AMENDMENT NO. 3 TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND PA-AN INC. (STUDIO 6 SUITES)
This Amendment No. 3 to the Professional Services Agreement is made and entered into as of January 21, 2026 , by and between the City of San Bernardino, a charter city and municipal corporation with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, California 92401 ("City"), and PA-AN INC. (Studio 6 Suites), a corporation with its principal place of business at 607 West 5th Street, San Bernardino, California 92410 ("Owner"). City and Owner are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. WHEREAS, the Parties entered into an agreement dated March 20, 2024, for the purpose of providing interim emergency shelter motel rooms to be used by individuals Original
B. WHEREAS, the Parties entered into Amendment No. 1 dated November 20, 2024, to increase the number of motel rooms and beds and update existing budget amounts; and C. WHEREAS, due to an administrative error, the executed version of Amendment No. 1 contained incorrect budget amounts that were not aligned with the version presented to and approved by the City Council; and
D. WHEREAS, on April 2, 2025, the Parties entered into Amendment No. 2, to formally terminate Amendment No. 1 and update the budget amounts as necessary; and E. WHEREAS, due to ongoing security and compliance concerns, the City elected to terminate interim emergency shelter services with a separate motel entity, thus leaving additional funding available for use; and
F. WHEREAS, given strict funding utilization deadlines and current fund amounts, the City desires to utilize all available funding sources (CDBG-CV, ARPA, and PLHA) to pay for any services provided under the terms of the Original Agreement and subsequent amendments; and
G. WHEREAS, with changes to the funding provisions, the City also elects to improve interrupted room access for
participants and increasing available room amounts; and H. WHEREAS, the Parties now desire to execute this third amendment of the Original Agreement in order to revise the funding structure, revise the room allocation amounts, remove any blackout dates, ensure adequate repairs, and extend the agreement term; NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 3 and the original Agreement, the Parties mutually agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference.
2. Compensation. Section 4.b. of the Original Agreement is hereby amended in its entirety to read as follows:
In no event shall the total amount paid for services rendered by Owner under this Agreement exceed the sum of $1,425 ,735.37.
This amount is to coverall all related costs, and the City will not pay any additional fees for printing expenses. Invoicing shall occur as provided in Section 1.9 of Exhibit 1.
3. Term. Section 1.7 of Exhibit 1 of the Original Agreement is hereby amended in its entirety to read as follows:
1.7 Term.
on the date on which the City Clerk of San Bernardino attests this Agreement and shall expire on June 30, 2027, unless the Term is extended or terminated earlier pursuant to provisions of this Agreement. City shall have one (1) option to extend the Term for a period of six (6) months, commencing on the first day following the expiration of the Term. In order to exercise the option, City must give written notice to Owner of such exercise no later than thirty (30) days before the expiration of the Term. Notwithstanding any other provision herein, City shall have the unilateral right to terminate this Agreement at any time for any or no reason upon l have no
expiration or termination. Expiration or termination of this
4. Repairs. Section 2.1 of Exhibit 1 of the Original Agreement is hereby amended in its entirety to read as follows:
Subject to the exceptions set forth in
Section 2.0 and the limitations set forth in Section 2.2, City shall reimburse Owner for all costs and expenses actually incurred and paid by Owner for restoration of the Hotel necessitated by damages caused by City, its officers, employees, agents, contractors, or subcontractors, or Bridge to Placement Participants. All restoration costs and expenses shall be preapproved by City based on reasonable commercial-standard estimates. City shall have the right cause of such damage, and evaluate the reasonableness of the scope and dollar amount of the proposed restoration. City shall not unreasonably delay, condition, or withhold its preapproval. City shall have no obligation to reimburse Owner for costs and expenses
the requirements set forth in Section 1.3 (Check-in of Bridge to Placement) or Section 1.4 (Check-out of Bridge to Placement Participants)o ensure that employees/agents of Authorized Service Providers inspect, photograph, and document the condition of guest rooms, in addition to the common area in the vicinity of such guest rooms, at both check-in and check-outshall relieve City of any obligation to reimburse Owner for the proposed restoration under this Agreement or otherwise. Owner shall be required to provide itemized invoices detailing the restoration or repairs needed. Invoices must include documented photos of the repaired area(s) before and after said 5. Quiet Enjoyment. Section 2.4 of Exhibit 1 of the Original Agreement is hereby amended in its entirety to read as follows: this agreement, City shall peaceably and quietly hold and enjoy guest rooms occupied by Bridge to Placement Participants without hindrance or interruption by Owner or any other persons claiming by or under Owner (subject to any relevant provisions set forth in this Agreement. Owner agrees and warrants that there will be no dates or interruption in room access for participants throughout the duration of this Agreement. Participants assigned to a particular room or space shall remain in said space for the duration of their time in the program to ensure continuous access for said participant. 6. Amendment of Rates Schedule and Room. Exhibit B-1 of the Original Agreement is hereby amended in its entirety to reflect the new allocation of rooms and budget for this motel, and is attached hereto and incorporated herein by reference. 7. Full Force. Except as amended by this Amendment No. 3, all provisions of the Original Agreement shall remain in full force and effect, and shall govern the actions of the Parties under this Amendment No. 3. from and after the date of this Amendment No. 3, it shall mean the Agreement as amended by this Amendment No. 3. 8. Electronic Transmission. A manually signed copy of this Amendment No. 3, which is transmitted by facsimile, email, or other means of electronic transmission, shall be deemed to have the same legal effect as delivery of an original executed copy for all purposes. This Amendment No. 3 may be signed using an electronic signature. 9. Counterparts. This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original and together which shall constitute one and the same Amendment No. 3.
SIGNATURE PAGE FOR AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT WITH PA-AN INC.IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 3 on the Effective Date first herein above written. CITY OF SAN BERNARDINO OWNERAPPROVED BY:PA-AN INC.Eric Levitt APPROVED BY:City ManagerAndy PatelOwnerAPPROVED AS TO FORM:Best Best & Krieger LLP
Exhibit B-1 Rates Schedule The following rate schedule is a projection of anticipated spending and not a commitment. The City will only pay for rooms as needed based on the quoted room rate of $70 a night for a single room and $80 a night for a double room not including the appropriate tax. The City acknowledges that costs have been incurred since the implementation of the program under the Permanent Local Housing Allocation (PLHA) and Community Development Block Grant Coronavirus (CDBG-CV) funds. As a result, remaining available funds are subject to reconciliation based on actual expenditures to ensure financial compliance and reporting accuracy. Given recent program changes and approaching funding-source utilization deadlines, all available funding, from any of the existing sources including, PLHA, CDBG-CV and ARPA, are available for use for payment, in accordance with the terms of this Agreement. However, such payment(s) may not exceed the federal funding limits applicable to each funding-source. Studio 6 (Updated Rate Schedule) Room Type Rate Per Night Single Room $70 Double Room $80 Total Number of Single Rooms: 20 Total Number of Double Rooms: 20 Total Number of Rooms: 40 Total Number of Beds: 60