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WAY 2 3 2016 <br />0a FPAS 03 N-2015-174-01 <br />Gt1 03 N-2015-174-01 <br />FIRST AMENDMENT TO AGREEMENT <br />THIS FIRST AMENDMENT TO AGREEMENT is entered into on March 31, 2016, by and between <br />Invoice Cloud, Inc., a Delaware Corporation, (hereinafter "Consultant"), and the City of Santa Ana, a <br />charter city and municipal corporation organized and existing under the Constitution and laws of the State <br />of California (hereinafter "City"). <br />RECITALS: <br />A. The parties entered into that certain Agreement N-2015-174, dated November 19, 2015, (hereinafter <br />"said Agreement") by which Consultant having special skill and knowledge in the field of payment <br />processing and electronic and enhanced bill presentment and payment agreed to perform such <br />services to the City. <br />WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all the <br />terms and conditions of said Agreement, the parties agree as follows: <br />The parties hereto now desire to amend said Agreement to extend the Term by six (6) months <br />beginning April 1, 2016 and terminating September 30, 2016. <br />2. The parties hereto now desire to amend said Agreement to expand the scope of Consultant's <br />payment processing and electronic and enhanced bill presentment and payment services to include <br />City's Proactive Rental Enforcement Program (PREP) accounts as set forth in Exhibit A "Invoice <br />Cloud Biller Order Form — Add-on Services", Exhibit B "Invoice Parameters", and Exhibit C <br />"Addendum for Application for Credit Card Processing Service Agreement/New Division Request", <br />all three of which exhibits are herein incorporated by reference. <br />3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain in full <br />force and effect. <br />4. This First Amendment to Agreement must be signed below and may be signed in counterpart and <br />delivered by fax, email as a PDP (Portable Document Format) file attachment, or by other means <br />that displays the original or a copy of the signatures. Any subsequent amendments may be signed <br />and delivered in the same manner. <br />(Signatures on following page) <br />