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Home My WebLink AboutINVOICE CLOUD 1B -2016A-2016-9 34 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT is entered into on June 7, 2016, by and between Invoice Cloud, Inc., a Delaware Corporation, (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). RECITALS: A. The parties entered into that certain Agreement N-2015-174, dated November 19, 2015, (hereinafter "said Agreement") by which Consultant having special skill and knowledge in the field of payment processing and electronic and enhanced bill presentment and payment agreed to perform such services to the City. The Term of said Agreement was to expire March 31, 2016 and Compensation for said services was not to exceed $25,000.00 unless amended by the parties for a greater specified amount. B. The parties entered into a first amendment of said Agreement (N-2015-174-01), dated March 31, 2015, (hereinafter "said First Amendment to Agreement") by which the Term and Scope of said Agreement where amended to: (1) extend the Term by six months beginning April 1, 2016 and terminating September 30, 2016; and (2) expand the Scope of Consultant's payment processing and electronic bill presentment and payment services to include City's Proactive Rental Enforcement Program (PREP) accounts. C. The parties now desire to enter this Second Amendment to further expand the Scope of Services, extend the Term of said Agreement, and increase the Compensation. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement and said First Amended Agreement, the parties agree as follows: 1. The parties hereto now desire to amend. Section 1. of said Agreement (Scope of Services) to expand the scope of Consultant's payment processing to include enhanced electronic bill presentment and payment (EBPP) services to include City's Municipal Utility Services (MUS) accounts as set forth in Exhibit A "Invoice Cloud Biller Order Form" and Exhibit B "Invoice Parameters" both of which exhibits are herein incorporated by reference. Said enhanced EBPP services to include EBPP portal with real-time account balance pull and real-time payment posting to System & Software, Inc.'s enQuesta CIS (any version) and Single Sign -on (SSO) capabilities with System & Software, Inc.'s WebConnect portal. 2. The parties hereto now desire to amend Section 1. of said Agreement (Scope of Services) to provide for a change order process in connection with the implementation and on-going support of payment processing and electronic and enhanced electronic bill presentment and payment services under this Agreement. Any change order mutually agreed to by the parties hereto in connection with these services will be calculated using Consultant's current schedule of charges, provided that the professional consultant labor rats charged shall not exceed $175.00 per hour. I 3. The parties hereto now desire to amend Section 2. of said Agreement (Compensation) to increase the Compensation for Consultant's services under said Agreement as amended. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges as set forth in said Agreement together with those set forth in said First Amendment to said Agreement, and those identified in Exhibit A and Exhibit B, attached hereto and incorporated herein. The total sum to be expended under this Agreement shall not exceed $90,000.00 for the initial'fiscal year period covering July 1, 2016 and ending June 30, 2017, including any unpaid sums receivable by Consultant for prior period services commencing November 19, 2015, and shall not exceed the annual amounts identified below for the remaining fiscal year periods during the remaining Term of this Agreement: Contract Term Period Contract Term Period Annual Fiscal Year Period Annual Compensation Amount i. July 1, 2016 through June 30, 2017 $ 90,000 ii. July 1, 2017 through June 30, 2018 $150,000 iii. Contingency Amount 50,000 Contract Term Total $290,000 4. The parties hereto now desire to amend Section 3. of said Agreement (Term) to extend the Term by two (2) years beginning July 1, 2016 and terminating June 30, 2018. 5. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full force and effect. 6. This Second Amendment to said Agreement must be signed below and may be signed in counterpart and delivered by fax, email as a PDF (Portable Document Format) file attachment, or by other means that displays the original or a copy of the signatures. Any subsequent amendments may be signed and delivered in the same manner. {Signatures on following page) 2 IN WITNESS WHEREOF, the parties hereto I'ia�c cxucuted this Second Amendment to Agreement the date and year first above written. ATTEST: �2 . � ,- MARIA ll. I-{tJI7AR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALI-IO City Attorney Ey:("ice g. Lisa Store,, Assistant City Attorney RECOMMENDED FOR APPROVAL: Franctsco Gutierrez, Executive Director Finance & Management Services Agency CITY OF SANTA ANA DWI CAVA7-05 City Manager Invoice Cloud, Inc. -'W_ _ Name: -._. Title: A--zoib In ACC)'R if CERTIFICATE OF LIABILITY INSURANCEDATE(MM/DDNYYY) Aod#. 2283088 3/22/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Lockton Companies, LLC 5647 San Felipe, Suite 320 CONTACT 888-828-8365 NAME.PHONE FAX ac No: ADDRESS: Houston, TX 77057 INSURERS AFFORDING COVERAGE NAICIs INSURERA: Ace Amarican Insurance Co. 22667 INSURED Insperity, Inc. UC/F INSURER B INSURER C: INVOICE CLOUD, INC. 19001 Crescent Springs Drive Kingwood, TX 77339 INSURER D NSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER' THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF DL BUBR POLICY NUMBER POLICYEFF MM/UD POLICYEXP MIDI LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ❑ OCCUR EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL&ADV INJURY $ GEN'LAGGREGATE LIMIT APPLIES PER: POLICY ❑ JEF—] LOC GENERALAGGREGATE $ PRODUCTS - COMP/OP AGO $ $ OTHER: AUTOMOBILE LIABILITY CEa aOMBINEDSINGLEt LIMIT aidan$ BODILY INJURY (Per person) $ ANY AUTO J ALL OWNED SCHEDULED AUTOS AUTOS P BODILY INJURY (Par E ( / NON -OWNED HIREDAUTOS AUTOS PROPERTYDAMAGE $ Per accident $ UMBRELLA LIAB [dOCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED I I RETENTION$ $ 1 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICEPJMEM EREXC LUDED?ANY ECUTIVE ❑ NIA 064717236 10/1/2017 10/1/2016 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EA EMPLOYE $ 1.000.000 (Mandatory In NH) If yea, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more apace is mqulred) 3 - 2_2-2_0116 � APPRQVE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA; PO BOX 1964 SANTA ANA, CA 92702 PlL1iP q-L\F L-1CI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE AGUKU LO jZU14JUT) I ne A{:UKU name an0 logo are registered marKS OT ACUKU