1 SECOND AMENDMENT TO MERCHANT PROCESSING RENEWAL AGREEMENT
THIS SECOND AMENDMENT TO MERCHANT PROCESSING RENEWAL
AGREEMENT (“Amendment”) is made and entered into on this 21 st day of May, 2024 by and between Invoice Cloud, Inc., a Delaware corporation (“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 (“City”). City and Consultant shall herein collectively be referred to as “the Parties”.
RECITALS
A. The Parties entered into a Merchant Processing Renewal Agreement (#A -2018-247) on October 16, 2018 (“Agreement”) for Consultant to provide services for payment processing and electronic and enhanced bill presentment and payment and Consultant agreed to perform such se rvices for City with respect to Business License Tax accounts, with provisos for the extension of Consultant’s service to Municipal Utility Services and Dog License accounts.
B. On February 18, 2020, the Parties entered into a First Amendment to the Agree ment (#A- 2020-028) to amend the scope of services, increase the overall compensation amount, and extend the term of the Agreement until June 30, 2024. The Agreement, as amended, is current and in effect.
C. Invoice Cloud services provides the City with simple and secure electronic bill presentment and online payment services that encourage electronic payments for the residents of Santa Ana via Invoice Cloud’s payer portal and walk -up kiosk payment services through their partnership with Kiosk Information Systems, Inc., located in the main lobby of City Hall.
D. Invoice Cloud services are now integrated with several heavily -used third-party data systems, including enQuesta, the City’s customer information and utility billing system and iNovah, the City’s p oint-of-sale and revenue management software. These applications, along with OpenEdge, InfoSend, and Selectron all utilize Invoice Cloud Services for the City . The agreements, for each third -party vendor detailed in this paragraph, run through December 31, 2025 with options to extend each third -party agreement through December 31, 2029.
E. Transition to a new system, readily available to integrate with the current third -party systems, along with disruption of services to Santa Ana residents would incur substantial expenses to the City. The parties agree that a second amendment of the Agreement serves the best interests of the residents and customers of the City of Santa Ana.
F. The Parties now desire to amend the Agreement to extend the term of the Agreement consistent with the terms provided for the third -party agreements, described above , and increase the total compensation to cover the extended term for services to the City.
EXHIBIT 1
2 NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the Parties agree as follows:
1. Section 2, COMPENSATION, is amended to increase the total amount to be expended for the remainder of the term of the Agreement to $2,627,800. The compensation amount of the Agreement shall be increased by $1,427,800. This amount includes a base amount of $1,100,000 for yearly services through the remainder of the term; monthly rental costs for the walk-up kiosk; and $129,800 for merchant processing contingency charges as detailed in the annual amounts and costs defined below:
Contract Term Period Contract Term Period
Annual Fiscal Year Period Annual Compensation Amount
July 1, 2024 through June 30, 2025 $200,000
July 1, 2025 through June 30, 2026 $200,000
July 1, 2026 through June 30, 2027 $200,000
July 1, 2027 through June 30, 2028 $200,000
July 1, 2028 through June 30, 2029 $200,000
July 1, 2029 through December 31, 2029 $100,000
Kiosk 66-Month Rental $198,000
Merchant Processing Contingency $129,800
Total: $1,427,800
"Merchant Processing Contingency" shall be deemed to be that certain amount available to cover annual merchant processing charges t hat may occur above the Annual Compensation Amount during any portion of the Ter m of this Agreement due to variability in the nu mber of actual annual merchant processing transactions versus anticipated annual transactions.
3. Section 4, TERM, is amended to extend the term of the Agreement through December 31, 2025, with the option for the parties to extend the Agreement for an additional four (4) one -year renewals through December 31, 2029, by a writing executed by the City Manager and the City Attorney.
4. Except as hereinabove modified, the terms and conditions of said Amendment, as amended, remain unchanged and in full force and effect.
[signature page to follow]
3 SIGNATURE PAGE TO SECOND AMENDMENT TO
MERCHANT PROCESSING RENEWAL AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement the date and year first above written.
ATTEST: CITY OF SANTA ANA:
________________________________ __________________________ Jennifer L. Hall Alvaro Nuñez
City Clerk Acting City Manager
APPROVED AS TO FORM:
SONIA R. CARVALHO INVOICE CLOUD, INC.:
City Attorney
_________________________________
Andrea Garcia-Miller
Assistant City Attorney
_____________________________
By: Kevin O'Brien
Title: CEO
RECOMMENDED FOR APPROVAL:
_________________________________
Kathryn Downs, CPA
Executive Director & City Treasurer
Finance and Management Services Agency