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17-0815_MICHAEL BAKER INTERNATIONAL, INC_4th Amd to Professional Services Agreement AMENDMENT NO. 4 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL,INC. 1. Parties and Date. This Amendment No. 4 to the Professional Services Agreement is made and entered into as of this 15th day of August, 2017, by and between the City of San Juan Capistrano, a municipal organization organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and Michael Baker International, Inc., a Pennsylvania Corporation with its principal place of business at Airside Business Park, 100 Airside Drive, Moon Township, PA 15108 ("Consultant"). City and Michael Baker International, Inc. are sometimes individually referred to as "Party" and collectively as "Parties." 2. Recitals. 2.1 Consultant. The City and Consultant have entered into an agreement entitled "Professional Services Agreement," dated January 26, 2016 ("Agreement") for the purpose of retaining the services of Consultant to provide Planning development project management services. 2.2 Amendment No. 1. On March 1, 2016, the City and Consultant entered into Amendment No. 1 to the Agreement ("Amendment No. 1") to increase the not-to-exceed compensation amount under the Agreement. 2.3 Amendment No. 2. On September 20, 2016, the City and Consultant entered into Amendment No. 2 to the Agreement ("Amendment No. 2") to increase the not-to-exceed compensation amount under the Agreement. 2.4 Amendment No. 3. On December 6, 2016, the City and Consultant entered into Amendment No. 3 to the Agreement("Amendment No. 3")to extend the term under the Agreement. 2.5 Amendment No. 4. With this Amendment No. 4 to the Agreement("Amendment No. 4"), the City and Consultant now desire to amend the Agreement to extend the term and increase the not-to-exceed compensation amount of the Agreement. 2.6 Amendment Authority. This Amendment No. 4 is authorized pursuant to Section 3 Page 1 of 3 61147.00310\29954309.2 (Additional Work)of the Agreement. 3. Terms. 3.1 Compensation. Section 2 (Compensation) of the Agreement is hereby amended in its entirety to read as follows: 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit"B," attached hereto and incorporated herein by reference. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of Four Hundred Eighty Thousand Dollars ($480,000.00). Consultant shall not perform services requiring the use of Contingency funds without the City's prior approval, which shall not be unreasonably withheld, delayed or conditioned. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses, except as otherwise authorized under this Agreement. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3.2 Time of Performance. Section 5 (Time of Performance) of the Agreement is hereby amended in its entirety to read as follows: 5. Time of Performance. Consultant shall perform its services in a professional manner and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). Consultant shall complete the services required hereunder by June 30, 2018, unless earlier terminated herein as provided. The City shall have the unilateral option, at its sole discretion, to renew this Agreement automatically for not more than two additional one-year terms. The Notice to Proceed shall set forth the date of commencement of work. 3.3 Continuing Effect of Agreement. Except as amended by this Amendment No. 4, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 4. From and after the date of this Amendment No. 4, whenever the term"Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.4. 3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 4. Page 2 of 3 61147.00310\29954309.2 3.5 Severability. If any portion of this Amendment No. 4 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. CITY OF SAN JUAN CAPISTRANO MICHAEL BAKER INTERNATIONAL, Approved B • INC. of /� Y2--- Be i ge ` l � ity Mana r Signature C,^ty- ?f'k 92-10 - Michael Tylman Date "4 Name Sr. Vice President At B t, Title (,...__Affi v_r July 14, 2017 (41ari�Morris, Ci - lerk Date Approved As To Form: ttorn6 ey / City Page 3 of 3 61147.00310\29954309.2