HomeMy WebLinkAboutLicense and Maintenance Agreement with TruePoint for Utility Billing SoftwareSOFTWARE LICENSE AND MAINTENANCE AGREEMENT
This Software License and Maintenance Agreement ("Agreement') is made and entered into
by and between the City of Meridian Idaho ("The City"), ("Licensee") located at 33 E Broadway
Ave, Meridian, ID 83642, and TruePoint Solutions, LLC, a limited liability company,
('TruePoint') located at 774 Mays Blvd, #10-377, Incline Village, NV 89451.
RECITALS
WHEREAS, Licensee administers a utility billing program for customers of Licensee;
WHEREAS, Licensee desires to replace its existing billing and customer portal software
for the TruePoint Utility Billing system;
WHEREAS, TruePoint will provide said software for the billing and field data collection
of water related information (hereafter referred to as the "Software" (as defined below and
detailed in Attachment C of the Professional Services Agreement #10404 by this reference is
made a part hereof)) and provide Licensee with maintenance and support services for the
Software;
WHEREAS, Licensee desires for TruePoint, the owner of all right, title and interest to
the Software, to grant Licensee a license to use the Software and provide Licensee with
installation, maintenance and support services in accordance with the terms and conditions of
this Agreement.
NOW THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. DEFINITIONS.
1.1 "Documentation" shall mean all manuals, user documentation, and other related materials
pertaining to the Software which are furnished to Licensee by TruePoint in connection with the
Software.
1.2 " Fee" shall mean the amount paid by Licensee to TruePoint under this agreement.
1.3 "Software" shall mean the computer programs in machine readable object code form listed
in Exhibit "A" attached hereto and incorporated herein by reference and any subsequent error
corrections, bug fixes, patches, updates, enhancements, modifications or subsequent releases
of said computer programs supplied to Licensee by TruePoint during the time that Licensee
receives support and maintenance services for said computer programs from TruePoint.
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2. GRANT OF RIGHTS.
TruePoint hereby grants to Licensee a royalty -free, fully paid, irrevocable, perpetual,
unrestricted, worldwide, non-exclusive license to use TrueBill Software for Licensee's
Revenue Management. Licensee shall not reverse engineer, decompile or disassemble the
Software.
3. OWNERSHIP.
The parties understand and agree that TruePoint owns all right, title and interest to the
Software, subject to THE CITY rights as set forth herein.
4. INSTALLATION, SUPPORT AND MAINTENANCE.
TruePoint shall provide Licensee with the installation, technical support and maintenance
services for the Software listed in Exhibits "A" and "B" attached hereto and incorporated herein
by reference. Technical support and maintenance services under Exhibit B shall be provided
for a period of one (1) year in the amount of Thirty Thousand Dollars ($30,000.00), to be
initially billed at the point in time of final delivery and acceptance of the Software by Licensee.
For each of the next three (3) years thereafter, TruePoint shall provide said technical support
and maintenance services listed in Exhibit B for the annual amount of Thirty Thousand Dollars
($30,000), due and payable each year in advance. For each year thereafter, said technical
support and maintenance services for the Software shall be available to Licensee, at its option,
at the same percentage level and at no greater expense than TruePoint is then offering said
services to its other customers in general. In no instance shall the cost of technical support
and maintenance services be increased more than five percent (5%) from the cost of such
services in the preceding year.
5. COPIES.
Except in exercise of the rights granted hereunder, any Software provided in machine readable
form may not be copied by Licensee in whole or in part, except for Licensee's backup or
archive purposes. Licensee agrees to maintain appropriate records of the number and location
of all copies of the Software and make such records available upon TruePoint's request.
Licensee further agrees to reproduce all copyright and other proprietary notices on all copies of
the Software in the same form and manner that such copyright and other proprietary notices
are originally included on the Software.
6. LICENSE FEE AND TAXES.
6.1 Fee. The parties understand and agree that the Fee as shown in Exhibit A shall be full
consideration for the rights granted hereunder, including without limitation the license granted
in Article 2 above and the support and maintenance services in Paragraph 4 provided
hereunder.
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6.2 Taxes and Other Charges. The parties understand and agree that Licensee shall not be
responsible for paying any taxes or charges, including without limitation other governmental
charges or freight charges, applicable to this Agreement. Such charges, if any, shall be the
obligation of TruePoint.
7. SOURCE CODE TO BE HELD IN ESCROW.
7.1 The parties understand and agree that no rights are granted or licensed hereunder with
respect to the source code for the Software, except that, as security for the performance of the
terms hereof, TruePoint shall, at Licensee's notice and expense, provide one copy of the
source code for the Software and all documentation related thereto to an Escrow Agent to be
held for THE CITY in trust. Retrieval from the trust and use by THE CITY shall only occur upon
the occurrence of any of the events described in Article 7.3 below. The Escrow Agent that will
hold the source code has yet to be identified. The Escrow Agent selected to provide the
escrow services shall be mutually agreed upon by TruePoint and THE CITY within sixty days
of execution of this agreement.
7.2 Upon Licensee's retrieval of the source code as described herein, Licensee shall have a
nonexclusive, perpetual right to use, modify and make working copies of the source code for
the Software and all documentation related thereto solely for the purposes of exercising the
license granted under Article 2 above, and for no other purpose.
7.3 Access to the restricted source code and documentation referenced in Article 7.1 above
shall, however, not be available to Licensee until such time as:
(a) Licensee, provides a written declaration to TruePoint that it cannot reasonably
exercise its license granted under Article 2 above to use, operate, or maintain the
Software without access to the source code for the Software, provided, however,
Licensee has already requested that TruePoint provide service and support to allow it to
fully use said Software to its full capability and TruePoint fails, is unable, or is unwilling
to provide said services, which may be subject to additional service charges, to the
satisfaction of THE CITY within a reasonable timeframe specified by THE CITY in its
notice;
(b) TruePoint fails to provide error corrections, bug fixes, patches or other updates to
the Software or fails to provide support or maintenance services as reasonably required
by THE CITY hereunder, while THE CITY has an active Service and Maintenance
Agreement;
(c) TruePoint voluntarily terminates its business operations; or
(d) TruePoint is subject to a voluntary or involuntary petition for bankruptcy.
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S. REPRESENTATIONS AND WARRANTIES.
TruePoint represents warrants and covenants to Licensee as follows:
(i) AUTHORITY: That: (1) TruePoint has the full right, power and authority to enter
into this Agreement, to carry out its obligations under this Agreement and to
grant the rights and license granted to Licensee in this Agreement; (2)
TruePoint's compliance with the terms and conditions of this Agreement shall
not violate any federal, state or local laws, rules, regulations or ordinances or
violate any agreement or obligation between Licensee and any third party; and
(3) TruePoint shall not include anything, including, without limitation, any
software, modules, materials, information or data, in the Software that
TruePoint does not have full right (including, without limitation, all intellectual
property rights) to include in the Software and to license to Licensee pursuant
to the terms of this Agreement.
(ii) QUALITY: That TruePoint shall provide the Software and Documentation and
perform all services under this Agreement in a good, thorough, efficient,
workmanlike and professional manner, promptly and with due diligence and
care, and in accordance with the ethics and rules of professional conduct of
the specified profession.
(iii) INFRINGEMENT: That the Software does not and shall not infringe any patent,
trademark, trade name, service mark, copyright, trade secret or other
intellectual property or proprietary right of any third party.
(iv) UNAUTHORIZED CODE: That the Software shall be free, at the time of
receipt by Licensee, of (a) any automatic restraints, computer viruses,
software locks, time bombs or other such code that hinders Licensee's
freedom fully to exercise its license rights under this Agreement; (b) harmful
programs or data incorporated into the Software which destroy, erase, damage
or otherwise disrupt the normal (i.e., in accordance with the provisions of this
Agreement) operation of the Software or other programs, hardware or systems
utilized by Licensee or allow for unauthorized access to the Software or other
programs, hardware or systems utilized by Licensee; or (c) any mechanism,
such as password checking, CPU serial number checking or time dependency,
that hinders Licensee's freedom to fully exercise its license rights under this
Agreement.
(v) PASS-THROUGH: TruePoint hereby assigns, and shall assign, to Licensee all
warranties, representations and indemnities granted to TruePoint by third
parties in the Software or any components thereof, and all remedies for breach
of such warranties, representations and indemnities, provided that assignment
hereunder shall not relieve TruePoint of its responsibility to fully carry out its
duties specified herein and upon demand by THE CITY, TruePoint shall
enforce said third party warranties, representations, and indemnities as
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necessary for operation of the Software and for TruePoint to provide the
service and support required hereunder.
(vi) PERFORMANCE: That: (a) the Software shall perform substantially in
accordance with the Documentation and all stated specifications for four (4)
years from final delivery of the Software to Licensee while an active Service
and Maintenance Agreement is in place between Licensee and TruePoint ; (b)
without limiting said original four (4) year performance warranty for the
Software, that all corrections, bug fixes, patches, updates and subsequent
releases provided to Licensee by TruePoint for the Software shall perform
substantially in accordance with the Documentation and all stated specifications
for three (3) months from delivery of any such correction, bug fix, patch, update
or release to Licensee; and that (c) the media on which the Software is
delivered shall be free from defects in materials or workmanship. TruePoint's
obligations with respect to the foregoing performance warranties shall be
contingent on Licensee's use of the Software in accordance with this
Agreement and in accordance with TruePoint's instructions as provided by
TruePoint in the Documentation, as such instructions may be amended,
supplemented, or modified by TruePoint from time to time. TruePoint shall have
no performance warranty obligations with respect to any failures of the
Software which are the result of accident, abuse or misapplication by Licensee
or extreme power surge or extreme electromagnetic field.
(vii) APPROVALS/PERMITS: That TruePoint, at its sole cost and expense, shall
secure any and all required federal, state or local approvals, permits or
authorizations for any of its activities under this Agreement and that TruePoint
has obtained all necessary governmental approvals, permits and authorizations
to enter into this Agreement.
(viii) COMPLIANCE WITH LAWS: That TruePoint, at its sole cost and expense,
shall comply with all federal, state and local laws, ordinances and regulations
applicable to any of its activities under this Agreement.
9. PROPRIETARY NOTICES.
Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright,
trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the
Software or output generated by the Software, and to reproduce and include same on each
copy of the Software.
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10. CONFIDENTIALITY.
10.1 The parties understand and agree that Licensee may be subject to the public disclosure
requirements of the Idaho Public Records Act. TruePoint shall clearly mark as "confidential"
any trade secrets or other proprietary information TruePoint provides Licensee under this
Agreement. In the event Licensee receives any such properly labeled "confidential"
information from TruePoint and Licensee receives a proper Public Records Act request,
Licensee will notify TruePoint within ten (10) calendar days from receipt of said request when
the records will be made available for inspection. Licensee shall release such requested
information, unless, within ten days of notice, TruePoint notifies THE CITY in writing that it
requests THE CITY not to release such information and that TruePoint will, at TruePoint's sole
expense, undertake all required legal action on THE CITY's behalf and that it will defend and
indemnify Licensee from claims, demands or damages, including attorney's fees, in any action
to compel disclosure, including the provision of counsel, or, if THE CITY exercises its
discretion to retain counsel to defend such action, the payment for counsel of THE CITY's
choice, to defend said action. Restricted Source Code described in Article 7 above will not be
released under any circumstances as it is protected under copyright and will remain the sole
property of TruePoint Solutions.
10.2 The recipient of information marked as "confidential" by the other party shall neither
disclose said information to any other party nor use said information for any purpose other than
in accordance with this Agreement. Recipient of said information shall use the same degree of
care as it uses to protect its own confidential information, but no less than reasonable care, to
prevent the unauthorized use, dissemination or publication of the information marked
"confidential." This Agreement imposes no obligation on either party with respect to
"confidential" information which: (a) was in the possession of, or was known by the recipient
without an obligation to maintain its confidentiality prior to recipient's receipt of said information
from the disclosing party, (b) is or becomes generally known to the public without violation of
this Agreement by recipient, (c) is obtained by recipient from a third party, without an obligation
to keep such information confidential, or (d) is independently developed by recipient without
the use of the "confidential" information received. Without changing the above -referenced
procedure in Article 10.1 for disclosure of "confidential" information in response to Public
Record Act requests, disclosure of "confidential" information will not be prohibited, if the
recipient gives the disclosing party prior notice and such disclosure is (a) compelled pursuant
to a legal, judicial or administrative proceeding, or (b) otherwise required by law.
11. INDEMNIFICATION.
11.1 Subject to Article 11.2 and 11.3 below, TruePoint shall defend, indemnify, save harmless,
including payment of attorneys' and consultants' fees and expenses, Licensee, its officials,
officers, directors, employees and agents from and against any and all claims, loss, damages,
costs, expenses, liabilities or obligations (collectively "Claims") arising out of or in any way
connected with or alleged to be connected with any activity of TruePoint under this Agreement,
including without limitation, Claims for loss or damage to any property or for death or injury to
any person or persons or for infringement of any patent, trademark, trade name, service mark,
copyright, trade secret or other intellectual property or proprietary right of any third party,
however occurring, other than those caused solely by the willful or grossly negligent acts or
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omissions of Licensee. Notwithstanding the foregoing, TruePoint shall have no liability
regarding any Claim for intellectual property right infringement arising out of: (a) use of the
Software in combination with non-TruePoint software, data or equipment if the infringement
was caused by such use or combination, (b) any modification or derivation of the Software not
specifically authorized under this Agreement, or (c) any computer programs or documentation,
data or information that already exists as of the date of this Agreement and is not a part of the
Software, including without limitation the existing legacy system.
11.2 If any Claim of intellectual property right infringement is made by any third party against
Licensee due to Licensee's use of the Software (hereafter referred to as "Intellectual Property
Claim"), Licensee shall promptly notify TruePoint and TruePoint shall release, indemnify, save
harmless and defend Licensee, its officials, officers, directors, employees and agents from and
against any such Intellectual Property Claim provided that:
(i) Licensee promptly notifies TruePoint in writing of the Intellectual Property Claim;
(ii) TruePoint has control of the defense and all related settlement negotiations,
provided TruePoint agrees to submit to Licensee the terms of any proposed
settlement covered under this Article 11.2 in which Licensee is named as a party
for approval by Licensee; and
(iii) Licensee fully cooperates with TruePoint in the defense or settlement of such
actions.
11.3 If Licensee is enjoined, or likely to be enjoined, from using any of the Software because of
an Intellectual Property Claim, TruePoint shall, at its own expense:
(i) Obtain for Licensee the right to continue using the Software; or
(ii) Replace or modify the Software to make it non -infringing, so long as the
replacement or modification conforms to the specifications listed in Exhibit "A"
and does not adversely impact the Software's functionality or performance.
11.4 Notwithstanding the foregoing, TruePoint shall have no liability regarding any Intellectual
Property Claim arising out of: (a) use of the Software in combination with non-TruePoint
software, data or equipment if the infringement was caused by such use or combination, or (b)
any modification or derivation of the Software not authorized under this Agreement.
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AGREEMENT &
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12. LIQUIDATED DAMAGES AND LIMITATION OF LIABILITY.
12.1 EXCEPTING THE DAMAGES COLLECTABLE UNDER PARAGRAPH 11
INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT
NOT LIMITED TO LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. DISCLAIMER OF WARRANTIES.
THE WARRANTIES STATED IN ARTICLE 8 ABOVE ARE THE SOLE AND THE EXCLUSIVE
WARRANTIES OFFERED BY TRUEPOINT UNDER THIS AGREEMENT. THERE ARE NO
OTHER WARRANTIES RESPECTING THE SOFTWARE OR DOCUMENTATION, EITHER
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF TRUEPOINT
HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF TRUEPOINT IS
AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF TRUEPOINT
AS SET FORTH HEREIN.
14. DEFAULT AND TERMINATION.
14.1 This Agreement may be terminated by THE CITY for the convenience of THE CITY at any
time upon the giving of thirty (30) days written notification to TruePoint. THE CITY shall, at the
time of said termination for convenience, return to TruePoint the products, documentation, and
training materials retained by THE CITY. Any costs or fees incurred under this agreement
prior to written notification being received by TruePoint will be considered due and payable for
termination to become effective.
14.2 Events of Default. This Agreement may be terminated by the non -defaulting party if any of
the following events of default occur: (1) if a party materially breaches any material provision of
this Agreement and fails to cure said breach within thirty (30) calendar days of receipt of notice
of breach from the other party; (2) if a party becomes insolvent or admits in writing its inability
to pay its debts as they mature, or makes an assignment for the benefit of creditors; (3) if a
petition under any foreign, state, or United States bankruptcy act, receivership statute, or the
like, as they now exist, or as they may be amended, is filed by TruePoint; or (4) if such a
petition is filed by any third party, or an application for a receiver is made by anyone and such
petition or application is not resolved favorably within ninety (90) days.
14.3 Effective Date of Termination. Termination for breach of this Agreement shall be effective
upon notice of termination following expiration of the 30 -day period to cure said breach.
SOFTWARE AND MAINTENANCE PAGE 8 OF 14 TRUEPOINT SOLUTIONS
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15. CONFLICTS OF INTEREST.
15.1 TruePoint represents that it presently has/have no interest, economic or otherwise, and
shall acquire no such interests, either direct or indirect, which would conflict in any manner with
the performance of any of its activities required hereunder. TruePoint further represents that
no person having any such interests shall be employed under subcontract for said
performance.
15.2 TruePoint shall promptly notify Licensee in writing by certified mail of all potential conflicts
of interest for any prospective business association, interest or other circumstance which may
influence or appear to influence TruePoint's judgment or quality of services being provided
hereunder. Such written notification shall identify the prospective business association,
interest or circumstance, the nature of work that TruePoint may undertake and request an
opinion of Licensee as to whether the association, interest or circumstance would, in the
opinion of Licensee, constitute a conflict of interest if entered into by TruePoint.
16. ACCESS AND AUDITS.
TruePoint shall maintain all records pertaining to its activities under this Agreement for at least
three (3) years after completion of all activities under this Agreement. Licensee shall have
access to, and the right to examine said records for the purpose of inspection or audit during
normal business hours, at Licensee's cost, upon five (5) calendar days' written notice.
17. NOTICES.
All notices, authorizations, and requests in connection with this Agreement shall be deemed
given (i) five days after being deposited in the U.S. mail, postage prepaid, certified or
registered, return receipt requested; or (ii) one day after being sent by overnight courier,
charges prepaid, with a confirming fax; and addressed as follows (or to such other address as
the party to receive the notice or request so designates by written notice to the other):
CITY
City of Meridian
Keith Watts, Purchasing Manager
33 E Broadway Ave
Meridian, ID 83642
208-888-4433
Email: kwatts@meridiancity.org
CONSULTANT
TruePoint Solutions LLC
Attn: Kent Johnson, Chief Executive Officer
759 Mays Blvd. #10-377
Incline Village, NV 89451
Phone: 916.259.1293 ext. 202
Email: kjohnson@truepointsolutions.com
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AGREEMENT &
THE CITY
18. ASSIGNMENT.
Neither party shall assign or transfer this Agreement or any rights or obligations hereunder
without the prior written consent of the other party, which shall not be unreasonably withheld.
Any attempt by either party to transfer or assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party shall be null and void. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
permitted successors and assigns.
19. GOVERNING LAW; JURISDICTION AND VENUE.
The validity, interpretation, construction and performance of this Agreement may be governed
by the laws of the State of Idaho.
20. RELATIONSHIP OF THE PARTIES.
At all times, the relationship between the parties to this Agreement is solely that of
independent contractor. Neither party shall represent that it has any authority to assume or
create any obligation, express or implied, on behalf of the other party, nor represent itself to be
the agent, employee, franchisee, franchisor, joint venturer, officer or partner of the other party.
Nothing in this Agreement shall be construed to place the parties in the relationship of
principal/agent, employer/employee, or partners or joint venturers, and the parties expressly
agree that no such relationship exists.
21. SEVERABILITY.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be
illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
22. FISCAL FUNDING CLAUSE
Non -Appropriation of Funds: If City Council fails to appropriate funds for this agreement for any
fiscal year then this agreement will terminate, with no consequence to the City, at the end of
September of the last year of appropriated funds.
23. MISCELLANEOUS.
This Agreement and its exhibits contain the entire understanding and agreement between the
parties respecting the subject matter hereof. This Agreement may not be supplemented,
modified, amended, released or discharged except by an instrument in writing signed by each
party's duly authorized representative. All captions and headings in this Agreement are for
purposes of convenience only and shall not affect the construction or interpretation of any of its
provisions. Any waiver by either party of any default or breach hereunder shall not constitute a
waiver of any provision of this Agreement or of any subsequent default or breach of the same
or a different kind. This Agreement has been negotiated by the parties and shall be interpreted
fairly in accordance with its terms and without any strict construction in favor of or against
annul
SOFTWARE AND MAINTENANCE PAGE 10 OF 14 TRUEPOINT SOLUTIONS
AGREEMENT &
THE CITY
24. SURVIVAL.
The following Articles of this Agreement shall survive expiration or termination of this
Agreement for any reason and shall remain in full force and effect: 1; 2; 3; 5; 6; 7.2; Items (i),
(ii), (iii), (iv), (v), (vii) and (viii) of Article 8; 9; 10; 11; 12; 13; 15; 16; 17; 18; 19; 20; 21; 22; 23;
and 24;.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. This
Agreement may also be executed by facsimile signature, in which event the facsimile signature
shall constitute an original signature for purposes of enforcing this Agreement.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Agreement as of the date first set forth above.
CITY OF TRU
By: By:�
Tammy De W r , Mayor Kent
Dated: 2 —/0 " /.' Dated
Approved By Council: 7--10-1
,Y)A C,,��r,_
\ v'
u/Fj
Purchasing
Approval
Keith VVatts, Purchasing Manager
Dated::
LLC
Executive Officer
Department Approval
By: d1r, w ��i%v�{ n mn n 7
Stacy Kilchen ann, C fief financial Officer
Dated:: a//fldo/5
SOFTWARE AND MAINTENANCE PAGE 11 OF 14 TRUEPOINT SOLUTIONS
AGREEMENT &
THE CITY
Exhibit A
Software Purchase
Background
The Software will replace THE CITY's existing legacy Billing solution with the TrueBill software
solution.
The purpose of the TruePoint System is to assist the Agency's employees in the customer and
revenue management and generating appropriate billing and collections efforts.
Software Fee
TruePoint Solutions will provide the proposed as a software purchase. The total amount for
the Perpetual, Enterprise Licensed TrueBill software to be provided shall be One Hundred -Fifty
Thousand Dollars ($150,000.00). Payment for the software purchase will be split into multiple
transactions. The initial payment of Fifty Thousand Dollars ($50,000.00) will be due and
payable upon contract execution. The second payment of Fifty Thousand Dollars ($50,000.00)
will be due and payable after successful installation of the products at THE CITY offices and
signed approval by THE CITY. The remaining Fifty Thousand Dollars ($50,000.00) will be due
and payable upon satisfactory installation and testing, upon the software solution being placed
into satisfactory production service and upon signed approval by THE CITY.
The Professional Services and fees to implement the products at THE CITY are set forth in a
separate Professional Services Agreement.
Project Schedule/Timeline Goals
TruePoint and THE CITY understand that time is of the essence with regard to this project and
its successful implementation. THE CITY and TruePoint Solutions acknowledge there are
potential technical hurdles with regard to data conversion and integration efforts which may
delay the overall completion of the project. TruePoint and THE CITY will use all available
resources to provide best effort to meet the desired fully operational date.
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Exhibit B
Software Maintenance and Support
TruePoint shall provide the following technical support and maintenance services to Licensee
as follows:
1. All major and minor updates, upgrades, modifications, features, enhancements, bug
fixes, error corrections, patches and subsequent releases for the Software released by
TruePoint to any of its other customers or the general marketplace as they become
available to said customers or the marketplace.
2. All current Documentation for the Software as it becomes available for any of
TruePoint's other customers or the general marketplace.
3. Unlimited technical support, advice, consultation and assistance for the Software,
including without limitation troubleshooting, configuration and upgrade inquiries, promptly
provided by qualified professionals of TruePoint during all normal business hours via
telephone, fax, internet and email as well as onsite at Licensee's main office. It is expected
that there won't be issues which arise outside of normal business hours — however,
TruePoint staff will be available to provide after-hours support during pre -arranged critical
operational events.
4. The first year of Software Maintenance and Support will be provided to THE CITY for
Thirty Thousand Dollars ($30,000.00). The following three years of support will be provided
for the sum of Thirty Thousand Dollars ($30,000.00) per year and will be payable in
advance of services.
For each year thereafter, said technical support and maintenance services for the Software
shall be available to Licensee, at its option, at the same percentage level and at no greater
expense than TruePoint is then offering said services to its other customers in general. In
no instance shall the cost of technical support and maintenance services be increased
more than five percent (5%) from the cost of such services in the preceding year.
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Attachment C
PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed $180,000.00.
Milestone
Description
Rate
Hours
Amount
Signed License
TruePoint and the City of Meridian have
N/A
N/A
$50,000
Agreement
signed the license agreement to purchase
TrueBill billing software. Payment is 1/3 of
the license fee.
Performance Audit on
Installed software passes performance audit
N/A
N/A
$50,000
Installed Software
of mandatory functionality defined as "out of
the box"in the System Requirements
Response RFP — Attachment C. Payment is
1/3 of the license fee
Post Implementation
Implemented system has been operational
N/A
N/A
$50,000
Review
without business critical issues through a full
billing cycle. Payment is 1/3 of the License
fee.
License and Maintenance
Annual Software Maintenance and Support.
$30,000
1
$30,000
Fees
SOFTWARE AND MAINTENANCE PAGE 14 OF 14 TRUEPOINT SOLUTIONS
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THE CrFY