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CONSULTING SERVICES AGREEMENT BETWEEN
THE TOWN OF LOS ALTOS HILLS AND
SELECTRON TECHNOLOGIES, INC.
THIS AGREEMENT for consulting services is made by and between the Town of Los Altos Hills
(“Town”) and Selectron Technologies, Inc., 13535 SW 72nd Avenue Suite 200, Portland, OR 97223
(“Consultant”) (together referred to as the “Parties”) as of
July 1, 2026 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to Town the services and Licensed Software defined and described in the Scope of Work
attached as Exhibit A , and incorporated herein, at the time and place and in the manner specified therein.
In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the
Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30, 2029, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A on or before that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The
time provided to Consultant to complete the services required by this Agreement shall not
affect the Town’s right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement according to the standards observed by a competent practitioner of the
profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that Town, during the term of this
Agreement, desires the reassignment of any such persons, Consultant will discuss
request with Town and make good faith efforts to find a mutually agreeable solution.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Section 1.1 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION. Town hereby agrees to pay Consultant the amounts listed on the
Statement of Work on Exhibit A, notwithstanding any contrary indications that may be contained in
Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In
the event of a conflict between this Agreement and Consultant’s proposal, attac hed as Exhibit A, regarding the
amount of compensation, the Agreement shall prevail. Town shall pay Consultant for services rendered
pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall
be the only payments from Town to Consultant for services rendered pursuant to this Agreement. Consultant
shall submit all invoices to Town in the manner specified herein. Except as specifically authorized by Town in
writing, Consultant shall not bill Town for duplicate services performed by more than one person.
Consultant and Town acknowledge and agree that compensation paid by Town to Consultant under this
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Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including
salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree
that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities
to which Consultant and its employees, agents, and subcontractors may be eligible. Town therefore has no
responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
▪Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,
etc.;
▪The beginning and ending dates of the billing period;
▪A Task Summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
▪The Consultant’s signature;
2.2 Payment. All fees should be paid in accordance with Consultant’s payment schedule in
the Statement of Work. Town shall have 30 days from the receipt of an invoice that
complies with all of the requirements above to pay Consultant.
2.3 Total Payment. Town shall pay for the services to be rendered by Consultant pursuant to
this Agreement. Town shall not pay any additional sum for any expense or cost
whatsoever incurred by Consultant in rendering services pursuant to this Agreement.
Town shall make no payment for any extra, further, or additional service pursuant to this
Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not
exceed $ . Expenses not listed below are not chargeable to Town. Reimbursable
expenses are included in the total amount of compensation provided under this Agreement
that shall not be exceeded.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes .
2.7 Payment upon Termination. In the event that the Town or Consultant terminates this
Agreement pursuant to Section 8, the Town shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
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of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.8 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. Town shall make available to Consultant only the facilities and equipment
listed in this section, and only under the terms and conditions set forth herein.
Town shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with Town employees and reviewing records
and the information in possession of the Town. The location, quantity, and time of furnishing those facilities
shall be in the sole discretion of Town. In no event shall Town be obligated to furnish any facility that may
involve incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide proof satisfactory to Town of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the Town. Consultant shall maintain the insurance policies required by this section throughout the term of
this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s) and provided evidence that such insurance is in effect to Town.
Verification of the required insurance shall be submitted and made part of this Agreement prior to
execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether
a self- insurance program meets the standards of the Labor Code shall be solely in the
discretion of the Contract Administrator. The insurer, if insurance is provided, or the
Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation
against the Town and its officers, officials, employees, and volunteers for loss arising from
work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
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4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than $1,000,000 per occurrence, combined
single limit coverage for risks associated with the work contemplated by this
Agreement. If a Commercial General Liability Insurance or an Automobile Liability
form or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed und er this
Agreement or the general aggregate limit shall be at least twice the required
occurrence limit. Such coverage shall include but shall not be limited to, protection
against claims arising from bodily and personal injury, including death resulting
therefrom, and damage to property resulting from activities contemplated under
this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 (most recent edition) covering comprehensive General Liability on an
“occurrence” basis. Automobile coverage shall be at least as broad as Insurance
Services Office Automobile Liability form CA 0001 (most recent edition), Code 1
(any auto). No endorsement shall be attached, limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a.The Insurance shall cover on an occurrence or an occurrence basis, and
not on a claims-made basis.
b.Town, its officers, officials, employees, and volunteers are to be covered
as insureds as respects: liability arising out of work or operations
performed by or on behalf of the Consultant; or automobiles owned,
leased, hired, or borrowed by the Consultant
c.For any claims related to this Agreement or the work hereunder, the
Consultant’s insurance covered shall be primary insurance as respects
the Town, its officers, officials, employees, and volunteers. Any
insurance or self-insurance maintained by the Town, its officers, officials,
employees, or volunteers shall be excess of the Consultant’s insurance
and shall not contribute with it.
d.Each insurance policy required by this clause shall be endorsed to state
that coverage shall not be canceled by either party, except after 30 days’
prior written notice has been provided to the Town.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
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for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than $1,000,000 covering the licensed professionals’ errors and
omissions. Any deductible or self-insured retention shall not exceed $150,000
per claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims -made form:
a.The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b.Insurance must be maintained, and evidence of insurance must be
provided for at least five years after completion of the Agreement or the
work, so long as commercially available at reasonable rates.
c.If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must purchase an extended period coverage
for a minimum of five years after completion of work under this
Agreement.
d.A copy of the claim reporting requirements must be submitted to the Town
for review prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish Town with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and endorsements shall show the signature
of a person authorized by that insurer to bind coverage on its behalf. If the Town
does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant’s obligation to provide them. The
Town reserves the right to require complete copies of all required insurance
policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the written approval of Town for the self-insured retentions and deductibles
before beginning any of the services or work called for by any term of this
Agreement. At the option of the Town, either: the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects the Town, its officers,
employees, and volunteers; or the Consultant shall provide a financial guarantee
satisfactory to the Town guaranteeing payment of losses and related
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investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting”
policy limit (i.e. limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which
any insurer or contractor may require from vendor by virtue of the payment of any
loss. Consultant agrees to obtain any endorsements that may be necessary to
affect this waiver of subrogation.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation
in favor of the entity for all work performed by the consultant, its employees,
agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.5 Remedies. In addition to any other remedies, the Town may have if Consultant fails to
provide or maintain any insurance policies or policy endorsements to the extent and within
the time herein required, Town may, at its sole option, exercise any of the following
remedies, which are alternatives to other remedies Town may have and are not the
exclusive remedy for Consultant’s breach:
▪Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
▪Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
▪Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
Consultant shall defend any action brought against Town to the extent it is based on a third party claim that
use by Town of the Services 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. Consultant shall pay any liabilities, costs, damages, and expenses (including
reasonable attorney’s fees) (“Liability”) finally awarded against Town in such action that are attributable to
such claim. Town agrees to promptly notify Consultant of any known or suspected infringement or
misappropriation of Consultant’s proprietary rights of which Town becomes aware. Should the Services
become, or be likely to become in Consultant’s opinion, the subject of any claim of infringement,
Consultant may, at its option (a) procure for Town the right to continue using the potentially infringing
materials; (b) replace or modify the potentially infringing materials to make them non-infringing; or (c)
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terminate this Agreement and provide Town with a refund equal to the set-up fees paid by Town, less an
amount equal to the depreciated portion of such fees calculated on a five (5) year straight-line basis. This
Section 5 states the entire liability of Consultant and the exclusive remedy of Town with respect to
infringement of any third-party intellectual property or other rights, whether under theory of warranty,
indemnity, or otherwise.
The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s
inability to evaluate Liability. The Consultant must respond within 30 days, to the tender of any claim for
defense and indemnity by the Town, unless this time has been extended by the Town.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any
type to express or implied indemnity against the Indemnitees.
Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by
California Civil Code Section 2782, as may be amended from time to time, such duties of consultant to
indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of Town, Consultant shall
indemnify, defend, and hold harmless Town for the payment of any employee and/or employer
contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well
as for the payment of any penalties and interest on such contributions, which would otherwise be the
responsibility of Town.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of Town. Town shall not have
the right to control the means by which Consultant accomplishes services rendered
pursuant to this Agreement. Notwithstanding any other Town, state, or federal policy, rule,
regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents,
and subcontractors providing services under this Agreement shall not qualify for or
become entitled to, and hereby agree to waive any and all claims to, any compensation,
benefit, or any incident of employment by Town, including but not limited to eligibility to
enroll in the California Public Employees Retirement System (PERS) as an employee of
Town and entitlement to any contribution to be paid by Town for employer contributions
and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as Town may specify in writing, Consultant shall have
no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind Town to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
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7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Licenses and Permits. Consultant represents and warrants to Town that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals of whatsoever nature that are legally required to practice their respective
professions. Consultant represents and warrants to Town that Consultant and its
employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect
at all times during the term of this Agreement any licenses, permits, and approvals that are
legally required to practice their respective professions. In addition to the foregoing,
Consultant and any subcontractors shall obtain and maintain during the term of this
Agreement valid Business Licenses from Town.
7.4 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. “Contract Year” shall be defined as each 12-month period during the term of
this Agreement, with the first such 12-month period beginning on the Effective Date of this
Agreement and each subsequent 12-month period beginning immediately after the end of
the preceding period. Town may cancel this Agreement at any time and without cause upon
30 days written notification to Consultant; provided that if Town terminates without cause
during the first Contract Year, Town shall pay Consultant an early termination charge of
$25,000, and if Town terminates during the second Contract Year, Town shall pay
Consultant an early termination charge of $12,500. Town shall not pay an early termination
charge for terminating without cause during the third Contract Year. For avoidance of doubt,
Town shall not receive a refund of prepaid annual fees if Town terminates the Agreement
before the end of a Contract Year.
Consultant may cancel this Agreement upon 30 days’ written notice to Town and shall
include in such notice the reasons for cancellation.
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
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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 in the Agreement to the contrary, Consultant may immediately suspend any
Authorized User (defined in Section 11.2) or Town’s customers (each an “End User”)
access to the Licensed Software and Customer Tools (defined in Section 11.3) if
Consultant determines in its reasonable discretion that such Authorized User or End
User’s use of or access to the Licensed Software and/or Customer Tools breaches this
Agreement, violates applicable law, or could cause harm to the Licensed Software or
interfere with Consultant’s control over the Licensed Software or its ability to provide the
Licensed Software to other customers.
All amounts paid are non-refundable.
8.2 Extension. Town may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1 for additional annual terms.
Consultant may increase or change its fees for each extension by providing Town with
notice of such increase or change at least ninety (90) days prior to the effective date of such
increase or change. Town’s sole alternative to such fee increase or change shall be to
terminate this Agreement by providing notice of termination to Consultant 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. Unless authorized by the
Contract Administrator, Town shall have no obligation to reimburse Consultant for any
otherwise reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. Town and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to Town for entering into this
Agreement was and is the professional reputation and competence of Consultant. Neither
party may assign this Agreement or any interest therein without the prior written approval
of the other party. Consultant shall not subcontract any portion of the performance
contemplated and provided for herein, other than to the subcontractors noted in the
proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between Town and Consultant shall survive
the termination of this Agreement.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Proprietary Rights. As between Consultant and Town, Consultant and/or its licensors own
and shall retain all right, title and interest, including, without limitation, all Intellectual
Property Rights in and to (a) the software programs that are listed in Exhibit A and further
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described in Exhibit C; (b) the standard documentation for the Licensed Software
(“Documentation”); and (c) any modifications, error corrections, bug fixes, new releases, or
other updates to the Licensed Software or Documentation, that may be provided or
otherwise made available hereunder by Consultation to Town during the Term
(“Updates”)(collectively, the “Licensed Software”), including without limitation any copy or
derivative work of the Licensed Software (or any portion thereof) and any Updates and
upgrades thereto. Town shall not take any action to jeopardize, encumber, limit, or
interfere in any manner with Consultant’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 are licensed, not sold, and Town shall have only those
rights in and to the Licensed Software and any derivative work or Update or upgrade thereto
as are expressly granted to it under this Agreement, including the End User License
Agreement (EULA) as defined below. As used herein, “Intellectual Property Rights” means
all rights associated with (i) patents, designs, algorithms, and other industrial property rights;
(ii) works of authorship, including copyrights, “moral rights”, and derivative works thereof; (iii)
the protection of trade and industrial secrets and confidential information; (iv) Trademarks
(as defined herein); (v) 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 (vi) all registrations, initial applications, divisions,
continuations, renewals, extensions, divisions, and re-issuances of any of the foregoing,
now existing or acquired in the future.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the Town under this Agreement for a minimum of 3 years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Upon reasonable notice to Consultant, any copies of
records or documents that Section 9.2 of this Agreement requires Consultant to maintain
shall be made available for inspection, audit, and/or copying at any time during regular
business hours, but no more than twice a year. Under California Government Code
Section 8546.7, if the amount of public funds expended under this Agreement exceeds
$10,000.00, the Agreement shall be subject to the examination and audit of the State
Auditor, at the request of Town or as part of any audit of the Town, for a period of 3 years
after final payment under the Agreement.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of Santa Clara or in the United States District Court
for the Northern District of California.
10.2 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
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10.3
10.4
10.5
10.6
10.7
10.8
10.9
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of Town or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any Town official in the work performed pursuant to this
Agreement. No officer or employee of Town shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months,
an employee, agent, appointee, or official of the Town. If Consultant was an employee,
agent, appointee, or official of the Town in the previous twelve months, Consultant
warrants that it did not participate in any manner in the forming of this Agreement.
Consultant understands that, if this Agreement is made in violation of Government
Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled
to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the Town
for any sums paid to the Consultant. Consultant understands that, in addition to the
foregoing, it may be subject to criminal prosecution for a violation of Government
Code § 1090 and, if applicable, will be disqualified from holding public office in the
State of California.
Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
Contract Administration. This Agreement shall be administered by
Jay Bradford, Community Development Director ("Contract Administrator"). All
correspondence, communications and meetings shall be directed to or through the
Contract Administrator or his or her designee. The Consultant shall only take direction
regarding the services provided under this Agreement from the Contract Administrator.
Furthermore, Consultant agrees that the Contract Administrator shall be included any
meeting, teleconference or written communication between any Town representative
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including Committee members and the Consultant. The Town may modify the Contract
Administrator at any time upon providing written notice to the Consultant.
10.10 Notices. Any written notice to Consultant shall be sent to:
Todd Johnston, President 13535
SW 72nd Avenue
Suite 200
Portland, OR 97223
Email: tjohnston@Selectron.com
Any written notice to Town shall be sent to:
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
10.12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, represents the entire and integrated agreement
between Town and Consultant and supersedes all prior negotiations, representations, or
agreements, either written or oral.
Exhibit A Scope of Services
Exhibit B FEE and RATE Schedule
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
Section 11 TERMS RELATING TO USE OF LICENSED SOFTWARE.
11.1 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
Seal and Signature of Registered Professional with
report/design responsibility.
Jay Bradford, Community Development Director
26379 Fremont RdLos Altos Hills, CA 94022
Email: jbradford@losaltoshills.ca.gov
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Exhibit C which is incorporated into and made a part hereof, and the timely payment of
all fees hereunder, Consultant hereby grants to Town 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
Town’s own internal business use. Except as set forth in this Section 11.1 or the EULA,
no other right or license of any kind is granted by Consultant to Town hereunder with
respect to the Licensed Software.
11.2 Software Restrictions. Town hereby acknowledges and agrees that it shall not use the
Licensed Software for any purpose other than the purpose for which Consultant 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 11.2 or the terms of the EULA by Town or any person Town provides with
access to the Licensed Software (whether or not such person is an employee that Town
provides with access to the Licensed Software (“Authorized User”), Consultant shall be
entitled to equitable relief in accordance with Section 11.16.
11.3 Authorized Users; Town Identification and Passwords. Town may permit its customers
to access and use the “Customer Tools” which 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 Town’s website, sole ly 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 Town, (b)
make payments to Town, (c) view their invoices from Town and history of payments to
Town, and (d) update their contact information with Town. Except as provided in this
Section, Town shall not permit any person to access the Licensed Software other than
employees whom Town has designated as Authorized Users. Each individual natural
person shall be a separate Authorized User for purposes of this Agreement. Town shall
create or request that Consultant 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. Town hereby acknowledges that Town and its Authorized
Users bear sole responsibility for protecting the confidentiality of all User Passwords and
shall remain fully responsible and liable for (and Consultant shall not be responsible or liable
for) any unauthorized use of any User Identifications or User Passwords. Town 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. Town shall promptly terminate (or
cause to be terminated by requesting that Consultant 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 Town. Town shall
promptly notify Consultant 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 Consultant shall promptly reset or provide Town
with a means of resetting the password associated with such log-in credentials.
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11.4 Other Modifications to the Licensed Software. Town understands and agrees that
Consultant may make modifications and updates to the Licensed Software from time to
time. The Consultant may determine in its sole discretion whether to provide such
modifications and updates to Town 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.
11.5 Limited Software Warranty and Exclusive Remedy. Subject to the limitations set forth in
this Agreement, Consultant represents and warrants to Town 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 Town 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 Consultant with a written report
that describes such failure in sufficient detail to enable Consultant to reproduce such failure,
Consultant shall use commercially reasonable efforts to correct or provide a workaround for
such failure at no additional charge to Town in accordance with Exhibit B hereto. 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 Consultant and the sole and exclusive remedy of Town
with respect to any breach of the foregoing express warranty.
11.6 Limited Services Warranty and Exclusive Remedy. Subject to the limitations set forth in
this Agreement, Consultant warrants that the Services shall be performed in a professional
and workmanlike manner. Consultant’s sole obligation, and Town’s exclusive remedy for
breach of the foregoing warranty, is that Consultant shall use its commercially reasonable
efforts to re-perform the Services or otherwise cure such breach. If, in Consultant’s sole
judgement, curing the breach is not commercially feasible, Consultant shall credit Town for
a portion of the fees allocable to the affected period of time that is proportionate to the
period the Services or Town’s ability to access or use the Licensed Software was impaired.
11.7 Disclaimer of Other Warranties. THE EXPRESS WARRANTIES SET FORTH IN
SECTION 11.5 AND SECTION 11.6 CONSTITUTE THE ONLY WARRANTIES MADE BY
CONSULTANT WITH RESPECT TO THE LICENSED SOFTWARE AND THE SERVICES
AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. CONSULTANT 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. CONSULTANT EXPRESSLY DISCLAIMS ALL WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
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TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM
COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
CONSULTANT 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. TOWN
ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES, OTHER THAN THE
EXPRESS WARRANTIES IN SECTION 11.5 AND SECTION 11.6 OF THIS AGREEMENT.
11.8 Defects Not Covered by Warranties. Consultant shall have no obligations under Section
11.5 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 Consultant; (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 Consultant; (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.
11.9 Internet Security. Consultant’s Licensed Software is made available through the internet
and may be used to access and transfer information over the internet. Town is solely
responsible for the security and integrity of information it transfers from the Licensed
Software, if any. Consultant makes no representations or warranties to Town regarding (a)
the security or privacy of Town’s network environment, or (b) any third-party technologies’ or
services’ ability to meet Town’s security and privacy needs. These third-party technologies
and services may include, but are not limited to, operating syste ms, database management
systems, web servers, and payment processing services. Town is solely responsible for
ensuring a secure environment for information it transfers from the Licensed Software, if
any. Further, Town acknowledges and agrees that Consultant does not operate or control
the internet and that Consultant 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) virus es, worms, Trojan horses, or other undesirable data or
software; (b) unauthorized users, e.g., hackers; or (c) any other third party or activity beyond
Consultant’s reasonable control.
11.10 Remote Access Security. Consultant may require remote access capability to Town’s
network. This could be required for support of onsite software, or to enable access to
required local data. Consultant will work with Town’s IT staff to determine the best access
method, as approved by Town’s IT and security staff. Remote access is normally provided
by using industry standard remote access software or through a Town solution such as VPN
access. Regardless of what method is used to provide remote access, or which party
provides remote access software, it is Town’s responsibility to ensure that the remote
access method meets Town’s security requirements. Consultant makes no representations
or warranties to Town regarding the remote access software’s ability to meet Town’s
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security or privacy needs. Consultant also makes no recommendation for any specific
package or approach with regard to security. Town is solely responsible for ensuring a
secure network environment.
11.11 Outbound Services Disclaimer. Outbound services, used for outbound messaging from
the Licensed Software, refer to automated communications initiated by the Licensed
Software to deliver information, collect responses, or engage users. These services are
designed to provide additional methods of communication for the Town's employees,
supporting and enhancing existing processes. These services are not intended to replace all
interaction with Town’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.
Town acknowledges that it is aware of the potential hazards associated with relying on an
automated outbound service feature, when using the Licensed Software, and Town
acknowledges and agrees that it is giving up in advance any right to sue or make any claim
against Consultant, and that Town forever releases Consultant 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 Town, Town’s employees, or Town’s end user suffer injury or damage
due to the failure of outbound services to operate, even though Town does not know what or
how extensive those injuries or damages might be, unless such losses were directly
attributable to Consultant’s gross negligence or willful misconduct.
11.12 Data Transfers Between Town and Consultant. The parties acknowledge that, to
facilitate providing the Services and the Licensed Software, Consultant and Town shall
regularly transfer Town Data to each other. The Town, not Consultant, is responsible for
providing and maintaining a secure file transfer protocol for such transfer of Town Data and
shall be responsible for maintaining the security of the system components, environment,
and procedures of such file transfer protocol.
11.13 Town’s Privacy Practices. “Town Data” means structured data about and identifiable to
customers of Town, including without limitation data about transactions between such
customers and Town, (a) that Town provides to Consultant to enable Consultant to provide
the Licensed Software and the Services, (b) that Consultant collects from Town’s customers
to facilitate payments by those customers to Town, or (c) that Consultant otherwise collects
or creates, including by automated means, in the course of perfo rming the Services or
providing the Licensed Software to Town. Town acknowledges that the Town Data includes
information about individuals with whom Town, rather than Consultant, has direct
relationships. Therefore, it is Town’s obligation, and not Consultant’s obligation, to provide
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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 Town Data by Consultant on
Town’s behalf. Town represents, warrants, and covenants to Consultant that (a) Town has
the authority to transmit the Town Data to Consultant; and (b) Consultant’s collection,
storage, transmittal, and other processing of the Town Data on behalf of Town, as described
in the Documentation and this Agreement, does not and w ill not violate any applicable laws,
regulations, ordinances, contracts, policies, orders, or decrees to which Town is subject.
11.14 Limitation of Liability; Limited Remedy. EXCEPT AS EXPRESSLY PROVIDED
HEREIN, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT
SHALL CONSULTANT OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE
OBLIGATED TO INDEMNIFY TOWN 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 CONSULTANT
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED.
11.15 Maximum Liability. Notwithstanding anything in this Agreement to the contrary or the
failure of essential purpose of any limited remedy or limitation of liability, Consultant’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 Consultant from Town hereunder in the twelve (12) months immediately
preceding the action that gave rise to the claim. Town acknowledges that the fees paid to
Consultant reflect the allocation of risk set forth in this Agreement and that Consultant would
not enter into this Agreement without the limitations on liability set forth in this Agreement.
11.16 Injunctive Relief. In the event that Town breaches any provision of the EULA or Sections
9.1, 11.1, or 11.2 , the Town acknowledges and agrees that there may be no adequate
remedy at law to compensate Consultant for such breach, that any such breach may result
in irreparable harm to Consultant that would be difficult to measure; and, therefore, that
upon any such breach or threat thereof, Consultant shall be entitled to seek injunctive and
other appropriate equitable relief (without the necessity of proving actual damages or of
posting a bond or other security), in addition to whatever remedies Consultant may have at
law, in equity, under this Agreement, or otherwise.
[SIGNATURES ON FOLLOWING PAGE]
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The Parties have executed this Agreement as of the Effective Date.
TOWN OF LOS ALTOS HILLS CONSULTANT
Todd Johnston, President Cody Einfalt, Acting Town Manager
Attest:
Arika Birdsong-Miller, Town Clerk
Approved as to Form:
Steven T. Mattas, Town Attorney
Todd Johnston (Jun 24, 2026 13:01:47 PDT)
Todd Johnston
24/06/2026
Steve Mattas (Jun 24, 2026 13:26:08 PDT)
24/06/2026
13/07/2026
14/07/2026
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EXHIBIT A
SCOPE OF SERVICES
Town of Los Altos Hills, CA
Relay IVR - Permits Application
Professional Services
Description Qty Unit Price Total
Relay SelecTXT Platform Setup - Building
Project Management 30 $225.00 $6,750.00
System Configuration 20 $225.00 $4,500.00
QA Testing and Training 10 $225.00 $2,250.00
Database Integration - CentralSquare - TRAKiT
Development Resources 100 $225.00 $22,500.00
PROFESSIONAL SERVICES TOTAL $36,000.00
Annual Hosted Platform and Application Fees
Description Qty Unit Price Total
Relay SelecTXT Platform - Building 1 $23,077.00 $23,077.00
Integration Support
Messages Included for Features Purchased
Application Hosting
Automatic Results Notification 1 $5,000.00 $5,000.00
Outbound Core Services
ANNUAL FEES TOTAL $28,077.00
3-Year Commitment Summary
Year 1 Year 2 Year 3 Year 4* Year 5*
PROFESSIONAL SERVICES $36,000.00
ANNUAL FEES TOTAL $28,077.00 $29,480.85 $30,954.89 $32,502.63 $34,127.76
TOTAL $64,077.00 $29,480.85 $30,954.89 $32,502.63 $34,127.76
3-Year Commitment Discount -$20,676.95 -$8,880.80 -$9,736.84 -$10,648.04 -$11,617.53
ARN Included -$5,000.00 -$5,150.00 -$5,304.50 -$5,463.63 -$5,627.54
TOTAL 3-YEAR COMMITMENT $38,400.05 $15,450.05 $15,913.55 $16,390.96 $16,882.69
3-Year Total
TOTAL 3-YEAR COMMITMENT* $69,763.65
*Years 4 and 5 are listed as optional additional years
Consulting Services Agreement between
Town of Los Altos Hills and Selectron Technologies,
Inc.--Exhibit A
January 1, 2025
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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 and begins the 1-year
annual service term
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.
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
.
Statement of Work
Los Altos Hills, CA
Relay
PERMIT PACK
1.Overview ...................................................................................................... 2
1.1. Revision History ................................................................................................................ 2
2.Functionality ................................................................................................. 3
2.1. The Relay Platform ........................................................................................................... 3
2.2. Permits Pack ..................................................................................................................... 3
2.3. SelecTXT ........................................................................................................................... 3
3.System Integration ........................................................................................ 4
3.1. Application Database Interfaces ...................................................................................... 4
4.Deployment Model ....................................................................................... 5
5.Administrative Tasks ..................................................................................... 5
5.1. Administrative Tools ........................................................................................................ 5
5.2. Run System Reports ......................................................................................................... 5
6.Responsibilities ............................................................................................. 6
6.1. Selectron Technologies, Inc.............................................................................................. 6
6.2. Los Altos Hills, CA ............................................................................................................. 8
May 13, 2025 Page 2 of 9
1.Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to Los Altos Hills, CA (Los Altos Hills or Customer). The features, functionality, and
services are provided through Selectron Technologies’ Relay communication platform (Relay).
1.1. Revision History
Version # Details Date
1.0 Initial Release 05/13/2025
May 13, 2025 Page 3 of 9
2.Functionality
This section details the functionality of each application included in Relay. All functions and features
are dependent upon the accessibility of Los Altos Hills’s CentralSquare - TRAKiT application
database(s) to provide the given data to Relay.
2.1. The Relay Platform
Selectron’s Relay platform powers the Customer’s solution. Relay is a multi-channel,
multi-department platform that connects Customers, government agencies, and
utilities. The Relay platform uses different application packs specific to the market being
serviced. In addition to each application pack, the Relay channels include interactive
voice response (IVR), web, outbound, and interactive texting capabilities, all on a single
platform.
The following sections detail the functionality that will be implemented for the
Customer. Additional channels, applications, and integrations that are not specified in
this SOW are not included but may be able to be added to the system under a
supplemental statement of work.
2.1.1. Application Packs and Channels
The Customer’s solution includes the following application pack and channels:
•Application packs:
o Permits Pack
•Channels:
o SelecTXT
2.2. Permits Pack
The Customer’s solution will be configured with the Relay Permits Pack. The Permits Pack allows
community development or building agencies to provide their citizens and contractors with a central
point of access for permit and inspection information and services. Through available Relay channels,
citizens and contractors using a permit number can communicate with the department 24/7 and 365
days a year. Callers will be able to enter a permit number and perform a variety of actions.
All permit, inspection, and/or code information is available through an interface to the Customer’s
application database. For any of the features detailed below to function as described, data must be
available in this database to be presented to users.
2.3. SelecTXT
SelecTXT for inspection scheduling allows contractors to manage inspection requests
and results from a mobile device. Users can schedule, reschedule, and cancel inspection
dates via an interactive text message conversation and view inspection results. SelecTXT
May 13, 2025 Page 4 of 9
provides both step-by-step, menu-driven, and “power user” entries. Scheduling,
rescheduling, and canceling inspections require a text message conversation back and
forth between the application and the mobile user, where the application requests
specific permit-related information, and the mobile user responds. A conversation
consists of multiple text messages for each inspection request process.
Callers will be able to enter a permit number and perform the following actions:
•Access inspection results
•Leave a comment for the inspector
•Schedule/reschedule inspections
•Cancel inspections
•View the site address for the permit
2.3.1. Add-Ons
The following add-ons are included with the Customer’s Permit Pack. They provide
additional functionality for the channel(s) purchased as part of this Relay solution.
2.3.2. Automatic Results Notification
During the inspection scheduling process, the permit holder may request to be
contacted when the inspector has posted the results.
After inspectors post the results of an inspection, permit holders who have opted in are
contacted with the notification. The Automatic Results Notification provides the
following information: the permit number, inspection type, inspection result, and the
inspection date.
3.System Integration
Relay requires varying integration levels with other database components depending on the
implemented features. These are described in the following sections.
3.1. Application Database Interfaces
Selectron is anticipated to integrate with the Customer’s backend application database.
All data-based interactivity on the solution is reliant upon data being available,
appropriate access granted to Selectron and access via the application vendor APIs.
During the implementation phase, the project will be impacted if necessary data are
unavailable via the included APIs. This may affect the implementation timeframe, and
may limit certain functionality depending on the data that is available, and potentially
result in additional professional service fees.
May 13, 2025 Page 5 of 9
4.Deployment Model
This implementation of Relay will be deployed in Selectron’s Relay Managed Services environment.
Relay Managed Services is a hosted application environment, located in Selectron’s hosting facility.
Selectron’s hosting facility is a co-located data center featuring keyed entry and individual server
locks for security. Selectron owns all hardware with a Managed Services solution and is responsible
for security, monitoring, ongoing maintenance, and proactive support.
5.Administrative Tasks
This section details administrative tasks that can be performed to manage Relay. All system
administration for Relay is handled through the Relay administrative tool. During the
implementation process, the Customer’s administrator will be provided with user credentials for the
Relay Portal. The administrator can create additional users as needed. Permissions can be assigned
per user; permissions govern the functionality available to a given user.
The Relay administrative tool provides administrators with a single platform for viewing system
usage and health, running reports, and configuring various system settings. It is supported on
modern, high-use web browsers, such as Chrome, Firefox, Microsoft Edge, and Safari.
5.1. Administrative Tools
The Customer’s solution is equipped with an online administrative platform, allowing for the easy
tracking of daily activity and statistics.
Activity
o SelecTXT Activity - Tracks and reports SelecTXT activity with line graph
o Inspection Activity – Tracks and reports inspection activity with displayed numbers
o SelecTXT Inspection Activity Widget – Tracks and reports SelecTXT inspection
activity with bar graph
Support System
o System Status– Tracks the status of the system through Ping and Database displays
o Today – Displays date, holiday, office hours, and greeting information
5.2. Run System Reports
Administrators will be able to run system reports via the Relay administrative tool.
5.2.1. Reports Center
•Running / Saving Reports - Depending on your permissions, the Reports Center has
many system, activity, and usage reports that you can run. Saving a Report - To save a
report (including how you have set the filters), click the desired file type you want to
download, either PDF or Excel. The administrative tool will automatically generate the
file and allow you to download it.
May 13, 2025 Page 6 of 9
The solution will also be equipped to provide the following reporting functions:
• System Status Report—View a log of system events, including reboots and
changes in the system's overall status or health.
• Relay Permits Reports
• Inspector Posting Activity Report—This report provides a summary of
inspector posting activity per day of the week within the specified date
range. It lists inspector names and the number of inspections each day.
• Inspections Summary Report—This report provides a summary of inspection
scheduling activity per day within the specified month and year. It lists the
number of inspections scheduled and canceled on the IVR each day.
SelecTXT Reports
• SelecTXT Activity Report - This report provides a graph of different activity
types performed by visitors over a relative span of time (hour over hour, day
over day, month over month, and more).
• SelecTXT Activity Detail Report - Use this report to find a specific SelecTXT
conversation or group of conversations. Search by date/time, phone
number, or other identifying information to find text conversations of
interest.
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 documents to help facilitate the
service implementation process. Some or all of these may be provided depending on the
scope of the project.
• Implementation Questionnaire—This questionnaire gathers critical
information needed to set up and initiate the service. This includes
information on the toll-free numbers, call volume, APIs.
May 13, 2025 Page 7 of 9
•Remote Access Questionnaire—This questionnaire details the information
that Selectron Technologies needs to remotely access the Customer’s
network and application database prior to system initiation, allowing for
complete system testing.
•Implementation Timetable— This timetable details the project schedule
and all project milestones.
•Quality Assurance Test Plan— This plan assists the Customer in
determining that the interactive solution is functioning as specified in the
Contract.
•Service Acceptance Sign-off Form— indicates that the Customer has
verified service functionality.
6.1.3. Develop Channel Design
The Project Manager works with the Customer to develop and complete the following
portions of channel design:
•SelecTXT messaging flow
Software development can begin once these design elements are completed and
approved by the Customer.
6.1.4. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points before
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.5. Provide Administrative Training
Selectron will provide remote training for the Relay solution.
6.1.6. Provide Marketing Materials
Selectron Technologies provides marketing collateral that the Customer can use to
promote the interactive solution to citizens. Marketing collateral includes a poster, tri-
fold brochure, and business card; standard templates for each item are used. Collateral
is provided to the Customer in PDF format (original Adobe InDesign files are provided
upon request).
Marketing collateral will be provided for each department included in this project.
Selectron Technologies’ Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. The information displayed includes the
following:
•SelecTXT phone number(s)
•Department logo (preferably in EPS format)
May 13, 2025 Page 8 of 9
•Department address
•A description of functionality
•Additional contact/informational phone numbers
•Samples: where to find account/ permit/ case numbers, etc.
Any changes to the collateral that do not include the items listed above (e.g., design
changes to the template) are billed on a time and materials basis. Similarly, any changes
to the marketing materials after final delivery are billed on a time and materials basis.
6.1.7. Interface Upgrades
After service initiation, the Customer’s database application may release new updates
to their application or its interface. Upgrading the Relay interface to be compatible with
any of the Customer’s application databases (or other application database software)
may require professional services outside the scope of this service.
6.2. Los Altos Hills, CA
This section outlines the Customer’s service implementation and maintenance
requirements and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies’ Project Manager provides the Customer with an
implementation questionnaire. The implementation questionnaire must be returned
before developing the call flow design and the implementation timetable.
6.2.2. Provide Customer Specific Information
In conjunction with the Implementation Questionnaire, the following information
should be supplied to Selectron Technologies to help create a precisely integrated
product. For further clarification on the format and detail of the following data, refer to
the Implementation Questionnaire or contact your Selectron Technologies’ Project
Manager.
•Street names
•Observed holidays
•Extensions used for transfer functions
•Permit status codes and types
•Inspection types and descriptions
•Validations used for scheduling an inspection
•Correction codes and descriptions
•Permit numbering scheme
May 13, 2025 Page 9 of 9
6.2.3. Approve Channel Configuration
The Customer is responsible for approving the application design developed by
Selectron Technologies’ Project Manager. This includes reviewing:
•SelecTXT message flow design
Once the channel design(s) have been approved, software development begins.
6.2.4. Provide Remote Network Access to Application Database(s)
To fully test the interactive solution, Selectron Technologies requires access to the
Customer’s application database(s) before installation. The Customer will help facilitate
communication between Selectron and the database vendor.
6.2.5. Provide System Access
Selectron Technologies requires access to the Customer’s network and database/
system. Changing or deleting access accounts could disrupt service for the interactive
solution and/or Selectron Technologies’ ability to provide timely support. Please notify
Selectron Technologies immediately if the accounts for the Application Database, the
payment gateway, or the network are modified. The Customer is responsible for
providing Selectron with appropriate application database and payment gateway
network access as defined in the System Integration section.
6.2.6. Confirm Service Functionality
The Customer has 30 calendar days after service initiation to verify the functionality of
the interactive solutions. Within the 30-day system acceptance period, the Customer
should test system functionality using the provided Quality Assurance Test Plan.
Additionally, the System Acceptance Sign-off form must be sent to Selectron
Technologies’ Project Manager within this period. Failure to complete acceptance
testing within the 30-day period will constitute acceptance.
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 acknowledgment to
Selectron’s Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system or C) allow access
to protected data.
Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit B
January 1, 2025
Page 1 of 1 109738\153265\46289200.v10
EXHIBIT B
FEE AND RATE SCHEDULE
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.
Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025
Page 1 of 4
109738\153265\46289200.v10
EXHIBIT C
END USER LICENSE AGREEMENT
This End User License Agreement (this “EULA”) is part of a Consulting Services Agreement (the
“Consulting Services Agreement”) between Selectron Technologies, Inc., an Oregon corporation
(“Selectron”, “we”, “our”, or “us”) and the person or entity identified in the Consulting Services Agreement
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 Consulting Services 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 Consulting Services 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 Consulting Services Agreement between
Selectron and Licensee; or
(b)your ceasing to be authorized by Licensee to use the Licensed Software for any or no
reason.
2.Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in
the Consulting Services Agreement and your strict compliance with all terms and conditions set forth in this
EULA and the Consulting Services 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:
Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025
Page 2 of 4
109738\153265\46289200.v10
(a)Will be the exclusive property of Selectron;
(b)Will be subject to the terms and conditions of the Consulting Services 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 Consulting
Services 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 t hereof;
(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 Consulting Services 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 serv ice, cloud
or other technology or service, except as expressly permitted by the Consulting Services 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;
Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025
Page 3 of 4
109738\153265\46289200.v10
(j)Perform, or release the results of, benchmark tests or other comparisons of the
Licensed Software with other software or materials;
(k)Incorporate the Licensed Software or any portion thereof into any other materials,
products, or services, except as expressly permitted by the Consulting Services Agreement or this EULA;
(l)Use the Licensed Software for any purpose other than in accordance with the terms
and conditions of this EULA and the Consulting Services 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 contro l 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.
5.Collection and Use of Information. Selectron may, directly or indirectly through the services of others,
including by automated means and by means of providing maintenance and support services, collect and store
information regarding your use of the Licensed Software, its performance, the equipment through which the
Licensed Software accessed and used, such as dates and times of use by each Authorized User, activities
conducted using the Licensed Software, the type of web browser used to access the Licensed Software, the
operating system/platform you are using, your IP address, and your CPU speed. You agree that the Selectron
may use such information for any purpose related to the Licensed Software, including but not limited to
improving the performance of the Licensed Software, developing Updates, and verifying compliance with the
terms of this Agreement and enforcing Selectron's rights, including all intellectual property rights in and to the
Licensed Software.
6.Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license,
and not sold, to you. You do not acquire any ownership interest in the Licensed Software under this EULA or
the Consulting Services 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 Consulting Services 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 Consulting Services
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.
Consulting Services Agreement between
Town of Los Altos Hills and Selectron
Technologies, Inc.--Exhibit C
January 1, 2025
Page 4 of 4
109738\153265\46289200.v10
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 assoc iated 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 S oftware accessible from any jurisdiction or country
to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable
federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary
export license or other governmental approval), prior to exporting, re -exporting, releasing or otherwise making
the Licensed Software available outside the US.
9.Governing Law. This EULA shall be governed by and construed in accordance with the internal laws
of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the
State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other
than those of the State of California.
.
Consulting Service Agreement - Selectron and
Town of Los Altos Hills
Final Audit Report 2026-07-14
Created:2026-06-24
By:Behrouz Amirbadvy (bamirbadvy@losaltoshills.ca.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAIw6DLZyxBkinZ_WhaZinEgGJvkUzfitk
"Consulting Service Agreement - Selectron and Town of Los Alto
s Hills" History
Document created by Behrouz Amirbadvy (bamirbadvy@losaltoshills.ca.gov)
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Agreement completed.
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