HomeMy Public PortalAboutIT Assessment RFP 2017
REQUEST FOR PROPOSALS
CONSULTANT SERVICES
for
Town of Truckee Information Technology Audit, Assessments,
Recommendations, and Strategic Plan
Proposals will be accepted at the following address:
Town of Truckee
Attn: Chris Ring
Information Technology Supervisor
10183 Truckee Airport Road
Truckee, California 96161
Phone: 530-582-7700
The Town of Truckee is hereby requesting proposals for consultant services to perform the
Information Technology Audit, Assessments, Recommendations, and Strategic Plan development.
The scope of work can be found in the Statement of Work (SOW) attached as Exhibit “A”. The
required insurance provisions are contained in the attached sample professional services agreement,
attached as Exhibit “B”. Interested consultants are requested to include the following information
in their proposals:
1. The names and resumes of firm staff to work on this project.
2. Reference related work that best illustrates your qualifications for this project.
3.Provide a written description of the methods you will utilize to successfully execute this
project and to maintain a firm cost control of the project.
4.Provide a firm fixed price cost proposal including a copy of your firm’s fee schedule.
5.Contact names and phone numbers for at least 3 reference local government agencies.
6.Exceptions, changes, revisions, or comments to any element of the standard agreement or
insurance requirements.
7.Proposed project schedule indicating dates for deliverables, critical meetings, and the
completion of each task.
8.Verification of firm’s ability to act in a vendor-neutral capacity. This may be provided in the
form of standard sales literature, mission statement, or industry alliances.
AWARD OF CONTRACT
Issuance of this RFP and receipt of proposals does not commit the Town to award a contract. The
Town reserves the right to reject any or all proposals, to accept any proposal or portion thereof, to
waive any irregularity, or to make multiple awards. In no event will an award be made until all
necessary investigations are made as to the responsibility and qualifications of the bidder to whom
the award is contemplated.
Proposals will not be opened publicly. The lowest bid shall not solely determine the awarded
contract. No person may withdraw his/her proposal for a period of ninety (90) days after the time
set for opening thereof.
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CRITICAL PROJECT DATES
Date and Time Event
September 8 th, 2017 RFP issued
October 13 th, 2017 Proposals due
October 31 st , 2017 Finalist interviews (if required)
November 7 th, 2017 Council approval (if required)/Contract award
January 1 st, 2018 First day to start project
March 31 st, 2018 Completion date
If you would like to be considered for the project, please submit your proposal electronically to the
Town of Truckee Information Technology Department, at 10183 Truckee Airport Road, Truckee,
October 13, 2017, prior to 4:00 PM.
CA 96161 by emailing truckee@townoftruckee.com by
Pacific Standard Time
The Information Technology Supervisor will review all proposals. The most qualified firms may be
invited to an oral interview. Should you have any questions regarding this project please do not
hesitate to call this office at (530) 582-2490 (Chris Ring, Information Technology Supervisor).
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EXHIBIT “A”
STATEMENT OF WORK
BACKGROUND
The Town of Truckee is seeking a qualified information technology professional to perform an
Information Technology Audit, Assessment, Recommendation, and Strategic Plan development
covering all areas of information and communication technology that have any effect on the
operations of the Town of Truckee. This statement of work (SOW) describes the essential tasks for
this project.
The Information Technology Supervisor will serve as the selected consultant’s point of contact
during the course of the engagement. The Administrative Services Director and the Town’s
executive team will be resources available for interviews. The IT Supervisor and executive team
members will also review the preliminary findings and recommendations prior to development of
the final draft report.
The Town has two primary physical locations, Town Hall and the Corporation Yard (3 miles apart)
and a Disaster Recover Site (in the Nevada County datacenter, 55 miles away). There are currently
32 servers (primarily Windows) and 153 Workstations (all Windows 7 or Windows 10) in two
Active Directory Domains (Town and Police Department) in a Trusted Forest. A VMware virtual
server environment accounts for 2/3rds of the servers. Nearly all network devices are Cisco and
under SmartNET warranty. A Mobile Data Management system manages 100 Apple iPhones and
iPads. Police vehicles connect to the network through NetMotion Mobility services VPN.
Additional information will be provided, as required, at the start of the engagement.
TASK 1. TECHNOLOGY AUDIT AND ASSESSMENTS
A complete and thorough review and identification of all technologies, framework, base systems,
network, and technology practices in use at the Town are required. The following questions
represent some of the areas that should be included in the fact finding:
1.Does the current technology in use address the Town’s needs now and in the future?
2.Is technology integrated and utilized effectively? If not what are the obstacles?
3.Are we utilizing current industry standards or best practices, and if not what are the trade-
offs?
4.Do we have adequate documentation, back-up, security, and disaster recovery measures and
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mechanisms in place?
5.How are decisions regarding system and technology development made and is this decision
making responsive to both external and internal customer needs?
6.Are procedures and management systems in place to facilitate a focus on the IT goals set
forth in the master plan and are controls in place to maintain the Town standards and
technology goals?
7.Is the line between centralized and decentralized decision-making regarding technology
issues clear and appropriate?
8.Are the users satisfied? What is the user satisfaction level?
9.Is the Town’s operating budget and allocation of resources and staffing adequate to meet
current and future needs?
10.Is the current funding methodology appropriate; if not, what options exist?
11.What are the opportunities and cost implications of e-Commerce and technologies such as
Geographic Information Systems? The Town has an existing GIS Steering Committee and a
new 3 server GIS infrastructure. The work of this group should be reviewed and GIS
considered in the overall analysis of current and future IT processing and staffing.
Review, Recommendations and Reporting Requirements
The Strategic Plan at a minimum will supply and consider the following:
1.Conduct systems evaluation and inventory including major hardware, software, network and
organizational structures.
2.Comparison of Town IT expenditures and trends with other California cities of similar size
in rural areas.
3.Coordination with other Town plans and programs such as GIS, Police Department
upgrades, and General Plan.
4.Management of information flow throughout the organization to minimize labor, data
redundancy, and inconsistency, in addition to increasing the quality, accuracy and
accessibility of the information.
5.A review of staffing and roles, responsibilities and skills and the use of consultants.
6.User training needs.
7.Interview department heads and pertinent staff to recommend how technology can meet
departments’needs, solve problems and increase service levels.
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8.Determine the feasibility of any recommendations based on the current and future resources,
growth rate, and expansion plans of the Town.
9.Global solutions that unite and benefit the whole Town enterprise and all sites.
10.Explore technology trends and consider and comment on how these trends will affect the
Town environment now and in the future.
Currently the Town utilizes outside consultants and vendor representatives in implementing and
maintaining systems.
Deliverable
The audit and assessment should be comprehensive and detailed. At a minimum it should include
listings of all hardware, software including version levels, network equipment, and servers. The
delivered electronic version should have the ability to sort on any field and by the user/business
unit. Documentation of the results should be provided in electronic format only using a Microsoft
Office format.
TASK 2. RECOMMENDATIONS
With the information obtained in task 1 of this SOW the Consultant will have an opportunity to
review, analyze, and process the findings. The Town then expects the Consultant to formulate these
findings and offer recommendations to the Information Technology Supervisor in an initial review
process. The review process will take place in one or more meetings with handouts as appropriate to
facilitate a working discussion and exchange of ideas.
The objective in Task 2 is for the Consultant to offer his/her recommendations and to determine the
best systems, technologies, and processes, in an effort to eliminate or minimize the potential for
technological obsolescence, identify lower cost strategies, eliminate unnecessary redundancies and
inefficiencies, and develop a strategy that is consistent with the Town's needs and best practices
from both the public and private sectors. Benchmarks should include other agencies of similar size
and complexity and should also provide budget comparisons.
The recommendations should be based on a comprehensive consideration of the technology,
business processes, and practical implementation including costs. It should not be focused solely on
technology for “technology’s sake”.
Deliverable
The Consultant should deliver the working materials in paper form and in electronic format in MS
Word, PowerPoint, Project, and/or Excel formats.
TASK 3. STRATEGIC PLAN DEVELOPMENT
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Upon completion of tasks 1 and 2 the Consultant is required to prepare an Information Technology
Strategic Plan. This plan should, at a minimum, provide direction for the Town’s IT program for the
next six years. It should provide an in depth discussion covering the following topics:
1.Systems, networks, and applications.
2.Training, staffing, and support requirements. This should consider the needs of both the IT
staff and the entire user community.
3.Budget and schedule requirements with realistic implementation schedules for any major
projects that are proposed. Recommendations for funding sources should also be provided if
applicable.
4.Establishment or revision to existing standards for software, hardware, and training.
5.Security and continuity services and requirements.
The strategic plan will be approved and adopted at all levels up to and including the Town Council.
The plan should be consistent and in alignment with the Town’s adopted mission, vision, and
values.
Deliverable
A draft version of the strategic plan shall be delivered to the Town in Microsoft Word format.
Copies of the draft plan will be distributed to appropriate Town staff as required. Suggested changes
to the plan, if any, will be provided after a review period of two weeks. The Consultant will
consider changes to the strategic plan and submit the final release version also in Microsoft Word
format. The Consultant will also prepare and present the strategic plan in meetings to the staff and
the possibly the Town Council.
SCHEDULED COMPLETION DATE
To meet the Town’s strategic plan goals the finalized IT Strategic Plan must be completed no later
st
than June 1, 2018. The Consultant should prepare a schedule at the commencement of the
engagement to show all tasks, deliverables, and milestones such that it meets this completion date.
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EXHIBIT “B”
PROFESSIONAL SERVICES CONTRACT
1. PD.
ARTIES AND ATE
This Agreement is made and entered into this _____ day of ________, 20___, by and
between the Town of Truckee, a municipal corporation, organized under the laws of the State of
California, with its principal place of business at 10183 Truckee Airport Rd., Truckee, California,
96161 (“Town”) and __________________ with its principal place of business at
____________________ (“Consultant”). Town and Consultant are sometimes individually referred
to herein as “Party” and collectively as “Parties.”
2. R.
ECITALS
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
information technology consulting services required by the Town on the terms and conditions set
forth in this Agreement. Consultant represents that it is experienced in providing professional
information technology consulting services to public clients, is licensed in the State of California,
and is familiar with the plans of Town.
2.2 Project.
Town desires to engage Consultant to render such consulting services for Town’s
Information Technology Audit, Assessments, Recommendations and Strategic Plan project
(“Project”) as set forth in this Agreement.
3. T.
ERMS
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the Town all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional 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
3.1.2 Term. The term of this Agreement shall be from ____________ to
_____________, 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 Independent Contractor; Control and Payment of Subordinates. The
Services shall be performed by Consultant or under its supervision. Consultant will determine the
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means, methods and details of performing the Services subject to the requirements of this
Agreement. Town 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 Town and shall at all times be under Consultant's
exclusive direction and control. Neither Town, nor any of its officials, officers, directors, employees
or agents shall have control over the conduct of Consultant or any of Consultant's officers,
employees, or agents, except as set forth in this Agreement. 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, Town shall
respond to Consultant's submittals in a timely manner. Upon request of Town, 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 approval of Town.
3.2.4 Substitution of Key Personnel. Consultant has represented to Town 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 written approval of Town. In the event that Town and Consultant
cannot agree as to the substitution of key personnel, Town 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 Town, or who are determined by the Town 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 Town. The key personnel for performance of this Agreement are as follows:
_________________________.
3.2.5 Town's Representative. The Town hereby designates Chris Ring,
Information Technology Supervisor, or his/her designee, to act as its representative in all matters
pertaining to the administration and performance of this Agreement (“Town's Representative”).
Town's Representative shall have the power to act on behalf of the Town for review and approval
of all products submitted by Consultant but not the authority to enlarge the Scope of Work or
change the total compensation due to Consultant under this Agreement. The Town Manager shall
be authorized to act on Town's behalf and to execute all necessary documents which enlarge the
Scope of Work or change the Consultant's total compensation subject to the provisions contained
in Section 3.3 of this Agreement. Consultant shall not accept direction or orders from any person
other than the Town Manager, Town's Representative or his/her designee.
3.2.6 Consultant's Representative. Consultant hereby designates
__________________________, or his/her designee, to act as its representative for the
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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/her
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 Town staff
in the performance of Services and shall be available to Town'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. Consultant warrants that all employees and subconsultants
shall have sufficient skill and experience to perform the Services assigned to them. Finally,
Consultant represents that it, its employees and subconsultants have all licenses, permits,
qualifications and approvals of whatever nature that are legally required to perform the Services,
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 Town, 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 Town 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 Town, 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 Consultant performs any work knowing it to be contrary to such laws,
rules and regulations, Consultant shall be solely responsible for all costs arising therefrom.
Consultant shall defend, indemnify and hold Town, its officials, directors, officers, employees,
agents, and volunteers 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.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence work
under this Agreement until it has provided evidence satisfactory to the Town that it has secured all
insurance required under this section. In addition, Consultant shall not allow any subconsultant to
commence work on any subcontract until it has either: (i) provided evidence satisfactory to the
Town that the subconsultant has secured all insurance required under this section; or (ii) procured
insurance covering each subconsultant to the same extent as Consultant.
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3.2.10.2 Types of Insurance Required. As a condition precedent to the
effectiveness of this Agreement for work to be performed hereunder, and without limiting the
indemnity provisions of the Agreement, the Consultant, in partial performance of its obligations
under such Agreement, shall procure and maintain in full force and effect during the term of the
Agreement the following policies of insurance. If the existing policies do not meet the insurance
requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to
do so. If Consultant maintains higher limits than the specified minimum limits, Town requires and
shall be entitled to coverage for the higher limits maintained by Consultant.
(A) Commercial General Liability: Commercial General Liability
Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form
CG 0001, or the exact equivalent, and shall be no less than $1,000,000 per occurrence and no
less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the
limits. The policy shall contain no endorsements or provisions limiting coverage for (1) contractual
liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain
any other exclusion contrary to the Agreement.
(B) Automobile Liability Insurance: Automobile Liability Insurance with
coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto”
(Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities
shall be in an amount of not less than $1,000,000 combined limit for each occurrence
(C) Workers’ Compensation: Workers' Compensation Insurance, as
required by the State of California and Employer's Liability Insurance with a limit of not less than
$1,000,000 per accident for bodily injury and disease.
3.2.10.3 Endorsements. Required insurance policies shall not be in
compliance if they include any limiting provision or endorsement that has not been submitted to the
Town for approval.
(A) The policy or policies of insurance required by Section 3.2.10.2(A),
Commercial General Liability and 3.2.10.2(B), Automobile Liability Insurance shall be endorsed to
provide the following:
(1) Additional Insured: Consultant agrees to endorse the third party
general liability coverage required herein to include as additional
insureds Town, its officials, officers, employees and agents, using
standard ISO endorsement No. CG 2010 with an edition date of
2010, or such other edition date as may be acceptable to Town.
Consultant also agrees to require all contractors, subcontractors, and
anyone else involved in any way with the Project contemplated by
this Agreement to do likewise.
(2) Consultant shall provide immediate written notice if (1) any of the
required insurance policies is terminated; (2) the limits of any of the
required policies are reduced; (3) or the deductible or self insured
retention is increased.
(B) The policy or policies of insurance required by Section 3.2.10.2(C),
Workers' Compensation, shall be endorsed to provide the following:
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(1) Waiver of Subrogation: A waiver of subrogation stating that the
insurer waives all rights of subrogation against the indemnified
parties.
(2) Consultant shall provide immediate written notice if (1) any of the
required insurance policies is terminated; (2) the limits of any of the
required policies are reduced; (3) or the deductible or self insured
retention is increased.
3.2.10.4 Primary and Non-Contributing Insurance. All insurance
coverages shall be primary and any other insurance, deductible, or self-insurance maintained by
the indemnified parties shall not contribute with this primary insurance. Policies shall contain or be
endorsed to contain such provisions.
3.2.10.5 Waiver of Subrogation. Required insurance coverages shall
not prohibit Consultant from waiving the right of subrogation prior to a loss. Consultant shall waive
all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to
contain such provisions.
3.2.10.6 Deductible. Any deductible or self-insured retention must be
approved in writing by the Town and shall protect the indemnified parties in the same manner and
to the same extent as they would have been protected had the policy or policies not contained a
deductible or self-insured retention.
3.2.10.7 Evidence of Insurance. The Consultant, concurrently with the
execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver
either certified copies of the required policies, or original certificates and endorsements on forms
approved by the Town. The certificates and endorsements for each insurance policy shall be
signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15)
days prior to the expiration of any such policy, evidence of insurance showing that such insurance
coverage has been renewed or extended shall be filed with the Town. If such coverage is
cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the Town evidence of insurance showing that the
required insurance has been reinstated or has been provided through another insurance company
or companies.
3.2.10.8 Failure to Maintain Coverage. Consultant agrees to suspend
and cease all operations hereunder during such period of time as the required insurance coverage
is not in effect and evidence of insurance has not been furnished to the Town. The Town shall
have the right to withhold any payment due Consultant until Consultant has fully complied with the
insurance provisions of this Agreement. In the event that the Consultant's operations are
suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled
to an extension of time for completion of the Services because of production lost during
suspension.
3.2.10.9 Acceptability of Insurers. Each such policy shall be from a
company or companies with a current A.M. Best's rating of no less than A:VII and authorized to do
business in the State of California, or otherwise allowed to place insurance through surplus line
brokers under applicable provisions of the California Insurance Code or any federal law.
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3.2.10.10 Insurance for Subconsultants. All subconsultants shall be
included as additional insureds under the Consultant's policies, or the Consultant shall be
responsible for causing subconsultants to purchase the appropriate insurance in compliance with
the terms of these Insurance Requirements, including adding the Town as an Additional Insured to
the subconsultant's policies. Consultant shall provide to Town satisfactory evidence as required
under Section 3.2.10.1 of this Agreement.
3.2.11 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, where
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
subconsultants, 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.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized
reimbursements, 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
___________________________ without written approval of the Town Council or Town Manager
as applicable. 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 Town a monthly
invoice which indicates work completed and hours of Services rendered by Consultant. The
invoice shall describe the amount of Services provided since the initial commencement date, or
since the start of the subsequent billing periods, as appropriate, through the date of the invoice.
Town shall, within 30 days of receiving such invoice, review the invoice and pay all non-disputed
and approved charges thereon. If the Town disputes any of Consultant's fees, the Town shall give
written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set
forth therein.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless authorized in writing by Town, or included in Exhibit "C" of this Agreement.
3.3.4 Extra Work. At any time during the term of this Agreement, Town may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which
is determined by Town 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 written authorization
from the Town.
3.4 Accounting Records.
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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 Town 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. Town 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 Town, and
Consultant shall be entitled to no further compensation. Consultant may not terminate this
Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, Town 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, Town may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
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: \[INSERT BUSINESS NAME\]
\[INSERT STREET ADDRESS\]
\[INSERT TOWN STATE ZIP\]
ATTN: \[INSERT NAME AND TITLE\]
Town: Town of Truckee
10183 Truckee Airport Road
Truckee, CA 96161
ATTN: Town Manager
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.
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3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non-exclusive and perpetual license for Town 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
subconsultants to agree in writing that Town is granted a non-exclusive and perpetual license for
any Documents & Data the subconsultant 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 Town.
Town shall not be limited in any way in its use of the Documents & Data at any time, provided that
any such use not within the purposes intended by this Agreement shall be at Town's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written information,
and other Documents & Data either created by or provided to Consultant in connection with the
performance of this Agreement shall be held confidential by Consultant. Such materials shall not,
without the prior written consent of Town, 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 Town'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 Town.
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 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 attorney's fees and all other costs of such action.
3.5.6 Indemnification.
3.5.6.1 Scope of Indemnity. To the fullest extent permitted by law, Consultant
shall defend, indemnify and hold the Town, its directors, officials, officers, employees, volunteers
and agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons,
including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts,
errors or omissions, or willful misconduct of Consultant, its officials, officers, employees,
subcontractors, consultants or agents in connection with the performance of the Consultant's
Services, the Project or this Agreement, including without limitation the payment of all
consequential damages, expert witness fees and attorneys fees and other related costs and
expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil
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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.
3.5.6.2 Additional Indemnity Obligations.Consultant shall defend, with
counsel of Town’s choosing and at Consultant's own cost, expense and risk, any and all claims,
suits, actions or other proceedings of every kind covered by Section 3.5.6.1 that may be brought or
instituted against Town or its directors, officials, officers, employees, volunteers and
agents. Consultant shall pay and satisfy any judgment, award or decree that may be rendered
against Town or its directors, officials, officers, employees, volunteers and agents as part of any
such claim, suit, action or other proceeding. Consultant shall also reimburse Town for the cost of
any settlement paid by Town or its directors, officials, officers, employees, agents or volunteers as
part of any such claim, suit, action or other proceeding. Such reimbursement shall include
payment for Town's attorney's fees and costs, including expert witness fees. Consultant shall
reimburse Town and its directors, officials, officers, employees, agents, and/or volunteers, 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 Town, its directors, officials officers, employees,
agents, or volunteers.
3.5.7 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.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State
of California. Any action to interpret or enforce this Agreement shall be brought in the Truckee
branch of the Nevada County Superior Court.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.10 Town's Right to Employ Other Consultants. Town reserves the 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 Town. 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 subconsultants
of Consultant, except as otherwise specified in this Agreement. All references to Town include its
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elected officials, officers, employees, agents, and volunteers 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.
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, Town shall have the right to rescind this Agreement without liability. For the term
of this Agreement, no member, officer or employee of Town, during the term of his or her service
with Town, 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 subconsultant, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex
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 Town'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 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.
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3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which
shall constitute an original.
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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 Town. Subcontracts, if any, shall contain a provision making them subject to all provisions
stipulated in this Agreement.
TOWN OF TRUCKEE
Approved by: Approved as to Form:
________________________________ ________________________________
Jeff Loux Andrew Morris
Town Manager Town Attorney
CONSULTANT
Reviewed and Accepted by Consultant
________________________________ ________________________________
Signature Signature
________________________________ ________________________________
Name Name
________________________________ ________________________________
Title: \[Must be: Chairperson of the Board, Title: \[Must be Secretary, Assistant Secretary,
President, or Vice President\] Chief Financial Officer, or Treasurer\]
________________________________ ________________________________
Date Date
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