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18-0523_MICHAEL BAKER INTERNATIONAL, INC._Renewal of Personal Services Agreement _ .1, 43-t;;;,,c , , . ' t32400 PASEO ADELANTO iii` MEMBERS OF TWE CITY COUNCIL SAN JUAN CAPISTRANO,CA 92675 /ij; g ,ll (949)493-1171 til r_ minaeonetlo SERGIO FARIAS (949)493-1053 Fax • ESIAIIISKI 1961 KERRY K:FERGUSON www.sanjuancapistrano.org 1776 '111 BRIAN I_MARYOTT -- �. o , •• ,, -- PAM PATTERSON,ESQ. DEREK REEVE • - • May 23, 2018 .. Michael Baker International, Inc. . Attn: Michael Tylman, Sr. Vice President, ' 2729 Prospect Park Dr., #220 - Rancho Cordova,:CA,95670: , ,,, . ' . Subject:;. Renewal,of.;Professional Services,Agreement;,,,<i . Dear Mr. Tylman, This letter,;serves as ,a;:formal...renewal•,notice..of-;ther,;;ourre,nt- Professional Services Agreement ("Amendment No. 4"), executed on August 15, 2017, between the City of San Juan Capistrano ("City") and Michael Baker International, Inc. ("Consultant"), whereby Consultant provides Planning development project management services. The original Professional Service Agreement ("Agreement") was executed on January 26, 2016. • The Amendment No. ;,4 is, set to expire on June 30, 2018; however, Section 3.2, amending the -Section 5 of the Agreement provides that "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." Pursuant to Section 5 of the Agreement, the City'hereby extends the term of the Agreement, with all provisions of the Agreement in full force and effect, until June 30, 2019. This extension represents the first of the two additional one-year extensions authorized by Section 3.2. Please sign this letter and return to Ayako Rauterkus, Senior Management Analyst at your earliest convenience. We look forward to continue working with your firm. Sincerely, . Benja . in Sie I, City Manager . CC: . Pam Warfield, Contract Administrator . Trayci A. Nelson . San Juan Capistrano: Preserving the Pas't"'toYEnhance the Future . . T.,, Printed on 100%recycled paper • Mr. Michael Tylman Page 2 May 23, 2018 Accepted and acknowledged by: Michael Baker International, Inc. Cad V• Signature Albert V.Warot Name Associate Vice President Title May 30,2018 Date 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. Exceptas 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. Be 1 ge rty Mana r Signature ('e"0 ao( Michael Tylman Name Date Sr.Vice President 706411 B ei, Title ' � July 14,2017 Ltari1Morris, Ci • lerk Date Approved As To Form: City ttorney Page 3 of 3 61147.00310\29954309.2