HomeMy WebLinkAboutStaff Report 2607-6591CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, September 28, 2026
Council Chambers & Hybrid
5:30 PM
Agenda Item
8.Approval of a Professional Services and SaaS Agreement C27195677 with TruePoint
Solutions, LLC DBA GovPath for an Amount Not-to-Exceed $3,486,301 for the Licensing,
Maintenance, and Support of the City’s Building Permitting System on the Accela
Platform for a Period of Five Years; CEQA Status - Not a Project.
CITY COUNCIL
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: September 28, 2026
Report #: 2607-6591
TITLE
Approval of a Professional Services and SaaS Agreement C27195677 with TruePoint Solutions,
LLC DBA GovPath for an Amount Not-to-Exceed $3,486,301 for the Licensing, Maintenance, and
Support of the City’s Building Permitting System on the Accela Platform for a Period of Five
Years; CEQA Status - Not a Project.
RECOMMENDATION
Staff recommend that the City Council approve and authorize the City Manager or designee to
execute the attached professional services contract with GovPath, Contract No. C27195677, in
the amount not to exceed $3,486,301 for the Licensing, Maintenance, and Support of the City’s
permitting system on the Accela platform for a term of five years. This amount includes a
contract contingency of $250,000 for unforeseen licensing or additional services that might
develop during the contract period.
EXECUTIVE SUMMARY
The City's permitting system supports building, planning, and development activities used by
residents, contractors, and staff. Staff recommends approval of a five-year contract with
GovPath, not to exceed $3,486,301, for licensing, maintenance, and support of the City’s Accela
permitting system, which includes a contingency of up to $250,000 for unforeseen needs. This
recommendation follows a competitive Request for Proposal issued in October 2025, which
resulted in 19 submissions and a multiphase evaluation. GovPath, proposing the Accela
platform, received the highest overall score and offered the most cost effective and functionally
comprehensive solution. Consolidating services for Accela and the City’s electronic plan review
system under one competitively selected vendor will improve system integration, support, and
continuity.
GovPath’s proposal maintains competitive licensing rates, includes support for up to 200 users,
and aligns with comparable regional contracts. The contract provides 1,000 annual support
hours and key technical services needed to maintain and enhance the permitting ecosystem.
Funding for Year 1 has been appropriated through the Technology Fund and Development
Center technology fees, with future years subject to annual budget approval.
BACKGROUND
Table 1: Summary of Request for Proposal
Proposal Description Permitting and Land Management Software
Proposed Length of Project 5 Years
Number of Vendors Notified 3,720
Number of Proposal Packages Downloaded 92
Total Days to Respond to Proposal 50 Days
Pre-Proposal Meeting NA
Pre-Proposal Meeting Date NA
Number of Proposals Received 25 (Qualified submissions: 19)
Public Link to Solicitation https://procurement.opengov.com/governments/650/pr
ojects/199820/manage
-term maintenance services. The evaluation included a review of a written
proposal packet, cost comparison, demonstrations of the proposed permitting software, and a
questions and answers session at the end of the demonstration. In April 2026, the City issued a
Notice of Intent to Award to the highest scoring proposer, GovPath, who proposed the Accela
permitting system along with GovPath serving as ongoing maintenance and support.
-year contract
from October 1, 2018, to September 30, 2023, and was amended in March 2022 to add the
Accela Mobile Office and Accela Electronic Reporting Database modules.1 Another three-year
1 Contract C19173550: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-
extension was approved for October 1, 2023 to September 30, 2026, with competitive
solicitation planned for 2025.3 These extensions were granted under exemptions from
competitive solicitation due to the City’s substantial investment in the system, making a
transition to new technology impractical at the time.
4 followed by multiple
amendments and a new 2017 contract that was extended through 2020.5,6 Subsequent
amendments included a January 1, 2021, to December 31, 2024, agreement for $901,683,7 and
the most recent amendment (C21179976), approved December 9, 2024, extending through
December 31, 2026, with a total authority of $1,263,995.8
9
3 City Council, October 2, 2023; Agenda Item #7; SR# 2307-1759,
https://cityofpaloalto.primegov.com/viewer/preview?id=2714&type=0
4 City Council, June 3, 2013; Agenda Item #9; SR #3775,
5 City Council, June 19, 2017, Agenda Item#4, SR# 7888,
6 City Council, December 14, 2020; Agenda Item #10; SR #11792,
7 City Council, October 2, 2023; Agenda Item #7; SR #2307-1759,
https://cityofpaloalto.primegov.com/portal/viewer?id=2714&type=0
8 City Council, December 9, 2024; Agenda Item #9; SR #2410-3552,
https://cityofpaloalto.primegov.com/viewer/preview?id=14085&type=3
9 City Council, December 4, 2023; Agenda Item #5; SR # 2310-2111,
https://cityofpaloalto.primegov.com/viewer/preview?id=3291&type=0
ANALYSIS
In the second and final phase of vendor evaluation, GovPath received the highest overall score.
The evaluation also highlighted the significant costs associated with implementing a new
permitting system. The implementation cost is the cost to migrate from the City’s current
system to a new permitting software; Accela’s implementation cost is $0 because it is the
current permitting software of Palo Alto. The financial costs also do not account for the change
management of staff and City staff implementation resources needed to support such a
transition.
Compared to the recommended contract, the next top three proposals had higher costs.
Implementation costs ranged from nearly $600,000 to nearly $2 million. Annual licensing costs
were mostly higher, with one proposal coming in at $400,000 and the others between
$500,000-$800,000 per year. Annual licensing costs from alternative vendors for 200 users
were comparable to or higher than GovPath’s Accela proposal which is recommended to start
at $437,000 in year one.
Cost was not the only variable evaluated. Other proposals lacked critical reporting capabilities
for dashboard tracking and necessary integration with the City’s existing electronic plan review
software, DigEplan. Alternative vendors had limited experience with U.S. jurisdictions or had
only recently entered the land-use permitting market. One vendor worked with only one public
agency since 2019, another has only worked with foreign jurisdictions, while the next highest-
scoring vendor is gaining traction with local jurisdictions but has only recently been
implemented in the past two years.
Recommended Contract with GovPath
GovPath’s proposed Accela licensing cost aligns with previous contract rates for 2026 and 2027,
with a 4% annual increase thereafter. The average cost per user over the five-year term is
approximately $2,134 for up to 200 users, reflecting an increase from the previous 185-user
contracts. This contract keeps our annual licensing cost below the regional average.
Neighboring jurisdictions with recently renewed and active Accela contracts, average user cost
ranges from $2,190 to $3,089.17
The contract also includes the Enhanced Reporting Database used to support custom Power BI
dashboards. This feature will be billed at 10 percent of licensing costs; lower than the 13
percent and 14 percent rates paid by comparable jurisdictions that use this feature.
The following services will be provided, and modules supported through this contract:
Modules: Building, Planning, Code Enforcement, Fire, Public Works, Utilities, Inspections
Features: Accela Citizen Access (Public-Facing), GovXML, Hosting, Accela Mobile, Accela
GIS, Enhanced Reporting Database
Services: Support and maintenance
17 Comparable agencies included: City of Walnut Creek, Santa Clara, Cupertino, Menlo Park.
The Department continues to monitor the changes in artificial intelligence technology for the
permitting sector. Before the end of the five-year term, the City will reassess options based on
the available technology and proceed with a contract amendment or commence a new request
for proposals. Contract support hours and contingency for optional enhancements may be used
to adapt to opportunities in this ecosystem during the term.
-hour plus project-
based contract. The reduction aligns with actual usage and preserves a buffer for staffing
changes; no reduction in services is expected. This contract structure shifts from project-based
support to a fully flexible support-hours model, allowing the City to adapt to evolving priorities.
-approved budget; the City is not
obligated to utilize all contracted services. For licensing needs beyond 200 users, the City will
pay a per-license fee as outlined in the attached contract.
FISCAL/RESOURCE IMPACT
Table 2: Annual Costs
Term Subscription Fees19 Support Services Total
Year 1: 10/1/2026 – 9/30/2027 $436,980 $170,000 $606,980
Year 2: 10/1/2027 – 9/30/2028 $459,187 $170,000 $629,187
Year 3: 10/1/2028 – 9/30/2029 $477,459 $170,000 $647,459
Year 4: 10/1/2029 – 9/30/2030 $496,459 $170,000 $666,459
Year 5: 10/1/2030 – 9/30/2031 $516,216 $170,000 $686,216
Total $2,386,301 $850,000 $3,236,301
19 Annual subscription fees include Accela licenses, Accela Enhanced Reporting Database, and GovPath Payment
Processor Integration/Adapter
Funding for subsequent years of the contract will be subject to approval through the annual
budget development process.
Contingency for Additional Services
This contract sets aside the not-to-exceed compensation amount of $250,000 for additional
licenses or the performance of additional services. Additional services may include add-ons to
the Accela software to improve user experience. Options may include, but are not limited to
the following upgrades:
Electronic signature integration
Permitting decision tree tools
Inspection management tools
Document management integration
STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.
ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA pursuant to CEQA Guidelines
Section 15378(b)(2) because the purchase of software licenses is a continuing administrative or
maintenance activity.
ATTACHMENTS
Attachment A: Contract with GovPath; C27195677
APPROVED BY:
Jonathan Lait, Planning and Development Services Director
Professional Services
Rev. Oct 16,2024 Page 1 of 36
CITY OF PALO ALTO CONTRACT NO. C27195677
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND TRUEPOINT SOLUTIONS, LLC, dba
GOVPATH
This Agreement for Professional Services (this “Agreement”) is entered into as of the 28th day of
September, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and TRUEPOINT SOLUTIONS, LLC. dba
GOVPATH located at 950 East State Highway 114, Suite 105, Southlake TX, 76092
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A.CITY intends to provide the City, its contractors, and its citizens with the ability to apply
for and check the status of permits. (the “Project”) and desires to engage a consultant to provide
the CITY with access to and use of the online-hosted Accela software-as-a-service platform, as well
as GovPath Support Services. in connection with the Project (the “Services”, as detailed more fully
in Exhibit A).
B.CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C.CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to
on-call agreements.)
CITY may elect to, but is not required to, authorize on-call Services up to the maximum
compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on-call Services only by advanced, written authorization
from CITY as detailed in this Section. On-call Services, if any, shall be authorized by
CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager,
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 2 of 36
as identified in Section 13 (Project Management). Each Task Order shall be in substantially
the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of services, schedule of performance and
maximum compensation amount, in accordance with the provisions of this Agreement.
Compensation for on-call Services shall be specified by CITY in the Task Order, based on
whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set
forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation due
to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the
amount of compensation set forth in Section 4. CONSULTANT shall only be compensated
for on-call Services performed under an authorized Task Order and only up to the
maximum compensation amount set forth in Section 4. Performance of and payment for
any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from the effective date of this agreement through September
30, 2031 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Three Million, Two
Hundred Thirty Six Thousand, Three Hundred and One Dollars, and Twelve Cents
($3,236,301.12). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled
“SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would
result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost
to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of Two Hundred Fifty Thousand Dollars ($250,000)
for the performance of Additional Services (as defined below). The total compensation for
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 3 of 36
performance of the Services, Additional Services and any reimbursable expenses specified
in Exhibit C, shall not exceed Three Million Four Hundred Eighty Six Thousand Three
Hundred One Dollars and Twelve Cents ($3,486,301.12), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the
proper completion of the Project, but which is not included within the Scope of Services
described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced,
written authorization from CITY as detailed in this Section. Additional Services, if any,
shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project
Manager, as identified in Section 13 (Project Management). Each Task Order shall be in
substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK
ORDER”. Each Task Order shall contain a specific scope of services, schedule of
performance and maximum compensation amount, in accordance with the provisions of
this Agreement. Compensation for Additional Services shall be specified by CITY in the
Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit
C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the
amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall only be compensated for Additional Services performed under an
authorized Task Order and only up to the maximum amount of compensation set forth for
Additional Services in this Section 4. Performance of and payment for any Additional
Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 4 of 36
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 5 of 36
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
SECTION 12. SUBCONTRACTING.
Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that
subcontractors may be used to complete the Services. The subcontractors authorized by CITY to
perform work on this Project are:
Accela, Inc.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts
and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Michele Niccore as
the CONSULTANT’s Project Manager to have supervisory responsibility for the performance,
progress, and execution of the Services and represent CONSULTANT during the day-to-day
performance of the Services. If circumstances cause the substitution of the CONSULTANT’s
Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment
of a substitute Project Manager and the assignment of any key new or replacement personnel will
be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at
CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not
perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate
or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Jessica Setiawan, Planning & Development Services Department, 250
Hamilton Ave. Palo Alto, CA, 94301, Telephone: (650) 329-2249. CITY’s Project Manager will
be CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights
which arise from creation of the work product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
make any of such work product available to any individual or organization without the prior written
approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the work product for use in or application to circumstances not contemplated by the
Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 6 of 36
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles
for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, each party (the “Indemnifying Party”) shall
indemnify, defend and hold harmless the other party, including its Council members, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands, claims,
or liability of any nature, including death or injury to any person, property damage or any other
loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees,
court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related
to performance or nonperformance by the Indemnifying Party, its officers, employees, agents or
contractors under this Agreement (each an “Indemnifying Party”), regardless of whether or not it
is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require the Indemnifying Party to indemnify an Indemnified Party from a Claim arising from the
active negligence or willful misconduct of an Indemnified Party that is not contributed to by any
act of, or by any omission to perform a duty imposed by law or agreement by, the Indemnifying
Party, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of each party’s Services and duties by the other party shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 7 of 36
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except
after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation
or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 8 of 36
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 9 of 36
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee
otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a
calendar week within the geographic boundaries of the City, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 10 of 36
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related
requirements. CONSULTANT is not required to pay prevailing wages and meet related
requirements under the California Labor Code and California Code of Regulations in the
performance and implementation of the Project if the contract:
(1)is not a public works contract;
(2)is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3)is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 11 of 36
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 12 of 36
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1: PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT G: INFORMATION PRIVACY POLICY
EXHIBIT H: CYBERSECURITY TERMS AND CONDITIONS
EXHIBIT I: TRUEPOINT SOLUTIONS LLC, DBA GOVPATH Hosted
Services Terms
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 13 of 36
CONTRACT No. C27195677
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
TRUEPOINT SOLUTIONS, LLC. dba
GOVPATH
Officer 1
By: ________________________________
Name: Bret Auburn
Title: CEO
Officer 2
By: ________________________________
Name: Brian Weber
Title: Chief Revenue Officer
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 14 of 36
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT (‘GovPath ’) will provide the CITY with access to and use of the online-hosted
Accela software-as-a-service platform, as well as Accela Support Services. GovPath will supply
the subscription service as a partner of Accela Inc. and implementation consultant. A dedicated
GovPath project manager is appointed by GovPath as the liaison to work with City staff to
further enhance their knowledge and utilization of the Accela product, provide training, develop
reports, and modify the Accela Platform to improve efficiency and operations.
Functional Specification & Deliverables
Accela Software
Accela Civic Platform (City side) and Accela Citizen Access (Public side) are web-based
applications that allow the City, its contractors, and its citizens to apply for and check the status
of permits.
Accela Civic Platform contains the following modules:
• Building Permitting and Inspection
• Planning Entitlements
• Code Enforcement
• Fire Permitting and Inspection
• Public Works Permitting and Inspection
• Business License
• Utilities Permitting
• Service Request Solutions
• Miscellaneous Services
• Pre-Applications
Services:
• Accela Citizen Access (Public side)
• Enhanced Reporting Database (ERDB)
Accela Support Services
The CONSULTANT shall appoint a dedicated project manager to work closely with designated
City staff to identify the best approach to maintaining and updating the Accela software. The
CONSULTANT will provide the following services:
• Day-to-day mentoring and guidance
• Configuration changes and enhancements
• Create and modify reports and queries
• Create and modify modules, workflows, and record types
• Introduce new features and functionality as it becomes available using the most up to date
software
• Provide expert support to the operational needs of the City’s end users with all of the
City’s Accela products
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 15 of 36
• Support implementation and provide training on all Accela modules, Accela Automation,
Apps, and Electronic Document Review software
• Establish a process for the testing and implementation of all changes and enhancements
prior to formal rollout
• Other services not listed above that support the City’s Accela products
CONSULTANT shall provide the following, but not limited to:
• Support via phone, MS Teams, other remote alternatives and onsite, if needed.
• A monthly progress report that addresses services provided and reports created in support of
the City’s effort to launch most current version of Accela and create management reports.
• An approximation of the number of hours it will take to create a report or other project-based
efforts and attempt to stay within that estimate prior to implementation.
• Response to inquiries within 24 hours.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 16 of 36
EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions
of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this
Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical
and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)
REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 17 of 36
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so
long as all work is completed within the term of the Agreement. CONSULTANT shall provide a
detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the
notice to proceed (“NTP”) from the CITY.
Deliverables Schedule
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.
(This provision only applies if checked and only applies to on-call agreements per Section 1 or
agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in
Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case
of Additional Services, provided in all cases that the schedule of performance shall fall within the
term as provided in Section 2 (Term) of this Agreement.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 18 of 36
EXHIBIT C
COMPENSATION
CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below.
CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees
to pay and CONSULTANT agrees to accept as total compensation the following:
CONSULTANT shall invoice the CITY for all fees covering the timeline and schedule below. CITY shall pay
the amounts due under each invoice without deducting any taxes that may be applicable to such
payments. CITY is responsible for paying any and all withholding, sales, valued added or other taxes, duties
or charges applicable, other than taxes based on CONSULTANT income and taxable property.
Accela Support Services
Accela Support Services shall be billed on an as needed and project basis depending on the needs of the
CITY. At the City’s discretion, the Project Manager may reallocate unused budget from support service
hours to GovPath subscription-based enhancements or features (e.g., electronic signatures, G‑wiz).
Term Rate Total
Year 1: 10/1/2026 – 9/30/2027 1,000 $170.00 $170,000
Year 2: 10/1/2027 – 9/30/2028 1,000 $170.00 $170,000
Year 3: 10/1/2028 – 9/30/2029 1,000 $170.00 $170,000
Year 4: 10/1/2029 – 9/30/2030 1,000 $170.00 $170,000
Year 5: 10/1/2030 – 9/30/2031 1,000 $170.00 $170,000
Annual Subscription Fees
Accela subscription fees are based on a 200 users price level. The fees below assume a 3 to 4%
uplift annually.
Term Accela Accela ERDB
GovPath
Payment Total
Year 1: 10/1/2026 – 9/30/2027 $393,041.31 $39,304.13 $4,635 $436,980.44
Total $2,128,838.27 $212,883.85 $44,579 $2,386,301.12
Additional Accela licenses above 200 users will be charged accordingly per license:
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 19 of 36
Term Cost Per Additional
Accela License
$1,965.21
Year 5: 10/1/2030 – 9/30/2031 $2,299.01
Total Fees
Below are the total fees combining the Accela Support Services fees and Annual Subscription Fees listed
above.
Term Subscription Fees Support Services Total
Year 1: 10/1/2026 – 9/30/2027 $436,980.44 $170,000 $606,980.44
Total $2,386,301.12 $850,000 $3,236,301.12
Additional Services
This contract shall also include $250,000 for additional licensing or services which may develop during the
contract term.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
photocopying, telecommunications (telephone, internet), in-house printing, insurance and
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
A. Travel outside the San Francisco Bay Area, including transportation and meals, if
specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s
policy for reimbursement of travel and meal expenses.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 20 of 36
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges, if specified as reimbursable, will be reimbursed at actual
cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this
section, shall be accompanied by appropriate backup documentation and information.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 21 of 36
EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
EXTRA WORK
Extra work as directed and approved in advance by the CITY will be billed at
CONSULTANT’s standard rate for service, which is listed as follows:
Description Hourly Rate
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 22 of 36
ATTACHMENT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE
OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
AGGREGATE
YES GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL,
PRODUCTS/COMPLETED OPERATIONS AND FIRE
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
$2,000,000
$2,000,000
$2,000,000
$2,000,000
LIABILITY COVERAGE. THE POLICY SHALL AT A
MINIMUM COVER PROFESSIONAL MISCONDUCT
OR LACK OF REQUISITE SKILL FOR THE
PERFORMANCE OF SERVICES DEFINED IN THE
CONTRACT AND SHALL ALSO PROVIDE
COVERAGE FOR THE FOLLOWING RISKS:
(i) NETWORK SECURITY LIABILITYARISING
FROM UNAUTHORIZED ACCESS TO, USE OF, OR
TAMPERING WITH COMPUTERS OR COMPUTER
SYSTEMS, INCLUDING HACKERS, EXTORTION,
AND
(ii) LIABILITY ARISING FROM
INTRODUCTION OF ANY FORM OF MALICIOUS
SOFTWARE INCLUDING COMPUTER VIRUSES
INTO, OR OTHERWISE CAUSING DAMAGE TO
THE CITY’S OR THIRD PERSON’S COMPUTER,
COMPUTER SYSTEM, NETWORK, OR SIMILAR
COMPUTER RELATED PROPERTY AND THE DATA,
SOFTWARE AND PROGRAMS THEREON.
CONTRACTOR SHALL MAINTAIN IN FORCE
DURING THE FULL LIFE OF THE CONTRACT.
THE POLICY SHALL PROVIDE COVERAGE FOR
BREACH RESPONSE COSTS AS WELL AS
REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE
OBLIGATIONS.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 23 of 36
YES CYBER AND PRIVACY INSURANCE.
SUCH INSURANCE SHALL INCLUDE COVERAGE
FOR LIABILITY ARISING FROM COVERAGE IN AN
AMOUNT SUFFICIENT TO COVER THE FULL
REPLACEMENT VALUE OF DAMAGE TO,
ALTERATION OF, LOSS OF, THEFT,
DISSEMINATION OR DESTRUCTION OF
ELECTRONIC DATA AND/OR USE OF
CONFIDENTIAL INFORMATION, “PROPERTY” OF
THE CITY OF PALO ALTO THAT WILL BE IN THE
CARE, CUSTODY, OR CONTROL OF VENDOR,
INFORMATION INCLUDING BUT NOT LIMITED
TO, BANK AND CREDIT CARD ACCOUNT
INFORMATION OR PERSONAL INFORMATION,
SUCH AS NAME, ADDRESS, SOCIAL SECURITY
NUMBERS, PROTECTED HEALTH INFORMATION
OR OTHER PERSONAL IDENTIFICATION
INFORMATION, STORED OR TRAMSITTED IN
ELECTRONIC FORM.
YES AUTOMOBILE LIABILITY, INCLUDING ALL
OWNED, HIRED, NON-OWNED
EACH PERSON
EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
AND OMISSIONS, MALPRACTICE (WHEN
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
AGENTS, AND EMPLOYEES.
I.INSURANCE COVERAGE MUST INCLUDE:
A.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING EMAIL ADDRESS: Purhcasingsupport@paloalto.gov
III.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A.PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE
AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH
ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B.CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE
POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 24 of 36
AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL
NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE
NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM,
THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS: PurchasingSupport@CityofPaloAlto.org
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 25 of 36
EXHIBIT “H”
CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and
people who do business with the City, including, without limitation, vendors, utility customers,
library patrons, and other individuals and companies, who are required to share such information
with the City, as a condition of receiving services from the City or selling goods and services to
the City, including, without limitation, the Software as a Service services provider (the
"Consultant") and its subcontractors, if any, including, without limitation, any Information
Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a
secure IT environment, described below, while it renders and performs the Services and furnishes
goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work
implicates the confidentiality and privacy of the personal information of the City's customers. The
Consultant shall fulfill the data and information security requirements (the "Requirements") set
forth in Part A below.
A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided
to the City, including connection to the City's IT systems; (b) the Consultant's operations and
maintenance processes needed to support the environment, including disaster recovery and
business continuity planning; and (c) the IT infrastructure performance monitoring services to
ensure a secure and reliable environment and service availability to the City. "IT infrastructure"
refers to the integrated framework, including, without limitation, data centers, computers, and
database management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot
fulfill the Requirements, the Consultant shall promptly inform the City of its determination and
submit, in writing, one or more alternate countermeasure options to the Requirements (the
"Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the
reasonable satisfaction of the Information Security Manager (the "ISM").
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the
Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison
to the City with respect to the Services to be performed under this Agreement.
(b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are
documented, are accessible to the City, and conform to ISO 27001/2 – Information
Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103
http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5029
7
(d) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for
performing professional and criminal background checks of its employees that (1) would
permit verification of employees' personal identity and employment status, and (2) would
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 26 of 36
enable the immediate denial of access to the City's confidential data and information by
any of its employees who no longer would require access to that information or who are
terminated.
(g)Provide a list of IT infrastructure components in order to verify whether the Consultant
has met or has failed to meet any objective terms and conditions.
(h)Implement access accountability (identification and authentication) architecture and
support role-based access control ("RBAC") and segregation of duties ("SoD")
mechanisms for all personnel, systems, and Software used to provide the Services.
"RBAC" refers to a computer systems security approach to restricting access only to
authorized users. "SoD" is an approach that would require more than one individual to
complete a security task in order to promote the detection and prevention of fraud and
errors.
(i)Assist the City in undertaking annually an assessment to assure that: (1) all elements of
the Services' environment design and deployment are known to the City, and (2) it has
implemented measures in accordance with industry best practices applicable to secure
coding and secure IT architecture.
(j)Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(k)Deploy and maintain IT system upgrades, patches and configurations conforming to
current patch and/or release levels by not later than one (1) week after its date of release.
Emergency security patches must be installed within 24 hours after its date of release.
(l)Provide for the timely detection of, response to, and the reporting of security incidents,
including on-going incident monitoring with logging.
(m)Notify the City within one (1) hour of detecting a security incident that results in the
unauthorized access to or the misuse of the City's confidential data and information.
(n)Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o)Perform security self-audits on a regular basis and not less frequently than on a quarterly
basis, and provide the required summary reports of those self-audits to the ISM on the
annual anniversary date or any other date agreed to by the Parties.
(p)Accommodate, as practicable, and upon reasonable prior notice by the City, the City's
performance of random site security audits at the Consultant's site(s), including the site(s)
of a third-party service provider(s), as applicable. The scope of these audits will extend to
the Consultant's and its third-party service provider(s)' awareness of security policies and
practices, systems configurations, access authentication and authorization, and incident
detection and response.
(q)Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant and
any authorized third-party service provider's personnel.
(r)Perform regular, reliable secured backups of all data needed to maximize the availability
of the Services. Adequately encrypt the City of Palo Alto's data, during the operational
process, hosted at rest, and the backup stage at the Vendors' environment (including
Vendor's contracting organization's environment).
(s)Maintain records relating to the Services for a period of three (3) years after the expiration
or earlier termination of this Agreement and in a mutually agreeable storage medium.
Within thirty (30) days after the effective date of expiration or earlier termination of this
Agreement, all of those records relating to the performance of the Services shall be
provided to the ISM.
(t)Maintain the Confidential Information in accordance with applicable federal, state, and
local data and information privacy laws, rules, and regulations.
(u)Encrypt the Confidential Information before delivering the same by electronic mail to the
City and or any authorized recipient.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 27 of 36
(v)Provide Network Layer IP filtering services to allow access only from the City of Palo
Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto).
(w)Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City
for the systems and services the Vendor provides to the City.
(x)Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions
for authentication and authorization services from the "City's environment to the Vendor's
environment," and Vendor's environment to the Vendor's cloud services/hosted
environment." The Vendor shall allow two employees of the City to have superuser and
super-admin access to the Vendor's IT environment, and a cloud-hosted IT environment
belongs to the City.
(y)Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct,
indirect or punitive damages whatsoever including, without limitation, damages for loss of
use, data or profits, arising out of or in any way connected with the City's IT environment,
including, without limitation, IT infrastructure communications.
(z)The Vendor must provide evidence of valid cyber liability insurance policy per the City’s
EXHIBIT “D” INSURANCE REQUIREMENTS.
Part B. Alternate Requirements:
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 28 of 36
EXHIBIT I
TruePoint Solutions LLC, DBA GovPath Hosted Services Terms
Published: October 1, 2023
Please read these Hosted Services Terms (these “Terms”) carefully. These Terms, policies
referenced in these Terms, and all Orders (as defined below) issued in hereunder (collectively,
the “Agreement”) is between TruePoint Solutions DBA GovPath (“GovPath”) and the entity
identified in an Order (“Customer”). The Agreement is effective as of the effective date listed in
the first Order and governs Customer’s use of TruePoint’s Hosted Services (as defined below).
CHANGES TO TERMS. GovPath may make modifications, deletions, and additions to these
Terms or any policy referenced in these Terms (“Changes”) by amending this Exhibit pursuant
to Section 29.4 of this Agreement.
No terms contained in any purchase order or ordering document or other written
communication from Customer or its agent will in any way modify the Agreement, any such
terms being expressly disclaimed by GovPath .
1. Definitions.
1. “Content” means, in whole or part, the information, documents, software,
products and services, including copies, modifications and derivatives of the
foregoing, and all related Intellectual Property Rights of the foregoing.
2. “Customer Data” means any Data provided by Customer to the Hosted Services.
3. “Data” means any data, information or material as provided or made available
by GovPath or Customer in connection with the Agreement.
4. “GovPath Technology” means all GovPath proprietary technology made
available to Customer in providing the Hosted Services, including the software
components provided for install on Customer infrastructure, if any.
5. “Hosted Services” means GovPath's software services being granted access to
under the Agreement for the benefit of Customer. GovPath may perform certain
aspects of the Hosted Services, such as service administration and application
management support, as well as other services from locations and through use
of subcontractors worldwide.
6. “Intellectual Property Rights” means patent rights, design rights, copyrights,
trademarks, service marks, trade names, domain name rights, mask work rights,
know-how and trade secret rights, and all other intellectual property rights and
derivatives, as well as other forms of protection of a similar nature.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 29 of 36
7.“Personally Identifiable Information” means any data, information, or material
provided by Customer's consumers, patrons, and clients, whether or not they
use Hosted Services (collectively, “Customer’s Customers”) to Customer that can
be used on its own or with other information to identify, contact, or locate a
single person, or to identify an individual in context.
8.“Quote” or “Order” means that GovPath -issued document that specifies the
GovPath Technology ordered by Customer and includes information related to
pricing and duration of access to the Hosted Services.
9.“Support Level Agreement” means GovPath 's standard policy for providing
Hosted Services that may be found on GovPath 's website
at www.grayquarter.com. Any updated Service Level Agreement as posted may
be amended from time to time in GovPath 's sole discretion in accordance with
the change of terms provision listed above.
2.License Grant and Restrictions.
1. GovPath grants Customer a non-exclusive, non-transferable, worldwide right to
access and use the Hosted Services and related GovPath Technology, solely for
its own internal business purposes, subject to the terms and conditions of the
Agreement in addition to the extent of authorizations acquired by Customer as
specified in the Quote.
2.Customer agrees not to: (a) license, sublicense, sell, resell, lease, rent, transfer,
assign, distribute or otherwise make available to any third party the Hosted
Services or any GovPath Technology; (b) copy, distribute, modify, or make
derivative works based upon the Hosted Services or any GovPath Technology;
(c) reverse engineer, decompile, or attempt to obtain the source code or
algorithms of any of the Hosted Services or any GovPath Technology; (d)
knowingly send or store infringing, obscene, libelous or otherwise unlawful or
tortious material to the Hosted Services or GovPath Technology; (e) knowingly
send or store material containing viruses, worms, Trojan horses or other harmful
computer code, files, or programs to or from the Hosted Services or GovPath
Technology; (f) interfere with or disrupt the integrity or performance of the
Hosted Services or GovPath Technology; (g) attempt to gain unauthorized access
to the GovPath Technology or Hosted Services or its systems or networks; (h)
make any attempt to circumvent the technological measures that control access
to or use of the Hosted Services or GovPath Technology; or (i) use the Hosted
Services or GovPath Technology in violation of applicable law.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 30 of 36
3. Unless otherwise agreed by GovPath, Customer agrees to utilize the Hosted
Services and GovPath Technology only for its internal business purposes and will
not act as a contracted service bureau or type of commercial application service
provider that allows for third party access to the Hosted Services in exchange for
a fee or profit or even on an unpaid basis. This section does not apply to
functionality deliberately designed for the general public to use.
3. Customer Responsibilities. Customer is responsible for all activity occurring under
Customer's use of Hosted Services and will abide by all applicable laws, treaties, and
regulations in connection with its use of the Hosted Services. Customer agrees to: (a) be
responsible for the use of the Hosted Services in compliance with the Agreement by all
to whom Customer has given access; (b) promptly notify GovPath of any known or
suspected unauthorized use of Hosted Services or any other breach of security of the
Hosted Services; and (c) cooperate with GovPath 's investigation of outages, technical
issues, security problems, unauthorized use of the Hosted Services, or any suspected
breach of the Agreement, or any applicable law, court order, rule or regulation, (d)
provide sufficient access to the applicable portions of the Accela System used by
Customer so that interfacing can occur.
4. GovPath Responsibilities. GovPath agrees to provide Customer access to its Hosted
Services and GovPath Technology during the term and per the terms and conditions of
the Agreement. In its sole discretion, GovPath may make changes to or update the
Hosted Services and/or GovPath Technology, such as infrastructure, security, technical
configurations, application features, and the like, to reflect changes in, among other
things laws, regulations, rules, technology, industry practices, patterns of system use
and availability, and security. GovPath will make its best efforts to not materially reduce
the level of performance, functionality, security, or availability of the Hosted Services
during the applicable term under the Agreement. GovPath will take commercially
reasonable steps, or cause such commercially reasonable steps to be taken, designed to
prevent security breaches of the Hosted Services.
5. Availability and Support. Service administration and technical support for the Hosted
Services will be set forth in GovPath 's Support Level Agreement.
6. Use of the Internet. Customer acknowledges and agrees that the internet, and
communications over it, may not be absolutely secure and connecting to the internet
provides the opportunity for unauthorized access to computer systems, networks, and
all data stored therein. Data transmitted through the internet or stored on any
equipment through which data is transmitted may not remain confidential and GovPath
does not make any representation or warranty regarding the privacy, security,
authenticity, or non-corruption or destruction of any such Data. Use of the internet is at
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 31 of 36
Customer's own risk. This section does not limit GovPath’s duties to prevent security
breaches of the Hosted Services as detailed in this Exhibit.
7. Privacy Policy, Customer Data, and Personally Identifiable Information.
1. GovPath is concerned with the security of the data it will collect while providing
Hosted Services to Customer and will utilize commercially reasonable protocols
to prevent unauthorized access to that information. Such protocols include
policies, procedures, employee training, physical access and technical essentials
relating to data access controls. In addition, GovPath uses standard security
protocols to facilitate the exchange and the transmission of data. GovPath does
not process data in a way that is incompatible with the purposes for which it has
been collected or subsequently authorized.
2. If Customer Data is, or is reasonably believed to have been, acquired by
unauthorized person(s), GovPath will use its best efforts and commercially
reasonable procedures to determine the scope of the breach and to ensure or
restore the integrity of the Hosted Services. In the event of a breach, if
applicable law requires notification, GovPath will notify Customer of the breach
no later than 48 hours after GovPath becomes aware of the breach. GovPath
may delay notification if GovPath or a law enforcement agency determines that
the notification will impede a criminal investigation. In such a case, notification
will not be provided unless and until GovPath or the law enforcement agency
determines that notification will not compromise the investigation.
3. GovPath does not own any Customer Data or Personally Identifiable Information.
Customer Data is Customer's proprietary and confidential information and will
not be accessed, used, or disclosed by GovPath except for the limited purpose
of: (a) supporting Customer's use of the Hosted Services; (b) improve or enhance
the Hosted Services and GovPath Technology; (c) monitor Customer's use of the
Hosted Services; (d) enforcement of the Agreement; and (e) share with any of
GovPath 's affiliates, third party service providers and subcontractors who need
to know such information in order to provide the Hosted Services to Customer.
Customer has sole responsibility for the accuracy, legality, reliability, and
intellectual property ownership to use the Customer Data. GovPath makes no
other warranty or representation regarding the security of Customer Data.
Furthermore, except as to GovPath 's express obligations set forth in the
Agreement, Customer is solely responsible for any damage or losses caused by
unauthorized destruction, loss, interception, or alteration of Customer Data by
unauthorized persons.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 32 of 36
4. Personally Identifiable Information is Customer’s proprietary and confidential
information. Although GovPath is capable of accommodating the secure access,
use, and processing of Personally Identifiable Information, no Personally
Identifiable Information will be accessed, used, processed, or disclosed by
GovPath in supporting Customer's use of the Hosted Services. Customer has the
sole responsibility for the accuracy, legality, reliability, and protection and
fortification and safety of Personally Identifiable Information of Customer's
clients. GovPath makes no other warranty or representation regarding the
security of Personally Identifiable Information. Furthermore, except as to
GovPath 's express obligations set forth in the Agreement, Customer is solely
responsible for any damage or losses caused by unauthorized destruction, loss,
interception, or alteration of Personally Identifiable Information by unauthorized
persons.
5. GovPath reserves the right in its unfettered discretion to modify or change its
Privacy Policy to adhere to standards and custom within the industry and as may
be required by law. Any posting of an updated Privacy Policy may be found on
GovPath 's website (“Privacy Policy”). Any updated Service Level Agreement as
posted may be amended from time to time in GovPath 's sole discretion without
notice to Customer.
8. Intellectual Property Ownership.
1. GovPath , its licensors or third-party service provider, as appliable, owns all right,
title, and interest, in and to the GovPath Technology, Content, and the Hosted
Services, including all Intellectual Property Rights in the foregoing, and all will
remain the exclusive property of GovPath or its licensors or third-party service
providers.
2. This Agreement is not a sale and does not convey any rights of ownership in the
GovPath Technology, Content, or Hosted Services. Customer acknowledges and
agrees that any enhancements or modifications to the Hosted Services based
upon Customer's requests, recommendations, or other feedback, are and will
remain the exclusive property of GovPath and/or its licensors or third-part
service providers. This ownership is protected not only by the laws of the State
of California but also by the laws United States and applicable international laws,
treaties, and conventions regarding intellectual property or proprietary rights,
inclusive of trade secrets. From the date of the Agreement, Customer agrees to
use reasonable means to protect the GovPath Technology, Content, and the
Hosted Services from unauthorized use, reproduction, distribution, or
publication. GovPath reserves all rights not specifically granted in the
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 33 of 36
Agreement. GovPath reserves the right to improve or make changes in its
offerings of the GovPath Technology, Content, and the Hosted Services at any
time.
9.Fees, Billing, and Payment.
1.Fees and Payment. Customer will pay GovPath all fess specified in the Quote. All
fees are payable and due as designated in the Quote; however, if the Quote is
silent on the timing of payments, Customer agrees to pay all fees within thirty
(30) days from the date of the invoice sent by GovPath . Unless otherwise stated
in the Quote and to the extent permitted by applicable law, once due, all fees
are non-cancellable and non-refundable. Customer will pay all fees and
reasonable reimbursable expenses in full, without any setoff, recoupment,
counterclaim, deduction, or withholding for any reason.
2.Taxes. Fees on the Quote may not include sales, use, value added or other excise
tax. Customer will pay or reimburse GovPath (the latter if paid by GovPath for
the benefit of Customer) for all such taxes based upon the Agreement or fees
payable under the Agreement (except for taxes based upon GovPath 's gross
revenues or net income), together with any interest on such taxes that is not due
to GovPath 's delay.
3.Late Charges. In addition to any other remedy available to GovPath for late
payments, Customer will be obligated to pay GovPath interest for fees and
charges not paid within forty five (45) days after the invoice date at the
compounded rate of one percent (1%) per month or the maximum allowed by
law, whichever is less for each month (or partial month), calculated from the
date such payment was due until the date paid. If Customer elects to discontinue
the Services and does not pay the outstanding fees and charges in full within
ninety (90) days of such election, Customer will continue to be charged interest
until the balance is paid in full. Customer will be responsible for any costs,
including attorney’s fees, incurred by GovPath in collecting any past due
amounts.
4.Disputed Charges. Customer may not withhold payment of any invoice based on
any dispute other than based on clear error on the face of the invoice, such as a
calculation error. Payment by Customer will not preclude Customer from
questioning any charges that Customer believes are improper or incorrect,
within thirty (30) days after the invoice date. If Customer disputes any charge on
a given invoice, Customer pay all non-disputed charges and document the
disputed charges in writing to TruePoint. Customer will notify TruePoint in
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 34 of 36
writing, no later than thirty (30) days after the invoice date, of any questions or
issues relating to items billed on an invoice or all fees and charges will stand.
10. Term and Termination.
1. Term. GovPath ’s obligations to provide the GovPath Technology and Hosted
Services to Customer under the Agreement will commence on the date the
Hosted Services are made available for access to Customer and will continue for
the period specified in the Quote unless earlier suspended or terminated in
accordance with this Agreement.
2. Renewal. Customer’s access to the Hosted Services and GovPath Technology
will not automatically renew at the end of the then-current term.
3. Effect of Termination. Upon any termination or expiration of the Agreement,
Customer will remove all GovPath Technology that is enable within Customer
infrastructure, if any.
11. Representations and Warranties.
1. By GovPath . GovPath represents and warrants that: (a) it will provide the
Hosted Services in a manner consistent with general industry standards and as
noted in the Support Level Agreement; (b) the Hosted Services will perform
substantially in accordance with the provided documentation to Customer, if
any; (c) it will use all commercially reasonable efforts to detect software viruses
and other undesirable components and will promptly take all reasonable steps to
remove or neutralize any such components; (d) it will use leading commercial
encryption technology designed to encrypt Customer Data in its possession; and
(e) to the best of GovPath 's knowledge, information, and belief, provision by
GovPath and use by Customer of the Hosted Services provided under the
Agreement does not infringe upon any intellectual property right of any third
party.
2. By Customer. Customer represents and warrants that: (a) it will be solely
responsible with regard to the quality or completeness of any Customer Data; (b)
it, at its own expense, will be solely responsible for establishing, operating and
maintaining Customer's connection to the internet in order to interface with the
Hosted Services, including but not limited to, procuring, configuring, operating
and maintaining all computer hardware and software, including communications
equipment, databases, electronic systems, networks, and web browsers, and
modems and access lines, necessary for such connection and interface; and (c) it
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 35 of 36
will use reasonable best efforts to ensure compliance with the above
restrictions, noted in paragraph 2, and all other paragraphs of the Agreement.
12. Indemnification.
1. Customer will indemnify, defend and hold GovPath , and each of GovPath 's
affiliates, officers, directors, employees, attorneys and agents harmless from and
against any and all claims, costs, damages, losses, liabilities and expenses,
including attorneys' fees, arising out of or in connection with: (a) a claim by a
third party alleging that access to or use of the Customer Data infringes the
Intellectual Property Rights or violates any rights of confidentiality of a third
party; provided that, in any such case, GovPath : (i) promptly gives Customer
written notice of the claim; (ii) gives Customer sole control of the defense and
settlement of the claim; and (iii) provides Customer all available information and
assistance; and (b) a breach of security or unauthorized use of the Hosted
Services which may or may not result in unauthorized third party access to
Customer Data or Personally Identifiable Information.
2. GovPath will indemnify, defend and hold Customer and Customer affiliates,
officers, directors, employees, attorneys and agents harmless from and against
any and all claims, costs, damages, losses, liabilities and expenses, including
attorneys' fees, arising out of or in connection with: (a) a claim by a third party
alleging that the Hosted Services or any GovPath Technology directly infringes
an Intellectual Property Right of a third party; provided that Customer: (i)
promptly give written notice of the claim to GovPath ; (ii) give GovPath sole
control of the defense and settlement of the claim; and (iii) provide GovPath all
available information and assistance.
13. Disclaimer. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE AGREEMENT
ARE GOVPATH 'S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. TO
THE FULLEST EXTENT PERMITTED BY LAW, GOVPATH DISCLAIMS ALL OTHER
REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND WHETHER EXPRESS
OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OF THE SUBSCRIPTION
SERVICES OR GOVPATH TECHNOLOGY, AND ANY WARRANTY WITH RESPECT TO THE
SECURITY OF THE SUBSCRIPTION SERVICES OR THAT CUSTOMER DATA OR PERSONALLY
IDENTIFIABLE INFORMATION WILL NOT BE DESTROYED, LOST, INTERCEPTED, OR
ALTERED BY UNAUTHORIZED PERSONS. GOVPATH DOES NOT WARRANT THAT THE
OPERATION OR OTHER USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED
OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER DATA.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED
Professional Services
Rev. Oct 16,2024 Page 36 of 36
14. Limitations of Liability.
1. GOVPATH ’S LIABILITY WILL NOT EXCEED THE HIGHER OF: (1) THE INSURANCE
COVERAGE REQUIRED BY THIS AGREEMENT, OR (2) TWO-TIMES THE AMOUNT
ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE
(12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
GOVPATH WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE
OR KIND ARISING FROM CUSTOMER'S USE OF THE SUBSCRIPTION SERVICES. THIS
LIMITATION OF LIABILITY INCLUDES CUSTOMER’S AFFILIATES AND ITS OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS. THIS LIMITATION DOES NOT APPLY TO
GOVPATH’S DUTY TO INDEMNITY CUSTOMER AND ITS AFFILIATES UNDER
SECTION 12(2.) OF THIS EXHIBIT OR FOR THE WILLFULL MISCONDUCT OF
GOVPATH, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS.
2. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY,
GOVPATH WILL NOT BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL DAMAGES.
IN NO EVENT SHALL GOVPATH BE LIABLE TO CUSTOMER OR ITS OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS FOR, LOST PROFITS, OR SIMILAR
ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, DIRECT,
INDIRECT OR PUNATIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION
INCLUDING BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY WHETHER IN
CONTRACT, TORT OR OTHERWISE, IN ANY WAY ARISING OUT OF OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF, OR ANY FAILURE OR DELAY
IN PROVIDING THE SERVICES, HOWEVER CAUSED, EVEN IF GOVPATH HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Reserved.
Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED