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Attachment 1AGREEMENT FOR CONSULTANT SERVICES THIS AGREEMENT is made and entered into on September 19, 2017 by and between TOWN OF LOS GATOS, a California municipal corporation, ("Town") and Truepoint Solutions, ("Consultant"), whose address is 3262 Penryn Road, Suite 100-B, Loomis, CA 95650. This Agreement is made with reference to the following facts. The contract will remain in effect from September 19, 2017 to June 30, 2020. I, RECITALS 1.1 The Town desire to engage Consultant to provide Accela Automation software support services and training. 1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II. AGREEMENTS 2.1 Scope of Services. Consultant shall provide services as described in that certain consulting services support proposal sent to the Town on August 12, 2017, which is hereby incorporated by reference and attached as Exhibit A. 2.2 Term and Time of Performance. This contract will remain in effect from September 19, 2017 to June 30, 2020. Consultant shall perform the services described in Exhibit A. 2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town's property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Iti:IAIAS'1 ERIAGREEMENTS/AgreementTernplateslAgreementforConsultantServices_rtf Truepoint Solutions Agreement for Consultant Services 092011 Page 1 of 6 Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 Compensation. Compensation for Consultant's professional services shall not exceed $100,000 per three year period, inclusive of all costs. Payment shall be based upon Town approval of each task. 2.7 Bi1 n . Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows: Inv Dices: Town of Los Gatos Attn: Accounts Payable P.Q. Box 655 Los Gatos, CA 95031-0655 2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in N:1MASTERIAGREEMENTS/Agreemen tTernplaces/AgreementforConsultantServices_rtf Truepoint Solutions Agreement for Consultant Services 092011 Page 2 of 6 such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. IIL INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all N:/hl' S FERIAGREEMENTS/AgreementTemplates/AgreementforConsultantServices_rtf Truepoint Solutions Agreement for Consultant Services 092011 Page 3 of 6 certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability: The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self -insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 3.3 Workers' Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. N:{MASTERIAGREEMENTS/Agreemen tTempl ateslAgreementforConsultantServices.rtf Truepoint Solutions Agreement for Consultant Services 092011 Page 4of6 3.4 Indemnification. The Consultant shall save, keep, hold harmless and indemnify and defend the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of, or in the course of performing work which may be occasioned by a willful or negligent act or omissions of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV. GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. 4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: Town of Los Gatos Attn: Town Clerk 110 E. Main Street Los Gatos, CA 95030 TruePoint Solutions Attn: Keith Hobday, Partner 3262 Penryn Road, Suite 100-B Loomis, CA 95650 N:IMAS I"EWAGREEMEN'I'S/AgreementTemplates/AgreementforConsuttantServices.rtf Truepoint Solutions Agreement for Consultant Services 092011 Page 5 of 6 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. 4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: TruePoint Solutions, by: Laurel Prevetti, Town Manager Recommended by: 09/11/2017 Partner Joel Paulson, Community Development Title Director Approved as to Form: Robert Schultz, Town Attorney N:/MASTER/AGREEMENTS/Agreemen tTempl ates/AgreementforConsultantServices.rtf Truepoint Solutions Agreement for Consultant Services 092011 Page 6 of b True Solutions Town of Los Gatos, California Consulting Services Support Proposal 8/12/2017 TruePoint Solutions (916) 577-1470 1 WWW.TruePointSolutions.Com Exhibit A Tru-ilnG Solutions I. Vendor Background & Qualifications TruePoint Company History TruePoint Solutions, LLC is a privately held software and solutions company based in the Sacramento region. We bring an unparalleled level of experience designing, developing, implementing, and supporting complex government IT solutions. Our team has an average of 16+ years of public sector IT experience, with the minimum level of experience being over 10 years. TruePoint Solutions was established in 2004 and became an Accela certified implementation partner in early 2005. A few Accela implementation projects which TruePoint is involved include the City of Sacramento, County of Sacramento, City of Alameda, City of Pleasanton, City of Fremont, City of Palo Alto, City of Martinez, City of Pleasant Hill, Napa County, Tahoe Regional Planning Agency, Santa Clara County, City of Santa Clara, City of Paso Robles and Monterey County. Project Understanding TruePoint Solutions appreciates the opportunity to work with the Town of Los Gatos enhancing the utilization of your Accela products and supporting the day to day needs of your end users. We are confident that we can make a positive impact on the Town's current Accela Automation installation. We believe we can introduce new features and functionality which is currently available using the Accela 9.0UI and provide expert support to the operational needs of the Town's end users. We can also help with you On-line permitting using Accela Citizen Access or and new modules/processes. TruePoint Staff will assist the Town as requested for: - Day to Day on -call support - Accela Automation Configuration - Accela Automation Training - Accela Citizen Access Configuration - Upgrade to Civic Platform 9.x - Report Creation TruePoint Solutions (916) 577-1470 2 WWW.TruePointSolutions. Com Trueint Solutions II. TruePoint Staff TruePoint has 20 professionals that are dedicated to the Accela Automation product line and work all over the US on various aspects of Accela Automation implementations. Keith Hobday will be the main point of contact for any of your consulting needs and either perform any requested wok himself or assign the correct resource. As Needed Expert Support and General Maintenance TruePoint has in depth knowledge of the Town's current Accela Automation configuration. This service will provide day-to-day as needed on call support above and beyond what is provided by Accela CRC. It will also provide a budget to continually enhance and expand the County Accela configuration. • Day-to-day phone support and issue resolution • Report Development, Training and Support • ACA support and enhancements • New fees and fee schedule changes • AA v9.x enhancement setup • Training as needed • Misc configuration changes as requested III. Cost Proposal Our standard consulting rates are $150 per hour plus expenses. We are only a few hours away so expenses would be minimal if any and not include any airfare. CMAS Contract No.: 3-16-70-3278A Task Hours Rate Total Comment Project Manager 80 157.93 $12,634.40 Business Analyst 520 143.58 $74,661.60 Trainer 80 157.93 $12,634.40 Total $99,930.40 TruePoint Solutions (916) 577-1470 3 WWW.TruePointSolutions.Com Trueint Solutions IV. Billing Policies and Procedures Services will be billed monthly as work is requested by the Town. The Town may terminate the services agreement at any time in writing. The City shall be responsible for payment for any effort expended prior to notification of termination. Any activities based on this statement of work will be approved by the Town of Los Gatos prior to any action being taken. V. Signatures and Approvals Both parties acknowledge that it has read this SOW, understands it and agrees to be bound by its terms and conditions. The parties agree that this Agreement cannot be altered, amended or modified, except in writing that is signed by an authorized representative of both parties. Accepted By: Town of Los Gatos Accepted By: TruePoint Solutions, LLC. By: By: Print Name: Print Name: Title: Title: Date: Date: TruePoint Solutions (916) 577-1470 4 WWW.TruePointSolutions.Com