FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN BERNARDINO
AND
TRUEPOINT SOLUTIONS, LLC DBA GRAY QUARTER AND GOVPATH
This First Amendment to the Professional Services Agreement (“First Amendment”) is made and entered into as of October 7, 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 Bernardino, California 92401) (“City”) and TruePoint Solutions, LLC (a limited liability company doing business as Gray Quarter and GovPath with its principal place of business at 950 E State Highway 114, Suite 105, Southlake, Texas 76092 ) (“Consultant”). City and Consultant are sometimes referred to herein individually as a “Party” and collectively as “Parties”.
RECITALS
A. City and Gray Quarter, Inc. entered into a professional services agreement dated November 20, 2024 (“Agreement”), to provide Accela Civic Platform Implementation Services (“Services”); and
B. Consultant has provided a Form W-9 identifying TruePoint Solutions, LLC as the legal tax entity and Gray Quarter and GovPath as its “doing business as”, and has represented that it became Gray Quarter, Inc.’s successor through a merger; and C. This First Amendment shall not be effective as a contract transfer unless and until City receives documentation establishing that successor relationship and the authority of the signatory; and
D. Consultant has submitted invoices concerning AllPaid integration services, business licensing support, prospective GWiz implementation services, and prospective managed services; and
E. Any payment for completed AllPaid integration or business licensing support is subject to separate City approval and a completed-services certification confirming the services performed, benefit received, reasonable value, absence of duplication, funding availability, and the identity of the proper payee; and F. The Parties desire to amend the Agreement solely as stated below, including to establish conditions for prospective GWiz implementation and managed services, increase the not-to-exceed amount, and revise the term. No Public Works change order or other unlisted work is included in this First Amendment; and
G. The Parties acknowledge that any services funded with State and Local Fiscal Recovery Funds (“SLFRF”) remain subject to applicable Federal requirements, City funding determinations, and the restrictions stated in this First Amendment and Exhibit C.
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. Sections 2 (Services) and 4 (Compensation) of the Agreement are amended to incorporate revised Exhibit B (Additional Services and Managed Services) and revised Exhibit C (Contract Budget). The Parties shall treat the line-item caps and conditions in Exhibit C as limitations on, and not guaranteed payment of, the stated amounts. The Agreement is further amended as follows:
a. Services. Section 2 is amended as follows:
(1) A new subsection 2.a is added to read as follows: “Consultant shall also perform only the prospective additional services expressly described in revised Exhibit B. GWiz implementation and managed services may begin only after City issues a written Notice to Proceed for the applicable service. No additional service, change order, or expansion of scope is authorized unless approved in a written amendment or other written authorization signed by City officials with authority to bind City.” (2) A new subsection 2.b is added to read as follows: “In the event of a conflict, this First Amendment controls over the Agreement; the Agreement controls over Exhibit C; and Exhibit C controls over Exhibit B. Vendor quotes, proposals, purchase orders, online terms, click-through terms, and other vendor terms are incorporated only to the limited extent expressly stated in this First Amendment and do not modify City rights, remedies, payment obligations, indemnity, insurance, dispute-resolution, governing-law, or other Agreement terms. No external vendor terms are binding on City unless separately approved in a writing signed by an authorized City representative. b. Compensation. Section 4 is amended as follows:
(1) Subsection 4.b is revised by replacing the sum of
“$2,100,336” with the following language: “$2,407,871, subject to the funding limitations and line-item caps in Exhibit C. This increase does not authorize any payment unless all applicable contractual, procurement, funding, and acceptance requirements are satisfied.”
(2) A new subsection 4.c is added to read as follows: “The $20,160 All Paid integration amount and the $43,875 business licensing-support amount are reserved solely for completed-services payments that City separately approves after the certification. Neither amount validates unauthorized work, duplicates work already required under the Agreement, or relieves Consultant of its obligations to correct deficient work.”
(3) A new subsection 4.d is added to read as follows: “The $58,500 GWiz implementation amount and the $185,000 managed-services amount are prospective only. Consultant shall not perform, and City shall not owe payment for, either service before issuance of the applicable written Notice to Proceed. Consultant shall invoice City annually for Managed Services. City shall pay Consultant’s invoice within forty-five (45) days from the date City receives said invoice.” (4) A new subsection 4.e is added to read as follows: “Each invoice must identify the applicable line item, the service period, personnel and hours (if applicable), deliverables or ticket activity, and any other documentation reasonably required by City. City shall pay undisputed, properly submitted invoices in accordance with the Agreement and applicable law.”
(5) A new subsection 4.f is added to read as follows: “City shall determine the funding source for each approved service and may use State and Local Fiscal Recovery Funds (“SLFRF”) only to the extent City determines the obligation and expenditure are eligible and timely under applicable federal requirements. Consultant shall provide documentation reasonably requested to support City's funding, accounting, and compliance determinations. Nothing in this First Amendment obligates City to use SLFRF, alters the source of funds for previously incurred costs, or authorizes payment in the absence of lawfully available and appropriated funds.” c. Term. Section 6 is revised by replacing the date “June 30, 2027” with the date “April 30, 2028” and adding the following language at the end: “The term shall not automatically renew, and no price escalation, renewal, or extension is effective without a further written amendment approved by City and subject to appropriated funds.” d. Contract Transfer and Consultant Identity. Section 14 is revised by adding the following language at the end: “Subject to City’s receipt and approval of documentation establishing the asserted merger or other successor relationship, City consents to the transfer of the Agreement from Gray Quarter, Inc. to TruePoint Solutions, LLC, doing business as (“DBA”) Gray Quarter and GovPath (“TruePoint”). Upon that approval, TruePoint is the sole Consultant and contracting party under the Agreement and assumes responsibility for all obligations and liabilities arising under the Agreement (including obligations relating to services performed before this First Amendment’s Effective Date). The Form W-9 identifies TruePoint as the legal payee and Gray Quarter and GovPath as DBAs; however, no payment may be made to TruePoint until City confirms that it is the legally proper payee and all required insurance, business registration, and related documentation are satisfactory. References to Gray Quarter or GovPath after the transfer are references to TruePoint’s DBAs and do not create a separate contracting party.”
3. Continuing Effect of Agreement. Except as amended by this First Amendment, all provisions of the Agreement shall remain in full force and effect, and shall govern the actions of the Parties under this First Amendment. Whenever the term “Agreement” appears in the original Agreement from and after the date of this First Amendment, it shall mean the Agreement as amended.
4. Electronic Transmission. A manually signed copy of this First Amendment 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 First Amendment for all purposes. This First Amendment may be signed using an electronic signature.
5. Counterparts. This First Amendment may be signed in counterparts, each of which shall constitute an original.
IN WITNESS WHEREOF, the Parties hereto have executed this First Amendment on the Effective Date.
CITY OF 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
TRUEPOINT SOLUTIONS, LLC DBA
GRAY QUARTER AND GOVPATH
[__________]
[__________]
1) EXHIBIT B
2) TRUEPOINT MANAGED SERVICES
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 services. 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. TruePoint will prioritize the existing open tickets listed in Attachment 2 to Exhibit B.
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 highest 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 for a configuration change, then after configuration is complete and in production you may submit a new task for a report on the new configuration. You may not submit both tasks concurrently as the report would not be possible until the task for configuration 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 reserved 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).
• 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 tickets and is for normal requests for support or changes to the system. (ex. Add a new workflow 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 Response four (4) hours, Resolution one (1) business day. Eligible for Emergency Hotfix Release. • High. Initial Response four (4) hours, Estimation Response 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 during 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 email 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 schedule 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 implementation must be
vetted by Client Tier 1 staff before being assigned to Tier 2 Managed Services.
5. Business Hours.
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 per 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 access to TruePoint for the purpose of supporting the environment.
6.2 Reporting Database. Client will provide TruePoint with Accela Civic Platform 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 TruePoint may create its own script repository and link 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 meeting 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 Attachment 1 to Exhibit B
9. Term.
9.1 Term. The initial term for Managed Services shall begin on October 19, 2026, and end on April 30, 2028.
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.
ATTACHMENT 1 TO EXHIBIT B
Vendor Quote
ATTACHMENT 2 TO EXHIBIT B
Existing Open Support Tickets
Request Issue Details
1975 Status Statuses are still being updated when in Temporary issued which should not be happening.
17161 Online Renewals
Fees- Penalties
Online renewal submissions are not being charged penalty when submitting renewal requests late
18102 Process for
Waiving Penalties
Customer is assessed a penalty. Payment comes in, payment is applied to penalty first. At some point, penalty may be waived. Need a way to reapply the $$ from the penalty to the regular fee owed. Original fee $64 penalty $30 Customer Sends $64 Apply $30 customer sends $64 Aply$30 of $64 to penalty and pay the remaining $34 to other balances the later may waive penalty. Should be able to void the penalty fee.
Then should show an unapplied amount. Then you can apply to the correct amount. Need this to reflect the correct payment date and person.
18280
License Track
Contacts Not
Converted
Contacts not converted
19161 Payment Void
This issue was mentioned but we do not believe a ticket was entered for it when we brough it up. When voiding a payment in a renewal record, once void is completed is there a way for the renewal status as well as the main record status to revert back to what it was previously?
19212
Duplicate
Renewals Being
Created
Citizens are going online and attempting to create renewals but are not successful. In back office when we go into the account, under the renewal tab a tmp record is displayed. When we click in it to try to finish the process for them, tmp record disappears and a new renewal has to be processed. The tmp record is then converted to a random REG-REN record and just exists in Accela. See record 77810 that has 2 renewal records, RegRen-004469 and 77810-Ren.001 and record 930197 that still just shows the 26tmp-005419.
19320
Renewal Payments
Submitted without
Review
I don't know if this is an isolated issue, but it needs to be fixed asap. I was on phone with customer who was attempting to renew record 977960. The system allowed her to submit
renewal and make payment without it coming back to us first.
We need to be able to review the renewal and invoice them because you have not yet fixed the penalty issues. Luckily this account does not owe a penalty, but other accounts may have been able to pay without paying penalty.
19340 Renewals
Customers are attempting to submit renewals but cannot
complete the transactions by leaving the temp records in the system. When we try and finalize on our end with the same temp record it disappears or it creates a whole new one. I have had it create the reg-ren record (see screenshot) and then once I attempt to go into the account it gives me an error. I have tried logging out and going back in and still getting the error (see screenshot).
19450 Sarch by Payment
Report is not producing the data accurately. I've submitted lets say January time frame, but it does miscellaneous dates and almost always there is only 3000 payments being displayed. 19452 Parcels
Parcels are not appearing on the renewals/ delinquents nor on the inspector letters. Parcels need to be displayed on letters (specifically Vanessa's letters).
19453 Priior Year
Adjustments
Have the system detect and calculate if an account owes a prior year adjustment. First year’s gross determines how much the fee will be that first year and the following. If the first year they paid less than what was collected that first year, then the customer would have to pay the difference of that first year plus the current fees owed.
19472
License Issuance
when a Balance is
Due
Is there a way for us to receive a notification when we attempt to workflow an account to active when there is a balance due on the account?
19566 No Renewal
Geneatedd
I have received a couple of calls for accounts that never received renewal notices but should have. They have an
expiration date of 6/30/2026 but they are still in active status. I had to manually change their expiration status to about to expire and also set workflow to about to expire, then emailed them their renewal notices. The record I delt with today was 75966 but I did a search and found more than 25 more
accounts. 65318,8204,935711,58546,201993 are just some of them. I can't tell if there is something about these accounts that may have caused them to get stuck, but it is concerning that there may be some for other months. Can we have someone look into this please?
19605
Multiple Contacts
Being Added to
Account
Customer is assessed a penalty. Payment comes in, payment is applied to penalty first. At some point, penalty may be waived. Need a way to reapply the $$ from the penalty to the regular fee owed.
Original fee $64
Penalty $30
Customer sends $64
Apply $30 of $64 to penalty and pay the remaining $34 to the other balance.
Then later may waive penalty.
Should be able to void the penalty fee. Then should show an unapplied amount. Then you can apply to the correct amount.
Need this to reflect the correct payment date and person. 19667 Duplicate renewals2
Record 972171 has two renewals records created. When I
went into the record and to the renewal tab, I invoiced fees from that tab which is record reg-ren-006931 however there is also a 972171-ren.oo1 record. I was under the impression that the 972171-ren.001 is the one that should be attached to the renewal tab. This situation is a bit different than ticket 19212 because neither records were ever temp records.
19683 Primary Contact
We requested that the business name contact automatically be listed as primary since the record can only be queried by the business address if it is listed as primary. It was automatically setting it as primary after the request, but it is no longer doing so. I am not exactly sure when it stopped working but noticed it today when a customer called to check on the status of his application. His business name was changed to "undefined" so I could not look him up by business name and when I tried the address, it did not bring up results. I finally found his account by contact name. See record REG-LIC-001512. I updated all contacts for this specific account, but you can also see account REG-LIC-01564 or any other new record if you need an
example.
19708 Sets
For the Sets, I notice that there is a way to mass set the status to one of the others example: From Temporary to Active. My question is, is there a way to also add the expiration status to do a mass update? Kind of like a was workflow update?
19732 Delinquent Status
Discrepency
Status do not seem to be updating to delinquent sent. Please see SET ID: LUIS DELINQUENT 4/30/26 A where all expire
4/30/2026 yet some were left in about to expire while others are set to delinquent notice sent.
19733 Delinquent SetsInspectors
SET ID: 75DLQ2N-RODLU-06152026 is not producing the
correct notices. If you note in this set there are only 5 accounts and they do not have the correct expiration date nor status.
What the list should actually look like is SET ID: LUIS DELINQUENT 4/30/26. A same issue is happening to the 90 day reports and the acp reports.
EXHIBIT C
Contract Budget
Description Total Cost
Accela Civic Platform Implementation $2,100,336
Managed Services $185,000
AllPaid Integration Change Order $20,160
Extended post-Go Live support for Business Licensing Change Order $43,875
GWiz Implementation Change Order $58,500
Total Cost $2,407,871
The Coronavirus State and Local Fiscal Recovery Funds (SLFRF) program authorized by the American Rescue Plan Act (ARPA) will be used in the amount of $2,164,371.