2021/02/04 Crossroads Software, Inc. Agreement for Consultant Services16498.00001\34390531.2
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AGREEMENT FOR CONSULTANT SERVICES
This Agreement for Consultant Services (this “Agreement”), is entered into by and between the City of
Menifee, a California municipal corporation (hereinafter referred to as "City"), for the City’s Police
Department located at 29844 Haun Road, Menifee, CA 92586, and Crossroads Software, Inc., a
California corporation, (hereinafter referred to as "Consultant"). The City and Consultant are at times
referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, City desires to obtain the services of a private consultant to provide a Handheld Traffic and
Parking Citation System; and
WHEREAS, Consultant is a Computer Software consultant and has represented that Consultant
possesses the necessary qualifications to provide such services; and
WHEREAS, this Agreement sets forth the terms and conditions upon which Consultant will provide a
Handheld Parking Citation System to City.
ARTICLES
NOW, THEREFORE, the City and the Consultant, for the mutual consideration described herein, agree as
follows:
1. Scope of Services.
Consultant shall provide services as described in Exhibit "A" entitled "Scope of Work" attached hereto and
made a part hereof (“Services”).
2. Compensation and Reimbursement.
City shall compensate Consultant a fee up to $47,600.00 for the Services. Consultant shall submit
invoices no more frequently than monthly. Invoices shall include a summary of work performed for the
period being billed, percentage of work completed for each task, and overall percentage of work
completed for Services as identified in the Scope of Work. All work completed under this Agreement
must be invoiced no later than December 31, 2022. Total compensation for the Services shall be paid as
set forth in Exhibit “B” entitled “Cost Proposal” attached hereto and made a part hereof.
3. Term of Agreement.
This Agreement shall be effective on February 4, 2021 and ending January 31, 2025, unless sooner
terminated by City as provided in the section of this Agreement entitled "Termination." Upon expiration or
termination of this Agreement, Consultant shall return to City any and all equipment, documents or
materials and all copies made thereof which Consultant received from City or produced for City for the
purposes of this Agreement. Please note that the City may renew the contract in the amount up to
$49,999 including the initial term VI. compensation amount. Once the agreement compensation in aggregate
has exceeded $49,999, additional amendments renewals will require City Council approval.
4. Termination.
This Agreement may be terminated with or without cause by City. Termination without cause shall be
effective only upon 15-day written notice to Consultant. During said 15-day period Consultant shall
perform all consulting services in accordance with this Agreement. This Agreement may be terminated by
City for cause in the event of a material breach of this Agreement, misrepresentation by Consultant in
connection with the formation of this Agreement or the performance of Services, or the failure to perform
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Services as directed by City. Termination for cause shall be affected by delivery of written notice of
termination to Consultant. Such termination shall be effective upon delivery of said notice.
5. Confidential Relationship.
City may from time to time communicate to Consultant certain information to enable Consultant to
effectively perform the Services. Consultant shall treat all such information as confidential, whether or not
so identified, and shall not disclose any part t hereof without the prior written consent of the City.
Consultant shall limit the use and circulation of such information, even within its own organization, to the
extent necessary to perform the Services. The foregoing obligation of this Paragraph 6, however, shall
not apply to any part of the information that (I) has been disclosed in publicly available sources of
information; (ii) is, through no fault of Consultant, hereafter disclosed in publicly available sources of
information; (iii) is now in the possession of Consultant without any obligation of confidentiality; or (iv) has
been or is hereafter rightfully disclosed to Consultant by a third party, but only to the extent that the use or
disclosure thereof has been or is rightfully authorized by that t hird party.
Consultant shall not disclose any reports, recommendations, conclusions or other results of the Services
or the existence of the subject matter of this Agreement without the prior written consent of the City. In its
performance hereunder, Consultant shall comply with all legal obligations it may now or hereafter have
respecting the information or other property of any other person, firm or corporation.
In the event of termination of this Agreement, Consultant agrees that it shall return any c onfidential
information which was provided by City, in the event such information is in a format that makes it feasible
to return same to City or destroy such material if not returnable.
6. Ownership of Documents.
All memoranda, reports, plans, specifications, maps and other documents prepared or obtained under the
terms of this Agreement shall be the property of City and shall be delivered to City by Consultant upon
demand.
7. Office Space and Clerical Support.
Consultant shall provide its own office space and clerical support at its sole cost and expense.
8. Covenant Against Contingent Fees.
Consultant declares that it has not employed or retained any company or person, other than a bona fide
employee working for Consultant, to solicit or secure this Agreement, that it has not paid or agreed to pay
any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage
fee, gift or any other consideration, contingent upon or resulting from the award or making of the
Agreement. For breach of violation of this warranty, City shall have the right to annul this Agreement
without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or
otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent
fee
9. Conflict of Interest and Political Reform Act Obligations .
During the term of this Agreement Consultant shall not act as consultant or perform services of any kind
for any person or entity whose interests’ conflict in any way with those of the City. Consultant shall at all
times comply with the terms of the Political Reform Act and the local conflict of interest ordinance.
Consultant shall immediately disqualify itself and shall not use its official position to influence in any way
any matter coming before the City in which the Consultant has a financial interest as defined in
Government Code Section 87103. Consultant represents that it has no knowledge of any financial
interests which would require it to disqualify itself from any matter on which it might perform services for
the City.
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Consultant shall comply with all of the reporting requirements of the Political Reform Act and local
ordinance. Specifically, Consultant shall file Statements of Economic Interest with the City Clerk of the
City in a timely manner on forms which Consultant shall obtain from the City Clerk.
10. No Assignments.
Neither any part nor all of this Agreement may be assigned or subcontracted, except as otherwise
specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in
writing. Any assignment or subcontracting in violation of this provision shall be void.
11. Maintenance of Records.
Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and
other evidence pertaining to costs incurred and shall make such materials available at its office at all
reasonable times during the contract period and for three (3) years from the date of final payment under
this Agreement, for inspection by City and copies thereof shall be furnished, if requested.
12. Independent Contractor.
At all times during the term of this Agreement, Consultant shall be an independent contractor and shall
not be an employee of the City. City shall have the right to control Consultant only insofar as the results of
Consultant's Services rendered pursuant to this Agreement; however, City shall not have the right to
control the means by which Consultant accomplishes such Services.
13. Licenses, Permits, Etc.
Consultant represents and declares to City that it has all licenses, perm its, qualifications, and approvals
of whatever nature that is legally required to practice its profession. Consultant represents and warrants
to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this
Agreement, any license, permit, or approval which is legally required for Consultant to practice its
profession.
14. Consultant's Insurance.
(A). Policies:
Consultant shall obtain and maintain during the entire term of this Agreement the following insurance
policies from companies authorized to issue insurance in the State of California:
(i). Comprehensive General Liability, including premises-operations, products/completed, broad form
property damage, bodily injury, and blanket contractual liability with the following coverage’s:
General Liability :
$1,000,000 per person per occurrence;
$2,000,000 annual aggregate combined;
$1,000,000 property damage or bodily injury per occurrence
Cross-liability exclusions prohibited
(ii). Automobile Liability, including owned, hired, and non-owned vehicles with the following insurance
coverage’s:
Auto Liability:
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$1,000,000 per person per occurrence;
$1,000,000 annual aggregate combined;
$1,000,000 property damage or bodily injury per occu rrence
Cross-liability exclusions prohibited
(iii). Workers' Compensation insurance in amounts in accordance with statutory requirements.
(iv). Cyber Liability insurance with limits of $1,000,000 per occurrence, providing protection against
liability for: (1) privacy breaches (including liability arising from the loss or disclosure of confidential
information no matter how it occurs); (2) system breach; (3) denial or loss of service; (4) i ntroduction,
implantation, or spread of malicious software code; and (5) unauthorized access to or use of computer
systems. Cyber liability insurance shall not include any exclusion or restriction for unencrypted portable
devices or other media. Cyber liability insurance policies shall not be canceled, or the coverage reduced
until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days
shall be allowed for non-payment of premium.
(B). Endorsements:
Endorsements shall be obtained so that each policy contains the following provisions:
(i) Additional Insured. For the Comprehensive General Liability policy, City, its officials, officers,
employees, agents, and volunteers shall be additional insureds wi th regard to liability and defense of suits
or claims arising out of the performance of the Agreement.
(ii) Notice.
"Said policy shall not terminate, nor shall it be canceled or reduced in coverage, without thirty (30) days’
written notice to the City."
(iii) Primary Coverage.
"The policy provides primary coverage to the City and its elected and appointed boards, officers, agents,
and employees. It is not secondary or in any way subordinate to any other insurance or coverage
maintained by the City."
15. Insurance Certificates:
Consultant shall provide City with certificates of insurance and accompanying endorsements showing the
insurance coverages described in Section 14 above, in a form and content approved by the City, prior to
City’s execution of this Agreement. See Exhibit “C” entitled “Consultant’s Insurance Certification”.
16. Liability.
Notwithstanding any other provision contained in this Agreement, Consultant shall be responsible for all
injuries to persons and for all damage to real or personal property of City or others, to the extent caused
by or resulting from the wrongful act or negligent acts, errors, or omissions of itself, its employees, or its
agents during the progress of, or in connection with, the rendition of Services hereunder. To the fullest
extent permitted by law, Consultant shall hold harmless, indemnify, and defend (with counsel of City’s
choosing) the City and its elected and appointed officials, officers, agents, and employees from all costs
and claims for damages to real or personal property, or personal injury to any third party, including
reasonable attorney fees resulting from the performance of the Services by Consultant, its employees, or
its agents, under this Agreement.
17. Consultant Not an Agent.
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Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on
behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, expressed or
implied, pursuant to this Agreement to bind City to any obligation whatsoever.
18. Personnel.
Consultant shall assign qualified and certified personnel to perform requested Services. The City shall
have the right to review and disapprove personnel for assignment to City projects.
City shall have the unrestricted right to order the removal of any person(s) assigned by Consultant by
giving oral or written notice to Consultant to such effect.
Consultant's personnel shall at all times comply with City's drug and alcohol policies then in effect.
19. Notices.
All notices, billings and payments which are required or permitted to be made hereunder shall be in
writing and shall be sent by personal delivery; first -class mail, return receipt requested; overnight or
express mail service; or facsimile. Notices shall be deemed to have been received: upon del ivery if
personally delivered; seventy-two (72) hours after deposit in the U.S. Mail; on the day of transmission via
facsimile unless sent after business hours and in that event, on the next business day. Notices may be
sent to the following addresses:
City:
City of Menifee
Attn: Maritsa Ramirez
Address: 28644 Haun Road
City State Zip: Menifee, CA 92586
Phone: (951) 672-6777
Fax: (951) 679-2568
Consultant:
Crossroads Software, Inc.
201 W. Birch Street
Suite #207
Brea, CA 92821
Attn: Jeff Cullen or Kelly Child
(714) 990-6433
Facsimile: (714) 990-5628
20. Conflict Resolution.
In the event of a dispute between City and Consultant concerning the terms of this Agreement or its
performance, the Parties agree to submit such dispute to arbitration before the American Arbitration
Association or other mutually acceptable arbitrator. In the event that the subject of such arbitration is
compensation claimed by Consultant in the event of termination, Co nsultant's damages shall be limited to
compensation for the 15-day period for which Consultant would have been entitled to receive
compensation if terminated without cause. In the event of arbitration, each Party shall bear its own
attorneys' fees and costs incurred.
21. Gender.
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Whether referred to in the masculine, feminine, or as "it," "Consultant" shall mean the individual or
corporate consultant and any and all employees of consultant providing Services hereunder.
22. Exhibits.
All Exhibits referenced in this Agreement, and each of them, are incorporated into this document as
though set forth in full at this point.
23. Entire Agreement.
This Agreement shall constitute the entire understanding between Consultant and City relating to the
terms and conditions of the Services to be performed by Consultant.
24. Severability.
If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court
of competent jurisdiction to be invalid or unenforceable, the Agreemen t will be construed as not
containing that term, and the remainder of this Agreement will remain in full force and effect; provided,
however, this section will not be applied to the extent that it would result in a frustration of the Parties’
intent under this Agreement.
25. Governing Law, Jurisdiction, and Venue.
The interpretation, validity, and enforcement of this Agreement will be governed and interpreted in
accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind
related to this Agreement will be filed and heard in a court of competent jurisdiction in the County of San
Bernardino, California.
26. Modifications.
This Agreement may not be amended or modified orally. No amendment or modification of this
Agreement is binding unless it is in a writing signed by both Parties.
27. Waivers.
No waiver of a breach, default, or duty under this Agreement will be effectiv e unless it is in writing and
signed by the Party waiving the breach, default, or duty. Waiver of a breach, default, or duty under this
Agreement will not constitute a continuing waiver or a waiver of any subsequent breach, default, or duty
under this Agreement.
28. Counterparts.
This Agreement may be executed in counterparts, each one of which is deemed an original, but all of
which together constitute a single instrument.
29. Signatures.
The individuals executing this Agreement represent and warrant that they have the right, power, legal
capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal
entities of the Consultant and the City.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE TO
AGREEMENT FOR CONSULTANT SERVICES
WE EACH FREELY AND VOLUNTARILY AGREE TO ALL FO THE ABOVE TERMS.
City: Crossroads Software, Inc.:
Date:_________________ Date: _________________
_____________________ _____________________
By: __________________ By: __________________
Its: __________________ Its: __________________
Attest: Attest:
Date_________________ Date_________________
_____________________ _____________________
By: __________________ By: __________________
Its: __________________ Its: __________________
Approved as to Form:
Date_________________
_____________________
By: __________________
Its: __________________
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Crossroads Software, Inc.
Jeff Cullen
4/25/2022
4/25/2022
Assistant Treasurer
CEO
Crossroads Software, Inc.
Kelly Kalberg
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City of Menifee
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Jeffrey Melching
5/10/2022
City Attorney
Jeffrey T. Melching, City Attorney
Armando G. Villa
City Manager
5/10/2022
City of Menifee
Deputy City Clerk
City of Menifee
5/10/2022
Stephanie Roseen
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EXHIBIT “A”
Scope of Work
Scope of Services
Crossroads Software, Inc.
for a
Traffic and Parking Citation System
for the
City of Menifee
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1.1 Project Overview
The scope of this Scope of Work is to set out the milestones, deliverables, and responsibilities
required to provide to the City with a fully operational automated Traffic Citation Writing System
The software shall meet all current State of California legislative mandates related to traffic
citations and California Court Systems electronic filings and data integration standards as well as
being upgradeable to meet future mandates within the timeframe allowed by the governing bodies.
1.2 Project Deliverables
Consultant will supply the following and they will provide the most recent version of software at the
time of delivery.
Figure 1: Project Deliverables
Crossroads Software Inc. Project Deliverables
Description Quantity
Citation Software for Handheld
Citation Software for Desktop
1 site license
1 site license
Ticket Processor Transmission Software
Court Transmission Software
1 site license
1 site license
Installation
Training 2 sessions
Annual Support and Maintenance 3 years; first year included
with license fees
Consultant will provide a complete Traffic and Parking Citation Writing System to the City. This
system will include software for electronic citations that offers efficient input of violation and violator
data among other information; bar code reading; and have a modular design to allow for future
upgrades and modification. Consultant will enable software with the ability to export citation data to
the Agency’s ticket processing vendor.
1.3 Software License Provisions
1.3.1 Crossroads Software, Inc.
Consultant hereby grants to the Agency one (1) site license for traffic citation software, one (1)
site license for parking citation software, one (1) parking citation export module, and one (1) court
transmission software license. The LICENSED SOFTWARE allows the City to use the software
on multiple computers located in a single office or department within a contiguous site, or multiple
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offices, departments and sites. The LICENSED SOFTWARE entitles the City to one copy of the
software in machine-readable form for backup purposes only.
1.3.2 Term of the License
This license is effective until terminated. The City may terminate this license at any time by
destroying the LICENSED SOFTWARE and related documentation and all copies thereof. If the
City fails to comply with any provisions of the LICENSED SOFTWARE AGR EEMENT (Exhibit D),
Consultant must give thirty days’ notice to the City that they have failed to comply with any
provisions of the LICENSED SOFTWARE AGREEMENT. Upon termination of the LICENSED
SOFTWARE AGREEMENT the non-compliant LICENSEE must destroy the software and related
documentation and all copies thereof.
1.4 Project Management and Implementation Services
The City’s project manager shall be responsible for review, analysis, and acceptance of
Crossroad Software, Inc.’s performance and the coordination of project personnel, equipment,
vehicles and facilities and may issue all consents, approvals, directives and agreement on behalf
of the City called for by this agreement except as otherwise ex pressly provided. Kelly Child is the
project manager for the Consultant. She will be directly responsible for the administration and
technical direction of Consultant’s project activities to include project management, installation,
implementation, support services, software development and system setup. Consultant will have
access to communicate with the City project manager to coordinate the execution of the project.
1.4.1 Responsibilities of the Agency
The specific duties of the City in the implementation of the System are:
1.4.1.1 Provide the Consultant with access to the City for installation.
1.4.1.2 Provide citation documents and sample forms.
1.4.1.3 Provide court information such as name, addresses, schedules, etc.
1.4.1.4 Establish a workstation with a VPN or ‘GoToMeeting’ connection, with network
access to the data server.
1.4.1.5 Review and approve screen layouts and forms.
1.4.1.6 Review, evaluate and field test each installed module prior to acceptance .
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1.4.1.7 Facilitate the implementation of the interface with San Bernardino County Superior
Court’s database systems.
1.4.1.8 Provide a training platform.
1.4.2 Responsibilities of Consultant
The responsibilities of the project manager will include acting as a primary contact for
departmental personnel, scheduling for installation and tr aining, overseeing installation and
training, troubleshooting, and any other functions requiring implementing the Consultant’s
software at the participating agency sites. The specific duties of the Consultant in the
implementation of the System are:
1.4.2.1 Create citation forms customized to the department
1.4.2.1.1 Develop and test citation sync module
1.4.2.1.2 Create and install citation software.
1.4.2.1.3 Provide training.
1.4.2.2 Contact the parking citation processing vendor and receive the compatible
exchange file format for transferring data from the Crossroads Software system to the data
processing vendor’s database management systems.
1.4.2.2.1 Develop and test exchange file and data transfer from Citation module
exported to the court’s database systems.
1.4.2.2.2 Provide data interface training and documentation
1.4.2.3 Contact California Superior Court – San Bernardino County court database vendors
and receive the compatible exchange file format for transferring data from the Crossroads
Software system to the court database management systems.
1.4.2.3.1 Develop and test exchange file and data transfer from Citation module
exported to the court’s database systems.
1.4.2.3.2 Provide data interface training and documentation
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1.4.2.3 Conduct one (1) training for the traffic citation module and one (1) training for the
parking citation module.
1.4.3 Change Orders
Either party may request changes to the Scope of Work at any time. Since a change could affect
price, schedule or other terms, the project managers must mutually agree in writing to approve
each change before amending this Scope of Work. When Crossroads Software, Inc.’s price or
completion schedule is affected, the contract shall be amended accordingly in writing with a
CHANGE ORDER and incorporated into the Scope of Work.
1.4.4 Resolution of Disputes
The City and Consultant will exercise their best efforts to promptly negotiate and settle any
controversy or claim arising out of or in connection with the AGREEMENT. The parties agree to
first to meet in a timely manner in order to reach a resolution. In the event th at any dispute
cannot be so settled, it shall be settled by arbitration administered by the American Arbitration
Association. The decision in writing of the Arbitrator appointed by the American Arbitration
Association shall not be binding on the parties.
1.4.5 System Acceptance
System acceptance will occur in the following phases after training and functional system tests:
• Certification of citation system.
• Certification of output of a citation data exchange file from the Crossroads Software
system for input into the ticket processing vendor’s management system
• Final Total System Acceptance
Each functional attribute of the software, including system software , operating system, utilities,
interfaces, system administration procedures will be tested. The Consultant will verify that all
transactions with external systems are performing as specified. Within fourteen (14) days after
completion of functional systems testing, the Consultant shall provide a written report to
document completion of the test and to indicate test results, problems, solutions and a schedule
to implement such solutions.
1.4.5.1 Functional Testing – Citation Software
After installing each system software module and performing appropriate diagnostic tests,
Crossroads Software, Inc., will certify to the City that the system is functioning correctly.
The City will request specific demonstrations of the system readiness. F unctional testing
by the end users will start after the users have been trained and the software is in a live
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environment. The testing period will be fourteen (14) days for each software module.
Functional testing will include field-testing, syncing, in-field printing, and printing at the
desktop.
1.4.5.2 Functional Testing – Data Interface to Ticket Processing Vendor
The Consultant will create an export file for the parking citation data integration with the
ticket processing vendor. Upon completion of the citation data integration with the
citation processing vendor’s system, performing appropriate tests, the Consultant will
certify to the City that the data integration to the court is comple ted. The citation
processing vendor project personnel will test the interface for fourteen (14) days to
determine if the traffic records are being exported and delivered as defined.
1.4.5.3 Final System Performance Testing
The Consultant and City will then perform final system performance testing. Consultant
will perform a functionality test that will ensure the functional operation of the software,
the units, printers, and other equipment and the syncing and data transfer interfaces.
Upon completion of the final total system testing, the consultant will certify that the
SYSTEM has passed the final system test criteria. Final system test criteria include:
• Functionality System Test (software, hardware, and interfaces).
• Reliability Test (system “uptime”).
• Performance Test (data input, searches, report generation, response time).
The Consultant shall provide written certification to the City’s project manager that the
installation, training, and testing phase of the contract has been fully completed and all
requirements have been met.
1.5 Warranty, Maintenance, and System Support
1.5.1 Software Maintenance Plan and System Support
Consultant will provide the City and participating agencies receiving the LICENSED SOFTWARE
technical support, maintenance and upgrades on an ongoing basis. Standard technical support
consists of telephone, email and online support from 08:00 A.M. to 5:00 P.M PST, Monday
through Friday.
1.6 Training
The following training is provided by Consultant as part of the purchase of the SYSTEM.
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1.6.1 Citations & Syncing – End User Training
Consultant will provide the City with two hours of training. This session will deal with the use of
units and the writing of citations.
1.6.2 System Maintenance and Administration Training
Consultant will provide administration and system maintenance training to a designated group of
system support staff assigned to the project at City.
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EXHIBIT “B”
Cost Proposals
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EXHIBIT “C”
Consultant’s Insurance Certification
[ATTACHED ON FOLLOWING PAGE 19]
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