TruePoint Professional Services Terms CONFIDENTI AL
TRUEPOINT SOLUTIONS MANAGED SERVICES TERMS
Published: n/a
Please read these Managed Services Terms (these “ Terms ”) carefully. These Terms, the policies referenced herein, and all Statements of Work (as defined below) issued in hereunder (collectively, the “ Agreement ”) is between TruePoint Solutions (“ TruePoint ”) and the entity identified in a Statement of Work (“ Client ”). The Agreement is effective as of the effective date listed in the first Statement of Work and governs Clie nt’s use of TruePoint ’s services as described in the applicable Statement of Work (“ Services ”).
CHANGES TO TERMS. TruePoint may make modifications, deletions, and additions to these Terms or any policy referenced in these Terms (“ Changes ”) from time to time. Changes will be posted here o r at the applicable policy site. Client should regularly check for the most recent version of these Terms and its policies and save the most up-to-date version of these Terms and its policies in Client’s files. When Changes are made, TruePoint will indicate the effective date of such changes at the top of these Terms or the applicable policy site. If Client continues to use the Services after the effective date of any Changes, then Client agrees to the revised terms and conditions. It is Client’s responsibility to regularly review these Terms.
No terms contained in any purchase order or ordering document or other written communication from Client or its agent will in any way modify the Agreement, any such terms being expressly disclaimed by TruePoint .
1. Managed Services.
1.1 Scope of Services. Subject to the Agreement, TruePoint is hereby reta ined by Client to provide the managed services (“ Services ”) specified in one or more statements of work (eac h a “ Statement of Work ”). To be valid, a Statement of Work must be signed by all parties. Client may, but is not obligated to, engage TruePoint to perform additional service s upon applicable terms and conditions for such additional services.
1.2 Performance Standard and Warranty. TruePoint will cooperate with Client and Client’s staff in the performance of the Services. TruePoint warrants and represents that the Services will be performed in a professional and timely manner. Client must re port any deficiencies in the Services to TruePoint in writing within twenty (20) days after such Services are performed to receive the warranty remedy.
Client’s sole and exclusive remedy and TruePoint ’s entire liability for breach of this warranty will be re- performance of the deficient Services. If, for any reason, TruePoint is unable or fails to correct su ch deficiencies, Client may terminate its agreement wi th TruePoint as provided in Section 4.2. TruePoint will bear no liability or otherwise be responsible for delays in the provision of Services, or any por tions thereof, occasioned by Client’s failure to timely complete a task or adhere to its own schedule.
1.3 Nature of Services. Client will retain perpetual, transferable, royalty free rights to all documents and written materials specific to Client (“ Written Work ”) that are produced by TruePoint in connection with the Services. For the avoidance of doubt, (i) Written Work is not work made for hire (as defined in Section 101 of the U.S. Copyright Act, Title 17 of the U.S. Code) and nothing in the foregoing grants to Client any rights in or to TruePoint ’s know how re lated to Written Work; and (ii) Client does not und er acquire any rights in or to any software, documenta tion, tools, techniques, methodologies, or other materials (including derivatives of any of the foregoing, collectively “ Proprietary Materials ”) which has not been created as part of the Services and which is p roprietary to TruePoint . Proprietary Materials
TruePoint Professional Services Terms CONFIDENTI AL
(including all Intellectual Property Rights therein) will be and remain the sole and exclusive propert y of TruePoint . As used herein, “ 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, derivatives thereof as well as other forms of protection of a similar nature.
1.4 Client Obligations. Client agrees to provide TruePoint with all inform ation, materials, rights of access and licensed as required for TruePoint to p erform Services hereunder (collectively, “ Client Materials ”) as well as access to Client’s key stakeholders w ho are empowered to make decisions concerning the Services and future development work . Client acknowledges that TruePoint ’s performance of the Services is contingent upon: (a) timely delivery of Client Materials; and (b) availability of Client’s key stakeholders. Client agrees that any reasonable scheduling or financial impact caused by Client’s failure to deliver Client Materials on tim e or make key stakeholders available to TruePoint will be treated as a Change Request and subject to Section 1.5.
2. Compensation and Payment.
2.1 Fees and Expenses. For the Services provided by TruePoint hereunder, TruePoint will be compensated in accordance with the schedule and at the rates listed in the applicable Statement of Work. Compensation will include reimbursement for a ny reasonable and necessary travel, living, and out-of-pocket expenses incurred by TruePoint in pr oviding the Services, when travel is required to provide the Services. TruePoint will obtain Client ’s prior written approval for billable travel prior to incurring any expense for such travel.
2.2 Payment. Unless otherwise agreed by TruePoint in writing, TruePoint will invoice Client annually.
Client’s payment terms will be in U.S. Dollars and paid in full within thirty (30) days after the invoice date.
2.3 Overdue Invoices. In addition to any other remedy available to TruePo int for late payments, Client will be obligated to pay TruePoint 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 Client elects to discon tinue the Services and does not pay the outstanding fees and charges in full within ninety (90) days of such election, Client will continue to be charged interest until the balance is paid in full. Client will be responsible for any costs, including attorney’s fees, incurred by TruePoint in collecting any past due amounts.
2.4 Disputed Charges. Client may not withhold payment of any invoice base d on any dispute other than based on clear error on the face of the invoic e, such as a calculation error. Payment by Client w ill not preclude Client from questioning any charges th at Client believes are improper or incorrect, withi n twenty (20) days after the invoice date. If Client disputes any charge on a given invoice, Client will pay all non-disputed charges and document the disputed charges in writing to TruePoint . Client will notif y TruePoint in writing, no later than twenty (2) day s after the invoice date, of any questions or issue s relating to items billed on an invoice or all fees and charges will stand.
2.5 Taxes. Client agrees to be responsible for paying all dire ct or indirect federal, state, municipal or other governmental excise, sales, or similar taxes, that now or in the future may be imposed on Client , together with any penalties, interest or any additions thereto associated with the Services hereunder or arising because of or in connection with transactions related to the Agreement, other than taxes related to TruePoint ’s net income or property.
TruePoint Professional Services Terms CONFIDENTI AL
3. Term and Termination.
3.1 Term. The Agreement will begin on the Effective Date and will remain in full force and effect until the expiration of the term of all Services as stated in all Statement(s) of Work, unless earlier terminated as provided in these Terms.
3.2 Termination. The Agreement may be terminated by either party, at any time, with or without cause, upon 30 days written notice from one to the other.
4. Confidentiality.
4.1 Confidential Information. Under the Agreement, “ Confidential Information ” refers to any and all information of TruePoint or Client (as applica ble, “Disclosing Party ”) that has been disclosed to the other Party (“ Receiving Party ”), which is designated in writing as confidential, proprietary, or secret or under the context of its disclosure ought to reason ably be considered as confidential. Confidential Information includes, but is not limited to, all information concerning a Party’s existing business, business systems, business plans and information systems, trade secrets, prices, and pricing information.
4.2 Use of Confidential Information. Quarter and Client will each comply with all laws a nd regulations that apply to use, transmission, storag e, disclosure, or destruction of Confidential Information. TruePoint and Client each agree to ho ld the other’s Confidential Information in strict confidence. Client agrees not to use TruePoint ’s C onfidential Information in any way, except as expressly permitted by or required to achieve the purposes of the Services, and TruePoint agrees to use Client’s Confidential Information solely for the purpose of performing the Services. TruePoint and Client agree to use all reasonable efforts to protect unau thorized use or distribution of Confidential Information and the Receiving Party agrees to use at least the same degree of care to prevent disclosing to third parties the Confidential Information of the Disclosing Party as the Disclosing Party uses to protect its own Confidential Information. The Receiving Par ty further agrees not to disclose or permit any third party access to the Disclosing Party’s Confidential Information, except such disclosure or access will be permitted to perform the Services. Each Party agree s to ensure that its employees, agents, representatives, and contractors are advised of the confidential nature of the Confidential Informatio n and are precluded from taking any action prohibited under the Agreement.
4.3 Limitation of Use. Confidential Information will not include informati on of the Disclosing Party which: (i) is publicly available as of the Effectiv e Date or becomes publicly available thereafter thr ough no fault of the Receiving Party; (ii) the Receiving Party rightfully possessed before it received such information from the Disclosing Party; (iii) is sub sequently furnished to the Receiving Party by a thi rd party without restrictions on disclosure; or (iv) i s required to be disclosed by law, provided that th e Receiving Party will promptly notify the Disclosing Party and cooperate, at the Disclosing Party’s expense, to permit the Disclosing Party to seek appropriate protective orders from the issuing court of government authority limiting disclosure or use of the Confidential Information.
4.4 Ownership of Confidential Information. Except as explicitly stated in these Terms, Receiving Party is granted no license or conveyance of Disclosing P arty’s Confidential Information or any Intellectual Property Rights therein. Title to the Disclosing Pa rty’s Confidential Information will remain solely w ith the Disclosing Party.
4.5 Destruction of Confidential Information. Upon the expiration or termination of the Agreement , each Party will, upon request of the other Party, destroy all Confidential Information of the other Party.
The Receiving Party will certify such destruction to the Disclosing Party within thirty (30) days following request for such certification.
TruePoint Professional Services Terms CONFIDENTI AL
4.6 Remedies. TruePoint and Client agree that any unauthorized u se or disclosure by the Receiving Party of the Disclosing Party’s Confidential Inform ation in a manner inconsistent with the Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, if the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, t he Disclosing Party will have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts.
5. Limitations of Liability; Damages Waiver.
5.1 Limitation of Liability. TruePoint agrees to take all necessary precautions to prevent injury to any persons or damage to any property during the term of the Agreement. Client agrees the liability of TruePoint , if any, on any claim for damages arisin g out of the Agreement will be limited to direct damages and will not exceed the amount which has be en paid to TruePoint by Client under the applicable Statement of Work for the twelve (12) mo nth period preceding the date on which the claim is based.
5.2 Damages Waiver. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CO NTRARY,
TRUEPOINT WILL NOT BE LIABLE TO CLIENT FOR CONSEQU ENTIAL DAMAGES AND TRUEPOINT WILL HAVE NO LIABILITY WHATSOEVER RESULTING FROM ANY LEGAL CLAIMS AGAINST CLIENT. IN NO EVENT
SHALL TRUEPOINT BE LIABLE TO CLIENT OR ITS OFFICER S, DIRECTORS, EMPLOYEES AND AGENTS FOR
LOSS OR DAMAGE ARISING OUT OF THE AGREEMENT, LOST P ROFITS, 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 CONNE CTION WITH THE USE OR PERFORMANCE
OF, OR ANY FAILURE OR DELAY IN PROVIDING THE SERVIC ES, HOWEVER CAUSED, EVEN IF TRUEPOINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Disclaimer. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE AGREEMENT ARE TRUEPOINT 'S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. TO THE FULLEST EXTENT PERMITTED
BY LAW, TRUEPOINT 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 OR FITNESS FOR A PARTICULAR PURPOSE.
7. General.
7.1 Governing Law, Jurisdiction and Venue. The Agreement and any related actions will be governed by laws of the state of California, without regard to the choice or conflicts of law provisions of any jurisdiction. All disputes, claims, or actions (whether in contract, tort, or other legal theory) arising under, out of, or in any way connected with the Agreement will be subject to the exclusive jurisdiction of th e state and federal courts s located in the Northern District of California and Client waives any object ion to jurisdiction and venue in such courts. Client consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the approp riateness of such forums, whether based on the doctrine of forum non conveniens or otherwise.
7.2 Independent Contractor. TruePoint will determine the method, details, and means of performing the Services. At its own expense, TruePoint may use employees or contractors to perform the Services.
TruePoint and Client understand and intend that TruePoint will perform the Services as an independent
TruePoint Professional Services Terms CONFIDENTI AL
contractor and not as an employee of Client. Nothin g in the Agreement or any Statement of Work will be deemed to create an agency, partnership, or joint venture.
7.3 Assignment. Client may not be assign its rights or obligations under the Agreement without the prior written consent of TruePoint ; however, the A greement may be assigned without TruePoint ’s consent to Client’s (a) parent or subsidiary; (b) acquirer of its assets or equity or (c) successor by merger.
Any purported assignment in violation of this section will be void.
7.4 Force Majeure. If TruePoint fails to perform its obligations beca use of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obta in labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes , except financial, beyond TruePoint ’s reasonable control, then TruePoint ’s performance will be excused for a period equal to the period of the cause for f ailure to perform as long as TruePoint gives Clien t notice within thirty (30) calendar days after the event causing the failure.
7.5 Severability. If any provision of the Agreement is declared or fo und to be prohibited, unenforceable or void, TruePoint will either issue a substitute provision that is valid, binding, and enforceable that is as nearly as possible consistent with the intentions underlying the original provision or strike the original provision. If the remainder of the Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder will be enforced to the extent permitted by law.
7.6 Entire Agreement. The Agreement compromises the entire agreement betw een Client and TruePoint and supersedes all prior or contemporane ous negotiations, discussions, or agreements, whether written or oral, regarding the subject matter hereof.
7.7 Notice. TruePoint may give notice by means of publishing C hanges as described above or by sending an electronic mail to Client's e-mail addre ss on record. It is Client’s responsibility to keep its email address up to date for any notices that TruePoint may send to time to time Any notice to be given by Client will be deemed to have been duly given if in writing and delivered personally or mailed by first- class, registered, or certified mail, postage prepa id and addressed to TruePoint Solutions, 3262 Penry n Road, Loomis, CA 95650
7.8 Waiver. No delay or failure by TruePoint to exercise any right or power under the Agreement will constitute a waiver of that right. A waiver by True Point or breach of any of the covenants, condition s, or agreements to be performed by Client will not be construed to be a waiver of any succeeding breach or of any other covenant, condition, or agreement. No change, waiver, or discharge will be valid unless in writing and signed by TruePoint .
TruePoint Managed Services Statement of Work CONF IDENTIAL
TRUEPOINT MANAGED SERVICES – Exhibit A
This exhibit is bound by the terms of the “TRUEPOINT MANAGED SERVICES TERMS” and describes the specific level of managed services that will be provided to the Client.
1. Managed Services.
1.1 Tier 2/3. TruePoint will provide remote Tier 2/3 support to Client administrators only and provide incident, problem, task, and question resolution se rvices. Administrators with permission to request support shall not exceed 5 named users. Client can add or remove named Administrators should staffing change on Client side.
2. Service Level Agreements.
2.1 Covered Items. TruePoint will work to provide resourcing to meet timelines established for ticket resolution based on the severity of ticketing and type of ticketing. TruePoint will support all components of the approved in use production configuration of the Accela Civic Platform SaaS solution.
2.2 Types. The type of ticket is the initial determination on how a ticket will be processed and SLA assigned.
• Incident and Problem. These types of tickets are worked with the highest priority and are items that were working and are now broken or causing business disruptions. • Tasks. These types of tickets are worked with second high est priority and are minor enhancement tasks or modifications to the supported configuration.
Enhancements in the scope of Managed Services are estimated as low to moderate complexity tasks that can be completed by a single person and meet the following requirements.
• Task submitted must include clear requirements and acceptance criteria.
• Task must be single discipline items (ex. System Configuration, ACA Configuration, Report, or EMSE Script).
• Task submitted must be possible to complete in the system at time of submittal and not depend on another open task or pending feature. As an example, you may submit a request fo r a configuration change, then after configuration is c omplete and in production you may submit a new task for a report o n the new configuration. You may not submit both tasks concur rently as the report would not be possible until the task for con figuration is completed.
• Questions. These types of tickets are general questions about the Accela Civic Platform Solution and will be completed as availability.
2.3 Classification. The type of ticket is the initial determination on how a ticket will be processed and SLA assigned.
• Urgent. This classification is for ticket items and is res erved for Incident and Problem types only and indicates that business is severely affected or cannot continue. (ex.
A workflow is broken and cannot issue a building permit).
TruePoint Managed Services Statement of Work CONF IDENTIAL
• High. This classification is for ticket items that are time sensitive in nature and should be completed by the next Standard Release. (ex. A fee schedule change that goes into immediate effect).
• Normal. This classification is used for the bulk of ticket s and is for normal requests for support or changes to the system. (ex. Add a new wo rkflow task for Police Department review).
• Low. This classification is used for non-time sensitive tasks, that can be completed as staffing time permits. (ex. Disable right of way permit that is no longer used in the system.)
2.4 Response and Resolution Times. The following response and resolution times will be used. In the event request exceed capacity the follow priority for resolution will be First Classification, then Incidents and Problems, Task, and Questions.
• Urgent. Initial Response two (2) hours, Estimation Respons e four (4) hours, Resolution one (1) business day. Eligible for Emergency Hotfix Release. • High. Initial Response four (4) hours, Estimation Respon se eight (8) hours, Resolution five (5) business days. Eligible for Emergency Hotfix Release. • Normal. Initial Response one (1) business day, Estimation Response two (2) business days, Resolution ten (10) business days. Release during next standard release after resolution.
• Low. Initial Response two (2) business days, Estimation Response four (4) business days, Resolution twenty (20) business days. Release durin g next standard release after resolution.
3. Requesting Support.
3.1 Web. (Preferred) TruePoint shall provide access to an online portal https://help.grayquarter.com that allows Client to submit and classify tickets. This is the preferred method of support request by TruePoint as it allows for accurate classification of tickets and SLA tracking.
3.2 Phone. TruePoint shall provide access to a monitored phone line 1-805-819-5820 during normal business hours.
3.3 Email. TruePoint will create tickets and follow up via e mail when submitted to [email protected]. Email initiated tickets will be initially processed as normal priority.
4. Release Support.
4.1 Standard Release. TruePoint will establish a standard release schedul e which will be used to promote all approved configuration to production. ( ex. First Thursday of every month). During this release window all approved configurations will be promoted from non-production environments into production.
4.2 Emergency Release. TruePoint will assist customers with up to one (1) emergency release per quarter. Only Urgent severity tickets will qualify for emergency release consideration.
4.3 Active Implementations. Any challenges stemming from an active implementa tion must be vetted by Client Tier 1 staff before being assigned to Tier 2 Managed Services.
5. Business Hours.
TruePoint Managed Services Statement of Work CONF IDENTIAL
5.1 Standard. TruePoint shall provide staffing between the hours of 7:30 AM and 5 PM Pacific Time.
5.2 After Hours Support. TruePoint shall provide one after-hours session pe r month for the purpose of deploying Standard Releases into the production environment. TruePoint will provide one after-hours emergency hotfix release into a production environment depending on staff availability.
5.3 Holiday. TruePoint staff observe the following 10 holidays. A calendar can be provided for specific dates on an as needed basis.
• New Years’ Day
• Washington’s Birthday
• Memorial Day
• Independence Day
• Labor Day
• Indigenous People/Columbus Day
• Veterans Day
• Thanksgiving Day
• Day After Thanksgiving
• Christmas Day
6. System Access.
6.1 Accela Civic Platform Solution. Client will provide named user with admin level acc ess to TruePoint for the purpose of supporting the environment.
6.2 Reporting Database. Client will provide TruePoint with Accela Civic Pl atform reporting access if necessary. Client agrees that support tickets dependent on database copies may be delayed due to time required to back up and restore databases.
6.3 Reporting Files. Client will provide TruePoint with access to the repository or the latest copy of all SSRS and/or Crystal Report files that are in use with Accela Civic Platform.
6.4 EMSE Scripting. Client will provide TruePoint access to any existing EMSE Scripting repositories. If no script repository exists, Client agrees that Tru ePoint may create its own script repository and lin k it to Client Accela Civic Platform environment for the purpose of providing support.
7. Governance.
7.1 Monthly Meeting. TruePoint will participate in a monthly remote meet ing with Client stake holders to review performance of TruePoint Managed Services, discuss problem tickets, discuss upcoming Accela Civic Platform related releases, and align with Client initiatives.
8. Compensation and Payment.
8.1 See Exhibit B
9. Term.
9.1 Term. The initial term for Managed Services shall begin on Month/Day/Year and end on Month/Day/Year
TruePoint Managed Services Statement of Work CONF IDENTIAL
9.2 Renewal. At the end of current term the Client shall have the option to renew at existing rate plus no more than 7% increase per year tied to CPI.
GovPath is a DBA of TruePoint Solutions, LLC
TruePoint Solutions, LLC
950 East State Highway 114, Suite 105
Southlake
T exas
United States 76092
[email protected]
Quote
Valid Until: Aug 1, 2026
Quote Number: 6401714000012371146
BILL TO:
San Bernardino, CA
CA
SHIP TO:
San Bernardino, CA
CA
S.No.Product Details QuantityList Price Total
1 SideKick+
T erm: 07/01/2026 to 12/31/2027
1 $ 180,000.00$ 180,000.00
Sub T otal
Discount
$ 180,000.00
$ 0.00
T ax $ 0.00
Adjustment $ 0.00
Grand Total$ 180,000.00
Terms and Conditions
Account Name: San Bernardino, CA Quote Stage: Draft
Contact Name: Gabriel Elliot