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Agreement for TruePoint Services City of Redwood City 1.6 "Initial Term" means the initial license term specified in number of years as defined in Section 9.1. 1.7 "Legacy Systems" means the systems Customer currently uses to manage their utility billing functions. These systems include Rocket Universe database management system and the Microsoft Access Backflow Database application. 1.8 "Protected Health Information" (PHI) means individually identifiable health information transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. 1.9 "Renewal Term" means each additional renewal period of one (1) year as set forth in Section 7.2. 1.10 "Solution" means the entire scope of the deliverable, including the software and Services. 1.11 "Security Incident" means the potentially unauthorized access by non -authorized persons to Customer Data Consultant believes could reasonably result in the use, disclosure or theft of City's unencrypted Customer Data within the possession or control of Consultant, including but not limited to the theft or loss of encrypted data. A Security Incident may or may not turn into a Data Breach. 1.12 "Services" means the services provided by Consultant required to deliver the solution defined in Exhibit A, Scope of Services. 1.13 "Term" means the Initial Term plus all subsequent Renewal Terms. 2.0 SERVICES OF CONSULTANT 2.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, Consultant shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by reference. Consultant warrants that all work or services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. In the event of a conflict between the provisions of Exhibit A and any other provisions of this Agreement, the provisions of Exhibit A shall govern. 2.2 Requirements. The overall requirements of the system as defined in the original RFP are as described in Exhibit B, attached hereto and incorporated by reference, along with Consultant compliance responses. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern. Additional requirements are set forth in Exhibit D (Water Budget Methodology) and Exhibit E (TrueBill Standard Reports), both attached hereto and incorporated by reference. 2.3 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of CITY and any federal, state or local governmental agency of competent jurisdiction. 2.4 Licenses, Permits. Fees and Assessments. Consultant shall obtain, at its sole cost and expense, such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall, at their expense, obtain and maintain a valid Redwood City business license during the terms of this Agreement and any subsequent renewals. 3.0 COMPENSATION REV: 04-23-19 PR Page 2 of 64 ATTY/AGR.2019.106/TruePoint TrueBill Utility Billing System