SECOND AMENDMENT
TO
PROFESSIONA L SERVICES AGREEMENT
THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the "Seco nd Amendment"), is dated for purposes of identification only as of December 17, 2024, by and between the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic, (the "Authority") , and OVERLAND , PACIFIC & CUTLER, LLC, a Delaware limited liability company (the "Consultant") , with reference to the following:
A. The Authority approved the Original Agreement at its meeting on January 10, 2023.
B. The Authority and Consultant (each, a "Party" and, jointly, the "Part ies") entered into that certain Professional Services Agreement dated as of January 10, 2023, which is incorporated herein by this reference (the "Original Agreement").
C. The Parties entered into that certain First Amendment dated as of December 19, 2023, which is incorporated herein by this reference (the "First Amendment") , whereby the Parties agreed to amend, modify and supplement certain portions of the Original Agreement, in particular by extending the term and maximum compensation authority of the Original Agreement. Collectively, the Original Agreement and the First Amendment shall be referred to as the "Original Agreement".
D. Under the terms of the Original Agreement, Consultant provides acquisition and relocation services consistent with State guidelines (the "Services") .
E. Pursuant to Section 3 (Tenn) of the Original Agreement, the Initial Term is set to expire on December 31, 2024.
F. The Maximum Compensation under Paragraph 4.1 of Section 4 (Amount of Compensation ) of the Original Agreement is TWO HUNDRED THOUSAND Dollars and 0/100 Cents ($200,000.00).
G. The Parties desire to amend the Original Agreement to extend the Term through December 31, 2025 and increase the Maximum Compensation to THREE HUNDRED AND FIFTY THOUSAND DOLLARS AND 0/100 Cents ($350,000.00).
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 hereby agree that Section 3 (Term) of the Original Agreement is hereby amended to read in full as follows:
"The term of this Agreement shall commence on January 10, 2023 and shall tenninate December 31, 2025, unless sooner terminated as provided herein ("Term")." 1 Section 3. Compensation. The Parties hereby agree that Paragraph 4.1 of Section 4 (Amount of Compensation) of the Original Agreement is hereby amended to read in full as follows:
"4.1 Amount of Compensation. It is uDderstood by and agreed between the Parties to this Agreement that full and complete payment for all Services provided in accordance with this Agreement , including sub-consultant fees, if any, and reimbursable expenses, shall not exceed THREE HUNDRED AND FIFTY THOUSAND AND NO/100 DOLLARS $350,000.00 ("Maximum Compensation") , without the prior written authorization of Authority. Authority 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. Integration. This Second Amendment , 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 Second 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 this Second Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this Second Amendment shall control and govern the rights and obligations of the Parties.
Section 5. Binding Effect of Agreement. Each of the Parties to this Second Amendment represents that the person signing this Second Amendment on behalf of such Party is fully authorized to execute the Second 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 Second Amendment and that no other approvals or consents are necessary in connection therewith. All terms and conditions of this Second Amendme nt shall be binding upon the Parties, their heirs, administrators , successors , representatives and/or assigns. [SIGNATURES BEGIN ON NEXT PAGEi
2 IN WITNESS HEREOF, the Parties enter into this Second Amendment on the year and day first above written.
"CONSUL TANT"
OVERLAND, PACIFIC & CUTLER LLC,
a Delaware limited liability company
r;:"·~
By: _~-----------
Brian Everett,
Executive Vice President
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By: ___________ _
Ryan 0 . Hodge
Deputy City Attorney
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3 "AUTHORITY"
AN AID EM HOUS ING AUTHORITY,
a public body, corporate and politic
By: ___________ _
Grace Ruiz-Stepter
Executive Director
ATTEST:
THERESA BASS, SECRETARY OF THE
ANAHEIM HOUSING AUTHORITY
By: ___________ _
Theresa Bass