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Agreement for TruePoint Services City of Redwood City 3.1 Contract Sum. For the Scope of Services rendered pursuant to this Agreement, Consultant shall be compensated in an amount of Six Hundred Fifty -Five Thousand dollars ($655,000) ("Contract Sum") during the Initial Term. The compensation is based upon $325,000 for Services, a not to exceed amount of $10,000 for Consultant travel to City during implementation, $150,000 for initial software licensing, five (5) years of ongoing maintenance and licensing at $30,000 per year, and a contingency amount of $20,000 in the event change orders are required as described in Section 3.2. 3.2 Change Orders. No amendments, changes or other modifications to Exhibit A will be effective without a written project change order, in the form attached hereto as Exhibit C (a "Project Change Order"), attached hereto and incorporated by reference. The Project Change Order will describe the change, the rationale for the change, and specify any change in the charges, estimated schedule, or other terms. The terms of a mutually agreed upon Project Change Order will prevail over those of Exhibit A or any previous Project Change Orders. Such Project Change Order may require additional charges, which will be set forth in the Project Change Order, but shall not exceed the Contract Sum without a written amendment to this Agreement. 3.3 Method and Amount of Payment. The compensation amount and payment schedule is attached hereto as Exhibit F (Compensation Amount and Payment Schedule), attached hereto and incorporated by reference. 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. Don Hunsinger is hereby designated as being the representative of Consultant authorized to act on its behalf with respect to the work or services specified herein and make all decisions in connection therewith. 4.2 Contract Officer. CITY's IT Manager, in consultation with the CITY's Revenue Services Manager, is hereby designated as being representative of CITY authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer"). The CITY's IT Manager can be reached by email at ITManager@redwoodcity.org or by phone at (650) 780-7000. CITY may designate another Contract Officer by providing written notice to Consultant. 4.3 Prohibition Against Subcontracting or Assignment. Consultant shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of CITY. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of CITY. Any such prohibited assignment or transfer shall be void. 4.4 Independent Contractor. Neither CITY nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth on Exhibit A. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.0 CONFIDENTIALITY REV: 04-23-19 PR Page 3 of 64 ATTY/AGR.2019.106/TruePoint TrueBill Utility Billing System