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FIRST AMENDMENT TO AGREEMENT THIS FIRST AMENDMENT TO AGREEMENT, is entered into on October 6,2008, 2008, by and between SOFTMASTER, INC., a California 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 Agreement # A-2007-l45, dated June 18,2007, (hereinafter "said Agreement") by which Consultant has provided temporary technical personnel to assist the City's Information Technology department with various projects and on a consulting basis. B. In accordance with the terms and conditions of said Agreement, the parties wish to extend the term of said Agreement and increase compensation to pay for services during the extended term. WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the terms and conditions of said Agreement, except those amended in this First Amendment to Agreement, the parties agree as follows: 1. Section 3, "Term", shall be deleted in its entirety and replaced with the following: "The term of said Agreement shall commence July 1,2007 and terminate on September 30,2009, unless earlier terminated in accordance with Section 13, below. The term of said Agreement may be extended upon a writing executed by the Executive Director of Finance and Management Services and the City Attorney. The City shall have the option, at City's discretion, to renew this Agreement for up to three (3) additional one-year periods." 2. Section 4, "Compensation, shall be amended to increase total compensation by $3,590,000.00, to pay for additional services provided during the extended term of said Agreement. Said Section 4, shall read in full as follows: "a. The City agrees to pay, and Consultant agrees to accept as total payment for its services pursuant to this Agreement, the rates and charges set forth in Vendor's Cost Proposal, attached to said Agreement as Exhibit B. City will determine, in its sole discretion which projects will be assigned to Consultant. Total compensation payable to all vendors for Temporary Technical Contract Service Personnel under this Agreement shall not exceed $3,590,000.00, during the one-year term commencing October 1,2008. Said total compensation shall be divided between any and all of the Vendors selected by the City, as determined at the City's discretion. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed and/or products purchased, subject to City 250-6