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HomeMy WebLinkAboutC-4375 C- 75 (>0-1Z CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING IMPLEMENTATION OF A NEW UTILITY BILLING SOFTWARE PACKAGE 1. PARTIES AND DATE. This Agreement is made and entered into this -7-1(^ day of -3.“K.Lo , 202:1 by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-6021 ("City") and TruePoint Solutions, LLC, a Limited Liability Company with its principal place of business at 3262 Penryn Road, 100-B Loomis, CA 95650 ("Consultant"). City and Consultant are sometimes individually referred to as "Party"and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing implementation services for deployment of a new utility billing software package to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the implementation of a new utility billing software package ("Project") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional software implementation consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Revised 64,13 1 3.1.2 Term. The term of this Agreement shall be from January 1, 2021 to December 31, 2021, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Kent Johnson, Chief Executive Officer. Revised 04 13 2 3.2.5 City's Representative. The City hereby designates Hue C. Quach, Administrative Services Director, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Kent Johnson, Chief Executive Officer, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and Revised 04:13 without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, and employees free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.9.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its directors, officials, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and/or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant's policies of insurance. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors, officials, officers, and employees as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability. Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Revised 04'13 4 Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. The City, its directors, officials, officers, and employees shall be listed as additional insured. Any deductibles or self-insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of$2,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of three (3) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and Revised 04 13 5 employees shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, and employees shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, and employees for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non-renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non-payment of premium, ten (10) days notice of cancellation for non-payment of premium may instead be given to the City.; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, and employees. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, and employees. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, and employees; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on Revised 04!13 6 forms provided by the City if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.10.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City's prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed $144,950 without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. Revised 04%13 7 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. A termination without cause by City shall not act as or be deemed a waiver of any potential known or unknown City claims associated with Consultant's performance prior to the date of termination. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Rei ised 04 13 8 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: TruePoint Solutions, LLC 774 Mays Blvd, 10-377 Incline Village, NV 89451 Attn: Kent Johnson, Chief Executive Officer City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91007 Attn: Hue C. Quach, Administrative Services Director Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. Except as otherwise required by California law, all ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials Revised 04,13 9 shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, and employees free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney's fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City's choosing, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, and employees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, and employees, in any such suit, action or other legal proceeding arising from Consultant's performance of the Services, the Project or this Agreement; except to the extent that liability is caused by the active negligence or willful misconduct by the City or its directors, officials, officers, and employees. Consultant shall reimburse City and its directors, officials, officers, and employees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, and employees, and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Revised 04 13 10 Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Consultant has been named in the claim or lawsuit. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Attorney's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and all other costs of such action. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 Citv's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, and employees except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. Revised 0413 11 3.5.14 Amendment: Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity: Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Revised 04+13 12 Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are hereby incorporated into this Agreement by this reference. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. In witness whereof the Parties have executed this Professional Services Agreement on the date set forth below. CITY OF ARCADIA TruePoint Solutions, LLC By - By e4. Dominic Lazzare . ' Si.nature City Manager Date: �p, \3)202 k'E 1 ��U4�r�S0r� CE - Date: Name and Title ATTEST: Date: I ' - By r City Clerk Signature APPROVED AS TO FORM: Vol,-; /IC41 1 CIa- ,, Print Name arid Title n Date: 1-7— 20 _1 Stephen P. Deitsch City Attorney CONCUR: Hue C. Quac Revised 04,13 13 EXHIBIT "A" SCOPE OF SERVICES The implementation of TruePoint's CIS/Utility Billing application (TrueBill), the customer query and payment portal (TrueCIP) and cash management and point-of-sale application (TrueCashiering) to replace the City's existing utility billing and customer information system. I. Kickoff & Business Analysis Definition: This is the first meeting to be held between TruePoint and the City. Key project staff will be introduced in the Kickoff Meeting and project goals will be outlined, along with an initial Project Plan. Communication Plan & Status Meeting schedules will also be discussed. Business Analysis sessions will be held following the Kickoff so that TruePoint will get a better understanding of the City's current processes. Separate sessions will be held to discuss the following topics: account management, meter inventory management, meter reading & review, billing, delinquency, accounts receivable, and interfaces (initial review). TruePoint Responsibilities • Provide timely and appropriate responses to the City's request for information. • Present the TruePoint Implementation Methodology to the City that will be used by TruePoint to deliver Services. • Lead a discussion of estimated timeline for the Services. • Begin engaging in Business Analysis work sessions (including Interfaces) City Responsibilities • Provide timely and appropriate responses to TruePoint's request to schedule kickoff and business analysis meetings. • Make available the appropriate City key personnel to participate. • Subject Matter Experts will be expected to provide report samples and details of day-to- day, weekly, monthly, annual and other business processes. • Provide adequate meeting facilities. II. Initial TrueBill Configuration & Data Conversion Definition: This deliverable includes analysis, requirements documentation and conversion of the Legacy systems data into the TruePoint data format. TruePoint will work directly with the City to determine a final list of what data will be converted in the analysis phase. TruePoint and the City will work together to perform all the data mapping requirements for the conversion. This task will include building the scripts to execute the data conversion as defined by the agreed upon data conversion document. As part of this task, TruePoint will perform the initial TrueBill configuration. This includes: charge configurations, pick lists, delinquency, service orders, G/L codes, meter reading import and export, and ad-hoc queries. The data provided to TruePoint must be clean and accurate. Any data scrubbing, or data cleanup, will need to be performed by the City, or additional funding may be required to accomplish this effort. A-1 Key Items to be converted from the Legacy system: • All Active customer accounts (Customers, Accounts & Service Locations) and associated services or closed customer accounts with positive or credit balances will be converted. • Customer Account Balances — The data conversion will include positive or negative balance forward information for those accounts with a balance at the time of the conversion. Positive balances will be represented with balance forward bill(s) containing specific line items to represent the charges generated in the legacy system. Credit balances will be represented with Credit memo(s). • Meters and their associated account will be converted from the legacy system. • Consumption History — up to 4 years of consumption history will be converted for each actively installed meter in the legacy system. • Customer Account Logs—All customer account log (note) information will be converted to either a single log item or broken into multiple logs by log date. The City's data conversion team will determine whether or not the logs can be broken out by date or remain single log items. • Error Codes on Meters — Error codes on active meters will be converted as log items on the meter record in TrueBill. TruePoint Responsibilities • Provide timely and appropriate responses to the City's request for information. • Assign and schedule appropriate TruePoint resources. • Lead the development of the data conversion mapping document, which includes scheduling appropriate meetings to define and document conversion requirements. • Develop scripts to migrate data from legacy application to TrueBill. • Lead the development of the conversions. • Assist the City with troubleshooting any issues with the conversion. City Responsibilities • Provide timely and appropriate responses to TruePoint's request for Legacy data and other information. • Provide clean Legacy data to TruePoint. • Provide knowledge of data to TruePoint when questions arise. • Multiple data conversions will be run throughout this project for testing purposes, so City will need to periodically provide newer source data. • Provide read-only access to the current Legacy system to TruePoint if possible. III. TrueBill Software Installation Definition: TruePoint will install the TrueBill software in a hosted/cloud-based environment using Amazon Web Services (AWS) and configure initial TrueBill Production & Test databases. TruePoint Responsibilities • Software Installation (Production & Test environments). • SQL Server database setup (Production & Test environments). • IIS setup and configuration (Production & Test environments). City Responsibilities • Make City IT staff available to work with TruePoint to configure TrueBill access for City use. A-2 IV. Core Team Training Definition: This deliverable focuses on training the Core Team in the functions and processes of the TrueBill system. The purpose is to educate the Core Team to enable them to make sound setup and configuration decisions. TruePoint Responsibilities • Develop Core Team Training Curriculum. • Schedule Core Team Training. • Provide Training to the Core Team. City Responsibilities • Identify Core Team participants. • Attend Core Team training sessions. • Provide training environment (computers, projector, white board). V. Final TrueBill Configuration & Testing Definition: This deliverable includes final configuration of the TrueBill system to meet the proposed business processes and business requirements of the implementation. Bill comparison testing will also be performed, to ensure that the TrueBill billing calculations matches the City's Legacy system. TruePoint Responsibilities • Develop system configurations. • Develop and implement possible software enhancements. • Test system configurations. • Develop scripts to compare billing results between TrueBill and Legacy system. City Responsibilities • Provide answers to TruePoint questions about specific business processes. • Provide variety of accounts for testing (i.e. single family, multi-family, commercial, etc.) • Assist with testing configurations. VI. Interfaces Definition: This deliverable includes the analysis, requirements documentation and development of the interfaces to/from TrueBill. TruePoint will work directly with the City in defining the specifications and requirements for these interfaces as well as designing and troubleshooting the interfaces. TruePoint will create export files for those interfaces that are from TrueBill to another system, since we will not write directly into a 3rd party database. TruePoint Responsibilities • Provide timely and appropriate responses to the City's request for information. • Assign and schedule appropriate TruePoint resources. • Lead the development of the interfaces. • Develop interface specifications documents. • Assist the City in troubleshooting any issues found in the functional testing of the interfaces. A-3 City Responsibilities • Provide timely and appropriate responses to TruePoint's request for information. • Oversee the functional testing of the interfaces. • Allocate the time for qualified personnel to test and verify the interfaces. • Allocate the time for qualified business and technical experts for the interface requirements sessions that are critical to the project success. VII. Report Development Definition: This service consists of TruePoint consultation for Report Development. Reports are an integral part of the TruePoint solution. There are limited hours for Report Development (includes requirements, design, development, testing). For standard accounting and usage tracking, TruePoint will provide ample standard "off the shelf' reports. However, as part of this Scope of Services, TruePoint will plan to develop agency specific reports that will be determined in conjunction with City staff. If the City needs additional reports developed, above and beyond the available hours within this Scope of Services, a change order may be required for additional project funds or the City may elect to develop additional reports using City staff resources. Together, the City and TruePoint Project Management will determine the best approach for the purpose of report development. TruePoint Responsibilities • Provide timely and appropriate responses to the City's request for information. • Creation of report documentation which includes identification and analysis of City specific reports. • Report development. • Assign and schedule appropriate TruePoint resources. City Responsibilities • Allocate the time for qualified business experts for the report specifications. • Test TruePoint-created reports. • Allocate report development time for qualified City personnel that are proficient in writing reports. • Ensure that city-created reports are developed accurately and to specification. VIII. User Acceptance Testing (UAT) Definition: This Deliverable is defined as the consultation and support provided by TruePoint during the User Acceptance Testing (UAT) Period. User Acceptance Testing will be conducted throughout the project lifecycle as configuration, conversion and interfaces are developed and implemented. Testing will be a shared role between TruePoint and the City, where City staff will be expected to complete testing throughout the project. TruePoint Responsibilities • Provide timely and appropriate responses to the City's request for information. • Assign and schedule appropriate TruePoint resources. • Provide UAT support and oversight. • Facilitate UAT completion. A-4 City Responsibilities • Make available the appropriate City resources to participate in system testing throughout the project. • Communicate any issues found in the acceptance testing to City management and TruePoint. • Make sure that TruePoint has remote network access for reviewing and troubleshooting any issues found by the City. IX. End User Training Definition: This deliverable focuses on preparing TrueBill users to use the software for daily operations. This course will cover the TrueBill basics and key components of the software, focusing on tasks that the end users need to perform. TruePoint best practices have proven that class sizes no larger than 12 participants are more successful with students who meet the pre-requisites of the course. TruePoint Responsibilities • Provide timely and appropriate responses to the City's request for information. • Assign and schedule appropriate TruePoint resources. • Deliver current training documentation in a format that can be used to customize the documentation. City Responsibilities • Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable City facilities to accommodate various training classes (remote training only). • Users must be proficient in using PCs in a Windows environment. • Users must be familiar with use of standard Internet browsers. X: Go Live Definition: This Deliverable is defined as the official date in which TruePoint's products Go Live for daily City usage. This date will be agreed to by both TruePoint and the City and will be included in the Project Plan. TruePoint Responsibilities • Assign and schedule appropriate TruePoint resources. • Run final data conversion scripts • Provide support to end user functional questions. • Assist with issues that may arise during the Go-Live. • Performance monitoring of the system. City Responsibilities • Provide source legacy data for final data conversion • Make available the appropriate City key users and content experts to participate in Go- Live acceptance testing as defined and managed by the City. • Provide TruePoint onsite staff with reasonable access to its equipment, systems, personnel, and facilities to complete Go-Live. • Make sure that TruePoint offsite staff have remote network access for reviewing and troubleshooting any issues that may arise during Go-Live. A-5 XI. Post-Implementation Support Definition: This is defined as the TruePoint support immediately following Go-Live. This remote support will be for TruePoint to work with the City to identify and address issues during the one-week period following Go Live. All issues identified that are within scope of this Scope of Services will be added to the list of issues. TruePoint Responsibilities • Provide timely and appropriate responses to City's request for information. • Assign and schedule appropriate TruePoint resources. • Provide support to End Users functional questions. • Assist with issues that may arise during the specified period agreed upon by the City and TruePoint following Go-Live. • Continue performance monitoring of the system. City Responsibilities • Make available the appropriate City key users and content experts to participate in Post Deployment support. • Make sure that TruePoint staff has remote network access for reviewing and troubleshooting any issues that may arise following Go Live. A-6 Exhibit "B" SCHEDULE OF SERVICES A draft project schedule is provided below. The final project schedule will be developed during the project kick-off, in conjunction with both the City's Project Manager TruePoint's Project Manager. Month Work Plan Task 1 2 3 4 5 6 7 8 9 PROJECT KICK OFF 111111111111111111111111111111111111 BUSINESS ANALYSIS ■-1111111111111111111111111111 DATA CONVERSION 11 11111111® PROJECT PLANNING 111111111111111111111111111111111111 SOFTWARE INSTALLATION 111111111111111111111111111111111111 CORE TEAM TRAINING 111111 1111111111111111111111111111 SYSTEM CONFIGURATION 111111 1111111111111111111111 INTERFACES 11111111111111 1111■■■ REPORT DEVELOPMENT 111111111111 11 .11 IEEE SYSTEM ACCEPTANCE TESTING 11111111.111111111111111.= 1111 END USER TRAINING 111111111111111111111111••• I GO-LIVE 111111111111111111111111111111111111 Exhibit "C" COMPENSATION Implementation Services Hours Rate Cost Project Management 80 - $175.00 - $14,000.00 Software Installation (Production &Training) 20 $165.00 $3,300.00 Business Analysis/Configuration 160 $165.00 $26,400.00 Data Conversion - Harris Datallow (since 1994) 210 $165.00 $34,650.00 Interfaces- Meter Reading, General Ledger and 80 $165.00 $13,200.00 XC2 Testing 80 $165.00 $13,200.00 Report Development 40 $165.00 $6,600.00 Documentation 60 $165.00 $9,900.00 Training 60 $175.00 $10,500.00 Go-Live 80 $165.00 $13,200.00 Total - Implementation Costs $144,950.00 All services will be provided remotely. Onsite assistance is available at the request of the City. Expenses would be billed as incurred at actual cost and additional travel time rates would apply. OF ARc ; `IecorMreai {uiui S.Ifo) NattnIty o{� STAFF REPORT Administrative Services Department DATE: December 1, 2020 TO: Honorable Mayor and City Council FROM: Hue C. Quach, Administrative Services Director By: Henry Chen, Financial Services Manager/Treasurer SUBJECT: SOFTWARE SERVICE AGREEMENT WITH TRUEPOINT SOLUTIONS FOR IMPLEMENTATION OF THE TRUEBILL UTILITY BILLING SOFTWARE IN THE AMOUNT OF $144,950 Recommendation: Approve SUMMARY The Administrative Services and Public Works Services Departments currently utilize a utility billing software system that was implemented in 1994 and does not have advanced billing or customer service functionality that most current utility billing software programs are able to offer. The City's current utility billing software is hosted on the City's internal server network infrastructure, with the current software company providing minimal support and configuration as needed. To ensure the City is receiving the highest quality of service and most competitive pricing for this type of software, the Administrative Services Department solicited a formal Request for Proposals ("RFP"). TruePoint Solutions has proposed a cloud-based system with the best combination of features and usability, without the worry of aging technology, security, infrastructure maintenance, and additional hardware costs. Based on the evaluated proposals, it is recommended that the City Council approve, authorize, and direct the City Manager to execute a Software Service Agreement with TruePoint Solutions for implementation of the TrueBill utility billing software system in the amount of$144,950. BACKGROUND The City's public water and sewer utility serves approximately 15,000 connections, a majority of which are based on a tiered rate structure, billed on a bi-monthly basis, generating approximately $15.5 million in revenue per year. The current utility billing and customer information system, Datallow, was implemented in 1994 and provides billing services for water, sewer, backflow devices, paramedic ambulance insurance, and a host Utility Billing Software Service Agreement December 1, 2020 Page 2 of 5 of other miscellaneous charges. Due to the aging technology of the City's current software system, customers have repeatedly requested updated functionality, such as a customer-billing portal with real time account information, which the City's current software cannot provide. The Datallow software is hosted internally on an antiquated Microsoft SQL Windows Server 2008. There are inherent issues with running this type of software on an older operating platform. When the program experiences technical issues, the City must solely rely on Datallow to troubleshoot and resolve the issue. Currently, there is only one database administrator who handles the Datallow system and this is the only individual who has full knowledge of the inner workings of the system and the database. It is risky for the City to rely on such a system without adequate backup maintenance and support. DISCUSSION The RFP requested a modern cloud solution for the new system so that there would be adequate redundancies with state-of-the-art security and support. Having the software on the cloud would allow regular updates to the software as well as robust technical support. The City would not be relying on a single individual for support. The RFP also called for a robust customer self-service portal so that customers would have a convenient way of viewing their bills, processing payment, and opening tickets for service. A Notice Inviting Proposals was published in the City's adjudicated newspaper and proposal packages were distributed to vendors that provide utility billing software programs. Eleven proposals were received and evaluated based on their experience and qualifications, understanding of the utility billing software needs of the City, proposed implementation process, and cost. The Administrative Services ("ASD") and Public Works Services ("PWSD") Departments established an interdepartmental committee to review and rank all received proposals. Most of the proposals were informative and gave a good overview of their product. The exceptions were two of the lowest cost proposals. DataGain did not appear to have a product but offered instead to custom write a new program for the City. SEW did not propose a utility billing software package but instead was offering only a customer portal. The results of the evaluation with each company's ranking and associated cost are listed below: Rank Company Implementation Subsequent Annual Cost Fees 1 Tyler Technologies $129,450 $53,447 2 TruePoint Solutions $144,950 $50,000 3 Harris City Suite $115,940 $16,000 4 Harris InHANCE $166,020 $16,000 5 Central Square $92,519 $7,921 Utility Billing Software Service Agreement December 1, 2020 Page 3 of 5 6 Harris North Star $499,500 $109,875 7 Daffron $143,500 $20,600 8 DataGain $95,950 $11,400 9 Cogsdale $721,650 $84,433 10 Vertex One $254,048 $357,372 11 SEW $47,000 $59,000 Based on the ranking, the City invited the top five firms to present a demonstration of their software and to answer questions from Staff. After reviewing the five demonstrations, the top two firms were determined to be Tyler Technologies and TruePoint Solutions ("TruePoint"). Site visits were arranged to local customers of each vendor, which were provided as references. For the firms ranked from three to five, their products were lacking in certain features that Staff felt were important to have in the new system. Harris City Suite did not have a backflow program and their customer portal was not available for review. Harris InHANCE did not have a customer portal and would need a 3rd party provider to integrate into their software. Central Square's product was limited in its ability to be customized to meet City requirements along with also not having a backflow program. The PWSD visited the City of Chino Hills Utility Services Department to view Tyler Technologies' Munis Utility Billing Software. The functionality of the software was elaborately involved and not user friendly for resolving billing issues or addressing credits. Reporting functions were minimal, and customization or reporting would cost extra. Feedback on the implementation process was that the City of Chino Hills had to additionally hire an outside consultant to complete the initial implementation on the City's behalf due to the complexity during the configuration and data migration process. The feedback on the software maintenance was that technological issues were slow to be addressed and software support was lacking. Both the ASD and PWSD visited Palmdale Water District to view TruePoint's TrueBill utility billing system. The functionality of the system was optimal, with centrally connected billing and reporting processes, streamlined workflow, and communication with other third-party software systems seamlessly. Feedback on the implementation process was positive and TruePoint came highly recommended. After an extensive evaluation period, it was determined that TruePoint had the best combination of features and functionality for what the City requires in a new utility billing program. TruePoint's TrueBill utility billing software will replace the City's current Datallow software, and will provide the following features: • Utility billing solution with efficient access to account information, service orders, and service-based assets • Customer Payment/Inquiry Portal Utility Billing Software Service Agreement December 1, 2020 Page 4 of 5 • Central Cash Management and Accounts Receivable • Full Meter Management • Conservation Management • Backflow Prevention with Field Inspection Portal • Financials Integration The new software system will provide a more streamlined process with the City's workflow configured into the software for consistent management of all applications. Financial controls, bill processing, customer account administration, and water meter and backflow management, take place within the system, so all users can coordinate their responsibilities with each other. The cost for TruePoint's TrueBill software system was originally $212,000, which was higher than what was budgeted. Having determined TruePoint as the best software program, the City negotiated with the firm to reduce the cost while ensuring that the software program will still meet the City's utility billing software needs. TruePoint understood the City's financial constraints and was able to provide a revised proposal for $144,950 that met the City's budget for implementing the recommended TrueBill utility billing program. TruePoint Solutions is a proven software and technology services company based in Loomis, California. In business since 2004, they specialize in providing technical solutions to government agencies, water companies, and special districts. With offices in three states, they have done over 200 municipal implementations in the United States and Canada with annual revenues in excess of$7 million. TruePoint Solution's background and competency were researched, and it was concluded that they could satisfactorily provide the services that were specified in the RFP. Some local California public sector entities currently utilizing TruePoint Solutions' TrueBill utility billing system include Palmdale Water District, Sacramento Suburban Water District, and City of Redwood City. A copy of the License and Services Agreement with TruePoint Solutions is attached. ENVIRONMENTAL ANALYSIS The proposed action does not constitute a project under the California Environmental Quality Act ("CEQA"), under Section 15061(b)(3) of the CEQA Guidelines, as it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA. FISCAL IMPACT The Capital Improvement Program provides for $156,840 for the purchase and implementation of a utility billing software system. The total cost for the implementation Utility Billing Software Service Agreement December 1, 2020 Page 5 of 5 of TruePoint Solutions' TrueBill utility billing software is $144,950. Successive year's subscription and hosting fees will be $50,000 annually, which will be included in the City's Water and Sewer Enterprise Funds' Annual Operating Budget. RECOMMENDATION It is recommended that the City Council determine that this action does not constitute a project and is therefore, exempt under, the California Environmental Quality Act ("CEQA"); and authorize and direct the City Manager to execute a Software Service Agreement with TruePoint Solutions for implementation of the TrueBill utility billing software system in the amount of$144,950. Approved: Dominic Lazza City Manager Attachment: TruePoint Solutions License and Services Agreement Rachelle Arellano From: Stephen Deitsch <Stephen.Deitsch@bbklaw.com> Sent: Wednesday, January 13, 2021 1:49 PM To: Rachelle Arellano Subject: RE: City Attorney Review Folder 1-12-2021 CAUTION: This email originated from outside your organization. Exercise caution when opening attachments or clicking links, especially from unknown senders. Rachelle, I have reviewed and approve as to form the PSA with TruePoint Solutions, LLC regarding the utility billing software package project. You may use my stamped signature for this purpose. Thanks. Steve Stephen Deitsch Partner stephen.deitsch@bbklaw.com T:(909)483-6642 C:(951)662-9343 www.BBKlaw.com EJ--CJ- Stay at home and public health orders issued in multiple counties across the U.S. require our offices to be physically closed. Because all staff are working remotely, all documents (including correspondence, pleadings, and discovery) will be sed rad via e-mail until further notice. Because we may not receive regular mail or other deliveries during this period of time, please e-mail copies of anything you send by regular mail or delivery. Send all e-served documents in your case to the e-mail addresses for any Best Best& Krieger i.LP attorney who has appeared in your case, or who has communicated with you by e-mail on your matter. From: Rachelle Arellano<rarellano@arcadiaca.gov> Sent:Tuesday,January 12, 2021 10:09 AM To: Stephen Deitsch <Stephen.Deitsch@bbklaw.com> Cc: City Attorney<CityAttorney@arcadiaca.gov> Subject: City Attorney Review Folder 1-12-2021 CAUTION - EXTERNAL SENDER. Hi Steve, Attached for your review is a zip folder containing the following items: 1. Amendment No. 2 — HVAC Preventative Maintenance Service 2. Covenant — 2301 Sewanee Lane 3. Covenant— 1538 Rodeo Road