HA Item 03 - First Amendment to the Agreement with MRI Software LLC (formerly Happy Software LLC)

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1 FIRST AMENDMENT TO CONSULTANT AGREEMENT WITH MRI SOFTWARE LLC THIS FIRST AMENDMENT is made and entered into this 21st day of May, 2024 by and between MRI Software, LLC, a Delaware limited liability company dba Happy Software, an MRI Software Company (“Consultant”), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic (hereinafter “Authority”). RECITALS A.On June 1, 2021, the Authority and Consultant entered into Agreement #2122-H-002 (“Agreement”) with Happy Software LLC, an MRI Software company, to provide housing management software services. The term of the Agreement runs until May 31, 2024 with an option for the Parties to the Agreement to extend the term of the Agreement. The Agreement is current and in-effect. B.Authority was notified by the Consultant that MRI Software LLC acquired Happy Software and would continue to provide services via Happy Software. C.The parties now wish to amend the Agreement to amend the scope of services; include new terms and language to the “Master Agreement” attached as Exhibit A to the Agreement; recognize the revised corporate name due to the acquisition detailed in Recital B; exercise the option to extend the term of the Agreement for two (2) years; and increase the overall compensation by $148,100 to cover costs related to the increased scope and extended term. No other changes are contemplated by this First Amendment to the Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1.SCOPE OF SERVICES, is amended to include Exhibit B-1, to this First Amendment (the “Order Document Recurring Software and Services”), for Consultant to provide additional work related to criminal background checks and sex offender screenings. 2.SCOPE OF SERVICES, is amended to reflect the following revisions or inclusions to the Master Agreement portion of Exhibit A to the Agreement: •Pursuant to Section 10.14 of the Master Agreement, such Third Party Software providers are intended third party beneficiaries of the Agreement, with respect to the Third Party Software. •Section 10.17 Order of Precedence. To the extent any terms and conditions of this Master Agreement conflict with the terms and conditions of any Schedule, the provisions of this Master Agreement shall control unless the Schedule expressly states the intent to supersede a specific portion of the Master Agreement. EXHIBIT 2