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20-1207_PLACEWORKS_Amd 3 to Professional Services Agreement61147.00310\33494811.1 Page 1 of 3 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 ___________, 2020, 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 Placeworks, a California Corporation with its principal place of business at 3 MacArthur 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 September 3rd, 2019 (“Agreement”) for the purpose of retaining the services of Consultant to prepare an environmental document for the Creekside Specific Plan Residential Development Project (GPA 18-004). 2.2 Amendment No. 1. As of February 4, 2020, the City and Consultant entered into Amendment No. 1 to the Agreement (“Amendment No. 1”) to amend the Agreement to include additional scope of services and increase the not-to-exceed compensation amount. 2.3 Amendment No. 2. As of September 1, 2020, the City and Consultant entered into Amendment No. 2 to the Agreement (“Amendment No. 2”) to amend the Agreement to revise the scope of work to include the Industrial Adjacency Assessment (IAA) and increase the not-to-exceed compensation amount of the Agreement. 2.4 Amendment No. 3. The City and Consultant now desire to amend the Agreement to revise the scope of work to provide for ongoing transportation and planning services to the City, as provided by Consultant and subconsultant Urban Crossroads (“Subconsultant”) in light of the multiple rounds of review of the Initial Study / Notice of Preparation and anticipated attendance at future meetings and hearings regarding the same. 2.4 Amendment Authority. This Amendment No. 3 is authorized pursuant to Section 3 of 7 December 61147.00310\33494811.1 Page 2 of 3 the Agreement. 3. Terms. 3.1 Amendment to Section 1. Services. Section 1 of the Agreement is hereby amended in its entirety to read as follows: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibits “A,” “C,” “D,” and “E.” 3.2 Amendment to Section 2. Compensation. Section 2 of the Agreement is hereby amended 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,” “C,” “D,” and “E.” b. In no event shall the total amount paid for services rendered by Consultant (including services rendered by Subconsultant) under this Agreement exceed the sum of $330,553. 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. 3.3 Amendment to Exhibits. Exhibit E as attached to this Amendment No. 3 is hereby added to and incorporated into the Agreement as Exhibit E. 3.4. 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. 3.5 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. 3.6 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. William Halligan Managing Principal 11-25-20 12/14/2020 12505-12 CA#1 AUTHORIZATION FOR ADDITIONAL WORK November 18, 2020 Ms. Elizabeth Kim Placeworks 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 SUBJECT: CREEKSIDE TRAFFIC IMPACT ANALYSIS –CONTRACT AMENDMENT #1 Dear Ms. Elizabeth Kim: Urban Crossroads, Inc. is pleased to submit this proposal agreement to Placeworks (Client) for approval of the following scope of work to provide on-going transportation and planning services for the Creekside development (Project) located in the City of San Juan Capistrano. SCOPE OF ADDITIONAL WORK The following scope of work represents the additional services necessary to complete this Project: 1. Prepare for and attend an additional hearing (City Council Hearing) as the original proposal identified participation in up to two hearings, the first being the Planning Commission Hearing and the second will be the continued Planning Commission Hearing on December 8, 2020. 2. Prepare for and participate in any upcoming meetings between the Client or City staff. 3. Review and prepare responses in coordination with the Client and/or City staff for comments received on the draft environmental document during the public review period. PROFESSIONAL FEE The not-to-exceed fee to accomplish this Scope of Work is $10,000 (to be billed time and materials). Exhibit A Ms. Elizabeth Kim Placeworks November 18, 2020 Page 2 of 3 12505-12 CA#1 TERMS If agreeable, this letter serves as our mutual, contractual agreement and authorization to proceed. The Client agrees to compensate Urban Crossroads on a Task Progress Basis (percentage of job completed) as subsequent work is completed. Please sign one copy of this scope of work and return it to us for our files, or send us the agreements utilized by your company. We are looking forward to serving you on this project. This proposal offer is valid for 60 days. If you have any questions, please contact me directly at (949) 660-1994. Respectfully submitted, URBAN CROSSROADS, INC. Aric Evatt, PTP President CONTRACT APPROVAL: Approved by: Title: Firm: Placeworks Date: Exhibit A Ms. Elizabeth Kim Placeworks November 18, 2020 Page 3 of 3 12505-12 CA#1 EXHIBIT A BILLING RATES FOR URBAN CROSSROADS, INC. Position Hourly Rates Principal $180 – 250 Senior Associate $130 – 200 Associate $100 – 150 Senior Analyst $80 – 120 Analyst $70 – 110 Assistant Analyst $50 – 90 Administrative Support $60 – 100 General (1) Reimbursable direct costs, such as reproduction, supplies, and messenger service will be billed at cost. (2) Hourly rates apply to work time, travel time, and time spent at public hearings and meetings. For overtime work, the above rates may be increased 50 percent. (3) Monthly billing statements are due within thirty (30) days of receipt. Exhibit A