EBIX Insurance No. S200003778
AGREEMENT FOR SERVICES
BETWEEN THE
CITY OF SANT A CLARA, CALIFORNIA,
AND
T RUEPOINT SOLUTIONS, LLC
PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and TruePointSolutions, LLC, a California limited liability company (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to th is Agreement."
RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exh ibitA, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions underwhich such services will be provided and paid for.
The Parties agree as follows:
AGREEMENT TERMS AND CONDITIONS
1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:
Exhibit A - Scope of Services
ExhibitB-Schedule of Fees
ExhibitC - Insurance Requirements
Exhibit D - Sample Task Order Form
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with TruePoint Solutions
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whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.
2. TERM OF AGREEMENT
Un less otherwise set forth in th is Agreement or unless th is paragraph is subsequently modified by a written amendmentto th is Agreement, the term of this Agreement shall begin on July 1, 2022 and terminate on June 30, 2024.
3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in ExhibitAwithin the time stated in Exhibit A. Time is of the essence.
4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions u pan which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Con tractor for the cost incurred by City.
5. QUALIFICATIONS OF CONTRACTOR-STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistentwith the professional standards of a specialist in the same discipline in the State of California.
6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with ExhibitB, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is set forth in Section 1 of Exhibit B, subject to budget appropriations, which in eludes all payments th at may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense. Contractor shall not Agreement with TruePoint Solutions
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be entitled to any payment above the maximum compensation under any circumstance.
7. TERMINATION
A. Termination for Convenience. City shall have the rightto terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.
B. Termination for Default. If Contractor fails to perform any of its material obligations underthis Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.
C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.
8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred withoutthe prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.
Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.
9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action underthis Agreement for any cause whatsoever.
10. · INDEPENDENT CONTRACTOR
Contractor and all person (s) employed by or contracted with Contractor to furnish labor and/or materials u nderth is Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services underthis Agreement.
11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed Agreement with TruePoint Solutions
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or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.
12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under th is Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in anyway or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.
13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right du ring the term of th is Agreement and for four (4) years from the date of final payment for goods or services provided underthis Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation underthis Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.
Contractor shall submit to City any and all reports concerning its performance underthisAgreementthat may be requested by City in writing. Contractor agrees . to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.
14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whethersounding in law, contract, tort, or equity, in any manner Agreement with TruePoint Solutions
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arising from, or alleged to arise in whole or in part from, or in anyway connected with the Services performed by Contractor pursuantto this Agreement- including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen th rough the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.
B. Contractor's obligation to protect, defend, indemnify, and hold harmless in fu II City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, con tractors, subcontractors or other agents of Con tractor, again st City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the mannerof relief sought.
C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations underthe Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities u nderthe Act.
15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurancepoliciesassetforth in ExhibitC.
16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance underthis Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required underthis Agreement shall be constructed to operate as a waiver of any rights underthisAgreement or of any cause of action arising out of the performance of this Agreement.
Agreement with TruePoint Solutions
Rev. 07-01-18
17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:
City of Santa Clara
Attention: Community Development Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected]
And to Contractor addressed as follows:
TruePointSolutions LLC
3262 Penryn Road, Suite 100-B
Loomis, CA 95650
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.
An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.
18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter2.130), Lobbying (SCCC Chapter2.155), Minimum Wage (SCCC Chapter3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/h ome/sh owdocu men t?id=58299).
19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which cou Id conflict with the faithful performance of th is Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with TruePoint Solutions
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following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.
20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, nation al origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.
21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services underthis Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.
22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.
23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.
24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.
Agreement with TruePoint Solutions
Rev. 07-01-18
25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument. .
The Parties acknowledge and accept the terms and conditions of this Agreement as · evidenced by the following signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Office f the City Attorney
City of Santa Clara Rajeev Batra, · Man ger
City of Santa Clara
1500 Warburton Avenue Santa
Clara, CA 95050 Telephone: (408)
615-2210 Fax: (408) 241-6771
"Cl1Y"
TRUEPOINT SOLUTIONS LLC
a California limited liability company
Dated: April 26, 2022 -~--=--------------
By (Signature) : ..... &_..... .... H-,C:..........,~-~ .... /4 ..... ~ .... '4 ........ A-..._.n ..... ✓ ________ _ Name: KentJoh on -----h'------------~-
T it I e: Chief Executive Officer ------------------Pr inc i pa I Place of 3262 Penryn Road, Suite 100-B Business Address: Loomis, CA 95650 ------------------
Em a i I Address: _k~jo_h_n_s_o_n~@_tr_u e~p~o_i_nt_s_o_lu_ti_o_ns_._co_m _____ _ Telephone: (916) 259-1293 ext 202 ~-~---------------
Fax: (916) 256-1975
"CONTRACTOR"
Agreement with TruePoint Solutions
Rev. 07-01-18
1. INTRODUCTION
EXHIBIT A
SCOPE OF SERVICES
Under th is agreement, Contractor shall provide professional services as required by the City to support the Accela Permitting System.
2. CONTRACT ADMINISTRATOR
Contractor will be managed by a member of the Community Development Department staff, serving in the capacity of a Contract Administrator. The ContractAdministratorwill be the primary point of contact for communication between the City and Contractor.
3. AD-HOC SERVICES
3.1. Contractor shall respond to request from City staff for certain ad hoc services.
Ad hoc services are services for gen era I tasks which th ere are not any specifications or deliverables specified for such services. Ad hoc services are minorfixes or updates to the System to resolve system/business process issues.
3.2. Ad hoc services shall be considered accepted as they are performed.
3.3. Contractor is authorized to provide upto ten (10) hours of ad hoc services per week without prior approval. Contractor shall immediately notify the Contract Administrator and obtain written approval if the hours will be exceeded.
4. TASK ORDERS
4.1. For services where there are specifications or deliverables, Contractor shall provide such services pursuantto individual task orders ("Task Orders"). Each Task Order shall be substantially in the form specified in Exhibit D. Subject to the terms and conditions of th is Agreement, the parties will negotiate the specific requirements of each Task Order.
4.2. The City will not compensate Contractor for any work until the City has executed the Task Order for such work ("Approved Task Order'').
4.3. The Task Order must be approved by Contractor, the Contract Administrator, the City's Project Manager, and the Department Director.
Agreement with TruePoint Solutions
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EXHIBIT B
SCHEDULE OF FEES
1. MAXIMUM COMPENSATION
The maximum compensation the City will pay Contractor for all professional fees, costs and expenses provided under th is Agreement shall not exceed the amounts set forth in the table below for each City Department. Any additional professional fees, costs and expenses requested by the City that would exceed the amounts below will require an Amendmentto this Agreement.
City Department Note Maximum Compensation
Community Development See notes 1 and 2 $330,000
Fire Department See note 2 $156,000
Police Department See note 2 $100,000
Finance See note 2 $100,000
Water & Sewer Utilities See note 2 $100,000
Public Works See note 2 $100,000
Parks and Recreation See note 2 $100,000
Silicon Vallev Power See note 2 $100,000
Notes:
1. Ad-hoc services (as described in Section 3 of Exhibit A) will be funded by the Community Development Department.
2. Task orders (as described in Section 4 of Exhibit A) will be issued for projects as they are identified, scoped, and funded by each department.
2. PROFESSIONAL SERVICES FEES
2.1. Contractor shall provide the services as described in ExhibitA on a time and material basis at the following rates:
Staff
Project Manager
Trainer
Web Consultant
Business Analyst
Technical Consultant
Report Development Consultant
Hourly Rate
$157.93
$157.93
$157.93
$143.58
$134.01
$134.01
2.2. Contractor shall work the hours required and authorized by the City.
Contractor will not be entitled to receive any compensation for work not authorized by the City.
2.3. Contractor shall not be reimbursed by City for expenses and shall not be paid for travel time.
Agreement with TruePoint Solutions
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3. INVOICING
3.1. For task orders, Contractor will base its invoice on the payment schedule set forth in the Approved Task Order.
3.2. For ad-hoc services, Contractor will base its invoice on the hours and professional fees associated with the services completed during the invoice period.
3.3. City will pay Contractor with in thirty (30) days of City's receipt of an approved invoice.
Agreement with TruePoint Solutions
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Page11of17
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury
2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.
3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf" basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and
c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.
Agreement with TruePoint Solutions
Rev. 07-01-18
C. WORKERS' COMPENSATION
1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.
2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).
3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.
D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney's Office.
E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.
1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.
2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor's insurance.
3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such Agreement with TruePoint Solutions
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modification or cancellation. In the event of non-renewal, written notice shall be given at least ten ( 10) days prior to the effective date of non renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non renewal, written notice shall be given at least thirty (30) days prior to the effective date of non-renewal.
4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.
F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:
1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement.
Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.
2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.
3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.
G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the Agreement with TruePoint Solutions
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required insurance policies for City's approval as to adequacy of the insurance protection.
H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement. Upon City's request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements.
Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to [email protected].
Or by mail to:
EBIX Inc.
City of Santa Clara- Community Development Department
P.O. Box 100085 -S2
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.
Agreement with TruePoint Solutions
Rev. 07-01-18
EXHIBIT D
SAMPLE TASK ORDER FORM
This Task Order is issued by the City of Santa Clara to the contractor listed below. This Task Order shall constitute a binding legal contract between the City and Contractor pursuant to the terms of the Agreement referenced below. In the event of any inconsistency between this Task Order and the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement shall govern and control.
PART A: GENERAL INFORMATION
Task Order No.:
Contract No.
Contractor Name/Address:
Master Agreement Name:
Expiration Date of Agreement:
Contractor's Project Manager:
City's Project Manager
Period of Performance for this
Task Order:
Maximum Task Order Compensation:
Sufficient funds are available in Fund #:
(to be completed by City)
Contractor Name [Print]:
Signature:
City's Project Manager Name [Print]:
Signature:
City's Department Director Name [Print]:
Signature:
City's Contract Administrator Name [Print]:
Signature:
Agreement with TruePoint Solutions
Rev. 07-01-18
D Original
D First Revised
D Second Revised
D Other
Name: Email:
Name: Email:
Start Date: Expected Completion Date:
Date:
Date:
Date:
Date:
PART B: SERVICES TO BE PERFORMED FOR TASK ORDER
1. REVISED TASK ORDER
□ No
D If yes, provide a brief description of the change(s).
2. SCOPE OF WORK TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the Terms and Conditions of the Agreement. (Insert a detailed scope of work below or attach as a separate file.)
3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:
D No expenses are reimbursable.
D Expenses are separately reimbursable in the maximum amount of: ----------- c. Payment Schedule: D Monthly D Completion of Deliverable/Milestone □ Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file.
Agreement with TruePoint Solutions
Rev. 07-01-18
ACORD" CERTIFICATE OF LIABILITY INSURANCE I
DATE (MM/DDNYYY)
~ 212/2022
_______, TRUEPOl-01 LSTEVENS
THIS CERTIFICATE JS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING JNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER License# 0603247 ~2ijl~CT
George Petersen Insurance Agency, Inc. Ext): (530) 823-3733 I rt~. No):(530) 823-3640 PO Box 6675 Auburn, CA 95604 , [email protected]
INSURER(S\ AFFORDING COVERAGE NAIC#
INsURER A: Sentinel Insurance Comoanv Ltd 11000
INSURED INsURER s: Houston Casualtv Comoanv 42374
TruePoint Solutions LLC INSURERC:
3262 Penryn Rd, Ste. 100-B INSURER D:
Loomis, CA 95650 INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 1
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. lfSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER ,l:~M%t~. ,I:ghl'fi~, LIMITS TR INSD wvo A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 f--
~ CLAIMS-MADE [!] OCCUR X X 57-SBA-AX4262 2/1/2022 2/1/2023 ~~r~friH9E~~~6ir?.ncel $ 1,000,000 f--
MED EXP {Anv one oersonl $ 10,000
~
PERSONAL & ADV INJURY - $ 1,000,000
2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ POLICY[!] ~m □ LOC PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $
A ~OMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 fEa acf"ident\ $ -- ANY AUTO - X 57-SBA-AX4262 2/1/2022 2/1/2023 BODILY INJURY <Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY f Per accident\ $ - -
X HIRED X
f-- AUTOS ONLY NON-OWNED AUTOS DNLY ~ROPERTY DAMAGE Per accident\ $ $
A X UMBRELLA LIAB MOCCUR EACH OCCURRENCE $ 2,000,000 -
57-SBA-AX4262 2/1/2022 2/1/2023 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I X I RETENTION s 10,000 $
WORKERS COMPENSATION I ~~fTUTE I I OTH-
AND EMPLOYERS' LIABILITY ER
Y/N
ANY PROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ ~FFICER/MEMBER EXCLUDED? Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes. describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Cyber Liability H21NGP207164-00 4/4/2021 4/4/2022 Claims Made 3,000,000 A Errors & Omissions 57-SBA-AX4262 2/1/2022 2/1/2023 1M Each Glitch/AGG 2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES tCORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Work performed by the Named Insured on ehalf of the Certificate Holder The City of Santa Clara, It's City Council, commissions, officers, employees, agents and volunteers are hereby included as Additional Insured in respect to General Liability arising out of consultants work for the City per SS 41 70 06.11 & IH 12 00 11 85 T 012. Completed Operations applies per SS 41 7112 19 & IH 12 00 11 85 T 012. Coverage is Primary and Noncontributory per SS 00 08 04 05. Waiver of Subrogation applies per SS 1215 03 00. Auto Additional Insured applies per SS 04 38 09 09. Cancellation Provisions apply per SS 12 23 0611. Umbrella lo follow form. All forms and/or endorsements are attached,
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Clara THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
c/o Insurance Data Services - Insurance Compliance
P.O. Box 100085 • S2
Duluth, GA 30096 AUTHORIZED REPRESENTATIVE
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