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16-0920_MICHAEL BAKER INTERNATIONAL, INC_2nd Amd to Professional Services AgreementAMENDMENT NO.2 TO THE PROFESSIONAL SERVICES AGREEMENT BET\ilEEN THE CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL, INC. 1. Parties and Date. of Amendment No. 2 to the Professional Services Agreement is made and entered into as day of September, 2016, by and between the City of San Juan Capistrano, a municipal This thisÆh 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 Intemational, 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 Intemational, Inc. are sometimes individually referred to as o'Party'' and collectively as "Parties." 2. Recitals 2.I 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. I On March I, 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 Purpose. The City and Consultant now desire to amend the Agreement to increase the not-to-exceed compensation amount. 2.3 Amendment Authority. This Amendrhent No. 2 is authorized pursuant to Section 3 of the Agreement. 3. Terms. 3.1 Amendment. Section 2 of the Agreement is hereby amended in its entirety to read as $^t follows Page I of3 2. Compensation. a. Subject to paragraph2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "8," 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 Three Hundred Thousarid Dollars ($300,000.00). 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 pa¡iments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Paym.ents to Consultant for work performed will be made on a monthly billing basis. 3.2 Continuinq Effect of Aqreement. Except as amended by this Amendment No. 2, all other provisions of the Agreement remain in fuIl force and effect and shall govem the actions of the parties under this Amendment No. 2. From and after the date of this Amendment No. 2, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No.2. 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. 2. 3.4 Severabilit)'. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. lSignatures on þ llowíng pagef Page 2 of3 ß. SIGNATURE PAGE TO CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL, INC. AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT CITY OF SAN JUAN CAPISTRANO MICHAEL BAKER INTERNATIONALO INC.Approved By. SCity Date isnature flh,[,t" f'l*e Name V ,ce Pfes',oQe æ Title Date Ia Approved As To Form: Õ,4n3-,;\ citfntt{n6y r Page 3 of3 w