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20-0616_NCR PAYMENT SOLUTIONS_Amd 1 to Professional Services AgreementAMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND NCR PAYMENT SOLUTIONS 1. Parties and Date. This Amendment No. 1 to the Professional Services Agreement is made and entered into as of this 16`h day of June, 2020, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and NCR Payment Solutions, FL, LLC, a Delaware LLC (formerly, CollectorSolutions, Inc.), with its principal place of business 864 Spring Street, NW, Atlanta, Georgia 30308 ("Contractor"). City and Contractor are individually referred to as "Party" and collectively as "Parties." 2. Recitals. 2.1 Contractor. The City and Contractor have entered into an agreement entitled "Professional Services Agreement" dated July 1, 2015, ("Agreement") for the purpose of retaining the services of Contractor to provide Merchant Services. 2.2 Amendment Purpose. The City and Contractor desire to amend the Agreement to extend the term for an additional one-year term ending June 30, 2021 and to clarify insurance requirements. All other terms and conditions will remain the same as noted in the original agreement. 3. Terms. 3.1 Amendment. The following sections are hereby amended in their entirety to read as follows: Pap] of 3 Section 2 - Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than June 30, 2021, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. The Parties may, by mutual written consent, extend the term of this Agreement, if necessary, to complete the Services. Section 3.1 - Amount. Compensation for services under this Agreement shall not exceed $165,000 per year, at the rates set forth in Exhibit B of the original agreement, the effective date of which was July 1, 2015. Section 14.4 - Proof of Insurance Requirements. Prior to beginning any work under the Agreement and for the entire duration of the Agreement, Consultant shall submit insurance certificates for all coverage required by the Agreement. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Next Pagel Page 2 of 3 SIGNATURE PAGE FOR AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND NCR PAYMENT SOLUTIONS CITY OF SAN JUAN CAPISTRANO Approved By enlf� 'amin Siegel City Manager June 23, 2020 Date Attested By O lk Maria Morris, City C & k Approved As To Form: 9-�/3- - City Attorney NCR PAYMENT SOLUTIONS, FL, LLC Zy Signature Name Title /liAy o zo.20 Date Page 3 cf3