HomeMy WebLinkAbout25zKK - AGMT - VOICE RESPONSE SYSREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 21, 2014
TITLE:
AGREEMENT WITH SELECTRON
TECHNOLOGIES, INC., FOR INTERACTIVE
VOICE RESPONSE SYSTEM
{STRATEGIC PLAN NOS. 7,2D & 5E}
CITY MA AGER
RECOMMENDED ACTIONS
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2ntl Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a two -year agreement with
a one -year optional renewal exercisable by the City, with Selectron Technologies, Inc., for:
1) system installation with one -year warranty and two additional years of maintenance in an
amount not to exceed $232,680, and 2) an additional contingency in the amount of $95,000
to expand implementation, subject to non - substantive changes by the City Attorney and
City Manager.
DISCUSSION
The City of Santa Ana receives public inquiry and resident and business service calls via
the City's internal telecommunications switchboard to service account areas such as
Municipal Utility Billing and Dog Licenses. In Municipal Utilities, there are only two full -time
and one part -time employees available to handle all customer walk -in and telephone calls
during peak and operational customer service hours of 8am to 5pm. Calls are routed
through a 15 -year old fixed capacity 4- channel sequencer that only queues and displays
the number of incoming calls waiting to be serviced. From May 1, 2013 to April 30, 2014,
Municipal Utilities and Dog License respectively received 23,788 and 5,098 incoming calls
(not including follow -up outgoing calls). As a result, City Hall experiences extended service
lines and telephone call jams with no ability to route in -bound calls according to their level
of emergency or need or request. In addition, there is no means for customers from home
to receive answers to general questions or make payments for shut -off notices after - hours.
The City Attorney's Office (CAO) frequently receives calls seeking specific information from
in -house attorneys and special contract counsel. New callers with pertinent case details or
seeking legal action information often leave messages for time critical issues. Currently,
there is no ability to gage priority need or type of on request.
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Interactive Voice Response System
October 21, 2014
Page 2
In order to provide improved customer service and increase staff efficiency, a Request for
Proposal ( #14 -025) was released for an "Interactive Voice Response Systems ". Fourteen
vendors were notified. Selectron Technologies, Inc., based in Portland, Washington, is a
provider to local government agencies with utilities and was the only bidding vendor. In
contacting firms that did not respond, most indicated they did not have the hardware and
software integration experience to implement dynamic IVR solutions that the City desired.
Selectron Technologies is a well - established company providing municipal government and
utilities agencies interactive voice and web solutions. Staff fully evaluated the Selectron
Technologies, Inc. proposal and found it to be a high quality solution for meeting the City's
requirements and long -term needs.
The IVR system will significantly expand and enhance service delivery by providing a 24
hour, 7 -days per week '24/7' access to general and account information and payment
capacity in English, Spanish and Vietnamese. Specialized interactive voice response
system server hardware and software with professional voice -over will be installed on
integration with City databases. This new IVR system infrastructure will make available the
opportunity to perform outbound calls with payment processing for specific service,
payment, and emergency issues related to resident or business accounts.
For the CAO, the proposed Interactive Voice Response (IVR) will allow the CAO to save
attorney time and expense with proper routing to assigned legal section or attorney. The
system will also provide uniform and detailed legal instructions or information lines
regarding important public interest areas regarding citywide issues or legal actions freeing
up attorneys to perform critical tasks.
There are significant expected City savings and efficiencies in staff organization and time,
while maintaining proper internal controls. For example, routine service questions can be
`self- service', answered through IVR human voice automation providing specific account
details and payment information. Capabilities will include credit card, debit and a -check
payment processing while in the IVR system (for cyber security reasons, no personal or
card information will be retained). Industry benchmarks indicate a range of 35% to 50% of
calls being responded to by IVR. Importantly as such, the IVR system will allow the more
complex and most pertinent and critical calls to be addressed directly by staff.
Implementation is expected to provide more time for greater service delivery, and improve
overall resident and customer satisfaction.
The proposed configuration includes funding for the Municipal Utilities and Dog License
units in the Treasury & Customer Service Division of the Finance & Management Services
Agency, and the City Attorney's Office. Initial implementation is $181,080 and each year for
ongoing support maintenance of $25,800. The total funding for this phase of one -year
warranty and up to two -year ongoing support maintenance is $232,680. A contingency of
$95,000 is included, to allow for the possibility of the Parks, Recreation and Community
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Interactive Voice Response System
October 21, 2014
Page 2
Services Agency to exercise the opportunity to implement a robust Interactive Voice
Response system.
STRATEGIC PLAN ALIGNMENT
Approval allows the City to meet Goal 7: Team Santa Ana; Strategy 2D- Invest in
software /resources that will help streamline the flow of information to City staff and the
public, and Strategy 5E- Identify best practices and opportunities for process improvement
and automation across City departments in order to provide effective and efficient delivery
of City services to the community.
FISCAL IMPACT
Funds are budgeted in the following agency accounts (account no. 01108032 - 62300,
01110130- 62300, and 06017642- 62251).
APPROVED AS TO FUNDS AND ACCOUNT:
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
ED
Exhibit: 1. Scope of Services Agreement with Selectron Technologies, Inc.
2. Professional Services Agreement with Selectron Technologies, Inc.
3. Statement of Work, Selectron Technologies, Inc.
4. Licensing Agreement with Selectron Technologies, Inc.
5. Maintenance Agreement with Selectron Technologies, Inc.
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AGREEMENT BETWEEN
THE CITY OF SANTA ANA AND
SELECTRON TECHNOLOGIES, INC.
THIS AGREEMENT is made and entered into this 21" day of October, 2014 by and between
Selectron Technologies, an Oregon corporation (hereinafter "Consultant "), and the City of Santa Ana,
a charter city and municipal corporation organized and existing under the Constitution and laws of the
State of California (hereinafter "City ").
RECITALS:
A. The City desires to retain a consultant having special skill and knowledge in the field of
installation and implementation of an interactive voice response system including hardware,
software and maintenance.
B. Consultant represents that Consultant is able and willing to provide such services to the City,
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting fine in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Consultant shall install, implement and maintain an integrated voice response system for
various departments at the City, including but not limited to the City Attorney's Office and the
Municipal Utilities and Dog License units in the Finance & Management Services Agency. A
contingency is added to the Compensation to allow for expansion of services to include other City
departments or locations. Installation and implementation of the system shall be subject to the
"Professional Services Agreement" attached hereto as Exhibit A, the "Statement of Work" attached
hereto as Exhibit B, and the "Software License Agreement" attached hereto as Exhibit C. The support
and maintenance of the system shall be subject to the "PremierePro Support and Maintenance
Agreement" attached hereto as Exhibit D. All Exhibits to this Agreement are incorporated by this
reference.
2. DELIVERY OF WORK PRODUCT
Consultant shall deliver to City all work product which results from the services provided. Said
work product shall be submitted in a hard copy and produced in a form compatible with the City's
computer system, as agreed between the City's project manager and Consultant.
In regard to material produced as a deliverable under the Agreement, including but not limited
to books, reports, plans, photographs, drawings, videotapes,, and computer programs, Consultant
agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that
the authors of all such material, whether copyrighted or not, award to the City, and to its officers,
agents and employees acting within the scope of their official duties, as a condition of payment to the
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Consultant, a royalty -free, nonexclusive, irrevocable license throughout the world to disclose, publish,
translate, reproduce, and use such materials.
3. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates
and charges identified in Exhibit A. The total sum to be expended for these services shall not exceed
$232,6 80.00 during the potential three (3) year Term of this Agreement. There shall be a contingency
amount of an additional $95,000.00 for the potential expansion of the system implementation to other
City departments, locations or agencies.
b. Payment by City shall be made as follows:
*25% Invoiced at time of execution of Agreement
*50% Invoiced at completion of execution of on -site installation and training
*25% Invoiced 45 days alter on -site installation and testing
* *10% of each invoice will be withheld until final acceptance by City - no later than
"go live" or 90 days after on -site installation, whichever comes first.
c. Payment by City shall be made within thirty (30) days following receipt of proper invoice
evidencing work performed, subject to City accounting procedures. Payment need not be made for
work which fails to meet the standards of performance set forth in the Recitals which may reasonably
be expected by City.
4. TERM
This Agreement shall have an initial two -year Term, beginning on November 1, 2014 through
October 31, 2016, unless terminated earlier in accordance with Section 13, below. There shall be an
additional one (1) year option for renewal exercisable by the City Manager or his designee.
5. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to
create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise
discretion or control over the professional manner in which Consultant performs the set-vices which are
the subject matter of this Agreement; however, the services to be provided by Consultant shall be
provided in a manner consistent with all applicable standards and regulations governing such services.
Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general
Liability insurance which shall include, but not be limited to protection against claims arising from
bodily and personal injury, including death resulting therefrom and damage to property, resulting from
any act or occurrence arising out of Consultant's operations in the performance of this Agreement,
including, without limitation, acts involving vehicles, The amounts of insurance shall be not less than
the following: single limit coverage applying to bodily and personal injury, including death resulting
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therefrom, and property damage, in the total amount of $1,000,000 per occurrence, and in the
aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and
representatives as additional insured(s); (b) be primary and not contributory with respect to insurance
or self - insurance programs maintained by the City; and (c) contain standard separation of insureds
provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single limit of
not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and
non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of
the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability
for worker's compensation or to undertake self - insurance. Prior to commencing the performance of
the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. Professional liability (errors and omissions) insurance, with a combined single limit of not
less than $1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Consultant pursuant to
this section:
(i) Consultant shall maintain all insurance required above in Rill force and effect for
the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
f If Consultant fails or refuses to produce or maintain the insurance required by this section or
fails or refuses to furnish the City with required proof that insurance has been procured and is in force
and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement.
Such tennination shall not effect Consultant's right to be paid for its time and materials expended prior
to notification of tennination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the City.
7. INDEMNIFICATION
Each party will indemnify and hold harmless the other party, its officers, directors, employees,
and agents from any and all claims, losses, liabilities, damages, expenses and costs (including
reasonable attorneys' fees and court costs) which result from third -party claims or allegations that arise
out of a breach or alleged breach of any representation; warranty, or covenant set forth in this
Agreement.
8. CONFIDENTIALITY
If the receiving party receives from the disclosing party information which due to the nature of
such information is reasonably understood to be confidential and /or proprietary, the receiving party
agrees that it shall not use or disclose such information except in the performance of this Agreement,
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and further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential information
disclosed to either party by any subsidiary and /or agent of the other party is covered by this
Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving
party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the receiving party without reference to information disclosed by the
disclosing party.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified tinder this
Agreement.
10. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
Facsimile: 714 -647 -6956
Copies to: City of Santa Ana
Finance & Management Services Agency
20 Civic Center Plaza (M -17)
Santa Ana, California 92702
Facsimile: 714- 647 -5414
and City Attorney
City of Santa Ana
20 Civic Center Plaza (.M -29)
P,O. Box 1988
Santa Ana, California 92702
Facsimile: 714 - 647 -6515
To Consultant: Selectron Technologies, Inc.
12323 66`1' Avenue
Portland, Oregon 97223
Attn: Todd Johnston
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A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duty registered or certified, with postage prepaid, and addressed as set forth above. If sent
by facsimile, communication shall be effective or deemed to have been given twenty -four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state,
County or City holidays shall be excluded.
1.1. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the
event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed by
the City and by an authorized representative of Consultant. The parties agree that any terms or
conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
terns and conditions hereof, shall not bind or obligate Consultant nor the City, Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which are not
embodied herein.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without the
City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
construed to limit the City's ability to have any of the services which are the subject to this Agreement
performed by City personnel or by other consultants retained by City.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination.
14. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
law, in the recruitment, selection, training, utilization, promotion, termination or other employment
related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
15. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State oFCalifornia and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that Orange
County, California, shall be the venue for any action or proceeding that may be brought or arise out of,
in connection with or by reason of this Agreement.
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16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
pennits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws and regulations of the United States, the State of California, the City of Santa Ana
and all other governmental agencies. Consultant shall notify the City immediately and in writing of its
inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said
inability shall be cause for termination of this Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in
the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. Alt Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in
the body of this Agreement.
(Signatures on following page}
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:, c -i ,1L--
Lisa Storck
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
FRANCISCO GUTIERREZ
Executive Director
Finance & Management Services Agency
CITY OF SANTA ANA
DAVID CAVAZOS
City Manager
CONSULTANT:
Selectron Technologies, Inc.
Todd A. Johnston
President
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UA
PROFESSIONAL SERVICES AGREEMENT Exhibit A
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 Santa Ana, California, (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 forthe cost of the Hardware
if damaged (normal wear and tear excluded) while in
Customers 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 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
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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 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. "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.
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
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replacement Hardware, the replacement Hardware 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.
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. Indemnification (See Section 7 —Santa Ana Agreement)
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 (1) 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, 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 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 "),
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
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receiving notice of such breach from Company. Upon such
termination, Customer shall immediately cease all use of the
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 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.
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 California 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 Orange County, California.
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 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.
Sections5, 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
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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
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.
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Exhibit A
SCOPE OF WORK
Municipal Utilities
Included Functionality
• Current Balance Owed •
Partial Payment
• Last Billing Date and Amount (Up to last 6) •
Credit Card Payment
• Next Billing Date •
ACH Payment
• Last Payment Date and Amount (Up to T
last 6(
Language Add -On (Spanish)
$5,250
Language Add -on (Vietnamese)
$5,250
Additional Project Services & Configuration
$15,500
Ports Estimate & Server Sharing
$10,000T
Information Line Tools
$4,000T
Solution Design and Development
Included
Selectron Project Management
Included
On -Site Installation, Travel Expenses and Training
Included
System Documentation Included
'Each Application Pock enables funRlonollty across vo in g, channels. Howeveq [his functinnaliy must be enabled6V licensing the appropriate channels. We is the only Channel currently being
enabled.
' Allfunctionallty listed is contingent on the accessibility of the data and business loglefrm the application database via an API. This Includes access to email addresses for email specific
functionality services maybe requiredforalt emotive application database access or to enhance thefuncti oddy andbusiness rules ofaftedional component.
Licensi
Included Functionality:
Validate License
Renewal Timeframe & Due Date
Validate Discounts
Rabies Expiration
Language Add -On (spanlsh)
Language Add -on (Vietnamese)
Ports Estimate & Server Sharing
Additional Project Services & Configuration
Information Line Tools
Solution Design and Development
Selectron Project Management
On -Site Installation, Travel Expenses and Training
System Documentation Included
Credit Card Payment
ACH Payment
Partial Payments
$3,000
$3,000
$6,000T
$7,500
$1,OOot
Included
Included
Included
Subtotal Investment far Dog q, ensmg . „ „ , „ , $44,500
'Each AWfleation Pock enables functionality across various channels. However, this functionality must be enabled by licensing the appropriate channels. IVR is the only Channel currently belay
enabled.
z Allfunctionality listed is contingent on the accessibility ofth, data ouch..ness loglcfmm the application database via an API. This Includes access to email addressesfec small specific
functionality. Services may be requiredfar alternative application database access or to enhance the functionality and business rules ofa functional component.
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City Attorney
Included Functionality:
Information Line (Up to 10 Nodes /F4Qs
English)
Language Add -On (sponksh)
Language Add -on (Vietnamese)
Additional Project Services
Ports Estimate & Server Sharing
Information Line Tools
Solution Design and Development
Selection Project Management
On -Site Installation, Travel Expenses and Training
System Documentation Included
City Staff Transfers
$3,750
$3,750
$3,500
$4,OOOT
$10,0OOT
Included
Included
Included
'Each Appl ication Pack enablesfunctiomlity 'crass various channels. However, thisfunctionallty must be enabled by licensing the appropriate channels. NR Is the only Channel currently held,
enabled.
s All functionality listed is eantingent on the Patesslblllty of the data and business logmhom the application database in an AP1. This Includes amess to email addressesforemail sped)+,
functionality. Servlcee may be requiredfor alternative application database access or to enhancethefunction'llty and business rules ofafunctional component.
Subtglal for lnbd6nd:lnteractive'Voice ftespvnse Solution ,_ , - - , s „wqy, u 4 .:., „ti., _ _$35QF06(
Relay Premise 0ut_hound `�
Outbound Premise Setup $8,000
Utility Outbound Call Notification — Delinquency Notification $S,OOOT
Utility Outbound Call Notification — Shut -Off Notification $5,000T
Utility Outbound Call Ports $4,000T
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PAYMENT TERMS
*25% Invoiced at time of execution of Agreement
*50% Invoiced at completion of execution of on -site installation
*25% Invoiced 45 days after on -site installation and testing
* *10% of each invoice will be withheld until final acceptance by City to be no later than go "live"
or 90 days after on -site installation, whichever comes first.
Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work
performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the
standards of performance set forth in the Recitals which may reasonably be expected by City.
Phased Implementation: When a phased implementation is mutually agreed to, the same payment terms will be
applied to each phase.
Taxes: Sales Tax or any other applicable taxes is included in 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.
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.
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.
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Exhibit B
STATEMENT OF WORK
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Y f
A �
Statement of Work
Santa Ana, CA
Relay
Utilities, Dog Licensing, City Attorney
1. Overview ........................................................................ ..............................3
1.1. Revision History .................................................................................
............................... 3
2. Functionality ...................................................................
..............................4
2.1. The Relay Platform .............................................................................
..............................4
2.2. Utility Pack .........................................................................................
............................... 4
2.3. Dog Licensing .....................................................................................
............................... 5
2.4. City Attorney ......................................................................................
..............................6
2.5. Relay Outbound .................................................................................
............................... 6
2.6. Payment Processing ...........................................................................
..............................7
2.7. Languages ...........................................................................................
..............................8
3. System Integration .......................................................... ..............................9
3.1. Application Database Interfaces .......................................................
............................... 9
3.2. Payment Gateway Interfaces ............................................................
............................... 9
4. Deployment Model ........................................................ .............................11
5. Administrative Tasks ...................................................... .............................12
5.1. Run System Reports ........................................................................
............................... 12
5.2. Configure Transfer Rules .................................................................
............................... 12
5.3. Set Office Hours and Holidays .........................................................
............................... 12
5.4. Append an Optional Message .........................................................
............................... 12
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Selectron
V O I C E - WEB • M O B I L E
5.5. Schedule Outbound Campaigns ...................................................... ............................... 12
6. Responsibilities .............................................................. .............................14
6.1. Selectron Technologies, Inc .................
14
6.2. Santa Ana, CA .................................................................................. ............................... 15
October 13, 2014
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Page 2of17
Selectron
V O I C E - W E S ' MOBIL E
1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to Santa Ana, CA (Santa Ana or Customer). The features, functionality, and services are
provided through Selectron Technologies' Relay communication platform (Relay).
1.1. Revision History
October 13, 2014
Version # Details Date
1.0 Initial Release 1 10/09/2014
1.1 Updates to 2.4 City Attorney 10/13/2014
based on Customer feedback
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Page 3 of 17
Selectron
V O I C E � W E B - M O B I L E
2. Functionality
This section details the functionality of each application included in Relay. All functions and features
are dependent upon the accessibility of the Santa Ana's S &S EnQuesta application database (for
Utility) orthe custom SQL database (for Dog Licensing) to provide the given Utility data to Relay.
2.1. The Relay Platform
Santa Ana'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 Santa Ana.
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
Santa Ana's solution includes the following application pack and channels:
• Application packs:
• Utility Pack
• Dog Licensing
o City Attorney
• Channels:
o IVR
o Outbound
2.2. Utility Pack
Santa Ana will be configured with the Utility Pack. The Utility Pack offers Santa Ana's
customers with a central point of access for account management and payments.
Citizens will be able to enter an account number or phone number and access account
data and activities, including:
• Current balance owed
• Last billing date and amount (up to last 6)
• Last payment date and amount (up to last 6)
• Next billing date
• Payment Processing — Credit Card and E -Check
• Partial Payments Acceptance (if desired)
All account information is made available through an API to the S &S EnQuesta
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.
October 13, 2014
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Selectron
VOICE • wee - MOBIL e
2.2.1. IVR Channel
The IVR Channel for the Utility Pack provides callers with an Interactive Voice Response
(IVR) system for accessing account information and making payments over the phone.
Citizens can call the Utility IVR channel in order to hear account information and to
make a payment. Citizens will validate their account using an account or phone number
and PIN. The IVR validates this data against the S &S EnQuesta application database.
Once the account is validated, the IVR will speak the current balance owed and due
date. The total amount due includes an aggregate of all current and delinquent amounts
owed. The caller will then be given the option of making a payment. If no payment is
due, then the IVR will speak that there is currently no payment due.
Using the IVR, callers will also be able to hear other account information as listed under
Utility Pack, above.
Callers will also be able to transfer to an agent. If a caller requests a transfer, the IVR
performs a hook -flash transfer to a number specified by Santa Ana.
2.3. Dog Licensing
Santa Ana will be configured with a custom application for Dog Licensing. The Dog
Licensing application offers Santa Ana's customers with a central point of access for
license management and payments. Citizens will be able to enter a license number and
access data and activities, including:
• License Validation
• Renewal Timeframe & Due Date
• Discount Validation
• Rabies Expiration
• Payment Processing— Credit Card and E -Check
• Partial Payments Acceptance (if desired)
All information is made available through an API to the Custom SOL application
database. For any of the features detailed below to function as described, data must be
available in this database (via stored procedures or a web service API) to be presented
to users.
2.3.1. IVR Channel
The IVR Channel for the Dog Licensing application provides callers with an Interactive
Voice Response (IVR) system for accessing license information and making payments
over the phone.
Citizens can call the Dog Licensing IVR channel in order to hear license information and
to make a payment. Citizens will need to enter a valid license number in order to
perform various activities via the IVR. The IVR validates this data against the Custom SQL
database. Once the license is validated, the IVR will speak the renewal tmeframe and
October 13, 2014
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Page 5 of 17
Selectron
V O I C E ' W E B MOBILE
due date, as well as an amount due (if any exists). The caller will then be given the
option of making a payment.
Using the IVR, callers will also be able to access other license information /functions as
listed under Dog Licensing, above.
Callers will also be able to transfer to an agent. If a caller requests a transfer, the IVR
performs a hook -flash transfer to a number specified by Santa Ana.
2.4. City Attorney
For Santa Ana's City Attorney information line, Selectron will be building an initial base
call flow. During the implementation process, The City's appointed project manager will
work with Santa Ana to determine the contents of the info line, up to ten informational
nodes. Santa Ana can contact Selectron support to update the info line (including
format, prompt recording, etc.). This may incur additional support costs depending on
the scope of the changes.
In addition, Selectron will provide the City with access to the call flow development tool
that Selectron uses to develop IVR call flows. Selectron will also provide the City with
basic training on using the tool to update the City Attorney info line call flow where
needed. The City will be responsible for recording prompts as needed.
The development tool itself and the base call flow are included under the Support &
Maintenance agreement. Support related to issues arising from changes made using the
call flow development tool may incur additional professional services costs.
2.5. Relay Outbound
Relay Outbound provides Santa Ana with a multi - channel outbound communication
platform 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 Santa Ana staff using
the Relay Portal. All Notifications are scheduled via the Relay Portal.
Santa Ana's Relay Outbound will include targeted notification messaging in the following
language(s): English, Spanish. Additionally, recipients receiving a call due to payments
owed will have the option of requesting a transfer into the IVR Channel to make a
payment.
Dynamic Notifications require development and are designed during the
implementation process. This project includes the following Dynamic Notifications:
October 13, 2014
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Page 6 of 17
Selectron
VOICE � W E 6' M O@ I L E
2.5.1. Bill Delinquency Notification
The Delinquency Notification is used to warn citizens that their account is delinquent. It
includes customer - specific data including account number, delinquent amount, and due
date.
2.5.2. Impending Shutoff Notification
The Impending Shutoff Notification is used to warn citizens that their account will be
shut off very soon. It includes customer - specific data including account number,
delinquent amount, due date, and shutoff date.
2.5.3. Static Notifications
Santa Ana will be able to send Customer - defined static notifications to citizens via
phone, email, or SMS text. Santa Ana 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.
2.6. Payment Processing
The Relay solution is configured to accept credit card and a -check payments, allowing
customers to make payments against their account. The payment processing engine is a
PA -DSS- Verified payment system that does not retain any payment information. Users
will need to enter their payment information for each transaction.
The Relay payment application interacts with Santa Ana's selected payment gateway to
provide payment functionality. Users will need to authenticate and provide valid
payment information in order to make a payment. Relay validates the user's payment
information before passing it to the payment gateway. When a payment is reported to
the IVR as successful, the IVR will post an update to Santa Ana's S &S EnQuesta
application database (Utility) or Custom SQL database (Dog Licensing) in real time (only
if an API for such an update is available).
Santa Ana will be able to take payments from citizens via the following payment
methods:
• Credit Card
• E -Check
2.6.1. Credit Card
The interactive solution accepts Visa ®, MasterCard®, Discover®, and American Expresso.
Santa Ana can elect to accept all or a subset of these card types. Any credit card types
not accepted by Santa Ana will not be accepted by the solution. When taking a payment,
Relay verifies the credit card number and expiration date. For more security, Santa Ana
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.
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Selectron
V O I 0 E � WEB • M O B I L E
2.6.2. E -Check
Users 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.
2.7. Languages
The Customer's Relay application will be configured to support English and the following
other language(s):
2.7.1. Spanish Language
The Spanish Language module enables the solution to support Spanish language users.
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.
2.7.2. Vietnamese Language
The Vietnamese Language module enables the solution to support Vietnamese language
users. Additionally, all dates, numbers, ordinals, currencies, and letters are translated
(and voice recorded) to the proper language.
The professionally- recorded Vietnamese 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
Depending on the implemented features, Relay requires varying levels of integration with other
Santa Ana components. These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Santa Ana's S &S EnQUesta
(Utility) or Custom SQL (Doc Licensing) application database. All data -based interactivity
on the solution is reliant upon data being available via the API. Selectron typically
integrates to the application database in the following manner:
• Authenticate user credentials input to access account data
• Read account information (see Application Pack descriptions for account data
being queried)
• Post payment reconciliation data (amount paid, date /time, associated with
account)
For the Custom SQL Database to support interactivity with the Dog Licensing
application, it is assumed that the Customer will be providing an API. Selectron requires
either stored procedures /queries or web - service based API.
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)
• 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 Santa Ana to
get the gateway of choice approved. This may require additional professional services
costs, as will changes to the payment processing vendor after system development.
The following payment processing fees and services are not covered by the purchase of
the application:
• Transaction fees
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• 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 Santa Ana. Selectron will be providing
the following hardware to support the Relay solution: two production IVR servers to house the three
application packs included in this project.
For virtual or physical servers, Relay requires these minimum specifications:
• Quad -Core Intel Processor
• 16G RAM
• RAID 5 drives
• MS Windows 2012 R2, 64 -bit
If the customer is providing SQL, you must provide:
• Microsoft SQL Server 2008 or 2012
Santa Ana's solution is licensed for:
• Eight (8) inbound VoIP /SIP IVR ports allowing for up to eight concurrent calls
• Two (2) outbound VoIP /SIP IVR ports for up to two concurrent outbound calls
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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. Santa Ana will be
provided with a single set of user credentials for the Relay Portal application during the
implementation process. Additional users can be created by the Santa Ana's System Administrator
as needed.
The Relay Portal provides Santa Ana 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 channel logging. Santa Ana administrators will be able to run
system reports via the Relay Portal. Reports that can be run by the administrator
include:
• System Usage (overall (by channel), by port (for IVR), or by hour)
• System Statistics
• Call Activity Details
• Actions
• Payments
• Email Activity
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 Santa Ana system administrator is responsible for recording the optional
greeting by calling the IVR and accessing the hidden administrative menu.
5.5. 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.
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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 Santa Ana 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 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 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.
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.
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6.1.5. Provide Installation and Administrative Training
For an on premise solution, Selectron will provide two days of onsite installation and
training for Santa Ana's Relay solution.
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 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:
• 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/ 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, Santa Ana's S &S EnQuesta database application may release new
updates to their application or its interface. Upgrading the Relay interface to be
compatible with any Santa Ana application database (or other application database
software) may require professional services outside the scope of this service.
6.2. Santa Ana, CA
This section outlines the Customer's service initiation and maintenance requirements
and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Santa Ana with an implementation
questionnaire. The implementation questionnaire must be returned prior to developing
the call flow design and the implementation timetable.
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6.2.2. Provide Customer Specific Infformation
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
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 order to fully test the interactive solution, Selectron Technologies requires access to
Santa Ana's application databases) prior to installation. Selectron Technologies' Project
Manager provides a Remote Access Questionnaire to help Santa Ana 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.
Please notify Selectron Technologies immediately if the accounts for the Application
database, payment gateway or network are modified. Santa Ana 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
Santa Ana, CA has 45 -60 calendar days after service initiation to verify the functionality
of the interactive solutions. Within the system acceptance period the Customer should
test system functionality using the provided Quality Assurance Test Plan. Additionally,
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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, 3) allow users to change the system, or C) allow access
to protected data.
October 13, 2014
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,. ,.
Software License Agreement — Exhibit C
This Software License Agreement ( "SLA" or this "Agreement ") is entered into by and between Select ronTechno logies, Inc. an Oregon
corporation and its successors and assigns (collectively, "Company "), and the City of Santa Ana, 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 a non - 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 party 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 party (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 is employees or any third party to, (1)
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.
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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 3.4, 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.
5. 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 -export the 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 Workto 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's failure to provide a suitable
installation or 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
25KK -41
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 ACKNOWLEDGES THAT 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 (1) the security or privacy of Customer's
network environment; or (ii) any third -party technologies' or
services' a bi lity 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, 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 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. U.S. Government End Users.
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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
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 (11) with onlythose 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 6611 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 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
tojoin this contract shall execute a separate contractwith 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 directlywith
Company concerning the placement of orders, invoicing,
contractual disputes and ail 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 rightto 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 Orange 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.
25KK -43
for any reason, please contact us at: Selectron Technologies,
Inc., 12323 SW 66`h 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 setforth in Section 13.4 or beneath such
party's signature, and will be effective upon receipt or three
(3) business days after beingdeposited 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 Customer's 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
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.
25KK -44
[Signature Page Follows]
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
25KK -45
PremierPro Support and Maintenance Agreement— Exhibit D
This PremierPro Support and Maintenance Agreement (this "Agreement ") is entered effective as of the Service Date (as set
forth in Exhibit Ato this Agreement), by and between Selectron Technologies, Inc., an Oregon corporation and its successors
and assigns (collectively, "Company ") and the City of Santa Ana, 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 forthe Products, as outlined below and set forth in Exhibit Ato this 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), with respect to purchase of the Company product(s) 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 to this
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' priorwritten
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 to this 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, Monday through 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
g. 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.
h. 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 -
space utilization
2. Examine log files including error logs to
identify any anomalous entries
3. Apply current validated software
updates to the operating system,
device drivers, and database server
software.
I. 'Out -of- cycle' critical updates. Updates that meet
these criteria are 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.
25KK -46
6. Support Services:
This Agreement does not include, and the fee set forth in
Exhibit A to this 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
software.
d) Direct support for the required application program
interface either purchased or procured as part of the
integrated solution.
e) Enhancements, replacements, or modifications to
current 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 to 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
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 to 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 THATGAVE
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.
13. Downtime Credit:
25KK -47
13.1 If Company materially fails to perform its obligations
under this Agreement, and such failure results in downtime
of the relevant Product that exceeds 48 hours, Customer's
sole remedy, and Company's entire liability, shall be a pro
rata refund of the fees paid, as prorated to equal the
amount of downtime ( "Downtime Credit "). In order to
receive a Downtime Credit, Customer must notify Company
in writing of its request for a Downtime Credit within seven
(7) days from beginning of the downtime; provided,
however, that Customer will not be entitled to any
Downtime Credit unless Customer notified Company of the
downtime within twenty -four (24) hours of beginning of the
downtime. In no event shall any Downtime Credit or the
total cumulative damages for a breach of this Agreement by
Company be more than the amounts previously paid by
Customer under this Agreement in the 12 month period
immediately preceding the applicable downtime or breach.
13.2 As used in this Agreement, Customer acknowledges
and agrees that "downtime' includes time when the
products are live and fully accepted by Customer, the
applicable Product is not accessible, but downtime does not
include regularly - scheduled maintenance or scheduled
maintenance of which Customer is given at least three (3)
days' advance notice. "Downtime" also does not include
inaccessibility of the Products caused by third parties
outside of Company's reasonable control, such as Internet
Service Providers, electricity providers, and
telecommunications service providers.
14. Network Security Disclaimer:
14.1 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 (1) 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.
14.2 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.
14.3 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.
15. Government Contracts:
15.1 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.
15.2 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
25KK -48
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.
16. Severability:
If any provision of this Agreement is unenforceable, such
provision will be changed and interpreted to accomplish the
objectives of such provision to the greatest extent possible
under applicable law, and the remaining provisions will
continue in full force and effect. Without limiting the
generality of the foregoing, Customer agrees that Sections
12 and 13 will remain in effect notwithstanding the
unenforceability of any provision in Section 11.
17. 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.
18. 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.
19. 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 Orange County, California.
20. Notice:
All notices, consents, and other communications underthis
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 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.
21. Attorney'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 party.
22. Survival.
Sections 3, 11.3, 12, 14 -25 and the rights and obligations
therein will survive expiration or early termination of this
Agreement.
23. 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.
24. 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.
25. Entire Agreement:
This Agreement and the attached Exhibit(s), which are
incorporated into and made a part of this Agreement bythis
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.
26. Counterparts:
This Agreement maybe 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
25KK -49
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.
25KK -50
[Signature Page Follows]
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:
Customer:
By: _
Signed: _
Title: President Title:
Date:
Date:
Address: 12323 SW 6611 Avenue Address:
Portland, OR 97223
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EXHIBIT A
Pricing
Future Service Fee Estimates (for Renewal Terms following the Initial Term of this Agreement):
Item
Dates covered
Amount
Payment Due Date
Relay Utility Platform
January 1, 2015 to
Included
Included
Application
December 31, 2015
Relay Utility Platform
January 1, 2016 to
$14,550.00
December 15, 2015
Application
December 31, 2016
Relay Utility Platform
January 1, 2016 to
$15,275.00
December 15, 2016
Application
December 31, 2016
Relay Utility Platform
January 1, 2016 to
$16,040.00
December 15, 2017
Application
December 31, 2016
Relay Utility Platform
January 1, 2016 to
$16,840.00
December 15, 2018
Application
December 31, 2016
Relay Utility Platform
January 1, 2016 to
$17,680.00
December 15, 2019
Application
December 31, 2016
Item
Dates covered
Amount
Payment Due Date
Relay Dog License
January 1, 2015 to
Included
Included
Application
December 31, 2015
Relay Dog License
January 1, 2016 to
$6,675.00
December 15, 2015
Application
December 31, 2016
Relay Dog License
January 1, 2017 to
$6,995.00
December 15, 2016
Application
December 31, 2017
Relay Dog License
January 1, 2018 to
$7,365.00
December 15, 2017
Application
December 31, 2018
Relay Dog License
January 1, 2019 to
$7,725.00
December 15, 2018
Application
I December 31, 2019
Relay Dog License
January 1, 2020 to
$8,110.00
December 15, 2019
Application
December 31, 2020
Item
Dates covered
Amount
Payment Due Date
Relay City Attorney
January 1, 2015 to
Included
Included
Application
December 31, 2015
Relay City Attorney
January 1, 2016 to
$4,575.00
December 15, 2015
Application
December 31, 2016
Relay City Attorney
January 1, 2016 to
$4,795.00
December 15, 2016
Application
December 31, 2016
Relay City Attorney
January 1, 2016 to
$5,045.00
December 15, 2017
Application
December 31, 2016
Relay City Attorney
January 1, 2016 to
$5,295.00
December 15, 2018
Application
December 31, 2016
Relay City Attorney
January 1, 2016 to
$5,560.00
December 15, 2019
Application
December 31, 2016
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.
• The above coverage dates will be adjusted to reflect actual Contract Execution Date.
25KK -52
• Future service fee amounts in the table above for Renewal Terms are estimates, which may be increased or decreased.
The future service fee estimates do not include increases to reflect additional functionality purchased.
• 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.
Products and Licenses for which Company will Provide PremierPro Support
Municipal Utilities
Relay Utility Pack Interactive Voice Response Solution 1, z ;{
Included Functionality:
• Current Balance Owed
• Partial Payment
• Last Billing Dateand Amount(Upto last 6)
• Credit Card Payment
• Next Billing Date
• ACH Payment
• Last Payment Date and Amount (Up to last 6)
Language Add -On (Spanish)
Language Add -on (Vietnamese)
Additional Project Services & Configuration
Ports Estimate & Server Sharing
Information Line Tools
Dog Licensing
Relay Dog License Add -On Interactive Voice Response Solution t,2
Included Functionality
• Validate License • Credit Card Payment
• Renewal Timeframe &DUe Date • ACH Payment
• Validate Discounts • Partial Payments
• Rabies Expiration
Language Add -On (epah, h)
Language Add -on (wear.,: )
Ports Estimate & Server Sharing
Additional Project Services & Configuration
Information Line Tools
City Attorney
Relay City Attorney Information Line iVR Solution
Included Functionality:
• Information Line (Up to to Nodes/FAps- English)
Language Add -On (spsruh)
Language Add -on (w Lrr,ne :e)
Additional Project Services
Ports Estimate & Server Sharing
Information Line Tools
• City Staff Transfers
25KK -53
Jurisdiction Name:
Address:
City:
Contact:
Contact:
Contact:
Group Email for all three contacts:
State: _ Zip:
Telephone:
Telephone:
Telephone:
25KK -54
CERTIFICATE OF= LIABILITY INSURANCE
10/09/2014 D�YY(
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. if SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsenlent(s).
PRODUCER
W.B. Adams Company ',:
General Insurance
14737 SW Mililkan Way '
Beaverton OR 97006
cONTAGT W.B. Adams Co.
_
PHONE X03 644.9945 LAL Not, (603) 644.9997
o eIESS info[W,wbadams.com
IN URE S AFFORDING COVERAGE
N
wsuRERA One Beacon Insurance Compan AXI
_
LIMITS
INSURED
Selectron Technologies, Inc.
12323 SW 66th Ave,
Portland, OR 97223
_INSURER e: Hartford Casualty Insurance Co_A XV_..__
INSUSES Q 1
',,.
_
IN D,,,,_
,R
N_u—
. 1,000,000
INSURER F:
$11000,000
$10000
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF__SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTq
TYPE OF INSURANCE
DDL'SUBR
POLICY MB `R
POLICY EFP
POLIC E %P
D
_
LIMITS
GENERAL LIAaILITY
',,.
EACH OCCURRE CE
. 1,000,000
DAMAGE TO RENTED
$11000,000
$10000
A
X COMMERCIgL GENERAL
_ CLAIMS -MADE IA.J OCCUR
7110137430001
1131114
1131115
MED EXP tAny one pera0n
PERSONAL &ADV INJURY
S 9,000.000____
GENERALAGGREGATE
GEN'LAGGREGATELIMITAP IESPER:
_.L2,000,000
PRODUCTS COMPIOPAGr
32,000,000
$ --
X POLICY PRO-
LOC
AUTOMOBILE
LIABILITY
COMBINED SINGLE LIMIT
-$1000 000
BODILY I NJURY(Per person)
A
X
ANY AUTO
$
SOOILYINJURY(Parocaident)
$
ALL OWNED SCHEDULED
AUTOS AUTOS
7110137430001
1/31114
1/31115
—
HIRED AUTOS NON -OWNED
PROPERTY DAMAGE
5
B
)(
UMBRELLA LIAD
X
OCCUR
EACH O G R E CE
S S 000,000
AGGREGATE
5.000,_000 i_
A
EXCESS LIAB
CLAIMS,MADE
7110137430001:
1/31/14
1/31115
D I I RETENTION
3
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
OFPICEWMEMBER EXCLUDED ?EDUTIV j
(Mandatory In NH) (L, -��J
NIA
62WBCGDO2791
1131/14
1/31/15
X WC STATU OTH-
-
E. L. EACH ACCIDENT___._
EL. DISEASE EA EMPLOYEE
g1z000,000
$1,000000_
E.L. DISEASE - POLICY LIMIT
$1,000,000
It yes, describe under
DESCRI PTO N OP O PERATIO 5 dolfea
A
Technology Services E IS 0
_
Agg: $1,000,000 Ded: $90,000
Retroactive Date 01131/2002
7110137430001'.
1131/14
1/31115
Each Claim $1,000,000
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more apace Is required)
City of Santa Ana is additional insured as respecting General Liability per written contract.
Insurance is Primary and Noncontributory per written contract.
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
ACORD 25 (2010/05)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLIIJ(* dOVISIONS.
The ACORD name and logo are registered
25KK -55
V-2010 AGORD
of ACORD
reserved,
THIS
CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
@VANTAGE FOR GENERAL LIABILITY
TECHNOLOGY COMPANIES
This endorsement modifies Insurance provided underthe following:
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
The following schedule Ists the coverage extensions provided by this endorsement. Refer to the Individual
provisions to determine the extent of your coverage.
1. ADDITIONAL INSURED— BROAD FORM, VENDORS
Section II — Who Is An Insured is amended to .include as an additional Insured any person(s) or organization(s)
(referred to below as vendor) with whom you agreed In a written contract or agreement to provide insurance, but
only with respect to'bodity Injury" or "property damage" arising out of "your products" which are distributed or sold
in the regular course of the vendor's business, subject to the following additional exclusions:
a. This provision 1. does not apply to:
(1) 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability In a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
(2) Any express warranty not authorized by you;
(3) Any physical or chemical change in the product made intentionally by the vendor;
(4) Repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
(5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, In connection with the distribution or
sale of the products;
(6) Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale of the product;
(7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or Ingredient of any other thing or substance by or for the vendor, or
(8) 'Bodily injury" or "property damage" a sing out of the sale negligence of the vendor for its own acts or
omissions or those of-its employees or anyone else acting on its behalf, However, this exclusion does not
apply to:
(a) The exceptions contained in Subparagraphs 4. or 6,; or
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VNSURED
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SCHEDULE OF COVERAGE EXTENSIONS
1,
Additional Insured — Broad Farm Vendors
8.
Coverage Territory — Worldwide
2.
Additional Insured — by Contract, Agreement or
9.
Duties In Event of Occurrence, Claim or Suit
Permit relating to
10,
Expected or Intended Injury (PD)
• Work performed by you
11.
Incidental Medical Malpractice
• Premises you own, rent, lease or occupy
12.
Medical Payments
• Equipment you lease
13.
Mobile Equipment Redefined
3.
Aggregate Limit Per Location
14,
Newry Acquired or Formed Organizations
4.
Blanket Waiver of Subrogation
15.
Non -Owned Aircraft
5.
Bodily Injury Redefined — MentalAnguish
16.
Non -Owned Watercraft
6.
Broadened Named Insured
17.
Personal and Advertising Injury
7.
Broadened Property Damage
18,
Product Recall Expense
• Borrowed Equipment
19,
Supplementary Payments Increased Limits
• Customers' Goods
• Use of Elevators
1. ADDITIONAL INSURED— BROAD FORM, VENDORS
Section II — Who Is An Insured is amended to .include as an additional Insured any person(s) or organization(s)
(referred to below as vendor) with whom you agreed In a written contract or agreement to provide insurance, but
only with respect to'bodity Injury" or "property damage" arising out of "your products" which are distributed or sold
in the regular course of the vendor's business, subject to the following additional exclusions:
a. This provision 1. does not apply to:
(1) 'Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the
assumption of liability In a contract or agreement. This exclusion does not apply to liability for damages
that the vendor would have in the absence of the contract or agreement;
(2) Any express warranty not authorized by you;
(3) Any physical or chemical change in the product made intentionally by the vendor;
(4) Repackaging, except when unpacked solely for the purpose of Inspection, demonstration, testing or the
substitution of parts under instructions from the manufacturer, and then repackaged in the original
container;
(5) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make
or normally undertakes to make in the usual course of business, In connection with the distribution or
sale of the products;
(6) Demonstration, installation, servicing or repair operations, except such operations performed at the
vendor's premises in connection with the sale of the product;
(7) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container,
part or Ingredient of any other thing or substance by or for the vendor, or
(8) 'Bodily injury" or "property damage" a sing out of the sale negligence of the vendor for its own acts or
omissions or those of-its employees or anyone else acting on its behalf, However, this exclusion does not
apply to:
(a) The exceptions contained in Subparagraphs 4. or 6,; or
VCG 207 e7 09 Includes copyrighted material of insuranoo Services Office, Inc. Page 1 of7
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VNSURED
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(b) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally
undertakes to make in the usual course of business, in connection with the distribution or sale of the
products.
(9) Any vendor, person or organization If the 'products - completed operations hazard" is excluded either by
the provisions of the Coverage Form or by endorsement.
b. This Insurance does not apply to any Insured person or organization, from whom you have acquired such
products, orany Ingredient, part or Container, entering into, accompanying or containing such products,
2. ADDITIONAL INSURED— CONTRACT, AGREEMENT ORPERMIT
a. Section II — Who Is An Insured is amended to include as an additional Insured any person(s) or organl-
zation(s) with whom you agreed in a written contract, written agreement or pen nit to provide Insurance such
as is afforded under this Coverage but only with respect to liability for "bodily Injury", 'property damage"
or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or
omissions of those acting on your behar:
1. In the performance of'your work" for the additional Insured(s) at the location designated In the contract.
agreement or pern it; or
2. In the maintenance, operation or use of equipment leased to you by such person(s) ororganization(s), or
3. In connection with premises you own, rent, lease or occupy.
This Insurance applies on a primary or primary ; and non-contributory basis if that Is required in writing by the
contract, agreement or permit.
b. The insurance provided to the additional insured herein is limited. This Insurance does not apply:
1. Unless
(a) the written contract, agreement or permit is currently in effect or becomes effective during the term of
this policy; and
(b) the contract or agreement was executed or pemdt Issued prior to the 'bodily injury", "property
damage ", or "personal and advertising Injury";
2. To any person or organization Included as an Insured under the Additional Insured - Broad Form
Vendors provision of this endorsement;
3. To any person or organization included as an insured by an endorsement issued by us and made part of
this Coverage Part;
4. To any person or organization if the 'bodily injury", "property damage ", or "personal and advertising
injury" arises out of the rendering of or failure to render any professional architectural, engineering or
surveying services by or for you including:
(a) The preparing, approving,) or falling to prepare or approve, maps, shop drawings, opinions, reports,
surveys, field orders, change orders or drawings and specifications; or
(b) Supervisory, inspection, architectural or engineering activities.
6, To any;
(a) Lessor of equipment after.the equipment lease terminates or expires; or
(b) Owners or other interests from whom land has been leased; or
(c) Managers or lessors of premises If,
(1) The "occurrence" takes place after you cease to be a tenant in that premises; or
(2) The 'bodily injury', 'property damage ", 'personal and advertising Injury" arises out of structural
alterations, new construction or demolition operations performed by or on behalf of the manager
or lessor,
6. To'bodly injury, or 'property
after.
(a) All work on the project (other than service, maintenance or repairs) to be performed by or on behalf of
the additional insured at the site of the covered operations has been completed; or
(b) That portion of 'Your war ' V cut of whrch the injury or damage arises has been put to its intended
use by any person or organization other than another contractor or subcontractor engaged In
performing operations for a principal as part of the same project.
Paget of Indudoo wpyrightod material oflnsrranw services ofooe, Ma VCG 207 07 09
Copyright 2006, OoeBeacon nsuranoo Group LLC
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a. Limits of Insurance applicable to the additional Insured are those specified In the contract, agreement or
permit or In the Declarations of this policy, whichever Is less, and fix the mostwe will pay regardless of the
numberob
1. Insureds;
2. Claims made or "suits" brought; or
3. Persons or organizations making claims orbringing "suits".
These Limits of Insurance are Inclusive of and not in addition to the Limits of Insurance shown in the
Declarations.
3. AGGREGATE LIMIT PER LOCATION
a. Under Section III —Limits of Insurance, the General Aggregate Limit applies separately to each of your
'locations" owned by or rented or leased to you,
b. Under Section V — Definitions, the following definition is added:
"Location" means premises involving the same or connecting lots, or premises whose connection is
Interrupted only by a street, roadways waterway or right- of-way of a railroad.
4. BLANKET WAIVER OF SUBROGATION''.
Section IV — Transfer of Rights of Recovery Against Others to Us Condition is amended to add the
following:
We will waive any right of recovery we may have against any person or organization because of payments we
make for injury or damage arising out of yourongoing operations done under a written contract oragreement with
that person or organization and Included in 'your work" or the "products- completed operations hazard ". This
waiver applies only to persons or organizations with whom you have a written contract, executed prior to the
'bodily Injury" or "property damage ", that requires you to waive your rights of recovery,
5. BODILY INJURY REDEFINED — MENTAL ANGUISH
Under Section V, the definition of "bodily injury" Is replaced by the following:
"Bodily Injury" means bodily Injury, sickness, or disease sustained by a person, including mental anguish
or death resulting from any of these at any time,
fi. BROADENED NAMED INSURED
Section If — Who Is An Insured is amended to Include as an Insured the following:
Any organization which is a legally incorporated entity in which you own a financial Interest of more than 50
percent of the voting stock on the effective date of this endorsement will be a Named Insured unlit the 180th
day or the end of the policy period, whichever comes first, provided there is no other similar Insurance
available to that organization.l_
The Insurance afforded herein does not apply to any entity which Is also an insured under another policy or
would be an Insured under such policy but for Its termination or the exhaustion of its limits of Insurance.
7. BROADENED PROPERTY DAMAGE — BORROWED EQUIPMENT, CUSTOMERS' GOODS AND USE OF
ELEVATORS
The Insurance for "property damage" liability Is subject to the following;
a. The Damage To Property exclusion under Section I Coverage A is amended as follows:
1. The exclusion for personal property in the care, custody or control of the insured does not apply to
"property damage" to equipment you borrow while at a job site and provided It is not being used by
anyone to perform operations at the time of loss.
2. The exclusions for
(a) Property loaned to you;
(b) Personal property in the care, custody or control of the insured; and
(c) That particular part of any property that must be restored, repaired or replaced because 'your
work' was incorrectly performed onat
do not apply to "property damage" to "customers' goods" while on your promises nor do they apply to
'property damage" arising from the use of elevators at premises you own, rent, lease or occupy.
Subject to the Each Occurrence Limit, the most we will pay for "property damage" to "Customers'
Goods" Is $35,000 per "occurrence ".
VCG 207 07 09 Indudes copyrighted material ofineunmce Servlcse crow, Inc. Page a or
Copyright 2000, Onelleacon Insurance Group LLO
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