AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
IGM TECHNOLOGY CORPORATION
This Amendment No. 1 to the professional services agreement (“Amendment No. 1”) is made and entered into as of [______], 2026 (“Effective Date”), by and between the City of San Bernardino (a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardin o, California 92401) (“City”) and IGM Technology Corporation (a corporation with its principal place of business at 4454 King Street West, Toronto, Ontario M5V 1K4 ) (“Consultant”). City and Consultant are sometimes referred to herein individually as a “Party” and collectively as “Parties”.
RECITALS
A. The Parties entered into an agreement dated February 10, 2025 (“Agreement”), for Gravity implementation budget software services (“Services”) with a term through January 14, 2026, and a not -to-exceed (“NTE”) amount of eighty-seven thousand one hundred dollars ($87,100); and
B. Consultant continued to provide Services into the subsequent annual period (January 15, 2026 to January 14, 2027), and has submitted Invoice # INV -2309 in the aggregate amount of ninety -thousand, one hundred forty -nine dollars ($90,149) dated January 20, 2026, for such Services; and
C. The Agreement as originally executed included a multi -year pricing structure and scope of services, and the P arties desire to align the Agreement wi th that full intended structure; and
D. The Parties now desire to amend the Agreement to establish a five (5)-year term and NTE compensation consistent with the full scope of services; and E. The Parties acknowledge that certain implementation and project activities remain ongoing under the Agreement and desire to continue their collaboration to complete such activities in accordance with the Agreement and any mutually agreed project plans and schedules; and further acknowledge that successful completion of such activities requires timely cooperation, responsiveness, and performance by both Parties; and
F. Consultant has outstanding obligations, including delivery and finalization of the following Statements of Work (“SOW”) (Power BI Dashboards and Financial Engagement SOWs) and related deliverables; and
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G. The Parties desire to amend the Agreement to align the Agreement with the originally contemplated multi-year term, pricing structure, and scope of services; and H. The total contract amount as amended herein exceeds the Ci ty Manager’s approval authority; and therefore requires approval by the Mayor and City Council (“Council”) pursuant to the City Charter, Municipal Code, and Purchasing Policy.
NOW, THEREFORE, the Parties mutually agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals listed above are true and correct, and are hereby incorporated herein by this reference.
2. Amendment. The Agreement is hereby amended as follows:
a. Services. Section 2 is revised as follows:
(1) A new subsection 2.a is added to read as follows: “ Project Cooperation. Consultant shall continue to perform the Services in a professional and workmanlike manner consistent with the standard of care set forth in the Agreement. The Parties shall cooperate in good faith to complete any remaining implementation activities, deliverables, and project tasks in accordance with mutually agreed project plans, schedules, and dependencies. Any project timelines shall be subject to the Parties' mutual cooperation, timely provision of required information, feedback, ap provals, and resource availability.
Consultant shall respond to City written communications regarding ongoing implementation activities and support matters within three (3) business days unless a shorter response period is reasonably required due to operational necessity. Nothing herein shall modify the response times set forth in Exhibit C (Support Terms), except to the extent this subsection imposes additional communication obligations regarding ongoing implementation activities.” (2) A new subsection 2.b is added to read as follows:
“Remediation Obligations . Consultant shall (at no additional cost to City) correct deficiencies in Services, deliverables, configurations, reports, or implementation activities to the extent such deficiencies are attributable to Consultant’s acts, omissions, or failure to perform in accordance with the Agreement. Nothing herein requires Consultant to perform work outside the scope of the Agreement or any mutually agreed SOW.” b. Compensation. Section 4.b is revised by replacing the NTE sum of “eighty-seven thousand, one hundred dollars ($87,100)” with the NTE sum of “ four hundred sixty-seven thousand, seventy-one dollars ($467,071)”. c. Term. Section 6 is revised by replacing the date “January 14, 2026” with the date “January 14, 2030”.
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d. Termination or Abandonment. Section 21 is revised by adding a new subsection 21.c to read as follows: “Upon expiration or termination of the Agreement, Consultant shall provide commercially reasonable cooperation to facilitate the orderly transition of Customer Data maintained within the Services. Such cooperation shall include provision of available data exports, configurations, reports, and documentation maintained within the Services. Any transition assistance requested by City beyond Consultant's standard data export and off -boarding processes shall be provided at Consultant's then-current professional services rates unless the termination resulted from Consultant's material breach of the Agreement.”
e. Exhibit A. Exhibit A is rev ised by deleting “Order Form #O -05422- 2025” in its entirety and replacing it with “Order Form #O-05422-2025-1”, attached hereto and incorporated herein by reference.
f. SOW/Outstanding Deliverables . The Parties acknowledge that certain project activities and deliverables may remain in progress as of the Effective Date.
The Parties agree to work collaboratively and in good faith to finalize mutually agreeable SOWs and complete remaining deliverables in accordance with mutually agreed project schedules. The Parties shall use commercially reasonable efforts to finalize the Power BI Dashboards and Financial Engagement SOWs within thirty (30) days following the Effective Date. The Parties acknowledge that completion of such SOWs remains subject to mutual agreement regarding scope, schedule, and implementation requirements. If the Parties are unable to finalize such SOWs within such period, they shall continue to negotiate in good faith toward completion thereof.
3. Compliance with City Procurement Requirements . The P arties acknowledge and agree that this Amendment No. 1 constitutes a single, integrated multi- year contract approved by the Council. This Amendment No. 1 is not intended to (and shall not be construed to) divide or segment the Agreement for the purpose of avoiding applicable procurement thresholds, competitive bidding requirements, or approval authority limitations under the City Charter or Municipal Code.
4. Ratification and Clarification of Prior Actions. To the extent the Agreement or its exhibits referenced multi -year pricing or potential renewal terms, such provisions are hereby ratified and clarified as part of this Council-approved Amendment No. 1. This Amendment No. 1 supersedes any prior interpretation that the Agreement constituted separate or independent annual agreements.
5. Annual Appropriation . Notwithstanding any other provision of the Agreement, the City’ s payment obligations under this Amendment No. 1 are subject to the appropriation of funds by the Council for each fiscal year during the term. In the event sufficient funds are not appropriated for any fiscal y ear, the City may terminate the Agreement without penalty upon written notice to Consultant.
6. No Guarantee of Minimum Expenditure . Nothing in this Amendment No. 1 shall be construed to guarantee that the City will expend any specific amount in any given fiscal year. Payment shall be made only for services authorized and actually performed in accordance with the Agreement.
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7. No Waiver. The City’s continued use of the software or acceptance of Services despite prior deficiencies, delays, support issues, or operational disruptions shall not waive any rights, remedies, claims, or future enforcement rights available to the City under the Agreement, this Amendment No. 1, or applicable law.
8. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement as amended shall remain in full force and effect, and shall govern the actions of the Parties under this Amendment No. 1. Whenever the term “Agreement” appears in the original Agreement from and after the date of this Amendment No. 1, it shall mean the Agreement as amended.
9. Electronic Transmission. A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, electronic mail, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 1 for all purposes.
10. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 1 on the Effective Date.
CITY SAN BERNARDINO
Approved By:
Eric Levitt
City Manager
Attested By:
Telicia Lopez, CMC
City Clerk
Approved as to Form:
City Attorney
Best Best & Krieger LLP
IGM TECHNOLOGY CORPORATION
Michael Mattson
Chief Commercial Officer
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