CITY OF RICHMOND
CONTRACT AMENDMENT
Department: Finance Project Manager: Jerry Gurule
Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 620-6591
P.R. No: Vendor No: 15336 | P.O./Contract No: 5988
Description of Services:
Debt, Lease & SBITA Management Software, to aid the City in meeting Governmental Accounting Standards GASB 8 Accounting for Leases and GASB 96 Subscription-based Information Technology Arrangements Amendment No. 2_ modifies the: (2*" or subsequent amendments attach Amendment History page) /Term, Payment Limit and Service Plan Payment Limit and Service Plan •Term and Service Plan Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:
1. Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
Company Name:
Street Address: 300 W. Summit Avenue, Suite 110
City, State, Zip Code: Charlotte, NC 28203
Contact Person: Chad Cowen
Telephone: (206) 409-4683 Email: [email protected] Business License No: WAIVED / Expiration Date:
A California V corporation, limited liability corporation general partnership, limited partnership, individual, I non-profit corporation, individual dba as [specify:]
other [specify:]
2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on March 15, 2022 _ which original term commenced on March 16, 2022 and terminates March 15, 2023 with an original contract payment limit of $40,500.00 . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.
3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.
5. City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.
Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.
7. Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
By (*The Corporation Chairperson of the Board, President or Vice-President should sign on the line below.)
Title:
By_
I hereby certify that the Original Contract
Title:
and this Amendment have been approved
by the City Council or executed by the City (*The Corporation Chief Financial Officer, Secretary or Manager. Assistant Secretary should sign on the line below.) By By:_
City Clerk
Title:
(NOTE: Pursuant to California Corporations
Approved as to form: Code Section 313, if Contractor is a corporation or nonprofit organization, this
Contract (1) should be signed by the
By. Chairperson of the Board, President or
City Attorney Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to
1. Amendment Provisions designated representative groups pursuant
2. Updated Insurance Certificates to Corporations Code Section 313.
Contract Amendment/EJ/TE 09-26-07
Contract Amendment between the City of Richmond and
Fifth Asset, Inc., D/B/A Debtbook
Amendment No. P.O./Contract No.
2 5988
AMENDMENT PROVISIONS (TERM, PAYMENT LIMIT AND SERVICE PLAN) Paragraph 2 (Term) of the Original Contract is hereby amended to extend the Contract term. Paragraph 2 of the Original Contract is amended to read as follows:
"2. Term. The effective date of this Contract is
March 16, 2022
(Insert original contract commencement date)
and it terminates
March 15, 2026
(Insert new contract termination date)
unless sooner terminated as provided herein."
Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $ 14,581.00 -. Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract shall not exceed $_55,081.00 including expenses."
"The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000." The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:
Debt, Lease & SBITA Management Software, to aid the City in meeting Governmental Accounting Standards GASB 87 Accounting for Leases and GASB 96 Subscription-based Information Technology Arrangements.
Contract Amendment/EJ/TE 9-26-07
Contract Amendment between the City of Richmond anc
FIFTH ASSET, INC., D/B/A/ DEBTBOOK
Amendment No. P.O./Contract No.
5988
AMENDMENT PROVISIONS (AMENDMENT HISTORY)
he first Contract Amendment was approved by City Council of the City of Richmond ( xecuted by the City Manager on June 5, 202 _for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ 0.00 for a payment limit not to exceed $ 40,500.00
Term Amendment (insert new termination date): March 15, 2025 Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ _for a payment limit not to exceed $ 40,500.00
Term Amendment (insert new termination date):
Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on_ for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ _for a payment limit not to exceed $ 40,500.00
Term Amendment (insert new termination date):_
• Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $ 40,500.00
Term Amendment (insert new termination date):-
• Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on _for one or more of the following provisions (check those that apply):
Increased contract payment limit by $ for a payment limit not to exceed $ 40,500.00
Term Amendment (insert new termination date):_
Service Plan
-FE DebtBook
RENEWAL AMENDMENT & ORDER FORM
This Renewal Amendment & Order Form ("Renewal Amendment") to the existing Agreement, as defined below, is entered into between Fifth Asset, Inc. d/b/a DebtBook ("DebtBook") and the Customer identified in the signature block below (''Customer")(together, the "Parties"), is effective as of the date of Customer's signature below and amends the Agreement as set forth below.
RECITALS
WHEREAS, the Parties have previously executed the Standard Contract dated March 16, 2022 (together, the "Agreement"), as amended, which established the rights and obligations of each party with respect to the Services.
WHEREAS, the Parties now wish to amend the Agreement to renew the Agreement and the Services for an additional one year with the option to renew for an additional year for the pricing contained herein.
NOW, THEREFORE, in consideration of the mutual covenants and promises set herein and the continuing rights and obligations of the parties as set forth in the Agreement and the Renewal Amendment, the parties agree as follows:
SERVICES & FEES
Products
Item & Description Year 1 Optional Year 2
Debt Management List Price $20,000.00 $20,000.00
Annual recurring fee for DebtBook's debt Discount ($11,668.00) ($11,001.00) management software-as-a-service
application provided to Customer through
ccess to the Application Services Subtotal $8,332.00 $8,999.00 Lease & SBITA Management List Price $15,000.00 $15,000.00 annual recurring fee for DebtBook's leas Discount ($8,751.00) ($8,251.00) nd SBITA management software-as-
ervice application provided to Custome
rough access to the Application Service Subtotal $6,249.00 $6,749.00 Annual Summary Year 1 Optional Year 2
Recurring Subscription Fees $14,581.00 $15,748.00
Annual Total $14,581.00 $15,748.00
TERMS
1. The Parties have agreed to renew and extend the Agreement for an additional three years beginning on March 16, 2025 (the "Renewal Date") and concluding on March 15, 2026 (the "Renewal Term"), with the option to renew for an additional year for the pricing herein. Customer will notify DebtBook prior to March 15, 2026, with their intention to renew (email notification being sufficient).
2. The definition for "Application Services" in the Agreement is hereby amended to mean the Products and other application-based services that DebtBook offers to Customer through access to the DebtBook application. "Products" means, collectively, any products DebtBook may offer to Customer from time to time through the Application Services, in each case as established in any Order Form then in effect. The specific Products offered to Customer as part of the Application Services are limited to those Products expressly described in any Order Form then in effect.
The Fees for each year of the Renewal Term are set forth above and will be due and payable on the Renewal Date and on each anniversary thereafter, subject in each case to the payment terms in the Agreement.
4. There will be no right to a termination for convenience during the Renewal Term. For the avoidance of doubt, the termination for convenience right set forth in Exhibit D, Section 12, will not be applicable during the Renewal Term.
5. Any reference to the "Agreement" will mean the Agreement as modified by this Renewal Amendment. On the first day of the Renewal Term, this Renewal Agreement will constitute an "Order Form" as defined in the Agreement. Capitalized terms not defined herein will have the same meaning ascribed to them as set forth in the Agreement.
6. The express provisions of this Renewal Amendment constitute the sole amendment and modification of the Agreement by and between the Parties in connection with the Renewal Term. This Renewal Amendment may be executed in counterparts, including facsimile or other electronic counterparts.
7. Each of the undersigned represents that they are authorized to (1) execute and deliver this Renewal Amendment on behalf of their respective party and (2) bind their respective party to the terms of the Agreement, and (3) sufficient funds have been appropriated and are available to pay any Fees due under the Agreement in Customer's current fiscal vear.
Fifth Asset, Inc. d/b/a DebtBook City of Richmond, CA
By: By:
Name: Name: (
Title: Title:
Date: Date:
— Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 8:
IT and Cyber Risks
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, the centrative mure sor bain or Minerage or propele evidence of renege entere City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers' Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers' Compensation Insurance as required by the State of California including Employer's Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers' Compensation and Builder's Risk/ Course of Construction Insurance.
6. Cyber Liability Insurance
Required Coverage Minimum Limits
Statutory limits as required by the State of California including $1 million Employers' Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self Insurance. If contractor is a sole proprietor (has no employees) thar contractor must sign "Contractor Release of Liability" found at http://www.ci.richmond.ca.us/index.aspx?nid=61.
General Liability PROJECT COST REQUIRED LIMIT
(primary and excess limits $0 - $5 million $2 million p/o combined) $5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Type 1 - Page 1 of 4
Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 8:
IT and Cyber Risks
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Cyber Liability
Required Policy Conditions
A. M. Best Rating
Additional Insured Endorsement Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and of the operations by or on behalf of the named insured, including But notut mited to bodily injury, deaths and property damage or destruction arising i any respect directly or indirectly in the performance of this contract ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations Additional Insured Endorsement coverage. If it does, then CG 20 37(10/01) is also required.
SAMPLE Endorsements can be found at
(continued) http://www.ci.richmond.ca.us/index.aspx?nid=61 Primary and Noncontributory The contractor's insurance coverage must be primary coverage as it pertains Type 1 - Page 2 of 4
Revised: September 2011
Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 8:
IT and Cyber Risks
Waiver of Subrogation contractor's insurer will provide a Waiver of Subrogation in favor of the Cit Endorsement Form or Workers Compensation and Builder's Risk/ Course of Constructio coverage during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Contractor is responsible for satisfaction of the deductible and/or self-insure etention for each los:
1. Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until Type 1 - Page 3 of 4
Revised: September 2011
Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 8:
IT and Cyber Risks
insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City's insurance requirements, the City may take such action as it deems necessary to protect the City's interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to he minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.
Type 1 - Page 4 of 4
Revised: September 2011