
Fort Collins 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. 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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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 deposited in the mail as required
above, whichever occurs sooner. Either party may change its
address by giving notice of the new address to the other party.
12.4 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 party of the
circumstances causing the delay, to mitigate the harm or
damage caused by such delay, and to resume performance as
soon as possible.
12.5 Attorneys' Fees.
In the event of a dispute between Customer and Company
concerning this Agreement, the prevailing party in the litigation
shall be entitled to recover its reasonable attorneys' fees and
expenses from the other party.
12.6 Injunctive Relief.
A breach of any of the representations, warranties, or covenants
contained in this Agreement will result in irreparable and
continuing damage to Company for which there will be no
adequate remedy at law, and Customer acknowledges and
agrees that Company is therefore entitled to seek injunctive relief
to restrain a breach or threatened breach of this Agreement or to
specifically enforce this Agreement, without proving that any
monetary damages have been sustained and without the
requirement of posting a bond or other security. The foregoing
equitable remedy will be deemed to be non-exclusive and in
addition to all other remedies available at law or in equity. All
rights and remedies are cumulative and may be exercised
singularly or concurrently.
12.7 Survival.
Sections 5, 6.4, 7.2, 8, 9, 10, and 12 and the rights and obligations
therein will survive termination of this Agreement for any reason.
12.8 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.
12.9 Authority.
Any person executing this Agreement in a representative
capacity in so signing this Agreement acknowledges his or her
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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 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 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. Term and Termination.
10.1 Term.
This Agreement shall commence on the date of last signature
below and shall continue until terminated (the “Term”). Costs
for future projects, such as future enhancements or change
orders, are subject to appropriation of funds.
10.2 Termination.
(a) Either party may terminate this Agreement at any time that
there is no uncompleted Project in effect upon fifteen (15) days’
prior written notice to other party. Upon such termination by
either party, all amounts owed to Company shall become
immediately due and payable.
(b) The parties agree that Customer’s failure to pay any
undisputed Fees is a material breach of this Agreement. In the
event of Customer’s failure to pay or other material breach of this
Agreement, Company may immediately terminate this
Agreement, the Software License Agreement, and any other
agreements between the parties, for cause, provided that
Customer has failed to cure the breach within sixty (60) days’ of
receiving notice of such breach from Company. Upon such
termination, Customer shall immediately cease all use of the
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6.3 Company warrants that any Hardware provided pursuant to
this Agreement shall operate in good working order for a period
of one (1) year from Contract Execution Date, as that term is
defined in Exhibit A of the PremierPro Support and Maintenance
Agreement. Any changes or modifications to the Hardware by
any person other than Company, or any combination of the
Hardware with other materials by any person other than
Company, voids this limited warranty. This limited warranty is
also void if failure of the Hardware results from transportation,
neglect, misuse, or misapplication of the Hardware by any
person other than Company; from any accident beyond
Company’s control; from use of the Hardware not in accordance
with this Agreement or documentation provided in connection
with the Hardware; or from Customer’s failure to provide a
suitable environment for the Hardware.
6.4 The express warranties in Sections 6.2 and 6.3 above are
lieu of all other warranties, express, implied or statutory,
arising from or related to this Agreement and any hardware
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 Sections 6.2
and 6.3 of this Agreement. Except for the express warranty in
Section 6.3 of this Agreement, Company provides the Services
and Hardware to Customer “as is” and “as available,” and
Company does not warrant that the Services or Hardware will
be uninterrupted or error free, and Company hereby disclaims
any and all liability in connection therewith. This warranty
disclaimer is made regardless of whether Company knows or
has reason to know of Customer’s particular needs. No
Company 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 6.4 shall be enforceable to the fullest extent
permitted by applicable law.
7. Customer Remedies; Limitation of Liability.
7.1 If Customer finds what it reasonably believes to be a failure
of the Hardware to conform to the limited warranty in Section
6.3 of this Agreement, and provides Company with a written
report that describes such failure in sufficient detail to enable
Company to reproduce or understand such failure, Company
and its suppliers’ entire liability and Customer’s exclusive
remedy for breach of the limited warranty in Section 6.3
regarding the Hardware, is for Company to use commercially-
reasonable efforts to correct or provide a workaround for the
failure at no additional charge to Customer. If, in Company’s
sole discretion, it provides replacement Hardware, the
replacement Hardware will be warranted in accordance with
the provisions of this Agreement for the remainder of the
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Agreement. Customer will also be responsible for all expenses,
with prior written approval, outside of those listed in Exhibit A of
this Agreement. Upon termination of this Agreement for any
reason, Company will be paid the Fee and expenses on
a proportional basis as stated in the Scope of Work for work
which is then in progress, to and including the effective date of
such termination. Unless other terms are set forth in the Scope
of Work for work which is in progress, Customer will pay
Company for Services and will reimburse Company for previously
approved expenses within thirty (30) days of the date of
Company’s invoice.
3.2 Change Requests.
Customer agrees to the Scope of Work as set forth in Exhibits A
and B. If Customer requests a reduction in the scope, as set
forth in Exhibit A or B, or any future Scopes of Work agreed
upon by the parties, and such request is made after Company
has committed resources to the Project under the given Scope
of Work, Customer agrees to pay the full amount set forth in
Exhibit A (or the applicable Scope of Work). However, if, during
the course of a Project, Customer wishes to increase or modify
the Scope of Work (other than a proposed reduction in the
amount of Services to be provided), Company shall provide
Customer with a modified fee estimate. If Customer accepts the
modified estimate, Company will perform the Project according
to the modified specifications after the parties sign a new Scope
of Work or after Customer issues a purchase order for the
modified Project (provided that the terms and conditions of such
purchase order will not modify this Agreement or have any force
or effect). If Customer rejects the modified estimate, Company
shall have no obligation to perform the modified Project, and the
parties agree that Company will continue to provide the Services,
as originally set forth in the Scope of Work, and Customer will
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