HomeMy WebLinkAboutContract 62679CSC N o. 62679
Selectron
T E C H NO L 0 G I E S, 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"', Suite 200, Portland, OR 97223, and its successors and assigns
("Selectron"), and City of Fort Worth, TX ("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
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
Exhibit A and further described in Exhibit C; (b) the
Documentation; and (c) any Updates.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 Exhibit A and
further described in Exhibit 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
Exhibit B 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 Exhibit D 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
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 Exhibit A and Exhibit C and the
Technical Support Services described in Exhibit 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 Exhibit A and Exhibit C. Unless a
testing period of different duration is set forth in Exhibit A
or Exhibit 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 period, 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.
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 Exhibit B. 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 A. In addition to the payment of Service Fees,
unless different terms are provided for in Exhibit A.
Licensee agrees to reimburse Selectron for all actual,
documented and reasonable travel and out-of-pocket
expenses incurred by Selectron in connection with the
performance of any Services.
4.2 Payment Terms. Unless different
payment terms are set forth in Exhibit A. 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.
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 A 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
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 Selectron. 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.
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
Exhibit B 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 CONSTITUTE THE ONLY WARRANTIES MADE
BY SELECTRON WITH RESPECT TO THE LICENSED
SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT
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 8.5
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. In order to
enable code development and support and maintenance
of the software, Selectron may require remote access
capability. Remote access is normally provided by
installing PC -Anywhere, ControllT, or other industry
standard remote access software. It may also be provided
through a 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 DSS; 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)
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 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.
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 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
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 five (5) 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 five
(5) years, 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
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 Oregon, 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 Multnomah County, Oregon,
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,
the prevailing party in any final judgment shall be entitled
to the full amount of all reasonable expenses, including all
court costs and reasonable attorney fees paid or incurred.
12.5 Suspension of Services.
Notwithstanding anything to the contrary in this
Agreement, Selectron reserves the right to suspend the
licenses granted hereunder, suspend access to the
Licensed Software, and discontinue the Services if
Selectron reasonably determines that Licensee breached
any provision of the EULA or Sections 2, 5, or 6 or any other
material provision of this Agreement, until such breach, if
capable of cure, is cured by Licensee to Selectron's
reasonable satisfaction ("Service Suspension"). Selectron
will use commercially reasonable efforts to provide
Licensee with prior written notice of any Service
Suspension.
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
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 NW
72"d 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
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 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 Exhibits
hereto or Exhibits 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 Exhibit(s) attached hereto,
constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes
(a) all prior or contemporaneous representations,
discussions, proposals, negotiations, conditions,
agreements, and communications, whether oral or
written, between the parties relating to the subject matter
of this Agreement, and (b) all past courses of dealing and
industry custom.
Exhibit A
Scope of Work
Atlas Insight and Inspections with Up Next Notification
Professional Services
Base Atlas Insight Professional Services - Building
Project Management
Development - Configuration and Integration
CIA Testing
Base Atlas Inspections Professional Services - Building
Project Management
Development - Configuration and Integration
CIA Testing
Atlas Inspections Standard Notice Professional Services - Building
Up Next Notification Professional Services
Travel Hours
Inspector Ride Along and Analysis Meeting
Inspector Training (train the trainer)
Onsite Implementation Follow -Up (additional onsite consulting)
PROFESSIONAL SERVICES TOTAL
Annual Hosted Platform and Application Fees
Atlas Insight Annual Service Fee - Building
Atlas Insight User Licenses - Building
Atlas Inspections Annual Service Fee - Building
Atlas Inspections User Licenses - Building
Up Next Notification User Licenses
Up Next Simultaneous Implementation with Atlas
ANNUAL FEES TOTAL
32
$225.00
$7,200.00
92
$225.00
$20,700.00
16
$225.00
$3,600.00
160
$225.00
$36,000.00
400
$225.00
$90,000.00
40
$225.00
$9,000.00
2
$5,000.00
$10,000.00
45
$225.00
$10,125.00
48
$225.00
$10,800.00
16
$225.00
$3,600.00
16
$225.00
$3,600.00
$204,625.00
1
$24,000.00
$24,000.00
33
$400.00
$13,200.00
1
$32,000.00
$32,000.00
33
$550.00
$18,150.00
33
$500.00
$16,500.00
33
-$250.00
-$8,250.00
$95,600.00
ESelectron
TECH NO LOG I ES, INC
Five -Year Cost Summary
1-Year Commitment
Pricing
Year 1 Year 2
Year 3
Year 4
Year 5
PROFESSIONAL SERVICES
$204,625.00
ANNUAL FEES TOTAL
$95,600.00 $98,400.00
$101,340.00
$104,427.00
$107,668.35
TOTAL - 1 Year Commitment
$300,225.00 $98,400.00
$101,340.00
$104,427.00
$107,668.35
3-Year Commitment
Year 1 Year 2
Pricing
Year 3
Year 4
Year 5
PROFESSIONAL SERVICES
$184,162.50
ANNUAL FEES TOTAL
$90,000.00 $92,520.00
$95,166.00
$97,944.30
$100,861.52
TOTAL - 3 Year Commitment
$274,162.50 $92,520.00
$95,166.00
$97,944.30
$100,861.52
5-Year Commitment
Year 1 Year 2
Pricing
Year 3
Year 4
Year 5
PROFESSIONAL SERVICES
$153,468.75
ANNUAL FEES TOTAL
$81,600.00 $82,860.00
$84,157.80
$85,494.53
$86,871.37
TOTAL - 5 Year Commitment
$235,068.75 $82,860.00
$84,157.80
$85,494.53
$86,871.37
Cost Analysis
Commitment
Monthly Average Annual
Average
5 Year Total
5 Year Savings
Cost Summary
1-Year Commitment
$11,867.67 $142,412.07
$712,060.35
$0.00
3-Year Commitment
$11,010.91 $132,130.86
$660,654.32
$51,406.03
5-Year Commitment
$9,574.21 $114,890.49
$574,452.45
$137,607.90
Per Inspector Cost Summary
1-Year Commitment
$359.63
$4,315.52
$21,577.59
$0.00
3-Year Commitment
$333.66
$4,003.97
$20,019.83
$1,557.76
5-Year Commitment
$290.13
$3,481.53
$17,407.65
$4,169.94
12323 SW 66' Avenue Portland, OR 97223 V: 866.878.0048 F: 503.443.2052
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
EXHIBIT B
Maintenance and Technical Support
This Exhibit describes the software maintenance and support services that Selectron shall provide for Licensee.
Definitions
Unless defined otherwise herein, capitalized terms used in this Exhibit 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 Exhibit B; (b) make available to Licensee any Error Corrections that are made available by such
Vendors) 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. Selectron
shall provide Licensee with periodic reports (no less frequently than once every eight (8) hours) on the status of
the Error Correction.
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.
Exhibit C
Selectron
TECHNOLOGIES, INC
Statement of Work
Fort Worth, TX
Mobile
Atlas Inspections
Atlas Insight
1.
Overview......................................................................................................2
1.1. Note Regarding Project Scope.........................................................................................
2
1.2. Revision History................................................................................................................
2
2.
Functionality.................................................................................................3
2.1. Atlas Insight......................................................................................................................
3
2.2. Atlas Inspections..............................................................................................................
4
3.
System Integration........................................................................................8
3.1. Application Database Interfaces......................................................................................
8
4.
Deployment Model.......................................................................................8
S.
Administrative Tasks.....................................................................................8
5.1. Atlas Insight......................................................................................................................
9
5.2. Atlas Inspections............................................................................................................
10
6.
Responsibilities...........................................................................................11
6.1. Selectron Technologies, Inc............................................................................................
11
6.2. Fort Worth, TX................................................................................................................
12
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1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to Fort Worth, TX (Fort Worth or Customer). The features, functionality, and services are
provided through Selectron Technologies' Atlas solution.
1.1. Note Regarding Project Scope
This SOW describes the scope of Fort Worth's Atlas solution as understood prior to
kickoff of the project. In order to provide optimal functionality, Selectron will perform
an onsite needs analysis, which may result in some changes in scope. Any scope changes
will be documented in a needs analysis document, as an amendment to this SOW.
1.2. Revision History
1.0 1 Initial Release 1 07/19/2024
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2. Functionality
This section details the functionality of Selectron's Atlas products. All functions and features are
dependent upon the accessibility of Fort Worth's Accela Construct application database to provide
the given data to Selectron.
2.1. Atlas Insight
Atlas Insight is a web -based location services and assignment management tool
designed for supervisors and managers in the back office. With Atlas Insight, you can
manage workforce efficiency, make instant assignment changes, and review work done
in the field.
The following sections detail the functionality that will be implemented. Additional
features and integrations that are not specified in this SOW are not included but may be
able to be added to the system under a supplemental statement of work.
2.1.1. Features
Atlas Insight is split into several views, each providing specific workforce efficiency
features. These pages are described below.
All inspection/permit information is made available through an API to the application
database. For any of the features detailed below to function as described, data must be
available in this database to be presented to users.
2.1.1.1. Assign View
The Assign page is used for workload management, allowing users to assign,
reassign, and unassign inspections; and auto -assign inspections based on skill
sets, areas, or other parameters.
Assignment parameters, inspection, and inspector data, and other assign center
details will be determined during the implementation process.
2.1.1.2. Review View
The Review page provides real-time reporting through several tabbed tables
with inspector and inspection data. All data can be filtered by a date range as
well as sorted through column headers. Users can view the following
information via this center:
• Results
• Attachments
• Notices
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• Exceptions
2.1.1.3. Manage View
The Manage page is where administrators can configure the Atlas Insight
application as well as create, edit, and delete new users. Atlas Insight features
user -based permissions, allowing administrators to define access to the various
Atlas Insight features at the user level.
This view is also where the administrators can configure auto -assignment rules.
Selectron will work with the Customer during the implementation process to
create administrative users. Administrators will be trained in creating and
configuring additional users and managing permissions.
Users can view the following information via this center:
• User Management
• Group Management
2.2. Atlas Inspections
Atlas Inspections is the mobile inspection system that allows inspectors to post
inspection results from the field. It is designed to work in conjunction with existing land -
management systems. Atlas Inspections uses data caching technology to provide
updated and accurate information for inspections in the field. The native mobile
application is installed on field devices and is what inspectors use on a daily basis to
view their work list, find inspection/permit information, and result inspections.
The following section details the functionality that will be implemented for the
Customer.
2.2.1. Mobile Device Management
In order to run Atlas Inspections on iOS field devices, the Customer will need an account
with Apple Business Manager that works with the Customers Mobile Device
Management (MDM) solution. This will facilitate MDM enrollment and simplify device
set up. An MDM solution allows the Customer to customize the deployment,
enrollment, security, and application availability of field devices. Selectron will make the
Atlas application available through the MDM, which can be used to manage global
preferences and security settings.
Through the needs analysis process, Selectron and the Customer will determine on
which of these platforms the solution will be deployed:
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iOS: The Customer is required to have an Apple Business Manager account and a
compatible MDM solution. Selectron does not publish applications to the Apple Store as
public applications.
Android: Selectron will deliver a signed APK package to the Customer. The Customer
will integrate/publish this using their MDM solution. If an MDM solution is not in place a
manual per -device deployment method can be used for a small number Android
devices. Selectron does not publish applications to the Google Play Store as public
applications.
Windows: The Atlas Inspections Launcher is a single bundled executable. It is the
customer's responsibility to install the launcher on each device. The launcher will
automatically attempt to install any required components. The user or IT staff must
have the appropriate permissions to install system components.
2.2.2. Features
All inspection/permit information is made available through an API to the application
database. For any of the features detailed below to function as described, data must be
available in this database to be presented to users.
2.2.2.1. Inspector Worklist
Each inspector's assigned inspections are organized automatically into a
worklist. The worklist contains basic information about each inspection
including the address, the associated permit number, and the inspection type.
From the list, inspectors can tap on each inspection to see the inspection
details, history, and any associated notes, photos, documents, or attachments.
They can also rearrange and reorder inspections by dragging and dropping.
Should Customer support it, inspectors can add inspections to their worklist or
reassign inspections to other inspectors.
The work list is also visually represented on Map View, which allows users to
perform similar functionality.
2.2.2.2. Map View
This feature provides a map view of the inspections assigned to the logged -in
user. The user can choose between a map or a list view. With larger devices, a
third option to view both in a split screen will be available. From the map, the
user can view inspection information, initiate an inspection result, or reorder
the worklist.
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2.2.2.3. Inspection Result Recording
This feature allows inspectors to result inspections while in the field, including
adding new corrections and passing existing corrections, as well as adding
comments or attachments. The workflow of the resulting process will be
finalized during the onsite needs analysis.
2.2.2.4. Inspection History
Inspectors can check to see which inspections have been scheduled for a
specific permit. Inspectors may review the inspection history for each permit
listed, including the inspection type, description, inspector, time, notes, and the
result status. The inspectors may also see associated permits and other permits
at the same location.
2.2.2.5. Inspection Scheduling
Inspectors may schedule inspections while in the field, including the date, time,
and type of inspection.
2.2.2.6. Permit Information Access
Inspectors can use the information panel to see permit information, such as
permit number, address, status, etc. Related information can also be
configured, such as viewing inspection/permit history, related attachments, etc.
Actual information displayed is dependent on the Customer's configuration.
2.2.2.7. Notice Generation
After completing an inspection, inspectors may attach notices to the inspection
and print them in the field, office, or both. The Customer's solution includes one
notices which will be fully defined during the onsite needs analysis.
2.2.2.8. Data Synchronization
Atlas Inspections field devices are designed to load and cache data
automatically and to send data back to the Atlas Inspections server for
processing, dependent on configuration and connectivity status. At the
beginning of each day, Atlas Inspections downloads all inspection information,
data and history for that day, allowing the inspector to work offline as needed.
When connectivity is available, Atlas Inspections performs automatic periodic
updates with the permitting system to ensure field devices possess the most
current data. When a connection is unavailable, all data and inspection results
are saved locally so they can be uploaded once a connection is re-established.
Automatic synchronization may be enabled or disabled by system
administrators.
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2.2.2.9. Contacts
Inspectors can view a list of contacts associated with a given permit number.
The inspector can also edit existing contacts or add new ones as needed. Phone
calls, SMS messages, or emails can be sent directly from the contact list.
2.2.2.10. Duration Tracking
Inspectors can self -report the time they spend at each inspection.
Administrators can view a cumulative report on individual inspectors' time.
2.2.2.11. Inspection Reassignment
If configured, Inspectors can reassign inspections that are currently assigned to
them.
2.2.2.12. Digital Attachments
Allows inspectors to attach images or documents to a specific permit number.
This functionality also shows any attachments that previously existed in the
backend permitting system.
2.2.2.13. Up Next Notification
This is an inspector -initiated "up next" style message to notify the
contractor/contact on record when the inspector is on their way. A button is
located next to each item in the inspector worklist, viewable in Atlas
Inspections. After tapping the button, the user will see the list of contacts
associated with the inspection. After selecting a contact, a message is auto -
populated with the contractor/customer's phone number, relevant inspection
information, and space to type a note if needed. After confirming the message
content, a notification to the contractor/contact is sent by a Selectron-provided
messaging system.
This message is tailored to the customer's business rules, and may contain:
• Inspector name
• Inspection information
• Message from Inspector
• Anticipated arrival time
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3. System Integration
Depending on the implemented features, the Atlas applications require varying levels of integration
with other components. These are described in the following sections.
3.1. Application Database Interfaces
Selectron will be integrating with the Customer's application database. All interactivity
with the application database is performed through a vendor -supplied and supported
interface. The data and actions available are limited to those supported by the vendor
interface.
Selectron will integrate to the Accela Construct for the Atlas solution.
During the implementation phase, if data elements are identified as necessary but are
not available via the included APIs, the project will be impacted. This may affect the
implementation timeframe and will result in additional professional services fees.
4. Deployment Model
This implementation of Atlas Insight and Inspections will be deployed in Selectron's single -
tenant hosted environment. Selectron's secure co -location data center features 24-hour staffed
security with badged, biometric access, and individual server locks. With a hosted solution,
Selectron owns all hardware and is responsible for security, ongoing maintenance, and proactive
support. As such, Selectron will be providing the necessary hardware and software.
The mobile server stores inspection results and then transfers inspection information to the
permitting database. Communication between the field application and the server occurs
whenever the device is connected to the internet.
Browsers
The solution has been tested to perform optimally on these browsers: Chrome, Edge, Safari,
and Firefox.
Geographic Information System
• ESRI 9.3+ (and others supported by Leaflet)
5. Administrative Tasks
This section details administrative tasks that can be performed in order to manage the Mobile
applications.
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5.1. Atlas Insight
All system administration for Atlas Insight is handled through the Manage page. An
administrator will be provided with user credentials for Atlas Insight application during
the implementation process. Additional users can be created by the administrator as
needed. Permissions can be assigned on a per -user basis; permissions govern the
functionality available to a given user.
5.1.1. Manage Atlas Insight User Profiles
Using the Manage Center, administrators can create, edit, delete, and manage user
accounts for each inspector. Each inspector will be assigned a user ID, assignment
configuration, and permissions. The administrator can also assign a specific supervisor
to each inspector.
Each inspector needs to have a profile established in the backend database, which is the
customer's responsibility to configure. The inspector profile in Insight will be linked to
the corresponding profile in the backend database.
5.1.2. Group Management
Administrators can manage the composition of assigned groups through the Group
Management tab. New groups can be created, edited, and deleted. Group members can
also be assigned and reassigned to new groups.
5.1.3. Configure Atlas Insight
Administrators can manage configurations and settings, including automatic assignment
for areas, skill sets, and other parameters; and the cap on the total number of
inspections allowed for one inspector in a day.
5.1.3.1. Manage Auto -assign Rules
If using Atlas Insight for automatic inspection assignment, administrators will be
able to manage the rules the Atlas Insight system uses to automatically assign
inspections.
5.1.3.2. Inspector Soft Cap (most inspections allowed before warning)
The soft cap determines the maximum number of inspections that will
automatically be assigned to inspectors when using Auto Assign. Inspectors can
be manually assigned more inspections above their soft cap if needed.
Administrators can change the global default soft cap, as well as set a different
soft cap for each inspector if desired.
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5.1.3.3. Administrator Contact Details
A link on the login page is provided for users who have forgotten their
password. The link generates a popup with administrator contact details for the
user. Administrators can configure the content of this popup.
5.2. Atlas Inspections
This section details administrative tasks that the Customer's staff can perform while
maintaining and operating the Atlas Inspections system.
5.2.1. Manage Field Unit Data
The Atlas Inspections application loads and manages data similar to email or other
connected systems. When a user logs into the local application, the device connects to
the Atlas server and downloads information applicable to that user. This includes
general application data and user specific data, such as their currently assigned work
and the history and other related items to this worklist.
Since the information is downloaded at login, the user has access to it throughout the
day regardless of their connection status. Additionally, periodically and specifically when
the user uploads results or other data, the local information is updated to the latest
server version.
Data not on the user's local device can be accessed through search and other functions
if the user is connected. If added to their worklist it will also be downloaded and
available offline.
Selectron strongly recommends that users logout each end of day and login in freshly
each morning. This not only assures data freshness, but also assists with the
requirements of some security and back -end software which require renewal of security
tokens every 8-12 hours. Logout will not lose any changes an inspector has made if they
have not been able to connect and upload. If previous uploads have failed due to
network availability, no data will be lost and the user will be expected to use the retry
post results command (by default) or the system can be set for automatic retry when a
connection becomes available (optional switch).
5.2.2. Manage Local Configuration
Through the login page's settings button, Administrators can configure important back
office communication and connectivity components of the Atlas Inspections application.
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6. Responsibilities
6.1. Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service initiation
and operation.
6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service implementation. The
Project Manager is the Customer's primary contact at Selectron Technologies and
coordinates all necessary communication and resources.
6.1.2. Provide Documentation
The Project Manager provides the Customer with the following documents to help
facilitate the service implementation process:
• Remote Access Questionnaire- details information needed by Selectron
Technologies to remotely access the Customer's network and application
database, prior to system initiation, to allow for complete system testing.
• Implementation Timetable- details project schedule and all project
milestones.
• Service Acceptance Sign -off Form- indicates that the Customer has verified
service functionality.
• Configuration Worksheet — provides Selectron with business rules and
other information required for development.
6.1.3. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.4. Provide Installation
For managed solutions, all installation is handled by Selectron technical staff at our
remote hosting facility.
6.1.5. Training
Preliminary administrative and other staff training will be provided remotely.
During a first onsite training visit, the administrative staff is trained and separately the
testing group of inspectors receives training. In a second visit, the remainder of all
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inspectors are trained or if needed, Selectron will provide a "training the trainer"
approach.
6.1.6. Interface Upgrades
After service initiation, Fort Worth's Accela Construct database application may release
new updates to their application or its interface. Upgrading Atlas Insight interface to be
compatible with any Fort Worth application database (or other application database
software) may require professional services outside the scope of this service.
6.2. Fort Worth, TX
This section outlines the Customer's service implementation and maintenance
requirements and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Fort Worth with a configuration
worksheet. The configuration worksheet must be returned prior to developing the
implementation timetable.
6.2.2. Provide Test Data
The Customer must provide test data to allow for Selectron developers and testers to
test the solution functionality and ensure it complies with the Customer's business
rules, specific scenarios, or processes, including permit numbers (including different
permit status's and inspection types) and inspection codes.
6.2.3. Provide Remote Network Access to Application Database(s)
In order to fully test the interactive solution, Selectron Technologies requires access to
the Customer's test and production application database instances prior to installation.
Selectron Technologies' Project Manager provides a Remote Access Questionnaire to
help Fort Worth identify the necessary requirements. The Customer will help facilitate
communication between Selectron and the database vendor.
6.2.4. Provide Esri GIS Functionality
Selectron Technologies requires the customer to provide Esri GIS mapping technology
for the proposed Atlas solution.
6.2.S. Provide System Access
Selectron Technologies requires access to the Customer's network and database/
system. Changing or deleting access accounts could lead to disruption in service for the
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interactive solution and/or Selectron Technologies' ability to provide timely support.
Please notify Selectron Technologies immediately if the accounts for the Application
Database or network are modified. Fort Worth is responsible for providing Selectron
with appropriate application database and network access as defined in the System
Integration section.
6.2.6. Confirm Service Functionality
Fort Worth, TX has 30 calendar days after service initiation to verify the functionality of
the interactive solutions. Within the 30-day system acceptance period the Customer
should test system functionality using the provided Quality Assurance Test Plan.
Additionally, the System Acceptance Sign -off form must be sent to Selectron
Technologies' Project Manager within this period.
6.2.7. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system, or C) allow access
to protected data.
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EXHIBIT D
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) the expiration or earlier termination of the Master Agreement between Selectron and
Licensee; or
(b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no
&4*910
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
(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;
Q) 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;
(1) 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
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.
Selectron reserves the right to suspend the licenses granted hereunder and suspend your access to the Licensed
Software if Selectron reasonably determines that you have breached this Section 4 or any other provision of this
EULA, until you cure such breach, if capable of cure, to Selectron's reasonable satisfaction.
S. 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, anyjurisdiction 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 Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon
or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State
of Oregon.
ADDENDUM TO MASTER SERVICES AND HOSTING AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
SELECTRON TECHNOLOGIES, INC.
This Addendum to Master Services and Hosting Agreement ("Addendum") is entered into
by and between Selectron Technologies, Inc., ("Vendor") and the City of Fort Worth ("City"),
collectively the "parties."
The Contract documents shall include the following:
1. The Master Services and Hosting Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Master Services and Hosting
Agreement, Statement of Work, Payment Schedule, Network Access Agreement, and Signature
Verification Form (collectively referred to herein as the "Agreement"), the parties stipulate by
evidence of execution of this Addendum below by a representative of each party duly authorized
to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below
shall be applicable to the Agreement as follows:
1. Term. The Agreement shall commence upon the date signed by the Deputy City
Manager below ("Effective Date") and shall expire five (5) years after the Effective Date
("Expiration Date,") unless terminated earlier in accordance with the provisions of this Agreement.
2. Compensation. The City shall pay Vendor a total contract amount not to exceed
$574,452.45 in accordance with the annual amounts described in the Master Services and Hosting
Agreement. The City shall pay Vendor in accordance with the provisions of the Contract
Documents identified above. Vendor shall not perform any additional services for the City not
specific by the Agreement unless the City requests and approves in writing the additional costs for
such services. The City shall not be liable for any additional expenses of Vendor not specific by
this Agreement unless the City first approves of such expenses in writing. City agrees to pay all
invoices of Vendor within 30 days of receipt of such invoice. Vendor may charge interest on late
payments not to exceed one percent.
3. Termination.
a. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach thirty (30) calendar days
after receipt of notice from the non -breaching party, or other time frame as agreed to by
the parties. If the breaching party fails to cure the breach within the stated period of time,
the non -breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate the Agreement by giving
written notice to the breaching party.
Addendum Page 1 of 12
b. Fiscal Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal
period for which appropriations were received without expense to the City of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds
have been appropriated.
C. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, Vendor shall continue to provide City with services
requested by City and in accordance with the Agreement up to the effective date of
termination. All amounts paid are non-refundable unless specified otherwise. In the event
Vendor has received access to City information or data as a requirement to perform services
hereunder, Vendor shall return all City provided data to City in a machine readable format
or other format deemed acceptable to City.
4. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
5. Law and Venue. The Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed in accordance with the laws of the United States and state of
Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement
is required to be governed by any state law other than Texas or venue in Tarrant County, City
objects to such terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
6. Linked Terms and Conditions. Reserved.
7. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
8. IP Indemnification. Reserved.
9. Data Breach. Notwithstanding anything to the contrary in the Agreement,
Vendor further agrees that it will monitor and test its data safeguards from time to time, and
further agrees to adjust its data safeguards from time to time, in Vendor's sole discretion, in
light of relevant circumstances or the results of any relevant testing or monitoring. All
Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions
approved by City in writing and shall not be transferred to any other countries or
jurisdictions without the prior written consent of City.
Addendum Page 2 of 12
10. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is
sufficient for purposes of the Agreement only.
11. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination.
In the event funds are not appropriated or become available, City shall notify Vendor of such
occurrence, and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received.
12. Public Information. City is a government entity under the laws of the State of Texas
and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. To the extent the Agreement requires that City maintain records in violation of
the Act, City hereby objects to such provisions and such provisions are hereby deleted from the
Agreement and shall have no force or effect. In the event there is a request for information marked
Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of
Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
13. Controlling Addendum. If any provisions of the attached Contract Documents
including the Master Services and Hosting Agreement, conflict with the terms herein, are
prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the
terms in this Addendum shall control.
14. Network Access.
a. Citv Network Access. If Vendor, and/or any of its employees, officers,
agents, servants or subcontractors (for purposes of this section "Vendor Personnel"),
requires access to the City's computer network in order to provide the services herein,
Vendor shall execute and comply with the Network Access Agreement which is attached
hereto and incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor
Personnel, requires access to any federal law enforcement database or any federal criminal
history record information system, including but not limited to Fingerprint Identification
Records System ("FIRS"), Interstate Identification Index System ("III System"), National
Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law
Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined
in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of
providing services for the administration of criminal justice as defined therein on behalf of
the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply
with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or
Addendum Page 3 of 12
amendments shall be made to the Security Addendum. The document must be executed as
is, and as approved by the Texas Department of Public Safety and the United States
Attorney General.
15. Immigration Nationality Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). City shall not make such request unless it is
necessary to comply with the law. Vendor shall adhere to all Federal and State laws as well as
establish appropriate procedures and controls so that no services will be performed by any Vendor
employee who is not legally eligible to perform such services.
16. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 2271 of the Texas Government Code. By signing this Addendum, Vendor certifies
that Vendor's signature provides written verification to City that Vendor: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement.
17. Ri2ht to Audit. Vendor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine once a year with
reasonable notice any copies of directly pertinent books, documents, papers and records of Vendor
involving transactions relating to the Agreement. City shall give Vendor reasonable advance notice
of no less than ten (10) days before intended audits.
18. Prohibition on Bovcottina Enerav Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly
or partly from public funds of the City with a company with 10 or more full-time employees unless
the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
"boycott energy company" and "company" have the meaning ascribed to those terms by Chapter
2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is
applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's
signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
19. Prohibition on Discrimination Against Firearm and Ammunition Industries.
Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
Addendum Page 4 of 12
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those
terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the
Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies
that Contractor's signature provides written verification to the City that Contractor: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm
trade association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
20. Insurance.
1.1. The Vendor shall carry the following insurance coverage with a company
that is licensed to do business in Texas or otherwise approved by the City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
1.1.3.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow -form provision and shall
include coverage for personal and advertising injury. The umbrella policy
shall cover amounts for any claims not covered by the primary Technology
Liability policy. Defense costs shall be outside the limits of liability.
1.1.3.3. Coverage shall include, but not be limited to, the
following:
1.1.3.3.1. Failure to prevent unauthorized access;
Addendum Page 5 of 12
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with
final adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property
infringement claims and for indemnification and legal defense of
any claims of intellectual property infringement, including
infringement of patent, copyright, trade mark or trade secret,
brought against the City for use of Deliverables, Software or
Services provided by Vendor under this Agreement;
1.1.3.3.6. Technology coverage may be provided
through an endorsement to the Commercial General Liability (CGL)
policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is
exhausted. Either is acceptable if coverage meets all other
requirements. Technology coverage shall be written to indicate that
legal costs and fees are considered outside of the policy limits and
shall not erode limits of liability. Any deductible will be the sole
responsibility of the Vendor and may not exceed $50,000 without
the written approval of the City. Coverage shall be claims -made,
with a retroactive or prior acts date that is on or before the effective
date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years
following completion of services provided. An annual certificate of
insurance, or a full copy of the policy if requested, shall be submitted
to the City to evidence coverage; and
1.2. General Insurance Requirements:
1.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees,
officers, officials, agents, and volunteers in respect to the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction
in limits of coverage shall be provided to the City. Ten (10) days' notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent to the
Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,
Addendum Page 6 of 12
with copies to the City Attorney at the same address.
1.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is below
that required, written approval of Risk Management is required.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. Certificates of Insurance evidencing that the Vendor has obtained
all required insurance shall be delivered to and approved by the City's Risk
Management Division prior to execution of this Agreement.
[Signature Page Follows]
Addendum Page 7 of 12
[Executed effective as of the date signed by the Deputy City Manager below.] / [ACCEPTED
AND AGREED:]
CITY: SELECTRON TECHNOLOGIES, INC.:
i
By: \J�`�` By:
Name: Mark McDaniel Name:
Title: Deputy City Manager Title:✓�S<<p _
Date: Jan 22, 2025 Date: / /'712OZ
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
By:
and reporting requirements.
Name: Kevin Gunn
Title: Director, IT Solutions
By: Steven Vandever (Jan 21, 2025 09:45 CST)
Approved as to Form and Legality:
Name: Steven Vandever
Title: Sr. IT Solutions Manager
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By:
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City Secretary: o!►��
Name: Hye Won Kim
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Title: Assistant City Attorney
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By: V
Contract Authorization:
Name: Jannette Goodall
M&C: 25-0007
Title: City Secretary
Approval Date: 01 /] 4/2025
Form 1295: 2024-1235285
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum Page 8 of 12
NETWORK ACCESS AGREEMENT
This Network Access Agreement ("Agreement") is made and entered into by and between
the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of
the State of Texas, and Selectron Technologies, Inc., an Oregon corporation having its principal
place of business at 13535 SW 72nd, Suite 200, Portland, OR 97223 ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide
implementation and ongoing services for the Atlas Insight and Inspections Mobile solutions. In
order to provide the necessary support, Vendor needs access to description of specific Network
systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc. (the
"Services").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the
City's Network for the sole purpose of providing the Services. Such access is granted subject to
the terms and conditions forth in this Agreement and applicable provisions of the City's
Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such
applicable provisions are hereby incorporated by reference and made a part of this Agreement for
all purposes herein and are available upon request
3. Network Credentials. The City will provide Vendor with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf
of the Vendor. If this access is being granted for purposes of completing services for the City
pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted
services, or upon termination of the contracted services, whichever occurs first. Otherwise, access
rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date").
® Services are being provided in accordance with City Secretary Contract No.
62679 . ("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft
Contract No. . ("PSK #")
❑ Services are being provided in accordance with the Agreement to which this
Access Agreement is attached. ("Contract")
❑ No services are being provided pursuant to this Agreement.
4. Renewal. This Agreement shall renew in accordance with the term of the Contract
or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in
its sole discretion, at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services,
Vendor shall provide the City with a current list of officers, agents, servants, employees or
representatives that require Network credentials on an annual basis. Failure to adhere to this
requirement may result in denial of access to the Network and/or termination of this Agreement.
Addendum Page 9 of 12
5. Network Restrictions. Vendor officers, agents, servants, employees or
representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges,
agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network
in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers,
agents, servants, employees or representatives, of this Agreement and any other written
instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be
grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,
terminate the Agreement, and pursue any other remedies that the City may have under this
Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City
may terminate this Agreement in accordance with Section 3 of the Addendum. Upon termination
of this Agreement, Vendor agrees to remove entirely any client or communications software
provided by the City from all computing equipment used and owned by the Vendor, its officers,
agents, servants, employees and/or representatives to access the City's Network.
7. Information Securitv. Vendor agrees to make every reasonable effort in
accordance with accepted security practices to protect the Network credentials and access methods
provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City
immediately upon discovery of a breach or threat of breach which could compromise the integrity
of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains
City -provided access software, termination or resignation of officers, agents, servants, employees
or representatives with access to City -provided Network credentials, and unauthorized use or
sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. Reserved.
9. Confidential Information. Vendor, for itself and its officers, agents, employees,
and representatives, agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City. Vendor further agrees that it shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise
corrupt City Information in any way. Vendor shall notify the City immediately if the security or
integrity of any City information has been compromised or is believed to have been compromised.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any
renewal terms, and until the expiration of three (3) years after termination or expiration of this
contract, have access to and the right to examine once a year with reasonable notice at reasonable
times any copies of directly pertinent books, data, documents, papers and records, both hard copy
and electronic, of the Vendor involving transactions relating to this Agreement. The City shall
give Vendor reasonable advance notice of no less than ten (10) days for intended audits. Vendor
further agrees to include in all its subcontractor agreements hereunder a provision to the effect
that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and
until expiration of three (3) years after termination or expiration of the subcontract, have access
to and the right to examine once a year with reasonable notice at reasonable times any copies of
directly pertinent books, data, documents, papers and records, both hard copy and electronic, of
Addendum Page 10 of 12
such subcontractor involving transactions related to the subcontract. City shall give subcontractor
reasonable notice of no less than ten (10) days for intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any
written contracts, agreements, understandings or acknowledgments with the City signed by
Vendor. This Agreement and any other documents incorporated herein by reference constitute the
entire understanding and Agreement between the City and Vendor as to the matters contained
herein regarding Vendor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in
this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and
void.
14. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
15. Force Maieure. Each party shall exercise its best efforts to meet its respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure), including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots, material or labor restrictions by any governmental authority, transportation problems and/or
any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in accordance with
the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought
on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort Worth
Division.
17. Signature Authoritv. By affixing a signature below, the person signing this
Agreement hereby warrants that he/she has the legal authority to bind the respective party to the
terms and conditions in this agreement and to execute this Agreement on behalf of the respective
party, and that such binding authority has been granted by proper order, resolution, ordinance or
other authorization of the entity. The other party is fully entitled to rely on this warranty and
representation in entering into this Agreement.
[Signature Page Follows]
Addendum Page 11 of 12
[Executed effective as of the date signed by the Deputy City Manager below.] / [ACCEPTED
AND AGREED:]
CITY:
By:
\J44fZ
Name:
Mark McDaniel
Title:
Deputy City Manager
Date:
Jan 22, 2025
SELECTRON TECHNOLOGIES, INC.:
By:
Name:
Title:
Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
�
of this contract, including ensuring all performance
By: /
and reporting requirements.
Name: Kevin Gunn
Title: Director, IT Solutions
By: Steven Vandever(Jan 21, 202509:45 CST)
Approved as to Form and Legality:
Name: Steven Vandever
Title: Sr. IT Solutions Manager
By:
City Secretary:
Name: Hye Won Kim
Title: Assistant City Attorney
By:
Contract Authorization:
Name: Jannette Goodall
M&C: 25-0007
Title: City Secretary
Approval Date: 01/14/2025
Form 1295: 2024-1235285
Addendum Page 12 of 12
1/14/25, 9:07AM M&C Review
ACITY COUNCIL AGEND
Create New From This M&C
Official site of the City of Fort Worth, Texas
FoRTWoRn
REFERENCE **M&C 25- 04SELECTRON SOLE
DATE: 1/14/2025 NO.: 0007 LOG NAME: SOURCE AGREEMENT FOR
ATLAS INSIGHT
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize Execution of Sole Source Agreement with Selectron Technologies, Inc. for
a Five -Year Term for Atlas Insight Software Implementation, Maintenance, Support and
Professional Services for the Development Services and Information Technology Solutions
Departments for an Amount Not to Exceed $574,452.45, with an Amount Not to Exceed
$235,068.75 for Year One, an Amount Not to Exceed $82,860.00 for Year Two, an Amount
Not to Exceed $84,157.80 for Year Three, an Amount Not to Exceed $85,494.53 for Year
Four, and an Amount Not to Exceed $86,871.37 for Year Five; Adopt Appropriation
Ordinance; and Amend the Fiscal Year 2025 Operating Budget
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a Sole Source Agreement with Selectron Technologies, Inc. for a
total contract amount not to exceed $574,452.45 for a five-year term for Atlas Insight
Software implementation, maintenance, support, and professional services for the
Development Services and Information Technology Solutions Departments with annual
expected amounts not to exceed $235,068.75 for year one, $82,860.00 for year two,
$84,157.80 for year three, $85,494.53 for year four, and $86,871.37 for year five;
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations
in the Special Purpose Fund in the amount of $574,452.45, from available Development Fee
funds within Developer Tech Improvements project (City Project No. S00164), for the
purpose of funding the Atlas Insight software implementation; and
3. Amend the Fiscal Year 2025 Operating Budget.
DISCUSSION:
The Information Technology Solutions (ITS) Department will utilize this sole source agreement with
Selectron Technologies Inc. (Selectron) to purchase the Atlas Insight platform. Selectron's Atlas Insight
platform is the only solution that provides a fully integrated, tailored mobile field inspection application
along with a visual, map -based management tool with drag and drop inspection management,
assignment, and re -assignment capabilities. The Atlas Inspections mobile field application can be fully
utilized in both a connected or disconnected state and supports multiple form factors (hand-held,
tablet, laptop, desktop), and operating systems (iOS, Android, and Windows). Atlas Insight is fully
integrated to the City's existing Interactive Voice Response (IVR) along with real-time Accela
integration for inspection resulting/posting.
The Development Services Department plans to utilize the Atlas Insight platform to streamline and
improve the inspection communication process with customers. The Atlas Insight platform allows for
communication with customers before, during, and after inspections occur. The platform will also
ensure that all inspections are assigned to approved and licensed inspectors and allow for easy
reassignment of inspections to optimize timeliness of inspection completion. Development Services
will also be able to conduct video inspections to allow for increased flexibility for scheduling with
customers and enable quicker completion of inspections.
The Developer Tech Improvements project was created to capture the technology fee that
Development Services department charges to fund technology enhancements that support and
improve the development process. The fees in this project can only be spent for this purpose.
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M&C Review
This Mayor & Council Communication (M&C) requested authorization to execute a five-year sole
source agreement with Selectron with a total contract amount of $574,452.45 for the initial term.
Annual costs are as follows:
Year 1 Year 2 Year 3 Year 4 Year 5
Professional
Services $153,468.75 $0.00 $0.00 $0.00 $0.00
Annual 81,600.00 82,860.00 84,157.80 85,494.53 86,871.37
Fees Total
Annual Total $235,068.75 $82,860.00 $84,157.80 $85,494.53 $86,871.37
A Chapter 252 Exemption form, related to these professional services, was approved by the City
Attorney's Office.
Funding is budgeted in the Special Purpose Fund for the purpose of funding the implementation of
Atlas Insight software.
AGREEMENT TERM - Upon City Council approval, this agreement shall begin upon execution and
expire five (5) years from that date.
RENEWAL OPTIONS - This agreement may be renewed for successive one-year renewal terms at the
City's option. This action does not require specific City Council approval provided that the City Council
has appropriated sufficient funds to satisfy the City's obligations during the renewal term.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
DVIN: This project was approved for a waiver per the Chapter 252 exemption, as a sole source by the
Legal Department. Therefore, the business equity goal requirement is not applicable.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Developer Tech
Improvements project within the Special Purpose Fund and upon approval of the above
recommendations and adoption of the attached appropriation ordinance, funds will be available in the
Special Purpose Fund for the Developer Tech Improvements project to support the approval of the
above recommendations and execution of the agreement. Prior to any expenditure being incurred, the
Development Services and Information Technology Services Departments have the responsibility to
validate the availability of funds.
TO
Fund Department Account Project
ID ID
FROM
Fund Department Account Project
ID ID
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
Program Activity Budget
Year
Program Activity Budget
Year
Mark McDaniel ()
Kevin Gunn (2015)
D.J. Harrell (8032)
Sallie Trotter (8442)
Reference #
(Chartfield 2)
Reference #
(Chartfield 2)
Amount
Amount
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ATTACHMENTS
1295 Selectron Atlas. pdf (CFW Internal)
Approved Chapter 252 Exemption Form Selectron Atlas.pdf (CFW Internal)
Capital Project No. S00164 Fund Availability_.pdf (CFW Internal)
FY2025 Selectron FID Table.xlsx (CFW Internal)
ORD.APP 04SELECTRON SOLE SOURCE AGREEMENT FOR ATLAS INSIGHT AO(r2).docx (Public)
Sicined WBE Waiver 25-TBD11112024 (SS Selectron-Atlas) Waiver-NS.pdf (CFW Internal)
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