SECOND AMENDMENT
TO
PROFESSIONAL SERVICES AGREEMENT
THIS SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (the "Second Amendment"), is dated for purposes of identification only as of March 4, 2025 by and between the CITY OF ANAHEIM, a municipal corporation and charter city (the "City"), and JASON ADDISON SMITH CONSULTING SERVICES, INC., a California corporation DBA JAS PACIFIC (herein referred to as "Consultant"), with reference to the following:
A. The City and Consultant entered into that certain Professional Services Agreement dated as of July 1, 2020, which is incoq?orated herein by this reference (the "Original Agreement").
B. Under the tenns of the Original Agreement, Consultant provided staffing support services on an as-needed basis for inspection services, plan check services and permit processing (the "Services").
C. The City and Consultant entered into that certain First Amendment to Professional Services Agreement dated as of March 7, 2023, which is incorporated herein by this reference (the "First Amendment"), whereby the City and Consultant agreed to amend, modify and supplement certain portions of the Original Agreement to increase the Maximum Compensation to TWO MILLION and 0/100 Cents ($2, 000, 000. 00). Collectively, the Original Agreement and First Amendment shall be referred to as the "Original Agreement".
D. The Initial Term of the Original Agreement terminated on June 30, 2023.
City had the exclusive right to extend the Initial Term to June 30, 2025.
The
E. The City and the Consultant (each, a "Party" and, jointly, the "Parties") desire to amend the Original Agreement to increase the Maximum Compensation to TWO MILLION FP/E HUNDRED THOUSAND and 0/100 Cents ($2,500,000.00).
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. Corn ensation. 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 understood 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 the amount of TWO MILLION, FD/E HUNDRED THOUSAND AND N0/100 DOLLARS $2, 500, 000. 00 ("Maximum Compensation"), without the prior written authorization of City.
1 Section 3. Inte ration. This First 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 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 this First Amendment and the terms and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control and govern the rights and obligations of the Parties.
Section 4. Bindin Effect of A reement. Each of the Parties to this First Amendment represents that the person signing this First Amendment on behalf of such Party is 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 comiection therewith.
All terms and conditions of this First Amendment shall be binding upon the Parties, their heirs, administrators, successors, representatives and/or assigns. [SIGNATURES BEGIN ON NEXT PAGE]
D^ WITNESS HEREOF, the Parties enter into this First Amendment on the year and day first above written.
"CONSULTANT"
JASON ADDISON SMITH
CONSULTING SERVICES, INC.,
a California corporation DBA JAS Pacific
"CITY"
CITY OF ANAHEIM,
a municipal corporation and charter city
By:
Jason Addison Smith
President
By
Heather Alien
Acting Director of the Planning and
Building Department
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
ATTEST:
THERESA BASS, CITY CLERK
By:
Leonie H. Mulvihill
Assistant City Attorney^^^
By:
Theresa Bass
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