1 FIRST AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the “First Amendment”), is dated for purposes of identification only as of , 2023, by and between the CITY OF ANAHEIM, a municipal corporation and charter city (the “City”), and NMAI LLC, a California limited liability company, formerly known as NMA Inspections LLC (the “Consultant”), with reference to the following:
A. The City and Consultant (each, a “Party” and, jointly, the “Parties”) entered into that certain Professional S ervices Agreement dated as of July 1, 2019, which is incorporated herein by this reference (the “Original Agreement”).
B. On December 13, 2019, Consultant filed an Amendment to Articles of Incorporation of a Limited Liability Company (LLC) with the Secretary of State changing its LLC name from NMA Inspections LLC to NMAI LLC.
C. Under the terms of the Original Agreement, Consultant provided inspection services for the Housing Choice Voucher program (the “Services”).
D. Pursuant to Section 3 (Term) of the Original Agreement, the Initial Term was set to expire on June 30, 2022.
E. On May 16, 2022, the Parties executed a letter agr eement acc epting the City’s exercise of the first of two one-year Renewal Terms to extend the Term through June 30, 2023.
F. The Maxi mum Compensation under Paragraph 4.1 of Section 4 (Amount of Compensation) of the Original Agreement is N INETY EIGHT THOUSAND Dollars and 0/100 Cents ($98,000.00) on an annual basis and shall not exce ed a total of FOUR HUNDRED AND NINETY THOUSAND Dollars and 0/100 Cents ($490,000.00).
G. The Parties desire to amend the Original Agreement to: (i) extend the Term through June 30, 2026; (ii) remove the annual compensation limit; (iii) increase the Max imum Compensation to ONE MILLION, THREE HUNDRED AND FOURTEEN THOUSAND Dollars and 0/100 Cents ( $1,314,000.00); (iv) increase the administrative fee fr om $7.50 to $11.30 per inspection for additional services; and (v) amend the Schedule of Compensation.
NOW, THEREFORE, the Parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Term. The Parties he reby agr ee that S ection 3 (T erm) of the O riginal Agreement is hereby amended to read in full as follows:
2 “The term of this Agreement shall commenc e on J uly 1, 2019, and shall terminate June 30, 2022, unless sooner terminated as provided herein ( “Term”). The Director is hereby authorized to renew thi s Agreement upon the same terms and condi tions for no more than four (4) additional one -year terms after the Initial Term ( “Renewal Terms”), for a pot ential termination date of June 30, 2026, unless Consultant provides w ritten notice of termination no less than thirty (30) days prior to completion of the term in pr ogress; provided however, that compensation rates may be adjusted during the renewal of each subsequent term (hereinafter the phrases “Initial Term” and “Renewal Ter ms,” if any, shall be collectively referred to as the “Term”).”
Section 3. Compensation. The Parties hereby agree tha t Paragraph 4.1 of Section 4 (Amount of Compensation) of the Original Agr eement is hereby amended to read in full as follows:
“4.1 Amount of Compensation. It is understood by and agreed between the Parties to this Agreement that full and complete payment for a ll Services provided in accordance with this Agreement, including sub-consultant fees, if any, and reimbursable expenses, shall not exceed a total of ONE MILLION, THREE HUNDRED AND FOURTEEN THOUSAND Dollars and 0/100 Cents ($1,314,000.00) over the entire Term (“M aximum Compensation”), without the prior written authorization of City. The prior annual compensation limit has been removed and shall not be applicable to any Services provided during the Term, even Services provided prior to the First Amendment. City agrees to pay, and Consultant agrees to accept, as full compensation for Consultant's Services, compensation at the hourly rates for the positions shown on Exhibit B attached hereto and incorporated by this reference herein.” Section 4. Exhibit A. The Scope of Work (Exhibit A) is hereby amended to increase the administrative fee by $3.80 from $7.50 to $11.80 per inspection and to amend the scope of work to require Consultant to follow the City’ s internal electronic filing procedures, which include creating an electronic inspection file for e ach unit inspected and saving electronic copies of all inspection notices, individual ly, named in accordance with the City’ s specified naming convention.
Section 5. Exhibit B . The Schedule of Compensation (Exhibit B ) attached to the Original Agreement is hereby replaced with the updated Schedule of Compe nsation attached hereto as Exhibit B and incorporated herein by this reference.
Section 6. Integration. This First A mendment, the agreements specifically referred to herein, and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein, and supersede all negotiations with respect to the subject matter hereof. This First Amendment amends, as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreement shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of thi s First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of thi s First Amendment shall control and govern the rights and obligations of the Parties.
Section 7. Binding E ffect o f Agreement. Each of the Parties to this First Amendment represents that the person signing this First Amendment on behalf of such Party is 3 fully authorized to execute the First Amendment on behalf such Party and has the full legal authority to bind his or her respective Party to all of the terms, conditions and provisions of this First Amendment and that no other approvals or consents are necessary in connection therewith.
All terms and conditions of this Firs t Amendment shall be binding upon the Parties , their heirs, administrators, successors, representatives and/or assigns.
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4 IN WITNESS HEREOF, the Parties enter into this First Amendment on the year and day first above written.
“CONSULTANT” “CITY”
NMAI LLC, CITY OF ANAHIEM,
a California limited liability company a municipal corporation and charter city (formerly NMA INSPECTIONS LLC)
By: By:
John McKay Grace Ruiz-Stepter
Chief Executive Officer Director, Housing and Community Development Department
AP
PROVED AS TO FORM: ATTEST:
RO
BERT FABELA, CITY ATTORNEY THERESA BASS, CITY CLERK
By: By:
Ryan O. Hodge Theresa Bass
Deputy City Attorney
K-Anaheim HCV Inspections, Modification #1
HCV Inspections Services for the Anaheim Housing Authority 2022 Nan McKay and Associates, Inc. 1
K-Anaheim Housing Authority Inspections, Modification #1 HCV Inspections Services
CONTRACTOR CLIENT
Nan McKay and Associates, Inc. (NMA)
1810 Gillespie Way, Suite 202
El Cajon, CA 92020
Anaheim Housing Authority
201 S. Anaheim Blvd
Anaheim, CA 92805
CONTRACT POC Deb Torvik CONTRACT POC Miriam Zepeda
TITLE Director of Inspections TITLE Housing Programs Administrator PHONE (530) 314-9513 PHONE (714) 765-4320
EMAIL [email protected] EMAIL [email protected]
PURPOSE
This modification to the original contract dated 2/3/2023 increases the per-inspection fees by $3.80 per inspection performed, and amends the scope of work to include NMA creating an electronic inspection file for each unit inspected to include electronic copies of all inspection notices, individually named in accordance with an AHA-specified naming convention.
DESCRIPTION MODIFICATION
Per Inspection Fee (+) $3.80 pe r inspection
All other terms and conditions of the original consulting agreement remain unchanged and are in full force and effect, except as modified herein.
NAN MCKAY AND ASSOCIATES, INC. ANAHEIM HOUSING AUTHORITY
NAME NAME
SIGNATURE SIGNATURE
TITLE
TITLE
DATE DATE
EXHIBIT A
SCOPE OF WORK AMENDMENT
*The First Amendment incorporates an increase of the Inspections Administrative Fee from $7.50 to $11.30 per inspection.
EXHIBIT B
SCHEDULE OF COMPENSATION AMENDMENT
$11.30 / inspection
*The First Amendment incorporates an increase of the Inspections Administrative Fee from $7.50 to $11.30 per inspection.