HomeMy WebLinkAboutAgreement - TrueComp - Signed: 2026-07-23
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SOFTWARE SERVICES AGREEMENT
This Software Services Agreement ("Agreement") is entered into as of 10/01/2026 ("Effective Date") by and between
GovInvest, Inc., dba TrueComp, of 8605 Santa Monica Blvd., PMB 52465, West Hollywood, CA 90069("TrueComp"), and
City of Gilroy, of 7351 Rosanna Street, Gilroy, CA 95020 ("Client").
1. DEFINITIONS
1.1 "Authorized Users" means an employee or contractor of Client that Client has registered with TrueComp.
1.2 "Client Data" means all data, information, and materials provided by Client to TrueComp for use in connection
with the Services.
1.3 "Confidential Information" means any business or technical information disclosed by one party to the other
party, provided that it is identified as confidential at the time of disclosure or that under the circumstances, a
person exercising reasonable business judgment would understand it to be confidential or proprietary.
Confidential Information shall not include information that (a) is or becomes generally known to the public
without breach of any obligation owed to the disclosing party; (b) was known to the receiving party prior to its
disclosure by the disclosing party without breach of any obligation owed to the disclosing party; or (c) is received
from a third party without breach of any obligation owed to the disclosing party.
1.4 "Documentation" means the user guides, online help, release notes, training materials, and other documentation
provided by TrueComp regarding the Software Services from time to time as published at
https://truecomp.com/training/.
1.5 "Order" means the Order Form attached hereto as Schedule A.
1.6 "Professional Services" means any consulting, development, customization, configuration, training or other
professional services that TrueComp agrees to provide to Client pursuant to the Order.
1.7 "Services" means collectively the Software Services and the Professional Services.
1.8 "Software Services" means the software-as-a-service (SaaS) compensation management platform and related
professional services provided by TrueComp as described in the Order.
2. SERVICES AND ACCESS
2.1 Access to Software Services. Subject to the terms and conditions of this Agreement, TrueComp grants Client a
non-exclusive, non-transferrable right to access and use the Software Services set forth in the Order during the
term of this Agreement solely for Client's own business purposes.
2.2 Usage Restrictions. Client shall not (a) make the Software Services or data obtained in connection therewith
available to any third party other than Authorized Users; (b) license, sell, resell, rent, or lease the Software
Services; or (c) access or use the Software Services or data obtained in connection therewith, in whole or in part,
to build a competitive product or service.
2.3 Data Usage. TrueComp may collect, use and disclose quantitative data and information related to the
performance of the Services, for industry analysis, benchmarking, analytics, research and development,
marketing and other business purposes (collectively, "Usage Data"). If TrueComp discloses Usage Data, such
will be de-identified and aggregated. TrueComp may use compensation information, comparator data, census
data, union plan provisions, and/or other information sources accessed via public records and/or provided directly
by government agencies to develop the data set for Client. Benchmarking clients will provide compensation
information to TrueComp periodically as requested. TrueComp will rely on this information without an audit.
2.4 Professional Services. TrueComp may provide Professional Services to the Client in accordance with the term
set forth in the Order.
2.5 Actuarial Services. Subject to the terms of this Agreement, Company agrees to perform the actuarial and
reporting services set forth in the applicable Order Form during the Term solely for Customer’s own
governmental reporting and compliance purposes. Company will exercise professional care and judgment in the
performance of all Actuarial Services.
2.6 Actuarial Standards. All actuarial services performed under this Agreement will be performed in accordance
with applicable Actuarial Standards of Practice (ASOPs) promulgated by the Actuarial Standards Board and the
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professional standards of the American Academy of Actuaries. Each actuarial report or other actuarial
communication prepared under this Agreement shall identify its intended purpose and intended users and shall
disclose, as applicable, material assumptions and methods, material reliance on data or other information supplied
by Customer or other sources, and any material limitations affecting use of the results.
3. SERVICE LEVEL AGREEMENT (SLA) AND SUPPORT
3.1 Availability. TrueComp will use commercially reasonable efforts to make the Software Services available 24
hours a day, 7 days a week, with a monthly uptime percentage of at least 99%, excluding scheduled maintenance.
3.2 Maintenance. TrueComp will provide at least 48 hours' notice for scheduled maintenance, which will typically
be performed during non-business hours.
3.3 Support. TrueComp will provide standard technical support during business hours: 8:00 AM to 6:00 PM
(Central Standard Time), Monday through Friday, excluding holidays.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 Restrictions. Client will not, directly or indirectly:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code,
underlying structure, ideas, know-how, or algorithms relevant to the Software Services, or any software,
documentation, or data related to or used to provide the Software Services;
(b) modify, translate, or create derivative works based on the Software Services;
(c) use the Software Services for timesharing, service bureau, or outsourcing purposes, or otherwise make the
Software Services available to any third party other than Authorized Users;
(d) remove, alter, or obscure any proprietary notices, labels, or markings on or within the Software Services; or
(e) export or re-export, either directly or indirectly, the Software Services or any component thereof in violation of
the export control laws and regulations of the United States or any other applicable jurisdiction.
4.2 Client Responsibilities. Client shall be responsible for: (a) obtaining and maintaining any hardware, software,
and ancillary services necessary to access and use the Software Services (collectively, "Equipment"); (b)
maintaining the security of the Equipment, Client account, and all associated credentials, including administrative
and Authorized User passwords and files; and (c) all activity occurring under Client's account. Client shall
promptly notify TrueComp of any unauthorized access to or use of Client's account.
4.3 Suspension and Disablement. TrueComp may suspend access to the Software Services, or remove or disable
any Authorized User's account , if:
(a) TrueComp reasonably believes that a material violation of this Agreement has occurred and such violation has
not been remediated within forty-eight (48) hours following written notice from TrueComp specifying the
nature of the violation; or
(b) Suspension is necessary to address a security vulnerability that TrueComp has discovered or reasonably
suspects poses a risk to the Software Services, Client Data, or third parties.
4.4 Suspension Notice. Except in the case of Section 4.3(b), TrueComp will provide Client with no less than forty-
eight (48) hours prior written notice before implementing any suspension or disablement.
4.5 Billing Disputes. TrueComp shall not suspend Client's access to the Software Services solely due to a good-faith
and timely dispute regarding fees asserted in accordance with Section 6.2.
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5. CLIENT OBLIGATIONS
5.1 Responsibilities. Client is responsible for (a) ensuring its Authorized Users comply with this Agreement; (b) the
accuracy and legality of Client Data; and (c) using reasonable efforts to prevent unauthorized access to the
Software Services.
5.2 Cooperation. Client will provide TrueComp with reasonable access to Client's personnel, systems and
Equipment as necessary for TrueComp to perform the Services.
6. FEES AND PAYMENT
6.1 Fees. Client will pay the fees specified in the Order. Unless otherwise stated in the Order, fees are based on
Services purchased or provided and not actual usage.
6.2 Invoicing. Fees for Software Services will be invoiced annually in advance. Fee for Professional Services shall
be invoiced as provided for in the Order. Software Services are non-cancelable, and fees paid are non-
refundable. Client shall notify TrueComp in writing of any disputed amounts within ten (10) days from the
invoice date, specifying in reasonable detail the basis for the dispute and failure to do so shall be deemed a
waiver of any right to thereafter dispute such invoice. Client shall timely pay all undisputed portions of any
invoice in accordance with this Agreement.
6.3 Payment Terms. All amounts invoiced are due and payable within thirty (30) days from the invoice date. Unpaid
invoices are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is
lower, plus all collection expenses.
6.4 Taxes. Fees do not include any taxes, levies, duties, or similar governmental assessments. Client is responsible
for paying all taxes associated with its purchases hereunder, excluding taxes based on TrueComp's net income.
6.5 Fee Adjustments. At least sixty (60) days prior to the expiration of the then-current term, TrueComp shall have
the right, upon written notice to Client, to adjust the fees for the Software Services to be effective as of the
commencement of the next renewal term. Such adjusted fees shall be binding unless Client elects to terminate
this Agreement in accordance with Section 10.1.
7. WARRANTIES AND DISCLAIMER
7.1 Limited Warranty. TrueComp warrants that the Software Services will perform materially in accordance with
the Documentation. TrueComp warrants for a period of 90 days following the completion of a Professional
Service that the Professional Services were performed with a reasonable level of care and skill and the
requirements of the Agreement and the Order. If Client reports a material non-conformity within five (5) days of
discovery, TrueComp will correct the non-conformity at no additional charge. If TrueComp is unable to correct
the material non-conformity within thirty (30) days from said notice, Client may terminate the applicable Order
and receive a pro-rata refund of prepaid fees. This Section 7.1 sets forth Client's exclusive warranties and
remedies (and TrueComp's sole liability) in connection with the non-performance or non-conformity of the
Services.
7.2 Third-Party Items. Certain commercial third-party software products, hardware products, and services ("Third-
Party Items") are contained in or used to deliver the Software Service. Client accepts these Third-Party Supplier
Terms by using the Software Service. Third-Party Items are provided to Client "AS IS" and TrueComp makes no
warranties and will have no liability for Third-Party Items whatsoever.
7.3 No Other Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TRUECOMP MAKES NO OTHER
WARRANTY OF ANY KIND RELATED TO THE SERVICES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE INCLUDING THE WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, TRUECOMP DOES NOT WARRANT THAT ANY SERVICES WILL MEET CLIENT'S
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REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION OR ERROR. EACH PARTY DISCLAIMS
ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED
BY ANY THIRD-PARTY HOSTING PROVIDERS.
8. INDEMNIFICATION
8.1 By TrueComp. TrueComp will defend Client against any claim, demand, suit, or proceeding made or brought
against Client by a third party alleging that the use of the Software Services infringes or misappropriates such
third party's intellectual property rights, and will indemnify Client from any damages, attorney fees, and costs
finally awarded against Client as a result of such claim. The foregoing obligations do not apply with respect to
portions or components of the Services (a) not supplied by TrueComp, (b) made in whole or in part in accordance
with Client's specifications, (c) that are modified after delivery by TrueComp, (d) combined with other products,
processes or materials where the alleged infringement relates to such combination, (e) where Client continues
allegedly infringing activity after being notified thereof or after being informed of modifications that would have
avoided the alleged infringement, or (f) where Client's use of the Service is not strictly in accordance with this
Agreement.
8.2 By Client. Client will defend TrueComp against any claim, demand, suit, or proceeding made or brought against
TrueComp by a third party alleging that Client Data infringes or misappropriates such third party's intellectual
property rights or violates applicable law, and will indemnify TrueComp from any damages, attorney fees, and
costs finally awarded against TrueComp as a result of such claim.
9. CONFIDENTIALITY, DATA SECURITY, AND PROPRIETARY RIGHTS
9.1 Confidential Information. Each party agrees to protect the other party's Confidential Information with the same
degree of care that it uses to protect its own confidential information of like kind, but in no event less than
reasonable care.
9.2 Compelled Disclosure. The receiving party may disclose Confidential Information of the disclosing party to the
extent compelled by law to do so, provided the receiving party gives the disclosing party prior notice of the
compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if
the disclosing party wishes to contest the disclosure.
9.3 Data Security and Privacy. TrueComp shall maintain a comprehensive information security program that
includes appropriate administrative, technical, and physical safeguards reasonably designed to protect the
security, confidentiality, and integrity of Client Data. Such safeguards shall include, but not be limited to,
encryption of Client Data in transit and at rest. In the event of any unauthorized access to or disclosure of Client
Data ("Security Breach"), TrueComp shall notify Client within seventy-two (72) hours of becoming aware of
such Security Breach and shall comply with all applicable data privacy laws and regulations.
9.4 Proprietary Rights. Client owns and retains ownership of the Client Data and all intellectual property rights
related thereto. TrueComp owns and retains ownership of: (a) the Software Services, and all improvements,
enhancements or modifications made or suggested by any party; (b) the Usage Data, and any feedback or
suggestions provided by Client or Authorized Users regarding the Services; (c) any software, applications,
inventions or other technology developed by TrueComp in connection with providing the Services hereunder and
(d) all intellectual property rights related to the foregoing.
10. TERM AND TERMINATION
10.1 Term. This Agreement commences on the Effective Date and will continue for an initial term of twelve (12)
months unless a different Subscription Term is specified in the Order, in which case such Subscription Term
shall apply. This Agreement shall automatically renew for additional terms of twelve (12) months unless a party
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provides notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then
current term.
10.2 Termination for Cause. A party may terminate this Agreement for cause (a) upon 30 days written notice to the
other party of a breach of any terms of this Agreement if such breach remains uncured at the expiration of such
period except that any payment breach must be cured within ten (10) days from its original due date, or (b) if the
other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation, or assignment for the benefit of creditors.
10.3 Effect of Termination. Upon termination, Client shall cease all use of the Software Services, and TrueComp
shall cease providing the Services. Client will pay for all Services provided up to the effective date of
termination.
10.4 Survival. Any provisions of this Agreement or Order that must survive in order to be operable, or that are
necessary to interpret the parties' rights and obligations, will survive expiration or termination of this Agreement.
11. MISCELLANEOUS
11.1 Assignment. Client may not assign or license any of its rights or obligations hereunder, whether by operation of
law or otherwise, without the prior written consent of TrueComp (not to be unreasonably withheld). TrueComp
may assign this agreement upon written notice to Client.
11.2 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
11.3 Publicity. TrueComp may use Client's name and logo in its marketing materials and customer lists, provided
that Client, as a government entity, may be subject to additional restrictions under applicable public records
laws and shall not be required to approve any press release that conflicts with such obligations.
11.4 Entire Agreement. This Agreement and the Order constitute the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning
its subject matter. In the event of any inconsistency between this Agreement and the Order, the terms of this
Agreement shall control.
11.5 Amendment. No modification, amendment, or waiver of any provision of this Agreement shall be effective
unless in writing and signed by the party against whom the modification, amendment, or waiver is to be
asserted.
11.6 Limitations. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ORDER TO THE
CONTRARY NEITHER TRUECOMP NOR ITS AFFILIATES, REPRESENTATIVES AND SUPPLIERS,
WILL BE LIABLE TO CLIENT UNDER THIS AGREEMENT FOR (A) INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR (B) LOSS OF USE,
DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT),
EVEN IF TRUECOMP KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE
POSSIBLE, EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF THE
TYPE OF ACTION OR THEORY OF LIABILITY. TOTAL LIABILITY. TRUECOMP'S AGGREGATE
LIABILITY FOR ANY BREACH OR OTHER CLAIM UNDER THIS AGREEMENT WILL NOT EXCEED
THE FEES PAID BY CLIENT TO TRUECOMP DURING THE TWELVE (12) MONTHS PRIOR TO THE
EVENT GIVING RISE TO LIABILITY.
11.7 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a
waiver of that right.
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11.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to its conflict of law principles.
11.9 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a)
personal delivery; (b) the second business day after mailing to the addresses set forth on the first page of this
Agreement; or (c) the first business day after sending by email to the email addresses set forth on the signature
page of this Agreement with a confirmation receipt that such email was delivered to the recipient.
11.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall be deemed to be one and the same agreement.
11.11 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this
Agreement.
11.12 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement
(other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays
are proximately caused by acts of God, government restrictions, war, terrorism, pandemics, or other causes
beyond reasonable control and without the fault or negligence of the party experiencing such delay.
11.13 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall
remain in effect.
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Schedule A
Order Form
Customer Name:
City of Gilroy
Subscription Start Date:
10/01/2026
Billing Address:
7351 Rosanna Street, Gilroy, CA 95020
Subscription End Date: 09/30/2028
Billing Email:
Cindy.Murphy@cityofgilroy.orgCA
Initial Term: 24 months
PO: Account Executive: Tony Hsu tony@truecomp.com
Payment Terms: Net 30 Offer Valid Until: 09/30/2026
Software and Actuarial Services:
Quantity Description Commercial List Price Customer Price
1 TrueComp Labor Costing Software
2-Year Subscription $ 22,500.00/yr Year 1: $5,775
Year 2: $7,500
1 GASB 75 Full Valuation Report $8,000 Year 1: $8,000
Year 2: --
1 GASB 75 Roll-Forward Valuation Report $4,000 Year 1: --
Year 2: $4,000
1 GASB 68 Report $2,000 Year 1: $2,000
Year 2: $2,000
Additional Terms:
Prices shown above are subject to adjustment in accordance with the Agreement.
Prices shown above do not include any applicable taxes. Any such taxes are the Client's responsibility. Any applicable taxes
will be determined based on the laws and regulations of the taxing authority(ies) governing the Billing Address provided by
Client on this Order Form.
Actuarial Delivery
Company will deliver each Deliverable identified in the applicable Order Form by the applicable delivery date, or within a
mutually agreed timeline. Company will use commercially reasonable efforts to meet all delivery deadlines, subject to
timely receipt of complete and accurate Customer Data.
GASB 75 Full Valuation Reports are produced in even-numbered years; GASB 75 Roll Forward Reports are produced in
odd-numbered years, unless otherwise agreed by the parties.
Actuarial Disclaimer
All actuarial reports prepared under this Agreement are intended for use by Customer and its independent auditors in
connection with Customer’s financial reporting obligations. Actuarial estimates and projections are based on assumptions
that may differ from actual future experience. Because actuarial results depend on the data, assumptions, methods, and
purpose of the measurement, results may differ from those produced by other actuaries or under other methods.
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City of Gilroy GovInvest, Inc. d.b.a TrueComp
Name Name Harold Westervelt
Title Title Chief Executive Officer
Signature Signature
Date Date
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Finance Director
7/23/2026
Cindy Murphy
7/24/2026