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IN$UR@� €Velope ID: 69E4955D-23F3-4407-84A7-E75FDC837DB9 <br />WORK MAY P OCEED <br />UNTIL INSURANCE EXPIRES <br />0Ll-o1.2©23 <br />CLERK OF COUNCIL <br />DATE: <br />A-2022-251 <br />J AN 17 2023 FIRST AMENDMENT TO AGREEMENT TO THE CARD SERVICES TERMS & <br />CONDITIONS FOR GOVERNMENT ENTITIES <br />CITY OF SANTA ANA <br />THIS FIRST AMENDMENT TO THE CARD SERVICES TERMS & CONDITIONS FOR <br />GOVERNMENT ENTITIES ("Agreement") is made and entered into on this 20`h day of December <br />2022, by and between Global Payments Direct, Inc., DBA.OpenEdge, a Georgia corporation <br />("Consultant"), and the City of Santa Ana, a charter city and municipal corporation <br />organized and existing under the Constitution and laws of the State of California ("City"). <br />RECITALS <br />A. The City and Consultant are party to that certain Card Services Terms & Conditions for <br />Government Entities and the Merchant Application agreed to on December 6, 2022, <br />Agreement A-2022- 233 ("Card Services Agreement"). <br />B. The City desires to retain a consultant having special skill and knowledge in the field of <br />debit and credit card merchant payment processing services, including gateway transaction <br />integration and support services <br />C. Consultant represents that Consultant is able and willing to provide such services to the <br />City. <br />D. In undertaking the performance of this Agreement, Consultant represents that it is <br />knowledgeable in its field and that any services performed by Consultant under this <br />Agreement will be performed in compliance with such standards as may reasonably be <br />expected from a professional consulting firm in the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. SCOPE OF SERVICES <br />Consultant shall perform during the term of this Agreement, the tasks and obligations <br />including all labor, materials, tools, equipment, and incidental customary work required to fully <br />and adequately complete the services described and set forth in the Card Services Agreement <br />attached hereto as Exhibit A. <br />2. COMPENSATION <br />City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the <br />rates and charges identified in the Merchant Application. For the full Term of this Agreement as <br />covered under the provisions as set out herein below, funds to be expended shall not exceed a base <br />contracted amount of $1,616,000, together with an annual $5,000 support and maintenance amount <br />and a general annual contingency amount of 15%, for a combined maximum amount of <br />$1,898,400 which sum shall constitute the Maximum Contract Compensation Cap. <br />Page 1 of 11 <br />