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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Selectron Technologies IVR Accela Integration Agreement
DEPARTMENT: Information Technology DATE: 8/26/2024
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
Information Technology in collaboration with Planning Services is requesting to procure an interactive voice
response system that integrates with Accela from Selectron Technologies Inc. The solution is an automated
phone system technology that allows incoming callers to access information and schedule and manage
inspections. This was discussed during a work session with the BOCC after the transition from the previous Director
of Planning and was reported as a cost avoidance solution. The Board awarded bid B2400095 on July 3, 2024, in
correlation with project PL -1652 IVR Integration with Accela.
What options exist for the Board?
IT is requesting the Board authorize the Chair to sign the attached agreement.
Consequences:
If the Board does not sign, Planning Services will continue doing business as usual by managing and
scheduling inspections manually.
Impacts:
This system will provide more efficient customer service to citizens and improve efficiency for permitting
staff.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years):
Initial setup costs and first year are $91,950.00 and the second -year costs are $36,945.75. Initial
budget is a part of the IT Project Budget for 2024. the second -year cost was budgeted in Planning.
Recommendation:
Legal has reviewed the agreement and Information Technology and Planning Service recommend approval.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck, Pro-Tem
Mike Freeman
Scott K. James
Kevin D. Ross , Chair
Lori Saine
Consent 101genc4a
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SERVICE AGREEMENT BETWEEN WELD COUNTY AND SELECTRON
TECHNOLOGIES, INC
THIS AGREEMENT is made and entered into this 26th day of August, 2024, by and
between the Board of Weld County Commissioners, on behalf of Planning Services and
Information Technology, hereinafter referred to as "County," and Selectron Technologies Inc.,
hereinafter referred to as "Contractor".
WHEREAS, County requires an independent contractor to perform the services required
by County and set forth in the attached Exhibits; and
WHEREAS, Contractor is willing and has the specific ability to perform the required
services at the cost set forth in the attached Exhibits; and
WHEREAS, Contractor is authorized to do business in the State of Colorado and has the
time, skill, expertise, and experience necessary to provide the equipment, materials and services
as set forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereto agree as follows:
1. Introduction. The terms of this Agreement are contained in the terms recited in this
document and in the attached Exhibits, each of which forms an integral part of this
Agreement and are incorporated herein. The parties each acknowledge and agree that this
Agreement, including the attached Exhibits, define the performance obligations of Contractor
and Contractor's willingness and ability to meet those requirements (the "Work"). If a
conflict occurs between this Agreement and any Exhibit or other attached document, the
terms of this Agreement shall control, and the remaining order of precedence shall based
upon order of attachment.
Exhibit A consists of County's Request for Bid (RFB) as set forth in Bid Package No.
B2400095.
Exhibit B consists of Contractor's Response to County's Request.
Exhibit C consists of Contractor's Master Services and Hosting Agreement.
2. Service or Work. Contractor agrees to procure the materials, equipment and/or products
necessary for the Work and agrees to diligently provide all services, labor, personnel and
materials necessary to perform and complete the Work described in the attached Exhibits.
Contractor shall further be responsible for the timely completion, and acknowledges that a
failure to comply with the standards and requirements of Work within the time limits
agreed -on by the parties may result in County's decision to terminate this Agreement.
3. Term. The term of this Agreement begins upon the date of the mutual execution of this
Agreement.. When in the interests of the County, this Agreement may be renewed on a
multiple year basis subject to appropriated funding under Paragraph 20, and subject to
Paragraphs 4.4 and 11.1 of the Master Services and Hosting Agreement in Exhibit C and
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upon mutual written agreement of the Parties.
4. Termination; Breach; Cure. County may terminate this Agreement for its own convenience
upon thirty (30) days written notice to Contractor. Due to the time needed for County to
procure replacement services, Contractor may terminate this Agreement for its own
convenience upon ninety (90) days written notice to County.
5. Extension or Amendment. Any amendments or modifications to this agreement shall be in
writing signed by both parties. No additional services or work performed by Contractor shall
be the basis for additional compensation unless and until Contractor has obtained written
authorization and acknowledgement by County for such additional services.
6. Compensation. In accordance with the payment schedule set forth in the Exhibits, County
agrees to pay Contractor an amount not to exceed $91,950 for the first year of this
Agreement as set forth in Exhibit B. No payment in excess of that set forth in the Exhibits
will be made by County unless a Change Order authorizing such additional payment has
been specifically approved by Weld County. If, at any time during the term or after
termination or expiration of this Agreement, County reasonably determines that any payment
made by County to Contractor was improper because the service for which payment was
made did not perform as set forth in this Agreement, then upon written notice of such
determination and request for reimbursement from County, the parties shall discuss the
County's concerns in good faith. County will not withhold any taxes from monies paid to the
Contractor hereunder and Contractor agrees to be solely responsible for the accurate
reporting and payment of any taxes related to payments made pursuant to the terms of this
Agreement. Unless expressly enumerated in the attached Exhibits, Contractor shall not be
entitled to be paid for any other expenses (e.g. mileage). Notwithstanding anything to the
contrary contained in this Agreement, County shall have no obligations under this Agreement
after, nor shall any payments be made to Contractor in respect of any period after December
31 of any year, without an appropriation therefore by County in accordance with a budget
adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of
the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1- 101 et.
seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
7. Independent Contractor. Contractor agrees that it is an independent contractor and that
Contractor's officers, agents or employees will not become employees of County, nor
entitled to any employee benefits (including unemployment insurance or workers'
compensation benefits) from County as a result of the execution of this Agreement.
Contractor shall be solely responsible for its acts and those of its agents and employees for all
acts performed pursuant to this Agreement.
8. Subcontractors. Contractor acknowledges that County has entered into this Agreement in
reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter
into any subcontractor agreements for the completion of the Work without County's prior
written consent, which may be withheld in County's sole discretion. County shall have the
right in its reasonable discretion to approve all personnel assigned to the Work during the
performance of this Agreement and no personnel to whom County has an objection, in its
reasonable discretion, shall be assigned to the Work. Contractor shall require each
subcontractor, as approved by County and to the extent of the Work to be performed by the
subcontractor, to be bound to Contractor by the terms of this Agreement, and to assume
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toward Contractor all the obligations and responsibilities which Contractor, by this
Agreement, assumes toward County. County shall have the right (but not the obligation) to
enforce the provisions of this Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process. The Contractor shall be responsible for the acts
and omissions of its agents, employees and subcontractors.
9. Warranty. The only representations and warranties with respect to the Work are those
provided under the Master Services and Hosting Agreement on Exhibit C. OTHER THAN
THE WARRANTIES PROVIDED UNDER THE MASTER SERVICES AND HOSTING
AGREEMENT ON EXHIBIT C, THERE ARE NO, AND CONTRACTOR EXPRESSLY
DISCLAIMS ALL, REPRESENTATIONS AND WARRANTIES WITH RESPECT TO
THE WORK, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Acceptance of Services Not a Waiver. Upon completion of the Work, Contractor shall
submit to County originals of all test results, reports, etc., generated during completion of this
work. Acceptance by County of reports and incidental material(s) furnished under this
Agreement shall not in any way relieve Contractor of responsibility for ensuring the project
complies with its written requirements. In no event shall any action by County hereunder
constitute or be construed to be a waiver by County of any breach of this Agreement or
default which may then exist on the part of Contractor, and County's action or inaction when
any such breach or default exists shall not impair or prejudice any right or remedy available
to County with respect to such breach or default. No assent, expressed or implied, to any
breach of any one or more covenants, provisions or conditions of the Agreement shall be
deemed or taken to be a waiver of any other breach. Acceptance by the County of, or
payment for, the Work completed under this Agreement shall not be construed as a waiver of
any of the County's rights under this Agreement or under the law generally.
11. Insurance. Contractor must secure, before the commencement of the Work, the following
insurance covering all operations, goods, and services provided pursuant to this Agreement,
and shall keep the required insurance coverage in force at all times during the term of the
Agreement, or any extension thereof, and during any warranty period. For all coverages,
Contractor's insurer shall waive subrogation rights against County.
Types of Insurance.
Workers' Compensation /Employer's Liability Insurance as required by state statute,
covering all of the Contractor's employees acting within the course and scope of their
employment. The policy shall contain a waiver of subrogation against the County. This
requirement shall not apply when a Contractor or subcontractor is exempt under Colorado
Workers' Compensation Act., AND when such Contractor or subcontractor executes the
appropriate sole proprietor waiver form.
Commercial General Liability Insurance including public liability and property damage,
covering all operations required by the Work. Such policy shall include minimum limits as
follows: $1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal
injury $5,000; Medical payment per person.
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Automobile Liability Insurance: Contractor shall maintain limits of $1,000,000 for bodily
injury per person, $1,000,000 for bodily injury for each accident, and $1,000,000 for
property damage applicable to all vehicles operating both on County property and elsewhere,
for vehicles owned, hired, and non -owned vehicles used in the performance of this Contract.
Proof of Insurance. Upon County's request, Contractor shall provide to County a
certificate of insurance, a policy, or other proof of insurance as determined in County's
reasonable discretion. County may require Contractor to provide a certificate of insurance
naming Weld County, its elected officials, and its employees as an additional named
insured.
Subcontractor Insurance. Contractor hereby warrants that all subcontractors providing
services under this Agreement have or will have the above described insurance prior to their
commencement of the Work, or otherwise that they are covered by the Contractor's policies
to the minimum limits as required herein. Contractor agrees to provide proof of insurance for
all such subcontractors upon request by the County.
No limitation of Liability. The insurance coverages specified in this Agreement are the
minimum requirements, and these requirements do not decrease or limit the liability of
Contractor. The County in no way warrants that the minimum limits contained herein are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the Work under by the Contractor, its agents, representatives, employees, or subcontractors.
The Contractor shall assess its own risks and if it deems appropriate and/or prudent, maintain
higher limits and/or broader coverages. The Contractor is not relieved of any liability or
other obligations assumed or pursuant to the Contract by reason of its failure to obtain or
maintain insurance in sufficient amounts, duration, or types. The Contractor shall maintain,
at its own expense, any additional kinds or amounts of insurance that it may deem necessary
to cover its obligations and liabilities under this Agreement.
12. Indemnity. Notwithstanding anything to the contrary in this Agreement or the Exhibits
attached hereto, Contractors only obligations to indemnify, defend, or hold harmless County
are those obligations expressly listed in the Master Services and Hosting Agreement attached
as Exhibit C.
13. Non -Assignment. Neither party may assign or transfer this Agreement or any interest
therein or claim thereunder, without the prior written approval of the other party. Any
attempts to assign or transfer rights hereunder without such prior approval shall, at the
option of the non -assigning party, automatically terminate this Agreement and all rights
hereunder. Such consent may be granted or denied at the sole and absolute discretion of
the non -assigning party.
14. Examination of Records. To the extent required by law, no more than once per calendar
year and on reasonable notice to Contractor, the Contractor agrees that an duly authorized
representative of County, including the County Auditor, shall have access to and the right to
examine and audit copies of any books, documents, papers and records of Contractor,
involving all matters and/or transactions related to this Agreement. Contractor agrees to
maintain these documents for three years from the date of the last payment received.
15. Interruptions. Neither party to this Agreement shall be liable to the other for delays in
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delivery or failure to deliver or otherwise to perform any obligation under this Agreement,
where such failure is due to any cause beyond its reasonable control, including but not
limited to Acts of God, fires, strikes, war, flood, earthquakes or Governmental actions.
16. Notices. All notices or other communications made by one party to the other concerning the
terms and conditions of this contract shall be deemed delivered under the following
circumstances:
a) personal service by a reputable courier service requiring signature for receipt; or
b) five (5) days following delivery to the United States Postal Service, postage prepaid
addressed to a party at the address set forth in this contract; or
c) electronic transmission via email at the address set forth below, where a receipt or
acknowledgment is required and received by the sending party; or
d) Either party may change its notice address(es) by written notice to the other.
Notice may be sent to:
TO CONTRACTOR:
Name: Todd Johnston
Position: President
Address: 13535 SW 72nd Avenue. Suite 200
Address: Portland, OR 97223
E-mail: tjohnston@selectron.com
Phone: 503-597-3303
TO COUNTY:
Name: Nancy Wonder
Position: Lead Project Manager
Address: P.O. Box 758, 1401 N 17th Avenue
Address: Greeley, CO 80632
E-mail: nwonder@weld.gov
Phone: 970-400-2562
17. Compliance with Law. Contractor shall strictly comply with all applicable federal and State
laws, rules and regulations in effect or hereafter established, including without limitation,
laws applicable to discrimination and unfair employment practices. This section incorporates
Colorado State Statute regarding conformance to minimum standards of digital accessibility,
CRS 21-1110, and related promulgated rules.
18. Non -Exclusive Agreement. This Agreement is nonexclusive and County may engage or use
other Contractors or persons to perform services of the same or similar nature.
19. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto
and incorporated herein, contains the entire agreement between the parties with respect to the
subject matter contained in this Agreement. This instrument supersedes all prior
negotiations, representations, and understandings or agreements with respect to the subject
matter contained in this Agreement. This Agreement may be changed or supplemented only
by a written instrument signed by both parties.
20. Fund Availability. Financial obligations of the County payable after the current fiscal year
109738\153265\WTH\46335611.1
are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. Execution of this Agreement by County does not create an obligation on the part of
County to expend funds not otherwise appropriated in each succeeding year.
21. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-
50-507. The signatories to this Agreement state that to their knowledge, no employee of
Weld County has any personal or beneficial interest whatsoever in the service or property
which is the subject matter of this Agreement.
22. Survival of Termination. The obligations of the parties under this Agreement that by their
nature would continue beyond expiration or termination of this Agreement (including,
without limitation, the warranties, indemnification obligations, confidentiality and record
keeping requirements) shall survive any such expiration or termination.
23. Severability. If any term or condition of this Agreement shall be held to be invalid, illegal,
or unenforceable by a court of competent jurisdiction, this Agreement shall be construed and
enforced without such provision, to the extent that this Agreement is then capable of
execution within the original intent of the parties.
24. Governmental Immunity. No term or condition of this Agreement shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
25. No Third -Party Beneficiary. It is expressly understood and agreed that the enforcement of
the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person
not included in this Agreement. It is the express intention of the undersigned parties that any
entity other than the undersigned parties receiving services or benefits under this Agreement
shall be an incidental beneficiary only.
26. Board of County Commissioners of Weld County Approval. This Agreement shall not be
valid until it has been approved by the Board of County Commissioners of Weld County,
Colorado, or its designee.
27. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant
thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement.
Any provision included or incorporated herein by reference which conflicts with said laws,
rules and/or regulations shall be null and void. In the event of a legal dispute between the
parties, Contractor agrees that the Weld County District Court shall have exclusive
jurisdiction to resolve said dispute.
28. Public Contracts for Services. Contractor certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this
Agreement. Contractor will confirm the employment eligibility of all employees who are
newly hired for employment in the United States to perform work under this Agreement,
through participation in the E -Verify program. Contractor shall not knowingly employ or
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contract with an illegal alien to perform work under this Agreement or enter into a contract
with a subcontractor that fails to certify with Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement.
Contractor shall not use E -Verify Program or State of Colorado program procedures to
undertake pre -employment screening or job applicants while this Agreement is being
performed. If Contractor obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Contractor shall
notify the subcontractor and County within three (3) days that Contractor has actual
knowledge that a subcontractor is employing or contracting with an illegal alien and shall
terminate the subcontract if a subcontractor does not stop employing or contracting with the
illegal alien within three (3) days of receiving notice. Contractor shall not terminate the
contract if within three days the subcontractor provides information to establish that the
subcontractor has not knowingly employed or contracted with an illegal alien. Contractor
shall comply with reasonable requests made in the course of an investigation by the Colorado
Department of Labor and Employment. Contractor shall, within twenty days after hiring a
new employee to perform work under the contract, affirm that Contractor has examined the
legal work status of such employee, retained file copies of the documents, and not altered or
falsified the identification documents for such employees. Contractor shall deliver to
County, a written notarized affirmation that it has examined the legal work status of such
employee and shall comply with all the other requirements of federal or state law. If
Contractor fails to comply with any requirement of this provision, County, may terminate
this Agreement for breach.
Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if
Contractor receives federal or state funds under the contract, Contractor must confirm that
any individual natural person eighteen (18) years of age or older is lawfully present in the
United States, if such individual applies for public benefits provided under the contract. If
Contractor operates as a sole proprietor, it hereby swears or affirms under penalty of perjury
that it: (a) is a citizen of the United States or is otherwise lawfully present in the United
States pursuant to federal law, (b) shall produce one of the forms of identification required by
federal or state law, and (c) shall produce one of the forms of identification required by
federal law prior to the effective date of the contract.
29. Attorney's Fees/Legal Costs. In the event of a dispute between County and Contractor
concerning this Agreement, the parties agree that each party shall be responsible for the
payment of attorney fees and/or legal costs incurred by or on its own behalf
30. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any
extra judicial body or person. Any provision to the contrary in this Agreement or
incorporated herein by reference shall be null and void.
Acknowledgment. County and Contractor acknowledge that each has read this Agreement,
understands it and agrees to be bound by its terms. Both parties further agree that this
Agreement, with the attached Exhibits, is the complete and exclusive statement of agreement
between the parties and supersedes all proposals or prior agreements, oral or written, and any
other communications between the parties relating to the subject matter of this Agreement.
10973 8\ 15 3 265 \ W TH\463 3 5611.1
Title: President
CONTRACTOR:
8/26/24
Date of Signature
WELD COU
ATTEST: �� BOARD OF COUNTY COMMISSIONERS
Weld County Clerk to the Board
BY:
Deputy Clerk to the Board
LD COUNTY- C'nLORADO
D. Ross, Chair
SEP 0 4 2024
1(973.153265`.W77 A6335611 1
X029---
EXHIBIT A
REQUEST FOR BID
WELD COUNTY, COLORADO
PO Box 758 / 1401 North 17th Avenue
GREELEY, CO 80632
DATE: May 15, 2024
BID NUMBER: B2400095
DESCRIPTION: Interactive Voice Response (IVR) Integration with Accela
DEPARTMENT: Information Technology
BID OPENING DATE: May 29, 2024 10:00 A.M. MDT/MST
1. NOTICE TO BIDDERS:
The Board of County Commissioners of Weld County, Colorado, by and through its Chief
Information Officer (collectively referred to herein as, "Weld County"), wishes to purchase the
following: Interactive Voice Response (IVR) Integration with Accela
Bids will be received at the Office of the Weld County Information Technology Department at PO Box 758
/ 1401 North 17th Avenue, Greeley CO 80632 until: May 29, 2024 10:00A.M. MDT/MST.
PAGES 1 - 9 OF THIS REQUEST FOR BIDS CONTAIN GENERAL INFORMATION FOR THE
REQUEST NUMBER REFERRED TO ABOVE. NOT ALL OF THE INFORMATION CONTAINED IN
PAGES 1 - 9 MAY BE APPLICABLE FOR EVERY PURCHASE. BID SPECIFICS FOLLOW PAGE 9.
2. INVITATION TO BID:
Weld County requests bids for the above -listed merchandise, equipment, and/or services. Said
merchandise and/or equipment shall be delivered to the location(s) specified herein.
Bids shall include any and all charges for freight, delivery, containers, packaging, less all taxes and
discounts, and shall, in every way, be the total net price which the bidder will expect the Weld County to pay
if awarded the bid.
You can find information concerning this request on the Bidnet Direct website at
www.bidnetdirect.com. Weld County Government is a member of BidNet Direct. Bid Net Direct is an on-
line notification system which is being utilized by multiple non-profit and governmental entities.
Participating entities post their bids, quotes, proposals, addendums, and awards on this one centralized
system.
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Bid Delivery to Weld County:
Email. Bids may be emailed to: nwonder@weld.gov. Emailed bids must include the following
statement on the email: "I hereby waive my right to a sealed bid". An email confirmation will be sent
when we receive your bid/proposal.
Please call Nancy Wonder at 970-400-2562 if you have any questions.
3. INSTRUCTIONS TO BIDDERS: INTRODUCTORY INFORMATION
Bids shall be typewritten or written in ink on forms prepared by the Weld County Purchasing
Department. Each bid must give the full business address of bidder and be signed by him with his usual
signature. Bids by partnerships must furnish the full names of all partners and must be signed with the
partnership name by one of the members of the partnership or by an authorized representative, followed
by the signature and title of the person signing. Bids by corporations must be signed with the legal name
of the corporation, followed by the name of the state of the incorporation and by the signature and title
of the president, secretary, or other person authorized to bind it in the matter. The name of each person
signing shall also be typed or printed below the signature. A bid by a person who affixes to his signature
the word "president," "secretary," "agent," or other title without disclosing his principal, may be held to
be the bid of the individual signing. When requested by the Weld County Controller, Purchasing
Director, or Chief Information Officer, satisfactory evidence of the authority of the officer signing on
behalf of a corporation shall be furnished. A power of attorney must accompany the signature of anyone
not otherwise authorized to bind the Bidder. All corrections or erasures shall be initialed by the person
signing the bid. All bidders shall agree to comply with all of the conditions, requirements, specifications,
and/or instructions of this bid as stated or implied herein. All designations and prices shall be fully and
clearly set forth. All blank spaces in the bid forms shall be suitably filled in. Bidders are required to use
the Proposal Forms which are included in this package and on the basis indicated in the Bid Forms. The
Bid Proposal must be filled out completely, in detail, and signed by the Bidder.
Late or unsigned bids shall not be accepted or considered. It is the responsibility of the bidder to
ensure that the bid arrives in the Weld County Information Technology Department on or prior to the
time indicated in Section 1, entitled, "Notice to Bidders." Bids received prior to the time of opening will
be kept unopened in a secure place. No responsibility will attach to the Weld County Chief Information
Officer for the premature opening of a bid not properly addressed and identified. Bids may be
withdrawn upon written request to and approval of the Weld County Chief Information Officer; said
request being receives from the withdrawing bidder prior to the time fixed for award. Negligence on
the part of a bidder in preparing the bid confers no right for the withdrawal of the bid after it has been
awarded. Bidders are expected to examine the conditions, specifications, and all instructions
contained herein, failure to do so will be at the bidders' risk.
In accordance with Section 14-9(3) of the Weld County Home Rule Charter, Weld County will give
preference to resident Weld County bidders in all cases where said bids are competitive in price and
quality. It is also understood that Weld County will give preference to suppliers from the State of
Colorado, in accordance with C.R.S. § 30-11-110 (when it is accepting bids for the purchase of any
books, stationery, records, printing, lithographing or other supplies for any officer of Weld County).
Weld County reserves the right to reject any and all bids, to waive any informality in the bids, to award
the bid to multiple vendors, and to accept the bid that, in the opinion of the Board of County
Commissioners, is to the best interests of Weld County. The bid(s) may be awarded to more than one
vendor.
In submitting the bid, the bidder agrees that the signed bid submitted, all of the documents of the
Request for Proposal contained herein (including, but not limited to the product specifications and
109738\153265\ WTII\4633561 1.1
scope of services), the formal acceptance of the bid by Weld County, and signature of the Chair of the
Board of County Commissioners, together constitutes a contract, with the contract date being the date
of signature by the Chair of the Board of County Commissioners.
4. SUCCESSFUL BIDDER HIRING PRACTICES - ILLEGAL ALIENS
Successful bidder certifies, warrants, and agrees that it does not knowingly employ or contract with an
illegal alien who will perform work under this contract. Successful bidder will confirm the employment
eligibility of all employees who are newly hired for employment in the United States to perform work
under this Agreement, through participation in the E -Verify program or the State of Colorado program
established pursuant to C.R.S. §8-17.5-102(5)(c). Successful bidder shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement or enter into a contract with a
subcontractor that fails to certify with Successful bidder that the subcontractor shall not knowingly
employ or contract with an illegal alien to perform work under this Agreement. Successful bidder shall
not use E -Verify Program or State of Colorado program procedures to undertake pre -employment
screening or job applicants while this Agreement is being performed. If Successful bidder obtains
actual knowledge that a subcontractor performing work under the public contract for services knowingly
employs or contracts with an illegal alien Successful bidder shall notify the subcontractor and County
within three (3) days that Successful bidder has actual knowledge that a subcontractor is employing or
contracting with an illegal alien and shall terminate the subcontract if a subcontractor does not stop
employing or contracting with the illegal alien within three (3) days of receiving notice. Successful
bidder shall not terminate the contract if within three days the subcontractor provides information to
establish that the subcontractor has not knowingly employed or contracted with an illegal
alien. Successful bidder shall comply with reasonable requests made in the course of an investigation,
undertaken pursuant to C.R.S. §8-17.5-102(5), by the Colorado Department of Labor and Employment.
If Successful bidder participates in the State of Colorado program, Successful bidder shall, within
twenty days after hiring a new employee to perform work under the contract, affirm that Successful
bidder has examined the legal work status of such employee, retained file copies of the documents, and
not altered or falsified the identification documents for such employees. Successful bidder shall deliver
to County, a written notarized affirmation that it has examined the legal work status of such employee,
and shall comply with all of the other requirements of the State of Colorado program. If Successful
bidder fails to comply with any requirement of this provision or of C.R.S. §8-17.5-101 et seq., County,
may terminate this Agreement for breach, and if so terminated, Successful bidder shall be liable for
actual and consequential damages.
Except where exempted by federal law and except as provided in C.R.S. § 24-76.5-103(3), if
Successful bidder receives federal or state funds under the contract, Successful bidder must confirm
that any individual natural person eighteen (18) years of age or older is lawfully present in the United
States pursuant to C.R.S. § 24-76.5-103(4), if such individual applies for public benefits provided under
the contract. If Successful bidder operates as a sole proprietor, it hereby swears or affirms under
penalty of perjury that it (a) is a citizen of the United States or is otherwise lawfully present in the
United States pursuant to federal law, (b) shall produce one of the forms of identification required by
C.R.S. § 24-76.5-101, et seq., and (c) shall produce one of the forms of identification required by
C.R.S. § 24-76.5-103 prior to the effective date of the contract.
5. GENERAL PROVISIONS
A. Fund Availability: Financial obligations of Weld County payable after the current fiscal year are
contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. By acceptance of the bid, Weld County does not warrant that funds will be available to
fund the contract beyond the current fiscal year.
B. Confidential Information: Confidential information of the bidder should be transmitted separately
from the main bid submittal, clearly denoting in red on the information at the top the word,
"CONFIDENTIAL." However, the successful bidder is advised that as a public entity, Weld County
109738\ 153265\ WTH\46335611.1
must comply with the provisions of C.R.S. 24-72-201, et seq.,the Colorado Open Records Act
(CORA), with regard to public records, and cannot guarantee the confidentiality of all documents. If
Weld County receives a CORA request for bid information marked "CONFIDENTIAL", staff will
withhold any information which is clearly marked CONFIDENTIAL and submitted separately. Weld
County staff will not be responsible for redacting or identifying Confidential information which is
included within the body of the bid and not separately identified.
C. Governmental Immunity: No term or condition of the contract shall be construed or interpreted as
a waiver, express or implied, of any of the immunities, rights, benefits, protections or other
provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or
hereafter amended.
D. Independent Contractor: The successful bidder shall perform its duties hereunder as an
independent contractor and not as an employee. He or she shall be solely responsible for its acts
and those of its agents and employees for all acts performed pursuant to the contract. Neither the
successful bidder nor any agent or employee thereof shall be deemed to be an agent or employee
of Weld County. The successful bidder and its employees and agents are not entitled to
unemployment insurance or workers' compensation benefits through Weld County and Weld
County shall not pay for or otherwise provide such coverage for the successful bidder or any of its
agents or employees. Unemployment insurance benefits will be available to the successful bidder
and its employees and agents only if such coverage is made available by the successful bidder or
a third party. The successful bidder shall pay when due all applicable employment taxes and
income taxes and local head taxes (if applicable) incurred pursuant to the contract. The successful
bidder shall not have authorization, express or implied, to bind Weld County to any agreement,
liability or understanding, except as expressly set forth in the contract. The successful bidder shall
have the following responsibilities with regard to workers' compensation and unemployment
compensation insurance matters: (a) provide and keep in force workers' compensation and
unemployment compensation insurance in the amounts required by law, and (b) provide proof
thereof when requested to do so by Weld County.
E. Compliance with Law: The successful bidder shall strictly comply with all applicable federal and
state laws, rules and regulations in effect or hereafter established, including without limitation, laws
applicable to discrimination and unfair employment practices.
F. Choice of Law: Colorado law, and rules and regulations established pursuant thereto, shall be
applied in the interpretation, execution, and enforcement of the contract. Any provision included or
incorporated herein by reference which conflicts with said laws, rules and/or regulations shall be
null and void.
G. No Third Party Beneficiary Enforcement: It is expressly understood and agreed that the
enforcement of the terms and conditions of the contract, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in the contract shall
give or allow any claim or right of action whatsoever by any other person not included in the
contract. It is the express intention of the undersigned parties that any entity other than the
undersigned parties receiving services or benefits under the contract shall be an incidental
beneficiary only.
H. Attorney's Fees/Legal Costs: In the event of a dispute between Weld County and the successful
bidder, concerning the contract, the parties agree that Weld County shall not be liable to or
responsible for the payment of attorney fees and/or legal costs incurred by or on behalf of the
successful bidder.
I. Disadvantaged Business Enterprises: Weld County assures that disadvantaged business
109738\ 153265\W TH\46335611.1
be discriminated against on the grounds of race, color, national origin, sex, age, or disability in
consideration for an award.
J. Procurement and Performance: The successful bidder agrees to procure the materials,
equipment and/or products necessary for the project and agrees to diligently provide all services,
labor, personnel and materials necessary to perform and complete the project. The successful
bidder shall further be responsible for the timely completion, and acknowledges that a failure to
comply with the standards and requirements outlined in the Bid within the time limits prescribed by
County may result in County's decision to withhold payment or to terminate this Agreement.
K. Term: The term of this Agreement begins upon the date of the execution of this Agreement by
County, and shall continue through and until successful bidder's completion of the responsibilities
described in the Bid.
L. Termination: County has the right to terminate this Agreement, with or without cause on thirty
(30) days written notice. Furthermore, this Agreement may be terminated at any time without
notice upon a material breach of the terms of the Agreement.
M. Extension or Modification: Any amendments or modifications to this agreement shall be in
writing signed by both parties. No additional services or work performed by the successful bidder
shall be the basis for additional compensation unless and until the successful bidder has obtained
written authorization and acknowledgement by County for such additional services. Accordingly,
no claim that the County has been unjustly enriched by any additional services, whether or not
there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation
payable hereunder.
N. Subcontractors: The successful bidder acknowledges that County has entered into this
Agreement in reliance upon the particular reputation and expertise of the successful bidder. The
successful bidder shall not enter into any subcontractor agreements for the completion of this
Project without County's prior written consent, which may be withheld in County's sole discretion.
County shall have the right in its reasonable discretion to approve all personnel assigned to the
subject Project during the performance of this Agreement and no personnel to whom County has
an objection, in its reasonable discretion, shall be assigned to the Project. The successful bidder
shall require each subcontractor, as approved by County and to the extent of the Services to be
performed by the subcontractor, to be bound to the successful bidder by the terms of this
Agreement, and to assume toward the successful bidder all the obligations and responsibilities
which the successful bidder, by this Agreement, assumes toward County. County shall have the
right (but not the obligation) to enforce the provisions of this Agreement against any subcontractor
hired by the successful bidder and the successful bidder shall cooperate in such process. The
successful bidder shall be responsible for the acts and omissions of its agents, employees and
subcontractors.
O. Warranty: The successful bidder warrants that services performed under this Agreement will be
performed in a manner consistent with the standards governing such services and the provisions of
this Agreement. The successful bidder further represents and warrants that all services shall be
performed by qualified personnel in a professional and workmanlike manner, consistent with industry
standards, and that all services will conform to applicable specifications. In addition to the foregoing
warranties, Contractor is aware that all work performed on this Project pursuant to this Agreement
is subject to a one year warranty period during which Contractor must correct any failures or
deficiencies caused by contractor's workmanship or performance.
The bidder warrants that the goods to be supplied shall be merchantable, of good quality, and free
from defects, whether patent or latent. The goods shall be sufficient for the purpose intended and
conform to the minimum specifications herein. The successful bidder shall warrant that he has title
109738\153265\ W TH\46335611.1
to the goods supplied and that the goods are free and clear of all liens, encumbrances, and security
interests.
Service Calls in the First One Year Period: The successful bidder shall bear all costs for mileage,
travel time, and service trucks used in the servicing (including repairs) of any of the goods to be
purchased by Weld County, Colorado, pursuant to this bid for as many service calls as are
necessary for the first one (1) year period after said goods are first supplied to Weld County.
Bidder shall submit with their bids the following information pertaining to the equipment upon which
the bids are submitted:
1. Detailed equipment specifications to include the warranty.
2. Descriptive literature.
P. Non -Assignment: The successful bidder may not assign or transfer this Agreement or any interest
therein or claim thereunder, without the prior written approval of County. Any attempts by the
successful bidder to assign or transfer its rights hereunder without such prior approval by County
shall, at the option of County, automatically terminate this Agreement and all rights of the successful
bidder hereunder. Such consent may be granted or denied at the sole and absolute discretion of
County.
Q. Interruptions: Neither party to this Agreement shall be liable to the other for delays in delivery or
failure to deliver or otherwise to perform any obligation under this Agreement, where such failure is
due to any cause beyond its reasonable control, including but not limited to Acts of God, fires, strikes,
war, flood, earthquakes or Governmental actions.
R. Non -Exclusive Agreement: This Agreement is nonexclusive and County may engage or use other
contractors or persons to perform services of the same or similar nature.
S. Employee Financial Interest/Conflict of Interest — C.R.S. §§24-18-201 et seq. and §24-50-507.
The signatories to this Agreement agree that to their knowledge, no employee of Weld County has
any personal or beneficial interest whatsoever in the service or property which is the subject matter
of this Agreement. County has no interest and shall not acquire any interest direct or indirect, that
would in any manner or degree interfere with the performance of the successful bidder's services
and the successful bidder shall not employ any person having such known interests. During the term
of this Agreement, the successful bidder shall not engage in any in any business or personal activities
or practices or maintain any relationships which actually conflicts with or in any way appear to conflict
with the full performance of its obligations under this Agreement. Failure by the successful bidder to
ensure compliance with this provision may result, in County's sole discretion, in immediate
termination of this Agreement. No employee of the successful bidder nor any member of the
successful bidder's family shall serve on a County Board, committee or hold any such position which
either by rule, practice or action nominates, recommends, supervises the successful bidder's
operations, or authorizes funding to the successful bidder.
T. Severability: If any term or condition of this Agreement shall be held to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, this Agreement shall be construed and enforced
without such provision, to the extent that this Agreement is then capable of execution within the
original intent of the parties.
U. Binding Arbitration Prohibited: Weld County does not agree to binding arbitration by any extra-
judicial body or person. Any provision to the contrary in the contract or incorporated herein by
reference shall be null and void.
109738\153265 \WTH\46335611.1
V. Board of County Commissioners of Weld County Approval: This Agreement shall not be valid
until it has been approved by the Board of County Commissioners of Weld County, Colorado or its
designee.
W. Compensation Amount: Upon the successful bidder's successful completion of the service, and
County's acceptance of the same, County agrees to pay an amount no greater than the amount of
the accepted bid. The successful bidder acknowledges no payment in excess of that amount will be
made by County unless a "change order" authorizing such additional payment has been specifically
approved by the County's delegated employee, or by formal resolution of the Weld County Board of
County Commissioners, as required pursuant to the Weld County Code.
X. Taxes: County will not withhold any taxes from monies paid to the successful bidder hereunder and
the successful bidder agrees to be solely responsible for the accurate reporting and payment of any
taxes related to payments made pursuant to the terms of this Agreement. Contractor shall not be
entitled to bill at overtime and/or double time rates for work done outside of normal business hours
unless specifically authorized in writing by County.
6. INSURANCE REQUIREMENTS
General Requirements: Successful bidders must secure, at or before the time of execution of any
agreement or commencement of any work, the following insurance covering all operations, goods or
services provided pursuant to this request. Successful bidders shall keep the required insurance
coverage in force at all times during the term of the Agreement, or any extension thereof, and during any
warranty period. The required insurance shall be underwritten by an insurer licensed to do business in
Colorado and rated by A.M. Best Company as "A"VIII or better. Each policy shall contain a valid
provision or endorsement stating "Should any of the above -described policies by canceled or should any
coverage be reduced before the expiration date thereof, the issuing company shall send written notice to
the Weld County Controller, Purchasing Director, or Chief Information Officer by certified mail, return
receipt requested. Such written notice shall be sent thirty (30) days prior to such cancellation or reduction
unless due to non-payment of premiums for which notice shall be sent ten (10) days prior. If any policy is
in excess of a deductible or self -insured retention, County must be notified by the Successful bidder.
Successful bidder shall be responsible for the payment of any deductible or self -insured retention. County
reserves the right to require Successful bidder to provide a bond, at no cost to County, in the amount
of the deductible or self -insured retention to guarantee payment of claims.
The insurance coverages specified in this Agreement are the minimum requirements, and these
requirements do not decrease or limit the liability of Successful bidder. The County in no way warrants
that the minimum limits contained herein are sufficient to protect the Successful bidder from liabilities
that might arise out of the performance of the work under this Contract by the Successful bidder, its
agents, representatives, employees, or subcontractors. The successful bidder shall assess its own
risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The
successful bidder is not relieved of any liability or other obligations assumed or pursuant to the Contract
by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. The
successful bidder shall maintain, at its own expense, any additional kinds or amounts of insurance that
it may deem necessary to cover its obligations and liabilities under this Agreement. Any modification to
these requirements must be made in writing by Weld County.
The successful bidder stipulates that it has met the insurance requirements identified herein. The
successful bidder shall be responsible for the professional quality, technical accuracy, and quantity of
all materials and services provided, the timely delivery of said services, and the coordination of all
services rendered by the successful bidder and shall, without additional compensation, promptly
remedy and correct any errors, omissions, or other deficiencies.
INDEMNITY: The successful bidder shall defend, indemnify and hold harmless County, its officers,
agents, and employees, from and against injury, loss damage, liability, suits, actions, or claims of any
109738\ 153265\ W TH\46335611.1
any act, claim or amount arising or recovered under workers' compensation law or arising out of the
failure of the successful bidder to conform to any statutes, ordinances, regulation, law or court decree.
The successful bidder shall be fully responsible and liable for any and all injuries or damage received or
sustained by any person, persons, or property on account of its performance under this Agreement or
its failure to comply with the provisions of the Agreement, or on account of or in consequence of neglect
of The successful bidder in its methods or procedures; or in its provisions of the materials required
herein, or from any claims or amounts arising or recovered under the Worker's Compensation Act, or
other law, ordinance, order, or decree. This paragraph shall survive expiration or termination hereof. It
is agreed that the successful bidder will be responsible for primary loss investigation, defense and
judgment costs where this contract of indemnity applies. In consideration of the award of this contract,
the successful bidder agrees to waive all rights of subrogation against the County its associated and/or
affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and
volunteers for losses arising from the work performed by the successful bidder for the County. A failure
to comply with this provision shall result in County's right to immediately terminate this Agreement.
Types of Insurance: The successful bidder shall obtain, and maintain at all times during the term of any
Agreement, insurance in the following kinds and amounts:
Workers' Compensation Insurance as required by state statute, and Employer's Liability Insurance
covering all of the successful bidder's employees acting within the course and scope of their
employment. Policy shall contain a waiver of subrogation against the County. This requirement shall
not apply when a successful bidder or subcontractor is exempt under Colorado Workers' Compensation
Act., AND when such successful bidder or subcontractor executes the appropriate sole proprietor waiver
form.
Commercial General Liability Insurance for bodily injury, property damage, and liability assumed under an
insured contract, and defense costs, with the minimum limits must be as follows:
$1,000,000 each occurrence;
$2,000,000 general aggregate;
$2,000,000 products and completed operations aggregate;
$1,000,000 Personal Advertising injury
Automobile Liability: Successful bidder shall maintain limits of $1,000,000 for bodily injury per person,
$1,000,000 for bodily injury for each accident, and $1,000,000 for property damage applicable to all
vehicles operating both on County property and elsewhere, for vehicles owned, hired, and non -owned
vehicles used in the performance of this Contract.
Successful bidders shall secure and deliver to the County at or before the time of execution of this
Agreement, and shall keep in force at all times during the term of the Agreement as the same may
be extended as herein provided, a commercial general liability insurance policy, including public liability
and property damage, in form and company acceptable to and approved by said Administrator, covering
all operations hereunder set forth in the Request for Bid.
Proof of Insurance: County reserves the right to require the successful bidder to provide a certificate of
insurance, a policy, or other proof of insurance as required by the County's Risk Administrator
in his sole discretion.
Additional Insureds: For general liability, excess/umbrella liability, pollution legal liability, liquor
liability, and inland marine, Successful bidder's insurer shall name County as an additional insured.
Waiver of Subrogation: For all coverages, Successful bidder's insurer shall waive subrogation rights
against County.
109738\ 15 3265\ W TH\46335611.1
or other entities providing goods or services required by this Agreement shall be subject to all of the
requirements herein and shall procure and maintain the same coverages required of Successful
bidder. Successful bidder shall include all such subcontractors, independent contractors, sub -
vendors suppliers or other entities as insureds under its policies or shall ensure that all subcontractors
maintain the required coverages. Successful bidder agrees to provide proof of insurance for all such
subcontractors, independent contractors, sub -vendors suppliers or other entities upon request by
the County.
The terms of this Agreement are contained in the terms recited in this Request for Bid and in the
Response to the Bid each of which forms an integral part of this Agreement. Those documents are
specifically incorporated herein by this reference.
10973 8 \ 15 3265 \ W TH\46 3 3 5611.1
B2400095
SPECIFICATIONS AND/OR SCOPE OF WORK AND PROPOSED PRICING:
Weld County will award the bid to the reseller/vendor with the best offering deemed most advantageous to the
County, price/cost being the primary consideration. The determination of whether the bid is acceptable and
meets the minimum requirements of the solicitation is solely within the discretion of the County. The Scope of
Services may be modified through negotiation and/or by written addendum issued by the County.
Weld County Information Technology and the Building Department are requesting proposals from qualified
vendors to provide an Interactive Voice Response (IVR) system that integrates with Accela and provides real-
time automated phone access to schedule and manage inspections.
Weld County utilizes the Accela SaaS environment, Accela Civic and Accela Citizen Access, for permitting and
compliance. IVR shall provide an efficient and convenient solution that can support inspection scheduling by
enabling customers to self -schedule and receive notification messages.
Requirements:
• Provide a fully hosted, secure, cloud based IVR system with a web -based administrative interface.
• Deliver self-service functionality for scheduling/canceling inspections and accessing inspection results.
• System must support real-time data exchange between the Accela database and hosted service.
• Utilize both English and Spanish call flows.
• Messages must be customizable to allow changes as needed such as when the system is unavailable
for maintenance.
Proposal shall specifically identify the number of calls allocated per the given pricing and define what
constitutes a call.
• Reporting analytics for dropped calls, call details, duration, date/time, etc.
• Provide 24/7/365 support.
• User-friendly system that accounts for novice users as well as experienced users who may not need to
hear entirety of instructional prompts.
Allows customers to be routed for human assistance to avoid being trapped in a loop menu.
Proposal shall include costs of licensing, implementation, support, professional services, training and
any additional costs for first year and second year cost.
Number of Annual Inbound Calls
1. Year
2"d year
Hosted Application Licensing
Implementation Cost
Maintenance/Support
Professional Services
Training
Additional Fees: (list below)
Total Cost:
$
$
109738\153265 WTH 46335611.1
The undersigned, by his or her signature, hereby acknowledges and represents that:
1. The bid proposed herein meets all of the conditions, specifications and special provisions set forth
in the request for proposal for Request No. B2400095
2. The quotations set forth herein are exclusive of any federal excise taxes and all other state and
local taxes.
3. He or she is authorized to bind the below -named bidder for the amount shown on the
accompanying proposal sheets.
4. The signed bid submitted, all of the documents of the Request for Proposal contained herein
(including, but not limited to the product specifications and scope of services), the formal
acceptance of the bid by Weld County, and signature of the Chair of the Board of County
Commissioners. together constitutes a contract, with the contract date being the date of signature
by the Chair of the Board of County Commissioners.
5. Weld County reserves the right to reject any and all bids, to waive any informality in the bids, and to
accept the bid that, in the opinion of the Board of County Commissioners. is to the best interests of
Weld County. The bid(s) may be awarded to more than one vendor.
FIRM
BUSINESS
ADDRESS
CITY, STATE, ZIP CODE
TELEPHONE NO
PRINTED NAME AND TITLE
SIGNATURE
E-MAIL
DATE
FAX TAX ID #
**THE SUCCESSFUL BIDDER SHALL PROVIDE A W-9 IF NOT ALREADY ON FILE*
*
WELD COUNTY IS EXEMPT FROM COLORADO SALES TAXES. THE CERTIFICATE OF EXEMPTION
NUMBER IS #98-03551-0000. YOU DO NOT NEED TO SEND BACK PAGES 1 - 9.
ATTEST: BOARD OF COUNTY COMMISSIONERS
Clerk to the Board WELD COUNTY, COLORADO
BY:
Deputy Clerk to the Board Kevin D. Ross, Chair
APPROVED AS TO SUBSTANCE:
Chief Information Officer
109738\153265\WTI (\46335611.1
EXHIBIT B
ce:•-:Selectron
•
•
•
•
TECHNOLOGIES, INC
•
••••
• •
•
0 • •
••••
Weld County, Colorado
RFP No. B2400095
REQUEST FOR PROPOSAL
No. B2400095
Weld County Information Technology and Building Department
May 29, 2024
electron
•• TECHNOLOGIES, INC
Response Provided by
Selectron Technologies
109738\ 153265\WTH\46335611.1
Selectron
...- TECHNOLOGIES, INC
May 29t'', 2024
Weld Co IT and Building Dept
Dear Ms Wonder,
Weld County, Colorado
RFP No 02400095
Selectron Technologies, Inc is pleased to respond to Weld County's RFP No 02400095 for an Interactive
Voice Response (IVR) solution for the Building Department We offer a user-friendly, public -facing
inspection scheduling solution that will empower your citizens and contractors while driving efficiency
for Building and Planning's staff
Selectron has been offering innovative interactive solutions to our customers since 1960 Since that
time, we have had a 100% focus on providing interactive solutions to meet the needs of our public
sector customers Selectron implemented our first inspection scheduling IVR in 1999 and have
implementations in more than 600 government agencies across North America, including your
neighbors in the City of Aurora, Boulder County, the City of Fort Collins, and Adams County
Selectron has a distinct expertise in integration with Accela, having partnered with them since 2005 and
developed 155 solutions integrated with Civic Platform Our 19 -year partnership with Accela makes us
uniquely positioned to deploy an IVR that will maximize the Building and Planning Department's
investment to get the most out of your Accela investment We are eager to learn more about the needs
of Weld County's Building and Planning Department and your community Our passion is to provide
solutions that directly benefit citizens' daily lives
Troy Johnston will be your point of contact for this RFP and is authorized to make representations on
behalf of Selectron Technologies, Inc
Troy Johnston
13535 SW 72"a Avenue
Portland, Oregon 97223
503 597 3315
troyj@selectron corn
Thank you for your consideration Our team looks forward to speaking with you soon
.,r_,
Todd A Johnston
President, CEO
Selectron Technologies, Inc
109738\ 153265\ W TH\46335611 1
::::.--.:Selectron
- TECHNOLOGIES TECHNOLOGIES, INC
ea
Weld County, Colorado
RFP No. B2400095
Solution Overview
Customer -Focused IVR Inspection Scheduling Solution
Our proposed solution for Weld County centers on an accessible and intuitive inspection scheduling IVR
solution integrated with Accela. This solution also includes our web -based administrative portal where
County staff can manage the IVR and access comprehensive reporting, data, and analytics.
The County has asked vendors to meet specific requirements in providing an inspections IVR for this
project. The following are Selectron's responses to those requirements. We have also provided
additional information on the proposed IVR solution throughout the rest of the response.
1. Provide a fully hosted, secure, cloud -based IVR system with a web -based administrative interface.
Selectron Response: We fully meet this requirement and are proud to offer our Relay inspection
scheduling IVR within our secure, Managed Services environment, which provides the County with a
fully hosted solution. We are also proposing to provide the County with our web -based Relay
Administration Portal that will allow County staff remote access for management of the IVR solution and
reporting. Please see below for more information about the proposed hosted solution.
2. Deliver self-service functionality for scheduling/canceling inspections and accessing inspection
results.
Selectron Response: We fully meet this requirement and the proposed solution allows callers to perform
all of these functions independently.
3. System must support real-time data exchange between the Accela database and hosted service.
Selectron Response: We fully meet this requirement and the IVR will be fully integrated with Accela,
both pulling and posting data in real-time.
4. Utilize both English and Spanish call flows.
Selectron Response: We fully meet this requirement and the proposed solution will offer callers the
option to utilize the IVR in either English or Spanish.
5. Messages must be customizable to allow changes as needed such as when the system is unavailable
for maintenance.
Selectron Response: We fully meet this requirement through the use of the Relay Portal, the solution's
administrative platform. Within the Portal, Weld County administrators can activate maintenance mode
(which includes a customizable message) and add an optional greeting to the IVR, which can be utilized
to deliver additional information pertinent to callers.
10973811532651WTH\46335611.1
..--
i..--:Selectron
TECHNOLOGIES, INC
Weld County, Colorado
RFP No 02400095
6 Proposal shall specifically identify the number of calls allocated per the given pricing and define
what constitutes a call
Selectron Response Selectron is has proposed providing the County with 30,000 inbound calls A call is
defined as a successful completed connection A call can be up to 4 minutes in length, with each
additional 4 -minute period counted as an additional call Actions such as transfer also count as a call
7 Reporting analytics for dropped calls, call details, duration, date/time, etc
Selectron Response We fully meet this requirement through the use of the Relay Administrative Portal,
which provides detailed caller activity reports including all of these data points and more
8 Provide 24/7/365 support
Selectron Response We fully meet this requirement Our customer support team is fully staffed by
software developers and offers 24/7/365 support for our clients All of our support staff are based in the
United States, with most staff being in Portland, Oregon
9 User-friendly system that accounts for novice users as well as experienced users who may not need
to hear entirety of instructional prompts
Selectron Response We fully meet this requirement All of our IVR solutions are designed to have an
easy to understand call flow, allowing for callers to select prompts ahead (barge ahead) without having
to listen to the full message This is a huge benefit for contractors who become very experienced at
using the IVR to schedule inspections or retrieve results very quickly
We also never allow a caller to get caught in a loop and we provide easy ways for callers to opt out to
talk to a customer service representative (CSR), if needed This allows users of all experience levels to
quickly schedule or reschedule an inspection
10 Allows customers to be routed for human assistance to avoid being trapped in a loop menu
Selectron Response We fully meet this requirement As mentioned above, the option to speak with a
customer service representative is offered both in the main menu and also a few times within the call
flow, ensuring that callers can easily opt -out when necessary Additionally, should the user be struggling
to move forward, the system will intelligently determine when to transfer the users to a live customer
service representative
11. Proposal shall include costs of licensing, implementation, support, professional services, training
and any additional costs for first year and second year cost
Selectron Response Please see the pricing section for more information
109738\ 153265\WTH\46335611 1
Selectron
TECHNOLOGIES, INC
Weld County, Colorado
RFP No. B2400095
Key Features of IVR Solution
Interactive Voice Response System (IVR)
"Selectron's IVR is still the most dominant inspection request system we're using."
Dennis Corbett, Chief Building Official, City of Pleasanton, CA
The Relay IVR is a feature -rich IVR application that provides callers access to inspection scheduling
without ever needing to speak with a CSR. With language options of both English and Spanish, the IVR
will be accessible to all contractors and citizens in Weld County's building and permitting community.
Inspection Scheduling
The proposed solution will provide an IVR system for scheduling inspections and accessing inspection
information and results The IVR offers functionality in the form of a Contractor Menu, which offers
the caller the option to schedule/reschedule inspections or obtain inspection results.
r 3:14 s
.� LTE
Selectron City
1 2 3
ABC DEf
4 5 6
CHI
JKL WINO
Thank you for calling
Selectron City.
To schedule an inspection,
press 1.
To cancel or reschedule an
inspection, press 2.
To obtain inspection results,
press 3.
Functionality
Using the Contractor Menu, which is the default option, the user enters a permit number to access
permit information and functions. The user can schedule, reschedule, and/or cancel inspections,
after which the caller will receive a confirmation number. Additionally, contractors can use the IVR to
access inspection results, including any associated correction codes and descriptions. Finally, the
contractor can access messages left for them by an inspector or leave a message for an inspector.
109738/15 3265\WTH146335611.1
• .
ee
e ectron
•,. TECHNOLOGIES, INC
41. 411
Weld County, Colorado
RFP No. B2400095
Relay Portal: Administrative Management for the IVR
"Thank you on your online portal. It is very clean, intuitive, and easy to use, and I appreciate it!"
David Ruther, Utilities Customer Service I City of Vancouver, WA
The customer communication platforms are all managed through a single, web -accessible online
administrative site called Relay Portal. Relay Portal provides users with access to several 'centers',
each providing key administrative functionality. Users can view widgets detailing usage, IVR activity,
and system health; run detailed reports; manage users; and make simple configuration changes all
from a single site. The Relay Portal dashboard displays helpful widgets that provide a daily snapshot
of activity, including viewing:
o IVR activity
o Caller Detail Reports
o Inspection Scheduling activity
o System health
Reporting
All reporting can
be found in Relay
Portal, which is
Selectron's web -
accessible online
administrative site.
This Portal allows
administrators to
view real-time
data and analytics
for all
communication
channels, create
campaigns, and
reconcile payment
records. All reports
will be available in
Relay Portal, and
delivered through
the Portal's web
interface. Reports
can be exported to
Excel or printed.
109738\ 153265\WTH\46335611.1
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-.., TECHNOLOGIES, INC
Weld County, Colorado
RFP No. B2400095
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Reports can also be automatically delivered to a user or distribution list on a scheduled frequency,
such as daily, weekly, or monthly.
Administrative Tasks
Relay Portal allows County administrators to easily manage simple configurations and user
permissions. Additionally, the County can create optional IVR greeting messages.
Support Requests
County administrators will be able to submit support requests through the Relay Portal.
Selectron employs an active, friendly, and accessible support team.
Accela Integration
The proposed solution will be fully integrated with Accela Civic Platform via Construct API.
109738\ 153265\WTH1463356 II 1
Selectron
• • •
• r
• TECHNOLOGIES, INC
Weld County, Colorado
RFP No. B2400095
Mana_ • s
• • I 1 1
•
s
Selectron's Security, Hosting, and 24 -Hour Support Services
"Data security is always at the forefront of our mind. I love that managing data security is now your
problem, not my problem!"
Andrea Blomquist, Billing Services Manager I City of Roseville, CA
The proposed solution includes application hosting within Selectron's PCI-compliant managed
datacenter environment. Selectron's solutions are hosted in US -based SOC 2 Type 2 tier 1 datacenters,
and Selectron's hosted colocation environment is Level 1 PCI-DSS Certified.
In addition to business -hours support, the proposed solution includes 24/7 on -call technical support,
automated network and application monitoring, and minimum N+1 redundant hardware configuration.
Hosted software and physical infrastructure are housed and maintained in two geographically diverse
data centers, one in Portland, OR, and the other in Alpharetta, GA. These facilities are rigorously
secured, feature N+1 redundancy and their geographical diversification helps ensure continuity in the
event of regional outages, natural disasters, or other issues. The proposed solution includes hosting in a
facility that features:
• 24 -hour security and technical staff
• Dual factor authentication access
• Biometric scanners
• 5 -zone security access
• Monitored security cameras and intercom system
• Annual, independent audits for SOC 1 Type II, SOC 2 Type II, HIPAA, ISO 27001, SSAE 18
Network and Application Penetration
Routine third -party penetration provides both critical feedback to strengthening our defenses,
while also providing a real -world stress test on all the security layers that have been put in place.
Additionally, the processing of data occurs on Selectron-owned servers that reside in the United
States.
PCI Compliant Policies, Procedures, and Training
Another dimension of our security extends to the makeup of our team: we don't use contract
labor; all of our staff have passed background checks. All of our staff have been trained in and
follow PCI-compliant policies and procedures to ensure the protection of credit card holder data
for payment -taking components of our Platform applications.
In addition to achieving PCI Compliance, our environment and software are audited annually by
a third -party firm that attests to our adherence to rigorous Payment Card Industry published
security standards and procedures. Additionally, we write all of our own payment software and
achieve payment application validation through an assessment by a third -party QSA. Selectron
collects billions of dollars annually on behalf of our customers, integrating with the payment
services provider of their choice and updating the back office in real time.
109738\ 15 3265\WTH\4633561 1.1
e�
•...,.
.
•• a ectron
•...." TECHNOLOGIES, INC
Weld County, Colorado
RFP No. B2400095
24 -Hour Premier Support
Customers with hosted solutions are supported by a staff of 31 software engineers, 11 of whom
serve as full-time customer support technicians, responding to customer requests, fixing bugs,
and addressing outages or other issues in real-time.
10973811532651WTI 1146335611.1
• • .
Selectron
• • • .
TECHNOLOGIES , INC
•
Weld County, Colorado
RFP No. B2400095
Pricing
Selectron has provided the following pricing for 2 years of service as requested by the County, however
Selectron provides significant discounts for municipalities that are able to commit to a longer term of
service. Selectron has provided the attached quote that shows the pricing and discounts available to the
County should you choose to commit to a longer term. We are always willing and available to discuss
pricing and terms for this project.
Number
of
Annual
Inbound
Calls
30,000
1St
Year
2nd year
Hosted
Application
Annual
Fee
$26,615.00
$27,945.75
Implementation
Cost
$56,335.00
$0
Maintenance/Support
Included
Included
Professional
Services
Included
Included
Training
Included
Included
Additional
Fees: (list
below)
Annual
Call
Fees
$9,000.00
$9,000.00
Cost:
$91,950.00
$36,945.75
Total
Please see Selectron Quote on the following page.
1097381153265\WTF1\4633561 1.1
Selectron
TECHNOLOGIES, INC
Quote W6767
02/15/2024
Quote Expires on 09/30/2024
Weld County, CO
Relay IVR - Permits Application
Professional Services
Description
Qty
Unit Price Total
Relay IVR Platform Setup - Permits Application
Project Management
System Configuration
QA Testing and Training
Spanish Language
Database Integration
Development Resources
PROFESSIONAL SERVICES TOTAL
Annual Hosted Platform and Application Fees
36 $225.00 $8,100.00
24 $225.00 $5,400.00
12 $225.00 $2,700.00
1 $15,385.00 $15,385.00
110 $225.00 $24,750.00
$56,335.00
Description
Qty
Unit Price Total
Relay IVR Platform - Permits Application
Integration Support
Application Hosting
Annual Inbound Calls
Spanish Language
ANNUAL FEES TOTAL
Five -Year Cost Summary
1
30,000
1
$22,000.00
$0.30
$4,615.00
$22,000.00
$9,000.00
$4,615.00
$35,615.00
1 -Year Commitment Pricing
PROFESSIONAL SERVICES
ANNUAL FEES TOTAL
TOTAL - 1 -Year Commitment $91,950.00 $36,945.75 $33,255.00 $34,467.75 $35,741.14
Year 1
Year 2
Year 3
Year 4
Year 5
$56,335.00
$35,615.00 $36,945.75 $33,255.00 $34,467.75 $35,741.14
3 -Year Commitment Pricing
Year 1
Year 2
Year 3
Year 4
Year 5
PROFESSIONAL SERVICES $45,068.00
ANNUAL FEES TOTAL $30,292.00 $31,356.60 $32,474.43 $33,648.15 $34,880.56
TOTAL - 3 -Year Commitment $75,360.00 $31,356.60 $32,474.43 $33,648.15 $34,880.56
5 -Year Commitment Pricing
Year 1
Year 2
Year 3
Year 4
Year 5
PROFESSIONAL SERVICES $36,617.75
ANNUAL FEES TOTAL $26,299.75 $26,818.74 $27,353.30 $27,903.90 $28,471.02
109738\ 153265\WTIi\4633561 1.1
TOTAL - 5 -Year Commitment $62,917.50 $26,818.74 $27,353.30 $27,903.90 $28,471.02
109738\153265\ WTH\46335611.1
Cost Analysis
Commitment
Monthly Average Annual Average 5 Year Total 5 Year Savings
Cost Summary
1 -Year Commitment
3 -Year Commitment
5 -Year Commitment
109738\ 153265\ WTH\46335611.1
$3,872.66
$3,462.00
$2,891.07
$46,471.93
$41,543.95
$34,692.89
$232,359.64
$207,719.74
$173,464.47
$0.00
$24,639.90
$58,895.17
MANAGED SERVICES APPLICATION SCOPE AND ASSUMPTIONS
Application Database Integration:
Integration to Accela - Construct requires appropriate ports enabled within the customer's network and VPN
connectivity, as determined is necessary during the system implementation.
Relay IVR - Permits:
Interactive Voice Response (IVR) system for Permits. Provides self-service for scheduling/canceling inspections
and accessing inspection results. Overage rates apply.
Inbound Calls: A Call is defined as a successful completed connection with duration up to 4 minutes in
length, with each additional 4 minute period counted as an additional Call. Transfers are counted on the
per circuit basis and are measured by duration including the time after a transfer occurs. Overage rates
apply.
Spanish Language (Advanced Language Module): A cognitive text -to -speech translation engine that
supports Spanish language IVR functionality with human -like recordings. The prompts include all words,
dates, numbers, ordinals, currencies, and letters in the appropriate language.
Relay Portal:
The proposed solution is managed through a single, web -accessible online administrative site called Relay Portal.
Relay Portal provides users with access to several 'centers', each providing key administrative functionality,
including running reports and analytics, administrative controls, and support requests.
Managed Services:
Relay Managed services is a hosted application environment, purpose-built in our secure environment, and
adheres to Payment Card Industry compliance standards. Includes our premier 24/7 support, ongoing
vulnerability scanning and penetration testing, and full -stack security updates.
109738\ 153265\WTH\46335611. 1
PRICING & PAYMENT INFORMATION
The contract period begins upon execution. Pricing does not include additional application integration charges that may be
required as part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees,
or other surcharges directly or indirectly charged by or remitted to the Application Vendor.
PROFESSIONAL SERVICES PAYMENT SCHEDULE
45% Invoiced at time of execution of contracts
55% Invoiced upon system available for initial user acceptance testing
TRAVEL FEE PAYMENT SCHEDULE
100% If travel is identified in the above detail or later requested, all travel and related fees are scheduled in
advance including travel days and will be invoiced upon completion. Total travel is invoiced at then current
hourly rates, currently $225.00 per person per hour, plus actual travel expenses.
ANNUAL FEES, BUNDLES, AND SUPPORT
100% Invoiced at time of execution of contracts. Recurring fees are invoiced 45 days prior to renewal.
In the event the customer terminates agreement prior to the end of the commitment term, 100% of all remaining unpaid fees
for the term become immediately due.
CHANGE ORDERS INCLUDING TIME AND MATERIAL RATES
• All service work and/or deliverables not listed, defined, or provided as optional deliverables in this document are
considered outside of the scope of this project effort. Out of scope services will be invoiced at Selectron's then
current Time and Material rate, currently $225.00 per hour.
If the out of scope services require a formal change order, the Company and Customer will mutually agree in writing,
which will include a scope of work, timeline for delivery, Company and Customer responsibilities and the price terms
and conditions. Upon acceptance by Customer and issuance of required purchasing documentation, all Change
Orders shall be governed by the terms and conditions of this Agreement, no other terms or conditions shall apply.
Customer acknowledges that such Change Orders may affect the implementation schedule and dates otherwise
established as part of the project plan.
TAXES
Sales Tax or any other applicable taxes are not included in any of the pricing in this agreement. All applicable taxes will be
invoiced, collected and remitted in accordance with state and local tax laws.
PAYMENT TERMS
Terms are net 30 days from date of invoice. Past due invoices are subject to a 1.5% per month late fee. All presented pricing
is in US Dollars.
VENDOR INFORMATION
Selectron Technologies, Inc.
13535 SW 72nd Avenue, Suite 200
Portland, OR 97223
Ph: 503.443.1400 Fax: 503.443.2052
109738\ 153265\WTH\46335611.1
The undersigned, by his or her signature, hereby acknowledges and represents that:
1. The bid proposed herein meets all of the conditions, specifications and special
provisions set forth in the request for proposal for Request No. B2400095
2. The quotations set forth herein are exclusive of any federal excise taxes and all other
state and local taxes.
3. He or she is authorized to bind the below -named bidder for the amount shown on the
accompanying proposal sheets.
4. The signed bid submitted, all of the documents of the Request for Proposal
contained herein (including, but not limited to the product specifications and scope of
services), the formal acceptance of the bid by Weld County, and signature of the
Chair of the Board of County Commissioners, together constitutes a contract, with
the contract date being the date of signature by the Chair of the Board of County
Commissioners.
5. Weld County reserves the right to reject any and all bids, to waive any informality in
the bids, and to accept the bid that, in the opinion of the Board of County
Commissioners, is to the best interests of Weld County. The bid(s) may be awarded
to more than one vendor.
FIRM
Selectron Technologies
BUSINESS ADDRESS
13535 SW 72nd Avenue, Suite 200
CITY, STATE, ZIP CODE
Portland, Oregon 97223
TELEPHONE NO (503) 443-1400_ FAX 503.443.2052
TAX ID # 93-1331338
PRINTED NAME AND TITLE
Todd Johnston, President
SIGNATURE
E-MAIL
tjohnston@selectron.com
DATE 5/29/2024
109738\ 153265\ W TH\46335611.1
EXHIBIT C
III Selectron
TECHNOLOGIES, INC.
Master Services and Hosting Agreement
This Master Services and Hosting Agreement (this "Agreement") by and between Selectron Technologies, Inc., an Oregon
corporation having a principal place of business at 13535 SW 72. Avenue Suite 200, Portland, OR 97223, and its successors
and assigns ("Selectron"), and Weld County Government ("Licensee").
Recitals
Whereas, as between Selectron and Licensee, Selectron is the owner of all rights, titles, and interest in and to certain
software and materials, identified more particularly in this Agreement as the "Licensed Software"; and
Whereas, Selectron wishes to grant to Licensee, and Licensee desires to obtain from Selectron, certain rights to access and
use, and to permit authorized Licensee employees to access and use the Licensed Software through Selectron's application
hosting service, as more particularly described below and in accordance with the terms and conditions of this Agreement.
Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following
terms and conditions, which set forth the rights, duties and obligations of the parties:
Agreement
1. Definitions
For purposes of this Agreement, the following
terms shall have the following meanings. Any
capitalized terms used in this Agreement that
are not defined in this Section 1 shall have the
meaning given to them elsewhere in this
Agreement.
1.1 "Aggregate Data" means information,
data, and statistics about a group of individuals,
organizations, or transactions that cannot be used to
identify Licensee or a particular individual, including
Licensee Data that has been de -identified and anonymized
and combined with data about other individuals and
transactions.
1.2 "Authorized User" means an Employee
that Licensee provides with access to the Licensed
Software.
1.3 "Customer Tools" means the Licensed
Software components and interfaces that, as described in
the Documentation, are designed and intended to be
accessed by customers of Licensee through an application
109738\15326,WT[X46335611.1
that is set up and maintained as part of the Services and/or
Licensee's website.
1.4 "Derivative Work" shall mean a new or
modified work that is based on or derived from a
preexisting work, including, without limitation, a work that
in the absence of a license, would infringe the Intellectual
Property Rights associated with such preexisting work.
1.5 "Documentation" shall mean the
standard documentation for the Licensed Software, as
generally provided by Selectron to its other customers.
1.6 "Employee" shall mean a then -current
employee of Licensee.
1.7 "Intellectual Property Rights" shall
mean all rights associated with (a) patents, designs,
algorithms, and other industrial property rights; (b) works
of authorship, including copyrights, "moral rights", and
derivative works thereof; (c) the protection of trade and
industrial secrets and confidential information;
(d) Trademarks (as defined herein); (e) all other
intellectual and industrial property rights (of every kind
and nature throughout the world and however
designated), whether arising by operation of law, contract,
license, or otherwise; and (f) all registrations, initial
applications, divisions, continuations, renewals,
extensions, divisions, and re -issuances of any of the
foregoing, now existing or acquired in the future.
1.8 "Licensed Software" shall mean,
collectively, (a) the software programs that are listed in
Appendix C; (b) the Documentation; and (c) any Updates.
1.9 "Licensee Data" means structured data
about and identifiable to customers of Licensee, including
without limitation data about transactions between such
customers and Licensee, (a) that Licensee provides to
Selectron to enable Selectron to provide the Licensed
Software and the Services, (b) that Selectron collects from
Licensee's customers to facilitate payments by those
customers to Licensee, or (c) that Selectron otherwise
collects or creates, including by automated means, in the
course of performing the Services or providing the
Licensed Software to Licensee.
1.10 "PCI Data" means Cardholder Data
(including, without limitation, Primary Account Number,
cardholder name, expiration date, and Service Code) and
Sensitive Authentication Data (including without limitation
full magnetic stripe data or the equivalent on a chip,
CAV2/CVC2/CW2/CID, PINs/PIN block), as such terms are
defined by the PCI Security Standards Council.
1.11 "Security Incident" means a breach of
security resulting in an unauthorized third party gaining
access to Licensee Data if (a) such breach creates a
substantial risk of harm to Licensee or any individual(s) and
(b) the Licensee Data was accessed in unencrypted, usable,
or readable form or it is reasonably likely that the
unauthorized third party has acquired or will acquire the
decryption key or other means of converting the Licensee
Data to readable or usable form.
1.12 "Services" means the outbound call
management, customization, training, set-up,
configuration, or other services listed in Appendix A and
further described in Appendix C hereto, the Technical
Support Services, and any other services Selectron
provides to Licensee as described herein.
1.13 "Technical Support Services" means the
maintenance and technical support services described in
Appendix A hereto.
1.14 "Term" shall have the meaning set forth
in Section 11.1.
1.15 "Trademarks" shall mean (a) the
trademarks, trade names, and service marks used by a
party, whether registered or unregistered; (b) the
respective stylistic marks and distinctive logotypes for such
trademarks, trade names, and service marks; (c) such
other marks and logotypes as either party may designate
from time to time in writing; and (d) the goodwill
connected with the use of and symbolized by any of the
foregoing.
1.16 "Updates" shall mean any modifications,
error corrections, bug fixes, new releases, or other updates
of or to Licensed Software, including the Documentation,
that may be provided or otherwise made available
hereunder by Selectron to Licensee during the Term.
1.17 "Work Product" means any and all work
product, deliverables, materials, drawings, works of
authorship, creative works, designs, inventions,
documentation, methods, processes, techniques,
software, reports, or data created or developed by
Selectron in the course of performing the Services or
providing the Licensed Software, excluding Licensee Data.
2. Grant of License; Restrictions
2.1 Grant of License to Use Licensed
Software. Subject to the terms and conditions of this
Agreement, including the End User License Agreement
("EULA") attached hereto as Appendix B which is
incorporated into and made a part hereof, and the timely
payment of all fees hereunder, Selectron hereby grants to
Licensee a non-exclusive, nontransferable,
nonsublicensable, limited license, during the Term, to
access and use the Licensed Software solely in accordance
with the Documentation and the EULA and solely for
Licensee's own internal business use. Except as set forth
in this Section 2.1 or the EULA, no other right or license of
any kind is granted by Selectron to Licensee hereunder
with respect to the Licensed Software.
2.2 Software Restrictions. Licensee hereby
acknowledges and agrees that it shall not use the Licensed
Software for any purpose other than the purpose for which
Selectron has developed the Licensed Software, and that it
shall use the Licensed Software in accordance with the
EULA and all applicable laws, rules, and regulations. In the
event of any violation of this Section 2.2 or the terms of
the EULA by Licensee or any person Licensee provides with
access to the Licensed Software (whether or not such
person is an Authorized User), Selectron may terminate
this Agreement in accordance with Section 11.2, and shall
109738,153265.T1-1,46335611 1
be entitled to equitable relief in accordance with
Section 12.5.
2.3 Data Restrictions. Selectron hereby
acknowledges that the Licensee Data may contain
sensitive, personally -identifiable information. Selectron
will not disclose Licensee Data to any third -party except as
required to perform its obligations under this Agreement
(e.g., transmittal of PCI Data to Licensee's designated
payment gateway) and will maintain and use the Licensee
Data only for purposes of performing its obligations under
this Agreement. Except as otherwise expressly provided
herein, Selectron will promptly delete any Licensee Data
that Licensee requests in writing to be deleted (except for
data retention required by law).
2.4 Rights in Aggregate Data.
Notwithstanding Section 2.3, Selectron may, (a) during the
term of this Agreement, use and analyze the Licensee Data
to generate Aggregate Data and (b) during and after the
term of this Agreement, retain, use, publish, and otherwise
disclose Aggregate Data without restriction, so long as the
Aggregate Data is disclosed in a form in which it cannot be
used to identify Licensee or any particular individual(s). By
way of example and without creating any limitation,
Selectron may analyze the Licensee Data along with data
gathered from other sources to generate statistics and
analytics about success rates of municipalities in collecting
payments in response to application notification calls.
3. Deliverables and Services
3.1 Services. Selectron shall perform the
Services described in Appendix C and the Technical
Support Services described in Appendix B in accordance
with the terms of this Agreement.
3.2 Delivery, Testing, and Acceptance. All
deliveries of equipment or physical goods required under
this Agreement shall be F.C.A. Selectron's facilities.
Selectron shall provide Licensee with the Documentation
and access to the Licensed Software according to the
delivery, testing, and acceptance schedule and terms and
conditions set forth in Appendix C. Unless a testing period
of different duration is set forth in Appendix C, Licensee
shall have a testing period of thirty (30) days from the date
of delivery of any Licensed Software, including any
customized Licensed Software, to inspect and test the
Licensed Software. If Licensee provides Selectron with
written notice during the applicable testing period
describing the Licensed Software's failure to substantially
comply with the limited warranty set forth in Section 7.2 in
sufficient detail to enable Selectron to reproduce such
failure, the Service Fees for the non -conforming Licensed
Software shall be suspended until Selectron corrects any
such substantial non -conformity. If Licensee does not
provide such notice during the testing teriod, the Licensed
Software shall be deemed accepted, and Licensee's sole
remedy for any non-conformance shall be the Technical
Support Services provided hereunder.
3.3 Authorized Users; Licensee
Identification and Passwords. Except as provided in
Section 3.4, Licensee shall not permit any person to access
the Licensed Software other than Employees whom
Licensee has designated as Authorized Users. Each
individual natural person shall be a separate Authorized
User for purposes of this Agreement. Licensee shall create
or request that Selectron create unique log -in credentials,
consisting of a "User Identification" and "User Password",
for each individual Authorized User who shall be accessing
the Licensed Software. Licensee hereby acknowledges
that Licensee and its Authorized Users bear sole
responsibility for protecting the confidentiality of all User
Passwords and shall remain fully responsible and liable for
(and Selectron shall not be responsible or liable for) any
unauthorized use of any User Identifications or User
Passwords. Licensee shall not share or disclose, and shall
not permit any Authorized User to share or disclose, such
Authorized User's log -in credentials with or to any other
individual or entity, even if such other individual is also an
Authorized User. A User Identification may not be
transferred from one Authorized User to another
Authorized User. Licensee shall promptly terminate (or
cause to be terminated by requesting that Selectron
terminate) the User Identification for any individual who
ceases to be an Authorized User for any reason, including
without limitation due to termination of such individual's
employment with Licensee. Licensee shall promptly notify
Selectron if it discovers or suspects that any log -in
credentials have been accessed or used by any person
other than the Authorized User to which such log -in
credentials were granted, in which case Selectron shall
promptly reset or provide Licensee with a means of
resetting the password associated with such log -in
credentials.
3.4 Customer Tools. Licensee may permit its
customers to access and use the Customer Tools solely
through Licensee's website and/or an application that is
set up and maintained as part of the Services, and solely
for the purpose of enabling such customers to (a) receive
notifications sent by or on behalf of Licensee, (b) make
payments to Licensee, (c) view their invoices from Licensee
and history of payments to Licensee, and (d) update their
contact information with Licensee.
109738\ 153265\WTH\46335611.1
3.5 Hosting. During the Term, Selectron
and/or its designees shall host and maintain the Licensed
Software, and provide access thereto, subject to the terms
and conditions of this Agreement and the EULA.
3.6 Updates, Maintenance, and Technical
Support. During the Term, Selectron shall provide
Licensee with Updates as they are made generally
available by Selectron to its other customers, as well as
maintenance and technical support, in accordance with
the terms and conditions set forth in Appendix A. Any
Update provided or made available by Selectron
hereunder shall be deemed part of the Licensed Software
and shall be subject to the terms and conditions of this
Agreement.
3.7 Other Modifications to the Licensed
Software. Licensee understands and agrees that Selectron
may make modifications and updates to the Licensed
Software from time to time. Selectron may determine in
its sole discretion whether to provide such modifications
and updates to Licensee and its other customers as an
Update hereunder, or whether such modifications and
updates will be issued as a separate or new product or
premium version of the Licensed Software that is available
only at an additional charge.
3.8 Further Licensee Obligations. Licensee
shall be solely responsible for acquiring and maintaining,
at its own expense, the necessary equipment and Internet
and telecommunication services required to access the
Licensed Software and the Services. Licensee
acknowledges that Selectron shall have no obligation to
assist Licensee in using or accessing the Licensed Software
or the Service except as expressly set forth in this
Agreement.
4. Fees and Payment
4.1 Service Fees. Licensee shall pay to
Selectron service fees ("Service Fees") in the amounts and
according to the terms and conditions set forth in Exhibit
B. In addition to the payment of Service Fees, unless
different terms are provided for in Exhibit B, Licensee
agrees to reimburse Selectron for all actual, documented
and reasonable and out-of-pocket expenses incurred by
Selectron in connection with the performance of any
Services. Travel is excluded from this Agreement, and if
required can be added under a change order.
4.2 Payment Terms. Unless different
payment terms are set forth in Exhibit B, all fees and
expenses payable hereunder shall be due thirty (30) days
from the date of invoice, and any amounts not paid when
due will incur late fee charges at the rate of 1.5% per
month, or the maximum rate permitted by applicable law,
whichever is lower, calculated on a daily basis. If any
amounts are past due and outstanding, Selectron reserves
the right to suspend the licenses granted hereunder,
suspend access to the Licensed Software, and discontinue
the Services until all outstanding amounts are paid.
Selectron is entitled to recover all costs of collection,
including attorney's fees and related expenses.
Notwithstanding Exhibit B, fees due for the first year of the
Term will be due as follows: 45% due at contract execution
and 55% upon delivery of the Licensed Software for UAT.
4.3 Disputed Amounts. Any disputed
charges must be presented by Licensee to Selectron in
writing within fifteen (15) days of the date of invoice, and
the parties agree to cooperate in good faith to promptly
resolve any disputed invoice within fifteen (15) days of
Selectron's receipt of Licensee's written notice of dispute.
In the event Licensee disputes any amounts invoiced by
Selectron in good faith, the undisputed amount shall be
paid when due, and only disputed amounts shall be
withheld pending resolution of the dispute. If payment of
a disputed amount has already been made and later
resolution of the dispute is in Licensee's favor, a credit will
be issued by Selectron to Licensee on the next invoice.
4.4 Fee Increases. During the Initial Term,
the Service Fees set forth in Exhibit B shall apply. After the
Initial Term (as defined in Section 11.1 below), Selectron
may increase or change its fees by providing Licensee with
notice of such increase or change at least ninety (90) days
prior to the effective date of such increase or change.
Licensee's sole alternative to such fee increase or change
shall be to terminate this Agreement by providing notice
of termination to Selectron within twenty (20) days after
receipt of the notice of price increase or change, which
termination will become effective thirty (30) days after
such written notice of termination.
4.5 Taxes. All prices set forth in this
Agreement are in U.S. Dollars and are exclusive of any
applicable taxes. Licensee shall pay, indemnify, and hold
Selectron harmless from all import and export duties,
customs fees, levies, or imposts, and all sales, use, value
added, or other taxes or governmental charges of any
nature, including penalties and interest, and all
government permit or license fees assessed upon or with
respect to any products sold, leased, or licensed to
Licensee and any services rendered to Licensee; provided,
however, that Licensee shall not be responsible for paying
any taxes imposed on, or with respect to, Selectron's
109738\ 153265\WTH\463356l l .1
income, revenues, gross receipts, personnel, or real or
personal property or other assets.
5. Proprietary Rights
As between Selectron and Licensee, Selectron and/or its
licensors own and shall retain all right, title and interest,
including, without limitation, all Intellectual Property
Rights in and to the Licensed Software and any Work
Product resulting from performance of the Services and
any portions thereof, including without limitation any copy
or Derivative Work of the Licensed Software (or any
portion thereof) and any Updates and upgrades thereto.
Licensee agrees to take any action reasonably requested
by Selectron to evidence, maintain, enforce, or defend the
foregoing. Licensee shall not take any action to jeopardize,
encumber, limit, or interfere in any manner with
Selectron's or its licensors' ownership of and rights with
respect to the Licensed Software or Service, or any
Derivative Work or Update or upgrade thereto. The
Licensed Software and any Work Product are licensed, not
sold, and Licensee shall have only those rights in and to the
Licensed Software and Work Product and any Derivative
Work or Update or upgrade thereto as are expressly
granted to it under this Agreement, including the EULA.
6. 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
disclosing 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; provided, however,
that each party (the "receiving party") may disclose
Proprietary Information of the other party (the "disclosing
party") (a) to such receiving party's employees, directors,
officers, contractors, and agents (collectively,
"Representatives") who have a need to know such
information and who have been advised of and have
agreed to comply with the confidentiality restrictions
contained in this Section 6 and (b) to such third parties as
are authorized or directed by the disclosing party in
writing. Each party shall be responsible and liable for the
actions and omissions of its Representatives. "Proprietary
Information" belonging to a disclosing party includes, but
is not limited to, such disclosing party's (a) trade secrets,
inventions, ideas, processes, formulas, source and object
codes, data, other works of authorship, know-how,
improvements, discoveries, developments, designs, and
techniques; (b) information regarding its plans for
research, development, new products, marketing and
selling, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; (c)
information regarding the skills and compensation of
employees, and (d) other information about or belonging
to such disclosing party that the receiving party should
reasonably know, due to the nature of the information or
the circumstances surrounding its disclosure, is regarded
by the disclosing party as confidential. Proprietary
Information includes reports, analyses, notes, and other
information or materials that contain or are derived using
the disclosing party's Proprietary Information, even if
developed in whole or in part by the receiving party.
For clarity, information about the Licensed Software,
including information about its features, functionality, and
pricing, are and shall remain the Proprietary Information
of Selection. For further clarity, Licensee Data is and shall
remain the Proprietary Information of Licensee.
Notwithstanding the foregoing, information will not be
considered to be Proprietary Information if (a) it is readily
available to the public other than by a breach of this
Agreement; (b) it has been rightfully received by the
receiving party from a third party without confidentiality
limitations; (c) it has been independently developed by the
receiving party without reference to or use of the
disclosing party's Proprietary Information; or (d) 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.
7. Representations and Warranties; Warranty
Disclaimer.
7.1 Mutual Representations. Each party
represents and warrants to the other party that the
execution, delivery and performance of this Agreement
(a) is within its corporate, municipal, or governmental
powers, as the case may be (b) has been duly authorized
by all necessary corporate, municipal, or governmental
action on such party's part, and (c) does not and shall not
contravene or constitute a default under, and is not and
shall not be inconsistent with, any law, regulation,
judgment, decree or order, or any contract, agreement, or
other undertaking, applicable to such party.
109738\ 153265\ WTH\46335611.1
7.2 Limited Software Warranty and
Exclusive Remedy. Subject to the limitations set forth in
this Agreement, Selectron represents and warrants to
Licensee that the Licensed Software, when used in
accordance with the Documentation, shall throughout the
Term substantially conform to the functional specifications
in such Documentation. If Licensee finds what it
reasonably believes to be a failure of the Licensed
Software to substantially conform to the functional
specifications in the Documentation, and provides
Selectron with a written report that describes such failure
in sufficient detail to enable Selectron to reproduce such
failure, Selectron shall use commercially reasonable
efforts to correct or provide a workaround for such failure
at no additional charge to Licensee in accordance with
Appendix A hereto. Outside the United States, this limited
warranty is only available with proof of purchase from an
authorized source. EXCEPT FOR THE EXPRESS WARRANTY
ABOVE, SELECTRON PROVIDES THE LICENSED SOFTWARE
TO LICENSEE "AS IS" AND "AS AVAILABLE." SELECTRON
MAKES NO WARRANTY THAT ALL ERRORS, FAILURES, OR
DEFECTS SHALL BE CORRECTED, OR THAT ACCESS TO OR
USE OF THE LICENSED SOFTWARE SHALL BE
UNINTERRUPTED, ERROR -FREE, OR SECURE. NO ORAL OR
WRITTEN INFORMATION OR ADVICE PROVIDED BY
SELECTRON, ITS AGENTS, OR ITS EMPLOYEES, SHALL
CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS
AGREEMENT. This Section states the entire liability of
Selectron and the sole and exclusive remedy of Licensee
with respect to any breach of the foregoing express
warranty.
7.3 Limited Services Warranty and
Exclusive Remedy. Subject to the limitations set forth in
this Agreement, Selectron warrants that the Services shall
be performed in a professional and workmanlike manner.
Selectron's sole obligation, and Licensee's exclusive
remedy for breach of the foregoing warranty, is that
Selectron shall use its commercially reasonable efforts to
re -perform the Services or otherwise cure such breach. If,
in Selectron's sole judgement, curing the breach is not
commercially feasible, Selectron shall credit Licensee for a
portion of the fees allocable to the affected period of time
that is proportionate to the period the Services or
Licensee's ability to access or use the Licensed Software
was impaired.
7.4 Disclaimer of Other Warranties. THE
EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 AND
SECTION 8.5.5 CONSTITUTE THE ONLY WARRANTIES
MADE BY SELECTRON WITH RESPECT TO THE LICENSED
SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT
109738\ 153265\WTFI\46335611. I
MATTER OF THIS AGREEMENT. SELECTRON MAKES NO
OTHER, AND HEREBY DISCLAIMS ALL OTHER,
REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF
ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT
OR BY OPERATION OF LAW), OR STATUTORY, WITH
RESPECT TO THE LICENSED SOFTWARE, THE SERVICES, OR
ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.
SELECTRON EXPRESSLY DISCLAIMS ALL WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT,
AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF
DEALING, COURSE OF PERFORMANCE, OR USAGE OF
TRADE. SELECTRON DOES NOT WARRANT THAT ANY USE
OF OR ACCESS TO THE LICENSED SOFTWARE SHALL BE
ERROR -FREE OR SECURE, OR THAT OPERATION OF THE
LICENSED SOFTWARE SHALL BE UNINTERRUPTED, AND
HEREBY DISCLAIMS ANY AND ALL LIABILITY IN
CONNECTION THEREWITH. LICENSEE ACKNOWLEDGES
THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN
THE EXPRESS WARRANTIES IN SECTION 7 AND SECTION
8.55 OF THIS AGREEMENT.
7.5 Defects Not Covered by Warranties.
Selectron shall have no obligations under Section 7.2 to
the extent any nonconformance or failure of, or error in,
the Licensed Software is caused by (a) use of any
attachment, feature, hardware, software, or device in
connection with the Licensed Software, or combination of
the Licensed Software with any other materials or service,
unless the combination is performed by Selectron;
(b) transportation, neglect, misuse, or misapplication of
the Licensed Software, or any use of the Licensed Software
that is not in accordance with this Agreement, the EULA,
and/or the Documentation; (c) alteration, modification, or
enhancement of the Licensed Software, except as may be
performed by Selectron; (d) failure to provide a suitable
use environment for all or any part of the Licensed
Software; or (e) failure to maintain systems and
environments that are compatible with Updates.
8. Security
8.1 Internet Security. Selectron's Licensed
Software is made available through the Internet and may
be used to access and transfer information over the
Internet. Licensee is solely responsible for the security and
integrity of information it transfers from the Licensed
Software, if any. Selectron makes no representations or
warranties to Licensee regarding (a) the security or privacy
of Licensee's network environment, or (b) any third -party
technologies' or services' ability to meet Licensee's
security and 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. Licensee is solely
responsible for ensuring a secure environment for
information it transfers from the Licensed Software, if any.
Further, Licensee acknowledges and agrees that Selectron
does not operate or control the Internet and that Selectron
shall have no responsibility or liability in connection with a
breach of security or privacy regarding the Licensed
Software or information contained therein that is caused
by (a) viruses, worms, Trojan horses, or other undesirable
data or software; (b) unauthorized users, e.g., hackers; or
(c) any other third party or activity beyond Selectron's
reasonable control; in each of the foregoing cases, except
to the extent caused by Selectron's breach of Section 8.4
or 8.5.
8.2 Remote Access Security. Selectron may
require remote access capability to Licensee's network.
This could be required for support of onsite software, or to
enable access to required local data. Selectron will work
with Licensee's IT staff to determine the best access
method, as approved by Licensee's IT and security staff.
Remote access is normally provided by using industry
standard remote access software, escorted connectivity,
or through a Licensee solution such as VPN access.
Regardless of what method is used to provide remote
access, or which party provides remote access software, it
is Licensee's responsibility to ensure that the remote
access method meets Licensee's security requirements.
Selectron makes no representations or warranties to
Licensee regarding the remote access software's ability to
meet Licensee's security or privacy needs. Selectron also
makes no recommendation for any specific package or
approach with regard to security. Licensee is solely
responsible for ensuring a secure network environment.
8.3 Outbound Services Disclaimer.
Outbound services are intended to create additional
methods of communication for Licensee's employees who
use the Licensed Software in support of existing processes.
These services are not intended to replace all interaction
with Licensee's end users or employees. 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, and
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.
Licensee acknowledges that it is aware of the potential
hazards associated with relying on an automated
outbound service feature, when using the Licensed
Software, and Licensee acknowledges and agrees that it is
giving up in advance any right to sue or make any claim
against Selectron, and that Licensee forever releases
Selectron from any and all liability caused by (a) any failed
call attempts (including excess of calls over and above
network or system capacity), incomplete calls, or any busy -
outs; (b) any failure to transmit, obtain or collect data from
callers or for human and machine errors, faulty or
erroneous input, inarticulate caller communication, caller
delays or call lengths exceeding estimated call lengths or
omissions, delays and losses in connection with the
Services provided hereunder; or (c) if Licensee, Licensee's
employees, or Licensee's end user suffer injury or damage
due to the failure of outbound services to operate, even
though Licensee does not know what or how extensive
those injuries or damages might be, unless such losses
were directly attributable to Selectron's gross negligence
or willful misconduct.
8.4 Privacy and Security Standards.
Selectron agrees that it will gather, collect, receive,
generate, store, use, maintain, transmit, process, import,
export, transfer and disclose the Licensee Data
substantially in compliance with applicable data
protection, security, breach notification and privacy laws,
rules, regulations and industry standards to which
Selectron is subject. Selectron shall, at all times, use
reasonable measures to protect the confidentiality of the
Licensee Data in its possession or care, including technical,
administrative, and physical safeguards that are
appropriate given the nature of the Licensee Data.
8.5 PCI Compliance. Selectron warrants
that, during the Term of this Agreement, (a) all system
components, people, processes, and the cardholder data
environment that are used in Selectron's collection,
transmittal, or other processing of PCI Data on behalf of
Licensee are and shall remain compliant with the
applicable provisions of PCI D55; and (b) Selectron
PayEngine'"', Selectron's proprietary payment application,
is and shall remain compliant with PA-DSS. On an annual
basis or upon Licensee's request, Selectron shall provide
Licensee with an Attestation of Compliance or Attestation
of Validation confirming such compliance.
8.6 Incident Response. In the event
Selectron becomes aware of a confirmed or suspected
Security Incident involving the unauthorized disclosure or
theft of PCI Data, Selectron shall (a) notify Licensee, (b)
109738\ 153265\WTH\46335611.1
cooperate in any investigation, (c) promptly take
reasonable measures to prevent further unauthorized
access or use of the Licensee Data, (d) cooperate with
Licensee's notification to affected individuals if such
notification is required by applicable law or regulation, and
(e) perform all such other acts, or cooperate with
Licensee's performance of all such other acts, that are
required with respect to such Security Incident by
applicable law or regulation.
8.7 Limited Scope of PCI Data Processing.
The parties acknowledge that Selectron's sole processing
of PCI Data on behalf of Licensee shall consist of (a)
collecting PCI Data needed to facilitate payments to
Licensee, (b) transmitting such PCI Data to a third party
payment gateway designated by Licensee, and (c)
receiving confirmation via the payment gateway that the
payment transaction has been completed. After
transmittal of PCI Data to the payment gateway, Selectron
will not retain, store, or continue to use or process such
PCI Data.
8.8 Data Transfers Between Licensee and
Selectron. The parties acknowledge that, to facilitate
providing the Services and the Licensed Software,
Selectron and Licensee shall regularly transfer Licensee
Data to each other. Licensee, not Selectron, is responsible
for providing and maintaining a secure file transfer
protocol for such transfer of Licensee Data, and shall be
responsible for maintaining the security of the system
components, environment, and procedures of such file
transfer protocol.
8.9 Licensee's Privacy Practices. Licensee
acknowledges that the Licensee Data includes information
about individuals with whom Licensee, rather than
Selectron, has direct relationships. Therefore, it is
Licensee's obligation, and not Selectron's obligation, to
provide any privacy notices or disclosures to, and obtain
any consent from, such individuals as may be required by
applicable law with respect to processing of the Licensee
Data by Selectron on Licensee's behalf. Licensee
represents, warrants, and covenants to Selectron that (a)
Licensee has the authority to transmit the Licensee Data to
Selectron; and (b) Selectron's collection, storage,
transmittal, and other processing of the Licensee Data on
behalf of Licensee, as described in the Documentation and
this Agreement, does not and will not violate any
applicable laws, regulations, ordinances, contracts,
policies, orders, or decrees to which Licensee is subject.
9. Indemnification
9.1 Infringement Indemnity Obligations of
Selectron. Selectron shall defend any action brought
against Licensee to the extent it is based on a third party
claim that use by Licensee of the Licensed Software as
furnished hereunder, which use is in accordance with the
terms and conditions of this Agreement, directly infringes
or misappropriates any valid United States patent,
copyright, or trade secret. Selectron shall pay any
liabilities, costs, damages, and expenses (including
reasonable attorney's fees) finally awarded against
Licensee in such action that are attributable to such claim.
Licensee agrees to promptly notify Selectron of any known
or suspected infringement or misappropriation of
Selectron's proprietary rights of which Licensee becomes
aware. Should the Licensed Software become, or be likely
to become in Selectron's opinion, the subject of any claim
of infringement, Selectron may, at its option (a) procure
for Licensee the right to continue using the potentially
infringing materials; (b) replace or modify the potentially
infringing materials to make them non -infringing; or
(c) terminate this Agreement and provide Licensee with a
refund equal to the set-up fees paid by Licensee, less an
amount equal to the depreciated portion of such fees
calculated on a five (5) year straight-line basis. This
Section 9.1 states the entire liability of Selectron and the
exclusive remedy of Licensee with respect to infringement
of any third -party intellectual property or other rights,
whether under theory of warranty, indemnity, or
otherwise.
9.2 Infringement Indemnity Obligations of
Licensee. Selectron shall have no liability for any claim
based upon (a) the use, operation, or combination of the
Licensed Software with non-Selectron programs, data,
equipment, or documentation if liability would have been
avoided but for such use, operation, or combination;
(b) use of other than the then -current, unaltered version
of the Licensed Software that incorporates all Updates;
(c) Licensee's or its agents' or Employees' activities after
Selectron has notified Licensee that Selectron believes
such activities may result in infringement; (d) any
modifications to or markings of the Licensed Software that
are not specifically authorized in writing by Selectron;
(e) any third party software; (f) any Licensee Data; or
(g) Licensee's breach or alleged breach of this Agreement.
Licensee shall indemnify, defend, and hold Selectron
harmless to the extent permitted under Colorado law for,
from and against all liabilities, costs, damages, and
expenses (including reasonable attorney's fees) awarded
against or incurred by Selectron in such action(s) that are
attributable to such claim.
109738\ 153265\WTH\46335611.1
9.3 Security Related Indemnity Obligations
of Selectron. If an investigation performed by a qualified
third party forensic investigator confirms that a Security
Incident was caused solely by an act or omission of
Selectron, including any security vulnerability in system
components, procedures, or environments owned or
controlled by Selectron, then Selectron shall defend,
indemnify, and hold harmless Licensee for, from and
against all liabilities, costs, damages, fines, penalties, and
expenses (including reasonable attorney's fees) incurred
by Licensee as a result of such Security Incident, including
the reasonable costs of investigation and reasonable costs
of notification to affected individuals and providing credit
monitoring or other fraud prevention services, but only to
the extent such notification, credit monitoring, or other
fraud prevention services are required by applicable laws,
regulations, a court order or consent decree, or the terms
of a settlement and release of claims arising from such
Security Incident that Selectron has consented to
(collectively, "Losses").
9.4 Security Related Indemnity Obligations
of Licensee. Selectron shall have no liability or obligation
to defend or indemnify Licensee with respect to any Losses
caused by Licensee's breach of Sections 8.8 or 8.9 or any
Security Incident to the extent caused in whole or in part
by an act or omission of Licensee or any third party (other
than Selectron's subcontractors) or any of their affiliates,
employees, directors, officers, agents, or contractors
(other than Selectron), including without limitation any of
the following acts or omissions: (a) their loss of control of
any device, (b) their failure to maintain the confidentiality
of log -in credentials, (c) their transmission of data via
methods that are not secure, (d) their failure to maintain
systems and environments that are compatible with any
Update, (e) their violation of the applicable terms of this
Agreement or any applicable laws, regulations, or industry
standards, or (f) any vulnerability in their environment,
systems, hardware, software, or physical or administrative
security safeguards or procedures, including without
limitation any vulnerability in the file transfer protocol
maintained by Licensee pursuant to Section 8.8. Licensee
shall indemnify, defend, and hold harmless to the extent
permitted under Colorado law Selectron for, from and
against all Losses arising from any such Security Incident or
Licensee's breach of Sections 8.7 or 8.8, including without
limitation any expenses incurred by Selectron in complying
with its obligations under Section 8.6.
9.5 Conditions for Indemnification. The
parties' indemnification obligations hereunder shall apply
only if (a) the party to be indemnified (the "indemnitee"
notifies the party obligated to indemnify them (the
"indemnitor") in writing of a claim promptly upon learning
of or receiving the same; and (b) the indemnitee provides
the indemnitor with reasonable assistance requested by
the indemnitor, at the indemnitor's expense, for the
defense and settlement, if applicable, of any claim. The
indemnitee's failure to perform any obligations or satisfy
any conditions under this Section 9.5 shall not relieve the
indemnitor of its obligations hereunder except to the
extent that the indemnitor can demonstrate that it has
been materially prejudiced as a result of such failure.
9.6 Control of Defense. After receipt of
notice of a claim, the indemnitor shall be entitled, if it so
elects, at its own cost, risk and expense (a) to take control
of the defense and investigation of such lawsuit or action;
and (ii) to employ and engage attorneys of its own choice
to handle and defend the same; provided, however, that
the indemnitee's consent shall be required for any
settlement that does not include a full release of all claims.
If the indemnitor fails to assume the defense of such claim
within ten (10) business days after receipt of notice of the
claim, the indemnitee will (upon delivering notice to such
effect to the indemnitor) have the right to undertake, at
the indemnitor's cost and expense, the defense,
compromise or settlement of such claim on behalf of and
for the account and risk of the indemnitor; provided,
however, that such claim shall not be compromised or
settled without the written consent of the indemnitor. The
party that assumes control of the defense of the claim will
keep the other party reasonably informed of the progress
of any such defense, compromise or settlement.
Notwithstanding the foregoing, the indemnitee shall be
entitled to conduct its own defense at the cost and
expense of the indemnitor if the indemnitee establishes
that the conduct of its defense by the indemnitor would
reasonably be likely to prejudice materially the indemnitee
due to a conflict of interest between the indemnitee and
the indemnitor; and provided further that in any event, the
indemnitee may participate in such defense at its own
expense.
10. Limitation of Liability
10.1 Limited Remedy. EXCEPT AS EXPRESSLY
PROVIDED HEREIN, TO THE MAXIMUM EXTENT ALLOWED
BY APPLICABLE LAW, IN NO EVENT SHALL SELECTRON OR
ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE
OBLIGATED TO INDEMNIFY LICENSEE FOR, ANY LOSS OF
PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR
INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS
ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
109738\153265 \WTER 4633561 1 .1
SUBJECT MATTER HEREOF, EVEN IF SELECTRON HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
HOWEVER CAUSED.
10.2 Maximum Liability. Notwithstanding
anything in this Agreement to the contrary or the failure of
essential purpose of any limited remedy or limitation of
liability, Selectron's entire liability arising from or relating
to this Agreement or the subject matter hereof, under any
legal theory (whether in contract, tort or otherwise), shall
not exceed the amounts actually received by Selectron
from Licensee hereunder in the twelve (12) months
immediately preceding the action that gave rise to the
claim. Licensee acknowledges that the Service Fees reflect
the allocation of risk set forth in this Agreement and that
Selectron would not enter into this Agreement without the
limitations on liability set forth in this Agreement.
11. Term and Termination
11.1 Term. The term of this Agreement shall
commence on the Effective Date and continue for an initial
period of two (2) years therefrom (the "Initial Term"), and
shall automatically renew for successive one (1) year
periods unless either party notifies the other of its
intention not to renew at least ninety (90) days before the
end of the then -current term (collectively, the "Term"). If
Licensee cancels prior to the end of the Initial Term of two
(2) years as selected by Customer, all fees for the Initial
Term of this agreement that are unpaid will become
immediately due.
11.2 Termination for Default. If either party
materially defaults in any of its obligations under this
Agreement, the non -defaulting party, at its option, shall
have the right to terminate this Agreement by written
notice to the other party unless, within sixty (60) calendar
days after written notice of such default, the defaulting
party remedies the default, or, in the case of a default
which cannot with due diligence be cured within a period
of sixty (60) calendar days, the defaulting party institutes
within the sixty (60) day -period substantial steps necessary
to remedy the default and thereafter diligently prosecutes
the same to completion. Notwithstanding anything herein
to the contrary, in the event Licensee breaches the EULA
or Sections 2.2, 5 and/or 6 of this Agreement, Selectron
may immediately terminate this Agreement. Licensee
shall notify Selectron within twenty-four (24) hours of
Licensee's becoming aware of any breach (other than by
Selectron) of the terms and conditions of this Agreement,
including, without limitation, any breach of Sections 2.2, 5
or 6.
11.3 Termination for Bankruptcy. Either
party may terminate this Agreement if the other party
(a) becomes insolvent; (b) fails to pay its debts or perform
its obligations in the ordinary course of business as they
mature; (c) is declared insolvent or admits its insolvency or
inability to pay its debts or perform its obligations as they
mature; or (d) becomes the subject of any voluntary or
involuntary proceeding in bankruptcy, liquidation,
dissolution, receivership, attachment, or composition, or
makes a general assignment for the benefit of creditors,
provided that, in the case of an involuntary proceeding,
the proceeding is not dismissed with prejudice within sixty
(60) days after the institution thereof.
11.4 Effect of Termination. Upon the
expiration or termination of this Agreement, all rights and
licenses granted to Licensee hereunder shall immediately
and automatically terminate. Within ten (10) days after
any termination or expiration of this Agreement, Licensee
shall, at its sole expense, return to Selectron (or destroy,
at Selectron's sole election) all Licensed Software and
Proprietary Information of Selectron (and all copies,
summaries, and extracts thereof) then in the possession or
under the control of Licensee and its current or former
employees. Licensee shall furnish to Selectron an affidavit
signed by an officer of Licensee certifying that, to the best
of its knowledge, such delivery or destruction has been
fully effected. Termination of this Agreement by either
party shall not act as a waiver of any breach of this
Agreement and shall not act as a release of either party
from any liability for breach of such party's obligations
under this Agreement. Neither party shall be liable to the
other for damages of any kind solely as a result of
terminating this Agreement in accordance with its terms.
Either party's termination of this Agreement shall be
without prejudice to any other right or remedy that it may
have at law or in equity, and shall not relieve either party
of liability for breaches occurring prior to the effective date
of such termination. Any provisions that would reasonably
be expected by the parties to survive termination of this
Agreement shall survive such termination, including
without limitation the provisions of the EULA and
Sections 1 ("Definitions"), 2.2 ("Software Restrictions"),
2.3 ("Data Restrictions"), 2.4 ("Rights in Aggregate Data"),
4 ("Fees and Payment") (with respect to amounts accrued
but as -yet unpaid), 5 ("Proprietary Rights"), 6 ("Proprietary
Information"), 7 ("Representations and Warranties;
Warranty Disclaimer"), 8 ("Security"), 9
("Indemnification"), 10 ("Limitation of Liability"), 11
("Term and Termination") and 12 ("General Provisions").
12. General Provisions
109738\ 153265\WTH\46335611. I
12.1 Notices. Any notice, request, demand or
other communication required or permitted hereunder
shall be in writing, shall reference this Agreement, and
shall be deemed to be properly given (on the earliest of)
(a) when delivered personally; (b) when sent by facsimile,
with written confirmation of receipt; or (c) upon receipt
three (3) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid.
All notices shall be sent to the address set forth on the
signature page below (or to such other address as may be
designated by a party by giving written notice to the other
party pursuant to this Section 12.1).
12.2 Governing Law; Jurisdiction. This
Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, U.S.A.,
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 dispute
regarding this Agreement must be brought in the state or
federal courts located in Weld County, Colorado, U.S.A.
12.3 Construction. This Agreement has been
negotiated by the parties and their respective counsel.
This Agreement shall be interpreted fairly in accordance
with its terms and without any construction in favor of or
against either party.
12.4 Attorneys' Fees. If any legal action is
brought relating to this Agreement or the breach hereof,
each party in any final judgment shall be responsible for
their own expenses, including all court costs and attorney
fees paid or incurred.
12.5 Injunctive Relief. In the event that
Licensee breaches any provision of the EULA or Sections 2,
5, or 6 or any other material provision of this Agreement,
Licensee acknowledges and agrees that there may be no
adequate remedy at law to compensate Selectron for such
breach, that any such breach may result in irreparable
harm to Selectron that would be difficult to measure; and,
therefore, that upon any such breach or threat thereof,
Selectron shall be entitled to seek 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 Selectron may
have at law, in equity, under this Agreement, or otherwise.
12.6 Waiver. The waiver by either party of a
breach of or a default under any provision of this
Agreement, shall be in writing and shall not be construed
as a waiver of any subsequent breach of or default under
the same or any other provision of this Agreement, nor
shall any delay or omission on the part of either party to
exercise or avail itself of any right or remedy that it has or
may have hereunder, operate as a waiver of any right or
remedy.
12.7 Severability. If the application of any
provision of this Agreement to any particular facts or
circumstances shall be held to be invalid or unenforceable,
then (a) the validity and enforceability of such provision as
applied to any other particular facts or circumstances and
the validity of other provisions of this Agreement shall not
in any way be affected or impaired thereby, and (b) such
provision shall be enforced to the maximum extent
possible so as to effect the intent of the parties, and
reformed without further action by the parties, to the
extent necessary to make such provision valid and
enforceable. Without limiting the generality of the
foregoing, Licensee agrees that Section 7.4 will remain in
effect notwithstanding the unenforceability of any other
provision hereof.
12.8 Independent Contractor Relationship.
Selectron's relationship with Licensee will be that of
independent contractor, and nothing contained in this
Agreement shall be deemed or construed as creating a
joint venture, partnership, or employer -employee
relationship. Licensee is not an agent of Selectron and is
not authorized to make any representation, contract, or
commitment on behalf of Selectron, or to bind Selectron
in any way. Selectron is not an agent of Licensee and is not
authorized to make any representation, contract, or
commitment on behalf of Licensee, or to bind Licensee in
any way. Selectron will not be entitled to any of the
benefits that Licensee may make available to its
employees, such as group insurance, profit sharing, or
retirement benefits.
12.9 Force Majeure. Except for the payment
of monies due hereunder, neither party shall be
responsible or have any liability for any delay or failure to
perform to the extent due to unforeseen circumstances or
causes beyond its reasonable control, including, without
limitation, acts of God, earthquake, fire, flood, embargoes,
labor disputes and strikes, riots, war, error in the coding of
electronic files, Internet or other network "brownouts" or
failures, power failures, novelty of product manufacture or
other unanticipated product development problems, and
acts of civil and military authorities; provided that such
party gives the other party prompt written notice of the
failure to perform and the reason therefor and uses its
reasonable efforts to limit the resulting delay in its
109738\ 153265\WTH\46335611.1
performance and to mitigate the harm or damage caused
by such delay.
12.10 Public Announcements. Licensee shall
cooperate with Selectron so that Selectron may issue a
press release concerning this Agreement; provided,
however, Selectron may not release any such press release
without the prior approval of Licensee (which shall not be
unreasonably withheld, delayed, or conditioned).
However, without seeking prior approval in each instance,
Selectron shall have the right to use Licensee's name as a
customer reference, and to use Licensee's trade name on
Selectron's customer lists.
12.11 U.S. Government Rights. (a) The
Licensed 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 Licensed Software are licensed to any U.S.
Government End Users (i) only as a commercial item and
(ii) with only those rights as are granted to all other end
users pursuant to the terms and conditions herein.
Manufacturer is Selectron Technologies, Inc., 13535 SW
72na Ave, Suite 200 Portland OR 97223, USA. This Section,
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.
(b) The parties agree that, in the event that Licensee
is a governmental entity, all other state and local
governments within Licensee's state may purchase a
license from Selectron to use the Licensed Software under
the same terms and conditions as set forth in this
Agreement by entering into a master services and hosting
agreement with the same terms and conditions as set forth
herein with Selectron.
12.12 Export Controls. The Licensed Software
is subject to the export control laws of the United States
and other countries. Licensee may not export or re-export
the Licensed Software, unless Licensee has first obtained
Selectron's prior written permission and the appropriate
United States and foreign government licenses, at
Licensee's sole expense. Licensee 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 Licensed Software. None of
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the Licensed Software may 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. Licensee 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. Licensee
shall defend, indemnify and hold Selectron and all
successors, assigns, affiliates, suppliers, and each of their
officers, directors, employees, and agents harmless to the
extent permitted under Colorado law 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 Licensee's
violation of such export control laws. Licensee further
agrees to comply with the United States Foreign Corrupt
Practices Act, as amended.
12.13 Captions and Section Headings. The
captions and Section and paragraph headings used in this
Agreement are inserted for convenience only and shall not
affect the meaning or interpretation of this Agreement.
12.14 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.
12.15 Modification; Subsequent Terms. No
amendment or modification of any provision of this
Agreement shall be effective unless in writing and signed
by a duly authorized signatory of Selectron and Licensee.
To the extent that the terms and conditions of the
Appendixes hereto or Appendixes to subsequent
amendments or modifications of or to the Agreement
("Subsequent Terms") differ from those herein, those
Subsequent Terms shall control the interpretation and any
conflict resolution thereof. The terms on any purchase
order or similar document submitted by Licensee to
Selectron will not modify the terms and conditions of this
Agreement.
12.16 Entire Agreement; Amendment. This
Agreement, including the Appendixes(s) attached hereto,
constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes written, between the parties relating to the subject matter
(a) all prior or contemporaneous representations, of this Agreement, and (b) all past courses of dealing and
discussions, proposals, negotiations, conditions, industry custom.
agreements, and communications, whether oral or
109738\ 153265\ W T111463 3 5611.1
In Witness Whereof, the parties have caused this Agreement to be executed by duly authorized
representatives of the parties as of the Effective Date.
SELEC ON TECHNOLOGIES, INC. By:
LICENSEE
By:
nature Signature
Name:
Title:
Date: Va (-14 Date:
Address: 13535 SW 72' Avenue Suite 200 Address:
Portland, OR 97223
Name: Todd A. Johnston
Title: President
ATTEST: BOARD OF COUNTY COMMISSIONERS
Weld County Clerk to the Board WELD COUNTY, COLORADO
BY:
Deputy Clerk to the Board Kevin D. Ross, Chair
109738\1532651WTH146335611.1
Appendix A
Maintenance and Technical Support
This Appendix describes the software maintenance and support services that Selectron shall provide for Licensee.
I. Definitions
Unless defined otherwise herein, capitalized terms used in this Appendix shall have the same meaning as set forth in
the Agreement.
A. "Error" means any failure of the Licensed Software to conform in any material respect with the
Documentation.
B. "Error Correction" means either a bug fix, patch, or other modification or addition that brings the
Licensed Software into material conformity with the Documentation.
C. "Priority A Error" means an Error that renders Licensed Software inoperative or causes a
complete failure of the Licensed Software, as applicable.
D. "Priority B Error" means an Error that substantially degrades the performance of Licensed
Software, as applicable, or materially restricts Licensee's use of the Licensed Software, as applicable.
E. "Priority C Error" means an Error that causes only a minor impact on Licensee's use of Licensed
Software, as applicable.
II. Error Reporting and Resolution
A. Error Reporting. Selectron shall provide Licensee with telephone customer support twenty-four
(24) hours per day, seven (7) days per week for the reporting of Priority A Errors, and telephone support during
Selectron's normal business hours for the reporting of Priority B and Priority C Errors, in each event excluding
Selectron holidays.
B. Licensed Software Error Resolution. Selectron shall use commercially reasonable efforts to:
(a) notify applicable Vendors of all Licensed Software Errors properly reported by Licensee in accordance with
Section II(A) of this Appendix A; (b) make available to Licensee any Error Corrections that are made available by
such Vendor(s) to Selectron promptly after such Error Corrections are delivered to Selectron; and (c) update
Licensee with respect to the progress of the resolution of all Licensed Software Errors.
C. Error Resolution. Licensee shall report all Errors in the Licensed Software to Selectron in
sufficient detail, with sufficient explanation of the circumstances under which the Error occurred or is occurring,
and shall reasonably classify the Error as a Priority A, B, or C Error. Selectron shall use commercially reasonable
efforts to correct any Error in the Licensed Software reported by Licensee, in accordance with the priority level
actually assigned by Selectron to such Error, as follows:
1. Priority A Errors. In the event of a Priority A Error, Selectron shall, within two (2) hours
of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within twenty-four (24) hours of receiving Licensee's
report of such Error, and an Error Correction within forty-eight (48) hours of receiving Licensee's report. Selection
shall provide Licensee with periodic reports (no less frequently than once every eight (8) hours) on the status of
the Error Correction.
109738\ 153265\WTH\46335611.I
2. Priority B Errors. In the event of a Priority B Error, Selectron shall, within six (6) hours of
receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within forty-eight (48) hours of receiving Licensee's
report of such Error, and an Error Correction within six (6) business days of receiving Licensee's report. Selectron
shall provide Licensee with periodic reports (no less frequently than once every twelve (12) hours) on the status of
the Error Correction.
3. Priority C Errors. In the event of a Priority C Error, Selectron shall, within two (2)
business days of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall
use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use
commercially reasonable efforts to provide a workaround for the Error within six (6) business days of receiving
Licensee's report of such Error, and an Error Correction within three (3) weeks of receiving Licensee's report.
Selectron shall provide Licensee with periodic reports on the status of the Error Correction.
109738\153265 \ W TH\46335611.1
Appendix B
SELECTRON TECHNOLOGIES, INC.
END USER LICENSE AGREEMENT
This End User License Agreement (this "EULA") is part of a Master Services and Hosting Agreement (the
"Master Agreement") between Selectron Technologies, Inc., an Oregon corporation ("Selectron", "we", "our", or
"us") and the person or entity identified in the Master Agreement as the Licensee purchasing Services from us
("Licensee"). This EULA governs use by Licensee and all natural persons to whom Licensee provides access to the
Licensed Software (each, an "Authorized User"). In this EULA, unless the context clearly indicates otherwise, all
references to "you," or "your" means both the Licensee and the Authorized User. All capitalized terms used but not
defined in this EULA have the meanings given to them in the Master Agreement.
SELECTRON PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN
THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE
TERMS OF THIS EULA, SELECTRON WILL NOT AND DOES NOT LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU
MUST NOT USE OR ACCESS THE SOFTWARE.
1. License Grant. Subject to your strict compliance with this EULA, Selectron hereby grants you a non-
exclusive, non -transferable, non-sublicensable, limited license to use the Licensed Software solely in accordance
with the Documentation, the Master Agreement, and this EULA, for Licensee's internal business purposes. The
foregoing license will terminate immediately on the earlier to occur of:
(a)
Licensee; or
the expiration or earlier termination of the Master Agreement between Selectron and
(b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no
reason.
2. Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in the
Master Agreement and your strict compliance with all terms and conditions set forth in this EULA and the Master
Agreement, you have a limited right and license to:
(a) Use and access the Licensed Software in accordance with this EULA and the
Documentation, solely for Licensee's internal business purposes.
(b) Download, display, and use the Documentation, solely in support of Licensee's use and
access of the Licensed Software in accordance herewith.
(c) Download, display, copy, use, and create derivative works of reports and structured data
generated using the Licensed Software, solely for Licensee's internal business purposes.
3. Copies. All copies of the Licensed Software and Documentation made by you:
(a) Will be the exclusive property of Selectron;
(b) Will be subject to the terms and conditions of the Master Agreement and this EULA; and
109738\ 153265\WTH\4633561 I . I
(c) Must include all trademark, copyright, patent and other intellectual property rights
notices contained in the original.
4. Use Restrictions. You shall not, directly or indirectly:
(a) Use the Licensed Software beyond the scope of the license granted in the Master
Agreement and Section 2 of this EULA;
(b) Copy all or any portion of the Licensed Software, except as expressly permitted in Section
2 of this EULA;
(c) Decompile, disassemble, decode, or otherwise reverse engineer the Licensed Software,
or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques
used or embodied in the Licensed Software or any portion thereof;
(d) Modify, translate, adapt or otherwise create derivative works or improvements, whether
or not patentable, of the Licensed Software or any part thereof;
(e) Provide any other person, including any subcontractor, independent contractor, affiliate,
service provider, or other employee of Licensee, with access to or use of the Licensed Software, except as expressly
permitted by the Master Agreement or this EULA;
(f) Distribute, disclose, market, rent, lease, lend, sell, timeshare, sublicense, assign,
distribute, pledge, publish, transfer or otherwise make available the Licensed Software or any features or
functionality of the Licensed Software, to any third party for any reason, whether or not over a network and whether
or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual
private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology
or service, except as expressly permitted by the Master Agreement or this EULA;
(g)
Use the Licensed Software for the commercial or other benefit of a third party;
(h) Permit the Licensed Software to be used for or in connection with any facility
management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing
data or other information on behalf of any third party;
(i) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or
other intellectual property or proprietary rights notices, legends, symbols, or labels appearing on or in the Licensed
Software, including any copy thereof;
(j) Perform, or release the results of, benchmark tests or other comparisons of the Licensed
Software with other software or materials;
(k) Incorporate the Licensed Software or any portion thereof into any other materials,
products, or services, except as expressly permitted by the Master Agreement or this EULA;
(I) Use the Licensed Software for any purpose other than in accordance with the terms and
conditions of this EULA and the Master Agreement.
(m) Use the Licensed Software in, or in association with, the design, construction,
maintenance or operation of any hazardous environments or systems, including (i) power generation systems; (ii)
aircraft navigation or communication systems, air traffic control systems or any other transport management
systems; (iii) safety -critical applications, including medical or life-support systems, vehicle operation applications or
109738\ 153265\WTH\46335611.1
any police, fire or other safety response systems; (iv) military or aerospace applications, weapons systems or
environments;
(n) Use the Licensee Data or the Licensed Software in any way that is fraudulent, misleading, or in violation of
any applicable laws or regulations (including federal, state, local, and international laws and regulations), including
but not limited to export or import control laws, information privacy laws, and laws governing the transmission of
commercial electronic messages; or
(o) Use the Licensed Software for purposes of competitive analysis of the Licensed Software, the
development of a competing software product or service or any other purpose that is to Selectron's commercial
disadvantage.
5. Collection and Use of Information. Selectron may, directly or indirectly through the services of others,
including by automated means and by means of providing maintenance and support services, collect and store
information regarding your use of the Licensed Software, its performance, the equipment through which the Licensed
Software accessed and used, such as dates and times of use by each Authorized User, activities conducted using the
Licensed Software, the type of web browser used to access the Licensed Software, the operating system/platform you
are using, your IP address, and your CPU speed. You agree that the Selectron may use such information for any
purpose related to the Licensed Software, including but not limited to improving the performance of the Licensed Software,
developing Updates, and verifying compliance with the terms of this Agreement and enforcing Selectron's rights,
including all intellectual property rights in and to the Licensed Software.
6. Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license, and not
sold, to you. You do not acquire any ownership interest in the Licensed Software under this EULA or the Master
Agreement, or any other rights to the Licensed Software other than to use the Licensed Software in accordance with the
license granted under this EULA and the Master Agreement, subject to all terms, conditions and restrictions
contained therein and herein. Selectron reserves and shall retain its entire right, title and interest in and to the
Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software, subject to the
licenses expressly granted in the Master Agreement and this EULA. You shall use commercially reasonable efforts to
safeguard all Licensed Software (including all copies thereof) from infringement, misappropriation, theft, misuse or
unauthorized access.
7. Login Credentials. You, the Authorized User, shall not share or disclose your log -in credentials with or to
any other individual or entity, even if such other individual is also an Authorized User. If you discover or suspect that
log -in credentials of any Authorized User have been accessed or used by anyone other than the individual to whom
such log -in credentials were originally granted, you will promptly notify Selectron, and Selectron shall promptly reset
or provide Licensee with a means of resetting the password associated with such log -in credentials.
8. Export Regulation. The Licensed Software may be subject to US export control laws, including the US Export
Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release
the Licensed Software to, or make the Licensed Software accessible from, any jurisdiction or country to which export,
re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws,
regulations and rules, and complete all required undertakings (including obtaining any necessary export license or
other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Licensed Software
available outside the US.
9. Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the
State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of
Colorado or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of
the State of Colorado.
109738\ 153265\WTH\46335611.1
Appendix C
Selectron
TECHNOLOGIES, INC
Statement of Work
Weld County, CO
Relay
PERMIT PACK
1 Overview
72
1.1Revision History
2
72
Functionality
73
2.1 The Relay Platform
73
2.2 Permits Pack
73
2.3Languages
74
3 System Integration
75
3.1 Application Database Interfaces
75
4 Deployment Model
75
4.1 Hosted IVR Access
75
5 Administrative Tasks
75
5.1Activity Widgets
76
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5.2 Run System Reports
76
6 Responsibilities
77
6.1 Selectron Technologies, Inc.
77
6.2
Weld County, CO
79
109738\153265 \ WTH\46335611.1
Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies,
Inc. (Selectron) to Weld County, CO (Weld County or Customer). The features, functionality,
and services are provided through Selectron Technologies' Relay communication platform
(Relay).
Revision History
Version # Details
EICINEE
Date
07/09/2024
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Functionality
This section details the functionality of each application included in Relay. All functions and
features are dependent upon the accessibility of Weld County's Accela Construct application
database to provide the given data to Relay.
The Relay Platform
The Customer's solution is powered by Selectron's Relay platform. Relay is a
multi -channel, multi -department platform designed to connect Customers and
government agencies, and utilities. The Relay platform uses a number of
different application packs specific to the market being serviced. In addition to
each application pack, the Relay channels include interactive voice response
(IVR), web, outbound, call center agent assistance, and interactive texting
capabilities all in a single platform.
The following sections detail the functionality that will be implemented for the
Customer. 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.
Application Packs and Channels
The Customer's solution includes the following application pack and channels:
• Application packs:
o Permits Pack
• Channels:
o IVR
Permits Pack
The Customer's solution will be configured with the Relay Permits Pack. The Permits Pack
offers community development agencies the ability to provide their citizens and contractors with
a central point of access for permit and inspection information and services. Through available
Relay channels, citizens and contractors using a permit number can communicate with the
department 24/7 and 365 days a year. Callers will be able to enter a permit number and perform
a variety of actions.
All permit, inspection, and/or code information is made available through an API to the
Customer's 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.
IVR Channel
The IVR Channel for the Permits Pack provides callers with an Interactive Voice
Response (IVR) system for accessing and posting permit information. The IVR offers
functionality in the form of a Contractor Menu and an Inspector Menu.
109738\153265\ W TH\46335611.1
Contractor Menu
o Access inspection results
o Leave comments for Inspector
o Schedule/reschedule inspections
o Cancel inspections
o Hear site address for the permit
Inspector Menu
o Post inspection results
o Post correction codes
o Leave Message for contractor
Using the Contractor Menu, a contractor can enter a permit number to access permit
information and functions. Upon entering a valid permit number, the user can schedule,
reschedule, and/or cancel inspections. After an inspection has been
scheduled/rescheduled/canceled, the caller will receive a confirmation number.
Additionally, contractors can use the IVR to access inspection results, including any
associated correction codes and descriptions. Finally, the contractor can access
messages left for them by an inspector or leave a message for an inspector.
Using the Inspector Menu, accessible via a hidden main menu option, an inspector can
enter a permit number to post inspection results via the IVR. When posting results, the
caller must enter a valid Inspector PIN number (or some other validation number to be
determined during implementation). The PIN can be determined by the Customer, but
must be validated by the database. When posting results, inspectors can add correction
codes and leave a message for the contractor.
If desired, callers can receive the option to transfer to an agent. If a caller requests a
transfer, the Relay IVR transfers the caller to a number specified by the Customer.
IVR service requires a local -to -customer phone number. Selectron can either use an
existing number provided by customer, or obtain and provide a number if needed.
IVR Services are provided by the Call. A Call is defined as a successful completed
connection. A Call can be up to 4 minutes in length, with each additional 4 minute
period counted as an additional Call. Actions such as transfer that result in multiple
connected circuits are counted on the per circuit basis and are measured for the
duration of the connection including the time after a transfer occurs.
Languages
The Customer's Relay application will be configured to support English and the following
additional language(s):
• Spanish
The additional language module(s) enables the solution to support non -English -
language users. Additionally, all dates, numbers, ordinals, currencies, and letters
are translated and delivered in the appropriate language.
The prompts use a vocabulary and dialect predetermined by Selectron. Additions
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and changes to the prompts to account for regional differences are subject to
time and materials billing.
The Customer will be able to define a transfer destination for each language
available on the IVR.
System Integration
Depending on the implemented features, Relay requires varying levels of integration with
other database components. These are described in the following sections.
Application Database Interfaces
It is anticipated that Selectron will be integrating with the Customer's hosted
Accela Civic Platform database. All data -based interactivity on the solution is
reliant upon data being available via the Accela Construct API.
During the implementation phase, if necessary data are not available via the
included APIs, the project will be impacted. This may affect the implementation
timeframe and result in additional professional service fees.
Deployment Model
This implementation of Relay will be deployed in Selectron's Relay Managed Services
environment.
Relay Managed Services is a hosted application environment, located in Selectron's local hosting
facility. Selectron's hosting facility is a co -located data center featuring keyed entry and individual
server locks for security. With a Managed Services solution, Selectron owns all hardware and is
responsible for security, ongoing maintenance, and proactive support.
Hosted IVR Access
For optimal user experience and telecom usage, it is recommended that callers access
the hosted IVR by dialing directly into the hosted solution using a local 10 -digit number,
which Selectron will provide. If the Customer elects to have calls routed through their
phone system first before connecting to the IVR, two customer telecom channels may
be tied up during the duration of the entire call, and callers may experience a decrease
in call quality.
Administrative Tasks
This section details administrative tasks that can be performed to manage Relay. All system
administration for Relay is handled through the Relay Portal web application. The
Customer's administrator will be provided with user credentials for Relay Portal during the
implementation process. Additional users can be created by the administrator as needed.
Permissions can be assigned per -user; permissions govern the functionality available to a
given user.
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The Relay Portal provides administrators with a single platform for viewing system usage
and health, running reports, and configuring various system settings. The Relay Portal is
supported on Chrome, Firefox, Microsoft Edge, and Safari.
Activity Widgets
The Customer's solution is equipped with the following dashboard widgets, allowing for the
easy tracking of daily activity and statistics.
Activity
o Call Activity — Tracks and reports call activity with line graph
o IVR Usage — Display call statistics, including peak (concurrent) call activity
o Inspection Widget — Tracks and reports inspection activity with displayed numbers
SUPPORT SYSTEM
o System Status Widget — Tracks status of the system through Ping and Database
displays
o Today Widget — Displays date, holiday, office hours, and greeting information
Run System Reports
Administrators will be able to run system reports via the Relay Portal.
Reports Center
Running / Saving Reports - Depending on your permissions, the Reports Center has a
large number of system, activity, and usage reports that you can run. Saving a Report -
To save a report (including how you have set the filters), click the desired file type you
want to download, either PDF or Excel. The Portal will automatically generate the file
and allow you to download it.
The solution will also be equipped to provide the following reporting functions:
5.2.1.1 Activity Reports
Call Activity Report - This report provides a graph of different activity types
performed by callers on the IVR over a relative span of time (hour over hour,
day over day, month over month, and more).
Call Activity Detail Report - Use this report to find a specific call or group of
calls. Search by date/time, the caller's phone number, or other identifying
information to find calls of interest.
Call Statistics Report - This report provides aggregate facts and statistics
about calls into the IVR including average call lengths, longest calls, and
whether or not actions were completed by callers.
Email Activity Report - This report provides a list of all emails sent on a
specified date.
IVR Usage Report - This report provides data on peak (concurrent) calls and
average calls, hour by hour, over a selected date range.
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Multiple Calls Report - This report provides insight on how many times
incoming phone numbers have called the IVR within a specified range of
time.
System Status Report - See a log of system events, including reboots and
changes in the system's overall status or health.
Relay Permits Reports
Inspector Posting Activity Report - This report provides a summary of
inspector posting activity, per day of the week, within the specified date
range. The report lists inspector names and the number of inspections
resulted each day.
Inspections Summary Report - This report provides a summary of inspection
scheduling activity per day within the specified month and year. The report
lists the number of inspections scheduled and canceled on the IVR each day.
Responsibilities
Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service
initiation and operation. All of these services will be provided remotely. Selectron
will not be onsite at Customer location for this project.
Provide Project Management
Selectron Technologies assigns a Project Manager to the service
implementation. The Project Manager is the Customer's primary contact at
Selectron Technologies and coordinates all necessary communication and
resources.
Provide Documentation
The Project Manger provides the Customer with the documents to help facilitate
the service implementation process. Some or all of these may be provided
depending on the scope of the project.
• Implementation Questionnaire- gathers critical information needed to set up
and initiate the service. This includes information on the toll -free numbers,
call volume, APIs.
Remote Access Questionnaire- details information that Selectron
Technologies needs to remotely access the Customer's network and
application database prior to system initiation, allowing for complete system
testing.
Implementation Timetable- details project schedule and all project
milestones.
Quality Assurance Test Plan- assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
Service Acceptance Sign -off Form- indicates that the Customer has verified
service functionality.
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Develop Channel Design
The Project Manager works with the Customer to develop and complete the
following portions of channel design:
• IVR call flow design
Software development can begin once these design elements are completed and
approved by the Customer.
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.
Provide Installation and Administrative Training
Selectron will provide remote training for the Relay solution. All installation is
handled by Selectron technical staff at our remote hosting facility.
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:
• IVR phone number(s)
• Department logo (preferably in EPS format)
• Department address
• A description of functionality
• Additional contact/informational phone numbers
• Samples: where to find account/ permit/ case numbers, etc.
Any changes to the collateral that do not include the items listed above (e.g.,
design changes to the template) are billed on a time and materials basis. Any
changes to the marketing materials after final delivery are also billed on a time
and materials basis.
Interface Upgrades
After service initiation, the Customer's database application may release new
updates to their application or its interface. Upgrading the Relay interface to be
compatible with any of the Customer's application databases (or other application
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database software) may require professional services outside the scope of this
service.
Weld County, CO
This section outlines the Customer's service implementation and maintenance
requirements and responsibilities.
Return Questionnaires and Information
Selectron Technologies' Project Manager provides the Customer with an
implementation questionnaire. The implementation questionnaire must be
returned prior to developing the call flow design and the implementation
timetable.
Provide Customer Specific Information
The following information should be supplied to Selectron Technologies, in
conjunction with the Implementation Questionnaire, to help create a precisely
integrated product. For further clarification on the format and detail of the
following data, refer to the Implementation Questionnaire or contact your
Selectron Technologies' Project Manager.
• Street names
• Observed holidays
• Extensions used for transfer functions
• Permit status codes and types
• Inspection types and descriptions
• Validations used for scheduling an inspection
• Correction codes and descriptions
• Permit numbering scheme
• Test Data
Approve Channel Configuration
The Customer is responsible for approving the application design developed by
Selectron Technologies' Project Manager. This includes reviewing:
• IVR call flow design
Once the channel design(s) have been approved, software development begins.
Provide Remote Network Access to Application Database(s)
To fully test the interactive solution, Selectron Technologies requires access to
the Customer's application database(s) prior to installation. The Customer will
help facilitate communication between Selectron and the database vendor.
Provide System Access
Selectron Technologies requires access to the Customer's network and
database/ system. Access to customer's network will be facilitated by hosted
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session, with Weld County escorting Selectron Staff as needed. Changing or
deleting access accounts could disrupt service for the interactive solution and/or
Selection Technologies' ability to provide timely support. Please notify Selectron
Technologies immediately if the accounts for the Application Database, the
payment gateway, or the network are modified. The Customer is responsible for
providing Selectron with appropriate application database and payment gateway
network access as defined in the System Integration section.
Provide Test Data
The Customer must provide test data to allow for Selectron developers to test the
solution functionality and ensure it complies with the Customer's business rules, for
example permit numbers (including different permit status's and inspection types) and
inspection codes.
Confirm Service Functionality
The Customer has 30 calendar days after service initiation to verify the
functionality of the interactive solutions. Within the 30 -day system acceptance
period, the Customer should test system functionality using the provided Quality
Assurance Test Plan. Additionally, the System Acceptance Sign -off form must be
sent to Selectron Technologies' Project Manager within this period.
Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgment to
Selectron's Customer Support Department. A significant change is a modification
that will A) change system behavior, B) allow users to change the system, or C)
allow access to protected data.
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Contract Form
Entity Information
Entity Name* Entity ID*
SELECTRON TECHNOLOGIES INC @00048994
O New Entity?
Contract Name* Contract ID
SELECTRON IVR ACCELA INTEGRATION AGREEMENT 8678
Contract Status
CTB REVIEW
Contract Lead *
NWONDER
Contract Lead Email
nwonder@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
PL -1652
Contract Description*
IT AND PLANNING AGREEMENT FOR AN INTERACTIVE VOICE RESPONSE SYSTEM THAT INTEGRATES WITH ACCELA.
THE SOLUTION IS AN AUTOMATED PHONE SYSTEM TECHNOLOGY THAT ALLOWS INCOMING CALLERS TO ACCESS
INFORMATION AND SCHEDULE AND MANAGE INSPECTIONS.
Contract Description 2
DISCUSSED DURING A WORK SESSION WITH BOCC AFTER THE TRANSITION FROM THE PREVIOUS DIRECTOR OF
PLANNING AND WAS REPORTED AS A COST AVOIDANCE SOLUTION. THE BOARD AWARDED BID 82400095 ON
JULY 3, 2024.
Contract Type*
AGREEMENT
Amount*
$91,950.00
Renewable*
YES
Automatic Renewal
NO
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGI
S@weldgov.com
Department Head Email
CM-
InformationTechnologyGI
S-
DeptHead@weldgov.com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
Requested BOCC Agenda Due Date
Date* 08/31/2024
09/04/2024
Will a work session with BOCC be required?*
HAD
Does Contract require Purchasing Dept. to be
included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
09/04/2024
Termination Notice Period
Contact Information
Review Date*
06/01/2025
Committed Delivery Date
Renewal Date*
09/04/2025
Expiration Date
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
TYLER LLOYD PRIMARY TLLOYD@SELECTRON.COM 503.597.3316
Purchasing
Purchasing Approver
CONSENT
Approval Process
Department Head
RYAN ROSE
DH Approved Date
08/28/2024
Finance Approver
CONSENT
Purchasing Approved Date
08/28/2024
Legal Counsel
CONSENT
Finance Approved Date Legal Counsel Approved Date
08/28/2024 08/28/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
09/04/2024
Tyler Ref #
AG 090424
Originator
NWONDER
Hello