HomeMy WebLinkAboutresolution.council.014-26RESOLUTION 4014
(Series of 2026)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND INVOICE CLOUD INC AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
V�JHEREAS, there has been submitted to the City Council a contract for
online services for processing of utility bill payments, between the City of Aspen
and Invoice Cloud, Inc., a true and accurate copy of which is attached hereto as
Exhibit "B";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract for
online utility billing services between the City of Aspen and Invoice Cloud Inc., a
copy of which is annexed hereto and incorporated herein, and does hereby
authorize the City Manager to execute said agreement on behalf of the City of
Aspen.
RESOLVED, APPROVED, AND ADOPTED FINALLY by the City
Council of the City of Aspen on the 13 "' day of January 2026.
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, January 13', 2026.
Nicole Henning, City'�lerk
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FIRST AMENDMENT TO THE BILLER AGREEMENT BETWEEN THE CITY OF
ASPEN AND INVOICE CLOUD, INC. 2025-421
THIS FIRST AMENDMENT TO THE BILLER AGREEMENT BETWEEN THE CITY OF
ASPEN AND INVOICE CLOUD, INC. ("Amendment"), effective as of December 10,
2025 (" Effective Date"), is made and entered into by and between City of Aspen, CO
("Biller"), and Invoice Cloud, Inc, a Delaware corporation having a principal place of
business at 10 Fan Pier Blvd., Suite 4, Boston, Massachusetts 210 ("Invoice Cloud").
Biller and Invoice Cloud may be referred to herein separately as a "Party" and
collectively as "Parties." Capitalized terms used herein shall have the meanings
ascribed to them in the Biller Order Form and Biller Agreement (as defined below)
unless expressly defined herein.
WHEREAS, the Parties entered into that certain Biller Order Form dated January 25,
2018;
WHEREAS, the Biller Order Form incorporates by reference that certain Biller
Agreement entered into by the Parties January 25, 2018 (the Biller Order Form and
Biller Agreement collectively comprising the "Invoice Cloud Service Agreement");
WHEREAS, the initial term of the Invoice Cloud Service Agreement was for three (3)
years with automatic one (1) year renewal terms; and
WHEREAS, over five years have elapsed since the effective date of the Biller Order
Form; and
WHEREAS, Biller now desires to extend the term of the initial Invoice Cloud Service
Agreement upon the terms and conditions set forth herein; and
WHEREAS, to that end, the Parties desire to amend the Biller Agreement as set forth
below.
NOW THEREFORE, in consideration of the above recitals and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
1. AMENDMENT OF BILLER AGREEMENT.
This Amendment hereby amends and revises the Biller Agreement to incorporate the
terms and conditions set forth in this Amendment. The relationship of the Parties shall
Docusign Envelope ID: F8AD7ADO-F26D-4D24-9BCI-BE96D7BOOAA4
continue to be governed by the terms of the Invoice Cloud Service Agreement, as
amended.
2. MODIFICATIONS TO BILLER AGREEMENT. Section 6 of the Biller Agreement
("Term and Termination") is hereby modified as follows:
2.1 The first two (2) sentences of Section 6 of the Biller Agreement are hereby
DELETED and REPLACED with the following:
"This Agreement shall commence as of the Effective Date on the Biller Order Form and
continue until January 25, 2027 (the "Instant Term") and will automatically renew for up
to a maximum of four (4) additional successive one (1) year terms (each a "Renewal
Term"). This Agreement may be terminated by either party effective at the end of the
Instant Term or any Renewal Term by such party providing written notice to the other
party of its intent not to renew no less than ninety (90) days prior to the expiration of the
then current term."
2.2 The following provision is hereby added at the end of the "Fund Availability"
paragraph of Section 6 of the Biller Agreement:
"The total fees directly incurred by Biller hereunder shall not exceed seventy-five
thousand dollars ($75,000.00) per calendar year (the "Maximum Annual Biller Fee"). If,
during any calendar year of the Term, Biller is approaching and may exceed the
Maximum Annual Biller Fee, Biller shall seek additional funding from its funding source
and provide prompt written notice to Invoice Cloud. Following such notice, the parties
may mutually agree to increasing the Maximum Annual Biller Fee amount or to a
different pricing structure. In the event Biller reaches the Maximum Annual Biller Fee,
Invoice Cloud may suspend provision of the Services until Biller secures additional
funding or the parties agree to a new pricing structure."
3. GENERAL TERMS.
In the event of a conflict between the terms set forth in this Amendment and the terms of
the Invoice Cloud Service Agreement, the terms set forth in this Amendment shall
control and prevail. Except as set forth in this Amendment, all other terms and
conditions of the Invoice Cloud Service Agreement shall remain unmodified. This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one instrument.
CITY OF ASPEN, COLORADO: INVOICE CLOUD, INC.:
Docusign Envelope ID: F8AD7ADO-F26D-4D24-9BCI-BE96D7BOOAA4
Slgned by:
E@5669A^A
[Signature]
By:
Pete Strecker
By:
Title: City Manager Title:
1/16/2026 � 2:51:55 PM MST
Date:
Approved as to form:
DocuSigned by:
< y"f,,
32737E149ED5457.1.
City Attorney's Office
[Signature]
Kevin O'Brien
CEO
®ate: 12/12/2025