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19-0820_PLACEWORKS_Amd No. 3 to the Professional Services Agreement AMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND PLACEWORKS 1. Parties and Date. This Amendment No. 3 to the Professional Services Agreement is made and entered into as of this day of August, 2019, by and between the City of San Juan Capistrano, a municipal organza ion 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 Placeworks, a California Corporation with its principal place of business at 3 MacArther Place, Suite 1100, Santa Ana, CA 92707 ("Consultant"). City and Consultant 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 November 7, 2017 ("Agreement") for the purpose of retaining the services of Consultant to provide preparation of an Initial Study (IS) and subsequent environmental document, as required by the initial study, for the River Street, San Juan Capistrano project. 2.2 Amendment No. 1. On April 3, 2018, the City and Consultant entered into Amendment No. 1 to the Agreement (Amendment No. 1) to revise the scope of services and increase the not-to-exceed compensation amount. 2.3 Amendment No. 2. On January 15, 2019, the City and Consultant entered into Amendment No. 2 to the Agreement (Amendment No. 2) to revise the scope of services and increase the not-to-exceed compensation amount. 2.4 Amendment Purpose. The City and Consultant now desire to amend the Agreement to revise the scope of services and increase the not-to-exceed compensation amount. 2.5 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 3 of the Agreement. Page 1 of 3 3. Terms. 3.1 Amendment. Sections 1 and 3 of the Agreement are hereby amended in their entirety to read as follows: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 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." b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $256,581. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. 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 Continuing Effect of Agreement. Except as amended by this Amendment No.3, all other provisions of the Agreement 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, whenever the term"Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 3. 3.3 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. 3. 3.4 Severability. If any portion of this Amendment No. 3 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. [Signatures on Next Page] Page 2 of 3 SIGNATURE PAGE FOR AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND PLACEWORKS CITY OF SAN JUAN CAPISTRANO PLACE WORKS Approved By: qg'erfq � —z..i" --�Ben' n Signature --ti City Manager M Got— Uifiy-G1E_ E-22- /1 Name Date `77 -f �P - Attest : • Title 0 If �w ;JL 4 j 2019 M ria,Mo ris,i ity Clerk Date Approved As To Form: 4,./,,,,, z City A rney � Page 3 of 3 EXHIBIT A • @'9 PLACEWORKS SERVICE AUTHORIZATION AMENDMENT NO. 3 PROJECT NO. SJC-11 DATE July 3,2019 PROJECT NAME River Street Marketplace AGREEMENT BETWEEN: CLIENT City of San Juan Capistrano CONSULTANT PlaceWorks STREET ADDRESS 32400 Paseo Adelanto STREET ADDRESS 3 MacArthur Place,Suite 1100 CITY STATE AND ZIP San Juan Capistrano,CA 92675 CITY STATE AND ZIP Santa Ana,CA 92707 CONTACT David Contreras CONTACT Nicole Morse Hereinafter referred to as"Client." Hereinafter referred to as"Consultant." This Amendment No.3 to an existing agreement for services is made and entered into effective as of the date of signature("Effective Date"),by and between PlaceWorks(Consultant),a California Corporation,and City of San Juan Capistrano(Client). RECITAL The Consultant desires to amend,modify and revise that certain Agreement("Existing Agreement")with the Client,entered into on November 7,2017,as amended on March 22,2018 and December 18,2018, to provide Services,as defined therein,and to now amend the Existing Agreement.Except as specifically amended by this document,all other terms and conditions of the Existing Agreement will remain in full force and effect,without modification. Now,therefore,in consideration of the above facts and of the covenants and agreement contained herein,the parties hereto agree that: A Contract Amendment in the amount of$43,900 is authorized in accordance with the scope of work provided in Attachments A and B. Previous Contract Amount of this Tasks Amount Amendment New Contract Amount • TASK 3. MEETINGS AND PUBLIC HEARINGS 13,700 3,290 16,990 TASK 4.7.FISCAL AND ECONOMIC MEMO 0 3,850 3,850 TASK 11A. MEMORANDUM 0 22,850 22,850 TASK 1113.CONFERENCE CALLS 0 3,160 '3,160 TASK 11C.CITY COUNCIL HEARING 0 4,760 4,760 TASK 11D. URBANA 0 3,388 3,388 REIMBURSABLE EXPENSE 8,875 2,602 11,477 TOTAL CONTRACT AMOUNTS $212,681 $43,900 $256,581 3 MacArthur Place,Suite 1100 Santa Ana, California 92707 714.966.9220 PlaceWorks.com PLACEWORKS CONSULTANT: CONSULTANT PlaceWorks STREET ADDRESS 3 MacArthur Place,Suite 1100 CITY STATE AND ZIP Santa Ana,CA 92707 AUTHORIZED REPRESENTATIVE Nicole Morse,Esq. TITLE Principal PlaceWork's Authorized Representative Date CLIENT: CLIENT City of San Juan Capistrano STREET ADDRESS 32400 Paseo Adelanto CITY STATE AND ZIP San Juan Capistrano,CA 92675 AUTHORIZED REPRESENTATIVE David Contreras TITLE Principal Planner Client's Authorized Representative Date Service Authorization I Page 2 EXHIBIT B Attachment A: Scope of Work Task Scope of Work Cost Attendance and preparation at additional meetings,conference calls, 3:Meetings and Public Hearings and hearings. Review/revise resos and findings in preparation for City 3,290 Council.This work has been performed and completed. I 4.7:Economic Impact Report(Andrew Chang& ^� i 3,850 Co, LLC)' ( See Attachment B.This work has been performed and completed. Responses to Late Comment Letters and Public Testimony at the 11A:Memorandum—Responses to Comments Cultural Heritage Commission, Planning Commission,and July 2,2019 22,850 City Council Hearing 11B:Conference Calls(4) ( Up to four conference calls with the project Principal-in-Charge and i 3,160 three other experts 11C:City Council Hearing August 6,2019 Preparation and Attendance at City Council ! 4,760 1 1 D: Responses to comments,conference calls, I 3,388 and City Council hearing attendance(Urbana)' j Subconsultant Urbana participating in Tasks 11A-11C. Additional copies and distribution of FEIR ( 500 Copies of Response to Comments Memo 11,200 Reimbursable Expense CDFW Filing Fee(fee increase) 171 Orange County Clerk-Recorder Filing fee 50 Office Expense(2%of PW Labor) 681 Contract Amendment No.3 i $43,900 Contract Amendment No.2 j $28,449 Contract Amendment No. 1 j $15,993 Original Contract Total j $168,239 w Contract.Total ;Optional Task ) $256;581s = •'j 1. Includes a 10 percent mark-up. Attachment B: Andrew Chang & Co, LLC Scope of Work OPLACEWORKS Proposal to Assess the Fiscal and Economic Impact of the River Street Marketplace Project on the City of San Juan Capistrano April 8, 2019 - 4% ANDREW CHANG & CO, LLC Proposal to Assess the Fiscal and Economic Impact of the River Street Marketplace Project on the City of San Juan Capistrano (Table of Contents) Item Page Cover Letter 1 A. Qualifications and Expertise 2 B. Scope and Key Questions 4 C. Cost 4 D. Contact Information 4 Appendix A— Project Staff Resumes 5 &% ANDREW CHANG & CO, LLC April 8, 2019 Ms. Nicole Morse Placeworks 3 MacArthur Place, Suite 1100 Santa Ana, California 92707 Phone: 714.966.9220 Email: nmorse@placeworks.com Dear Ms. Morse: Andrew Chang & Co, LLC is pleased to submit our proposal to provide an assessment of the fiscal and economic impact of developing the River Street Marketplace Project on the City of San Juan Capistrano, CA. We understand that this project is currently under consideration by the City and that you will need to have the study completed on or before December 31, 2018. We believe that we are uniquely qualified to perform the fiscal and economic impact assessment. What we bring to the project includes: • Extensive experience determining the fiscal and economic impact of new developments in California; ■ Expertise in using advanced analytic techniques to solve policy problems; ■ Substantial experience performing fiscal and economic impact analysis for state and local agencies and private sector companies; and ■ Hands-on experience working on sensitive experience under tight deadlines. If you have any questions about our proposal, please feel free to contact me on my mobile at 415-572-5291 or by email at andrew.changAAChangLLC.com. We look forward to hearing from you. Sincerely, /117 Andrew Chang Managing Director Andrew Chang & Co, LLC_. 1 A. Qualifications and Expertise Andrew Chang & Co, LLC has deep expertise in applying cutting-edge analyses to help frame and solve issues pertaining to public policy and business. We provide strategy and operations consulting to a number of Fortune 1000 firms to improve their top and bottom lines. Moreover, our consultants have significant experience providing policy, economic, fiscal and operations consulting for a number of public sector agencies, non-profit organizations and coalitions to help frame and shape policy.development. As demonstrated in Figure 1, our professional staff has a wide range of issues, including state and local government issues pertaining to economic and public finance analysis. Figure 1 Andrew Chang & Co, LLC Experience Matrix Health& Military& Human Services Aerospace Education Business& General Energy& Infrastructure Government Natural Resources Public Policy& Business Strategy • • • Development Economic& Financial • • Analysis Management& Operations • • • • 0 Consulting Information Technology • • • 0 0 Consulting •Primary Experience 0 Secondary Experience Our experience includes the following (Partial list of publicly released studies): ■ An Analysis of the Inland Empire Dairy Industry: Report commissioned to evaluate the future of the dairy industry in California's Inland Empire (November 2013). http://www.cityofchino.orp/home/showdocument?id=9206 • Stratford Ranch Industrial Development - Fiscal & Economic Impact: Fiscal and economic assessment commissioned to inform the discussion regarding the development of an industrial facility in the City of Perris (October 2012). http://www.cityofperris.orp/departments/development/I ntegraDistCenter/E I R-Find ings- SOC.pdf 2 • ▪ An Agriculture Industry Analysis of the Inland Empire: Report commissioned to assess the long-term prospects of the agriculture industry in California's Inland Empire (March 2012). https://mvgordie.files.wordpress.com/2013/02/appendix-c-agricultural-analysis.pdf ▪ Fiscal & Economic Impact of Proposed Redevelopment on the City of Cypress: Fiscal and economic assessment commissioned by the City of Cypress to inform the decision making process regarding the development of 33.5 acres of the Los Alamitos Race Track as posted by Citizens for Responsible Development (February 2012). https://fb_docs.com/T1 S8#1 Staffing: The project team organization is exhibited in Figure 3. Detailed resumes are included in Appendix A. Figure 3 Project Staffing Model Andrew Chang Managing Director Jenny Kot Sr.Associate Andrew Chang, Managing Director Andrew has twenty years of experience working with both high-level executives and operations staff on sensitive issues in both the private and public sectors. Andrew's experience includes the development and implementation of major public policy initiatives for campaigns,think-tanks and government agencies, and the development and implementation of major strategy and operations initiatives for Fortune 500 companies. Andrew has served in multiple executive positions in government, including Chief Deputy Director of the California Department of General Services, Assistant Secretary for the California State and Consumer Services Agency, and Economist for the Office of the Governor of California. Andrew began his consulting career with the global consulting firm of A.T. Kearney where he worked with technology and communications firms to develop market entry strategies and restructure corporate finances. Andrew received his A.B. from the University of California at Berkeley, his Masters in Public Policy from Georgetown University in Washington, DC and is a graduate of the University of Michigan's Executive MBA Center. Jenny Kot, Associate During her time at the firm, Jenny has specialized in the development and implementation of statewide public health programs and energy efficiency programs. Jenny has deep expertise 3 working collaboratively with diverse stakeholder groups on program design and has worked with several major state government agencies to improve their core administrative functions. Jenny has developed and managed sophisticated procurements, developed budget tools to monitor and track over 40 interrelated contractors, and developed policies and procedures to support program staff in contract management and contracting operations. Other areas of experience include marketing campaign management, social media management, and financial and strategic analyses. Jenny comes to the firm with experience in renewable energy market research where she designed market entry strategies and conducted industry research on policy changes and client needs. Jenny graduated Magna Cum Laude from the University of Nevada, Reno with a B.S. in Finance and Economics, with experience in conducting various types of multiple regression and trend analysis. Jenny is fluent in Mandarin and Cantonese. B. Scope and Key Research Questions Our analysis will utilize generally accepted principles of policy analysis and administration, business administration, economics, public finance, mathematics and statistics. For the purposes of this engagement, we will employ regional input-output analysis to determine the economic impact of the initiative.The product will be a 3 -5 page memo providing a high level assessment of the project. Key questions that the memo will address include the following: • What is the estimated direct economic stimulus that the project will create? Of this, what is the direct stimulus created by the construction of the project?What is the direct stimulus created by the ongoing operations of the facility? • What are the total direct jobs that will be created by the project? • What is the total expected economic output that will be created by the project? ■ What is the total impact on household earnings to residents in the City. C. Cost We will provide the services and develop the products described in this agreement for $3,500.00 firm and fixed. Additional expenses associated with in-person briefings and/or meetings requested by the client will be rebilled to the client at an hourly rate plus costs. D. Contact Information The principal contact for this engagement is as follows: Andrew Chang Managing Director Andrew Chang & Co, LLC 1107 9th Street, Suite 501 Sacramento, CA 95814 Office: 916-538-6091 Cell: 415-572-5291 Email: Andrew.Chang@_AChangLLC.com 4 APPENDIX A ANDREW J. CHANG Managing Director PROFILE: Seventeen years of experience working with both high-level executives and operations staff on sensitive issues under tight deadlines in both the private and public sectors. Eight years strategy and operations consulting experience with emphasis on customer analysis and market entry strategies. Twelve years public policy development and implementation experience in California State government. Extensive experience working with a broad array of stakeholders to design, implement and monitor organizational initiatives. PROFESSIONAL EXPERIENCE: 10/11 —present Andrew Chang &Co, LLC Sacramento, CA Managing Director • Provide market entry and strategy consulting to Fortune 1000 companies with an emphasis on private sector interaction with government. Private sector specialization in assessing and identifying new market opportunities and developing strategies to enter new markets. Public sector emphasis on public policy, economic and public finance analysis and operations management consulting. 07/09— 10/11 Chang &Adams Consulting Sacramento, CA Managing Director • Provide market entry and strategy consulting to Fortune 1000 companies with an emphasis on private sector interaction with government. Private sector specialization in assessing and identifying new market opportunities and developing strategies to enter new markets. Public sector emphasis on public policy, economic and public finance analysis and operations management consulting. 04/07—07/09 Forward Observer, Inc. Sacramento, CA Vice President • Provide business intelligence and strategy consulting to Fortune 1000 companies to support market entry initiatives. Provide business-political risk and due diligence assessment for investment companies. Conduct fiscal, economic and public policy assessments. 08/04—04/07 California Department of General Services Sacramento, CA Chief Deputy Director • Chief Financial and Operations Officer of a state department with $1 billion annual operating budget, thirteen business units and 4,000 employees. Oversaw the state's procurement and real estate operations. Also responsible for the state's telecommunications, automobile fleet, printing, warehousing, insurance and school construction operations. • Special assignment to the Governor's Office to serve as chief staff economist for the Governor's Council of Economic Advisors. Facilitated Council meetings, prepared written briefings for the Governor on policy issues for consideration and assisted Council members with original research to present at the Council meetings. • Special assignment to the California Department of Corrections and Rehabilitation to assess the agencies procurement operations and develop recommendations to improve procedures and operations. 06/00—08/04 A.T. Kearney, Inc. San Francisco, CA Senior/Engagement Manager(06/02—08/04) • Lead teams to develop strategies for new lines of business for a Fortune 1000 technology company, a national consumer products consortium and an international consumer products retail company. • Lead teams to develop strategies to both acquire and sell technology services, R&D and manufacturing business units. • Analytic and modeling methods subject matter expert. Finance and Accounting business processes subject matter expert. Associate Management Consultant(06/00—06/02) • Conduct research and develop recommendations for various clients in the high technology and consumer products industries. 5 08/03— 10/03 Californians for Schwarzenegger(Temporary leave from A.T. Kearney, Inc.) Santa Monica, CA Chief Economist/Deputy Policy Director • Principal economic, tax, energy and budget staff advisor for Arnold Schwarzenegger's gubernatorial campaign. 12/98—02/00 MGT of America, Inc. Sacramento, CA Senior Management Consultant • Implemented studies to improve finances and operations for Cleveland Unified School District, Florida State University and the California Resources Agency. 10/95— 12/98 California State and Consumer Services Agency Sacramento, CA Assistant Secretary for Policy and Operations • Executive of a government agency with an annual operating budget of$1.3 billion, twelve departments and over 14,000 employees. • Under supervision of the Secretary, guided agency and department policies, budgets and strategic plans. • Oversee the regulations development process of all subordinate departments to ensure that they met the policy and Administrative Procedures Act requirements. 05/95—10/95 Personal Staff of Governor Pete Wilson Sacramento, CA Chief Economist/Deputy Issues Director • Managed the development of national tax, trade, environment, agriculture and crime policies for Governor Pete Wilson's presidential campaign. 09/93—05/95 California Office of the Governor Sacramento, CA Deputy Chief Economist • Lead research teams to assess the economic and fiscal impact of tax, economic development, health care and immigration policies. EDUCATION: University of Michigan Ann Arbor, MI Master of Business Administration Essentials(1 of 30 A.T. Kearney consultants selected globally to participate in a tailored executive MBA program.) Georgetown University Washington, DC Master of Public Policy University of California Berkeley, CA Bachelor of Arts 6 • JENNY YING KOT Sr. Associate PROFILE: Bachelor of Science in Economics and Finance with minor in Statistics. Two years of experience in macroeconomic data research and analysis. Two years of experience with developing organizational structure and procedures for university organizations. Two years of experience in strategic analysis, investment evaluation and basic financial analysis on public corporations. One year of experience in market research, outreach strategies, and analysis in the renewable energy sector. PROFESSIONAL EXPERIENCE: 05/16—present Andrew Chang &Company, LLC Sacramento, CA Associate/Business Analyst ■ Conduct background research regarding development of major logistics center in Southern California. Under the supervision of the lead consultant, developed financial model to determine fiscal impact of the development on the City. ■ Perform in-depth analysis on California's environmental and socioeconomic factors to assist in the Program and policy design of a Low Income Weatherization Program executed by the Department of Community Services and Development. Perform pricing analysis on industrial supply vendors to match program needs with available products to maximize efficiency for the procurement process. • Design and develop a Master Calendar using Microsoft Project to manage more than 35 contracts. Integrate all key administrative, contract tasks, milestones, and deadlines to establish a multifaceted 6- year workplan to implement California Department of Public Health (CDPH)'s California Reducing Disparities Project Phase II (CRDP). • Provide assistance in finalizing solicitations, convening kickoff meetings, and aligning CDPH with contractors' expectations to ensure CRDP Phase II is implemented in a culturally and linguistically competent manner. 05/15—05/16 ElectraTherm, INC. Reno, NV Market Research Intern • Designed market entry strategies for an industrial renewable energy product into related industries such as oil and gas, waste water treatment, geothermal, biomass, and utilities. • Conducted extensive industry research to seek compatibilities between products and company functionality. Organized prospective client information for outreach purposes. • Analyzed policy changes in sectors relatable to renewable energy to determine tax incentives and implementation benefits for targeted client groups. • Designed marketing campaigns using MailChimp and Adobe Photoshop to engage potential leads. Communicate with prospects to further discuss performance potentials and encourage initial project estimate. • Simplified complex technical information on marketing collaterals. Customized pitch based on targeted audience to ensure effective communication and outreach. • Identified website traffic key factors such as geographic areas and page bounce rates using Google Analytics to analyze website efficiency. Designed creative components for the website responding to Google Analytics data. 11/13—07/15 Sushi Moto Reno, NV , Server/Cashier • Prioritized server, cashier and busser tasks during peak hours to uphold quality dining experiences. 03/13—05/13 University of Nevada Reno, NV Teaching Assistant • Support professor in administration of course. 07/11 —07/12 Levi Straus &Co Reno, NV Sales Associate • Provided customers with assistance finding and purchasing products to meet their individual needs. COURSE WORK: Seminar in Economic Research Reno, NV University of Nevada, Reno • Gathered cross-sectional, time-series, and panel data from sources such as the Bureau of Economic Analysis to extract information for analytical purposes. • Analyzed and graphed North Carolina's real per capita GDP and personal income data using the CPI Index to identify patterns and trends in variables. • Manipulated and cleaned raw data using Microsoft Excel and Stata Statistical Software to prepare for 7 • statistical analysis and obtain specific information about original sets of data. • Performed multiple regression analysis on macroeconomic data sets to estimate relationships among variables. Created statistical models based on results to find variable impacts. Develop recommendations for changes to enable improvements. • Examined current policy on Marijuana use and cross-analyzed policy information with marijuana demand data to evaluate the effect of policy changes on demand and prices. • Performed simple trend analysis and trend forecast using the Autoregressive Integrated Moving Average(ARIMA) Model on North Carolina's real per capita income data to predict future movements. • Built reports based on findings to describe data and explain trends for an academic audience. Strategic Management Reno, NV University of Nevada, Reno ■ Developed a strategic audit on Costco to analyze company performance and create an implementation plan to expand Costco's digital presence. • Conducted extensive research on company's financial reports to evaluate financial trends of Costco and major competitors. Made recommendations on expansion strategies based on a ratio analysis. • Performed competitor and competition analysis on rival companies including Sam Club and BJ Whole Sales Club using basic strategy analysis, SWOT Analysis, Porter's Five Forces, and Strategic Group Map to assess competitive position. • • Co-managed virtual digital camera company via Glo-Bus Game by forming and executing long-term strategies to make decisions pertaining to production, sales, marketing, and financials. Enhanced performance by building competitive advantage considering rival company's competitiveness. • Applied BCG Growth-Share Matrix and GE 9 Cell Grid to further determine company's individual Strategic Business Units (SBU) strength to make recommendations on resource allocation. EDUCATION: University of Nevada, Reno Reno, NV Bachelor of Science, Magna Cum Laude • 8