16-0920_MICHAEL BAKER INTERNATIONAL, INC_D9_Agenda ReportCity of San Juan Capistrano
Agenda Report
TO : Honorable Mayor and Members of the City Council
FROM: ;Jf[n Siegel, City Manager
SUBMITTED BY : Joel Rojas, Development Services Director .\;;) W lf,'9---
Ken Al-lmam, Chief Financial Officer rJ.IV
PREPARED BY: Ayako Rauterkus, Senior Management Analyst ~
DATE: September 20, 2016
9/20/2016
09
SUBJECT : Consideration of Amendment No. 2 to the Professional Services
Agreement for Planning Development Project Management
Services (Michael Baker International, Inc.)
RECOMMENDATION :
By motion, approve and authorize the City Manager to execute an Amendment No. 2 to
the Professional Services Agreement with Michael Baker International, Inc., for planning
development management services for a total amount not-to-exceed $300,000.
EXECUTIVE SUMMARY:
The City and Michael Baker International, Inc. (MBI) entered into a Professional
Services Agreement (PSA) on January 26, 2016, for planning development project
management services (Attachment 1 ). On March 1, 2016, the City Council approved
Amendment No. 1 to the PSA to increase the not-to-exceed amount to $125,000
(Attachment 2). An MBI contract planner has been working on major development
projects, such as the proposed Hotel Capistrano by Kimpton and Pacifica San Juan
subdivisions since February 1, 2016, and more projects will be assigned to MBI. Due to
the complexity and size of the current assigned projects, as well as the number of
anticipated projects to be assigned, the total not-to-exceed amount needs to be
increased in order for the contract planner to continue working on the projects . Staff
recommends approval of Amendment No. 2, which increases the not-to-exceed amount
from $125,000 to $300,000 (Attachment 3).
City Council Agenda Report
September 20, 2016
Page 2 of 2
FISCAL IMPACT:
The planning development projects are processed on the basis of full cost recovery by
developer deposits paid by the project applicants, and there is no impact to the City
budget. All applicants acknowledge financial responsibility and that additional deposits
may be required to cover the actual cost for project processing.
ENVIRONMENTAL IMPACT:
In accordance with the California Environmental Quality Act (CEQA) the recommended
action is exempt from CEQA per Section 15061 (b)(3), the general rule that the CEQA
applies only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment, the activity is not
subject to CEQA. Amending a Professional Services Agreement with Michael Baker
International, Inc ., to provide planning development project management would not be
an activity with potential to cause significant effect on the environment, and therefore is
exempt from CEQA.
PRIOR CITY COUNCIL REVIEW :
• On March 1, 2016, the City Council approved Amendment No. 1 to the
Professional Services Agreement with Michael Baker International, Inc. for
planning development project management services.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS :
Not applicable .
NOTIFICATION:
Michael Baker International, Inc.
A TTACHMEN T (S):
Attachment 1 -Professional Services Agreement
Attachment 2 -Amendment No. 1 to PSA
Attachment 3 -Proposed Amendment No. 2 to PSA
CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of . , 2016 by and
between the City of San Juan Capistrano, a municipal co rp orati on o anize d and operating
under the laws of the State of California with its principal place of business at 32400 Paseo
Adelanto, San Juan Capistrano, CA 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, (hereinafter referred to as "Consultant"). City and
Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this
Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Planning development project management (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED 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 $ 45,000. 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. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal
consultations with the other party indicate that a change is warranted, it shall be processed in
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ATTACHMENT 1
,..
·rt.J
the following manner: a letter outlining the changes shall be forwarded to the City by Consultant
with a statement of estimated changes in fee or time schedule. An amendment to this
Agreement shall be prepared by the City and executed by both Parties before performance of
such services, or the City will not be required to pay for the changes in the scope of work. Such
amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available upon reasonable request
at all reasonable times during the contract period and for four (4) years from the date of final
payment under the contract for inspection by City.
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 December 31, 2016, 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.
6. Delays in Performance .
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not
limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cai!OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations
performed under this Agreement.
8. Standard of Care.
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Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
9. Ass ignment and Subconsultant
Neither Party shall assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the other Party, which may be withheld
for any reason. Any attempt to so assign or so transfer without such consent shall be void and
without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall
contain a provision making them subject to all provisions stipulated in this Agreement. Nothing
contained herein shall prevent Consultant from employing independent associates, and
subconsultants as Consultant may deem appropriate to assist in the performance of services
hereunder.
10. Independent Consultant.
Consultant is retained as an independent contractor and Is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided. City agrees that it shall not, during the term of this
Agreement, nor for a period of one year after termination, solicit for employment, hire or retain,
whether as an employee or independent contractor, any person working under this Agreement,
who is or has been employed by Consultant.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence reasonably satisfactory to the City it has secured all insurance required under
this section. In addition, Consultant shall not allow any subcontractor to commence work on
any subcontract until it has secured all insurance required under this section.
a. Commercia l Genera l Liabili ty
(I) The Consultant shall take out and maintain, during the
performance of all work under this Agreement, in amounts not less than specified herein,
Commercial General Liability Insurance, in a form and with insurance companies acceptable to
the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
( 1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or an acceptable equivalent, as determined by the City
In its sole reasonable discretion.
(iii) Commercial General Liability Insurance must include coverage
for the following:
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(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one
insured against another; (3) products/completed operations liability; or (4) contain any other
exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees,
agents and City designated volunteers additional insured status using ISO endorsement forms
CG 20 10 10 01 and 20 37 10 01, or endorsements providing the an acceptable equivalent of
coverage, as determined by the City in its sole reasonable discretion.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to reasonable approval by the City,
and provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and
with insurance companies reasonably acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA DO 01 covering automobile liability
(Coverage Symbol1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to reasonable approval by the City, the automobile
liability program may utilize deductibles, provided that such deductibles shall not apply to the
City as an additional insured, but not a self-insured retention.
c. Workers ' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the prov1s1ons of
Section 3700 of the California Labor Code which requires every employer to be insured against
liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and he/she will comply with such provisions before commencing work
under this Agreement.
(ii)
61147.02100\24383874.2
To the extent Consultant has employees at any time during the
4
term of this Agreement, at all times during the performance of the work under this Agreement,
the Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the
period required by this Agreement, workers' compensation coverage of the same type and limits
as specified in this section.
d. Profess ional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant
shall maintain professional liability or Errors and Omissions insurance appropriate to its
profession, in a form and with insurance companies reasonably acceptable to the City and
in an amount indicated herein. This insurance shall be written on a policy form coverage
specifically designed to protect against negligent acts, errors or omissions of the Consultant.
"Covered Professional Services" as designated in the policy must specifically include work
performed under this Agreement. The policy must "pay on behalf of the insured and must
include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Commercial General Liability
Automobile Liability
Employer's Liability
Professional Liability
$1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
$1,000,000 per accident for bodily injury and
property damage
$1,000,000 per occurrence
$1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits under the
Commercial General Liability and Automobile Liability policies.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City
evidence of insurance from an insurer or insurers certifying to the coverage of all insurance
required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's
equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-
S or equivalent), together with required endorsements. All evidence of Insurance shall be
61147.02100\24383874.2 5
signed by a properly authorized officer, agent, or qualified representative of the insurer and
shall certify the names of the insured, any additional insureds, where appropriate, the type and
amount of the insurance, the location and operations to which the insurance applies, and the
expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
Consultant shall provide at least ten (10) days prior written notice of cancellation of any such
policy due to non-payment of premium. If any of the required coverage is cancelled or expires
during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including
the General Liability Additional Insured Endorsement to the City immediately after renewal
certificates are updated by the carrier/agent but in no event less than three (3) days prior to the
effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds
shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than
the effective date of this Agreement. Consultant shall maintain such coverage continuously for
a period of at least three years after the completion of the work under this Agreement.
Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is
advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed;
or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent
to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the
City and shall not preclude the City from taking such other actions available to the City under
other provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as reasonably determined by the City, which satisfy the following minimum
requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
61147.02100\24383874.2 6
-\ vV II
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance
Code or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is
not intended to and shall not in any manner limit or qualify the liabilities and obligations
otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to,
the provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have
provided evidence satisfactory to the City that they have secured all insurance required under
this section. Policies of commercial general liability insurance provided by such subcontractors
or subconsultants shall be endorsed to name the City as an additional insured using ISO form
CG 20 38 04 13 or an endorsement providing an acceptable equivalent of coverage, as
determined by the City in its sole reasonable discretion. If requested by Consultant, City may
approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
12. Indemnification.
a. As it relates to the performance of professional services by Consultant
under this Agreement, Consultant shall indemnify and hold the City, its officials, officers,
employees, agents and volunteers free and harmless from any and all claims, demands, causes
of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees,
settlements, loss, damage or injury of any kind, in law or equity, to property or persons,
including wrongful death, (collectively, "Claims') in any manner arising out of, pertaining to, or
incident to any negligent acts, errors or omissions, or willful misconduct of Consultant, its
officials, officers, employees, subcontractors, consultants or agents in connection with the
performance of the Consultant's professional services, including without limitation the payment
of all expert witness fees and attorneys' fees and other related costs and expenses.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its officials, officers, employees, agents or volunteers.
b. Except as provided for under Section 12(a) above, Consultant shall
defend (with counsel reasonably approved by the City), indemnify and hold the City, its officials,
officers, employees, agents and volunteers free and harmless from any and all Claims in any
manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful
61147.02100\24383874.2 7
misconduct of Consultant. its officials, officers, employees, subcontractors, consultants or
agents in connection with the performance of the Consultant's services, the Project or this
Agreement, including without limitation the payment of expert witness fees and attorneys' fees
and other related costs and expenses. Consultant's obligation to indemnify shall not be
restricted to insurance proceeds, if any, received by the City, its officials, officers, employees,
agents or volunteers.
13. Ca lifornia Labor Code Requireme nts .
a. Consultant is aware of the requirements of California Labor Code
Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and
the performance of other requirements on certain "public works" and "maintenance" projects. If
the services are being performed as part of an applicable "public works" or "maintenance"
project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or
more, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable.
Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees
and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory
upon the Consultant and all subconsultants to comply with all California Labor Code provisions,
which include but are not limited to prevailing wages, employment of apprentices, hours of labor
and debarment of contractors and subcontractors.
b. If the Services are being performed as part of an applicable "public works"
or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Consultant and all subconsultants performing such Services must be registered with the
Department of Industrial Relations. Consultant shall maintain registration for the duration of the
Project and require the same of any subconsultants, as applicable. This Project may also be
subject to compliance monitoring and enforcement by the Department of Industrial Relations. It
shall be Consultant's sole responsibility to comply with all applicable registration and labor
compliance requirements.
14. Verifica tion of Emp loyment Eligibili ty.
By executing this Agreement, Consultant verifies that it fully complies with all
requirements and restrictions of state and federal law respecting the employment of
undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of
1986, as may be amended from time to time, and shall require all subconsultants and sub-
subconsultants to comply with the same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of
California. If any action is brought to interpret or enforce any term of this Agreement, the action
shall be brought in a state or federal court situated in the County of Orange, State of California.
16. Termination or Abandonment.
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. In such
event, City shall be immediately given title and possession to all original field notes, drawings
and specifications, written reports and other documents produced or developed for that portion
of the work completed and/or being abandoned. Any reuse by City of any such materials on any
61147.02100\24383874.2 8
project other than the Project which is the subject of this Agreement without Consultant's prior
written consent shall be at the sole risk of City and City agrees to hold harmless Consultant from
all costs, losses, and expenses, including legal fees, incurred as a result of any such use or
decision by City. City shall pay Consultant the reasonable value of services rendered for any
portion of the work completed prior to and including the date of termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not
been received, the charge for services performed during such task shall be the reasonable
value of such services, based on an amount mutually agreed to by City and Consultant
of the portion of such task completed but not paid prior to said termination. City shall not be
liable for any costs other than the charges or portions thereof which are specified herein.
Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to
damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to City only in the event of
substantial failure by City to perform in accordance with the terms of this Agreement through no
fault of Consultant.
17. Documents . Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other
documents, produced or developed for the Project shall, upon payment in full for the services
described in this Agreement, be furnished to and become the property of the City.
18. Organization .
Consultant shall assign Eric Norris as Project Manager. The Project Manager shall not
be removed from the Project or reassigned without the prior written consent of the City, which
shall not be unreasonably withheld, delayed or conditioned. Prior written consent shall not be
required in the event of medical emergency, disaster or termination of employment at the
election of Project Manager which would make the Project Manager unavailable. Consultant
shall inform the City of such circumstance as soon as practicable and work with the City to
provide a replacement Project Manager reasonably satisfactory to City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notices.
Any notice or instrument required to be given or delivered by this Agreement may be
given or delivered by depositing the same in any United States Post Office, certified mail, return
receipt requested, postage prepaid, addressed to:
61147.02100\24383874.2 9
CITY:
City of San Juan Capistrano 32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: David Contreras, Acting Development Services Assistant Director
CONSULTANT:
Michael Baker International, Inc. 2729 Prospect Park Drive, Suite 220
Rancho Cordova, CA 95670
Attn: Philip 0. Carter, Vice President
and shall be effective upon receipt thereof.
21. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than the City and the Consultant.
22. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff
or termination.
23. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not
incorporated herein, and that any other agreements shall be void. This Agreement may not be
modified or altered except in writing signed by both Parties hereto. This is an integrated
Agreement.
24. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted
61147.02100\24383874.2 10
assignment without such consent shall be invalid and void.
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing .
27 . Time of Essence
Consultant agrees to exercise diligence in the performance of its services consistent with
the agreed upon project schedule, subject to the exercise of the professional standard of care for
performance of such services.
28. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection
with this Project or other projects.
29. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company
or person, other than a bona fide employee working solely for Consultant, to solicit or secure
this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person , other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City , shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
[SIGNATURES ON FOLLOWING PAGE)
61147.02100\24383874.2 11
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND MICHAEL BAKER INTERNATIONAL, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF 2N CAPISTRAN~
By ~ kerthTill
Michael Baker International, Inc.
L~ By:
Its:
Interim City Manager
61147.02100\24383874.2 12
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND MICHAEL BAKER INTERNATIONAL, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO Michael Baker International, Inc.
By : By:
Keith Till Its:
Interim City Manager
ATIEST:
By:
City Clerk
APPROVED AS TO FORM:
By: 61= ~ M ~(~
C ity Attorney
61147.02100\24383874.2 12
61147.02.100\24383874.2
EXHIBIT A
Scope of Services
13
1. Relevant Qua lifications
Background and Experience
Firm Background
Michael Baker International offers a comprehensive range of innovative services and
solutions in support of federal, state, and municipal governments, foreign allied
governments, and a wide range of private development and commercial clients.
With headquarters in Pittsburgh, Pennsylvania, Michael Baker has more than 6,000
employees in over 90 offices located across the United States and internationally,
and more than $1 billion in annual revenue. Michael Baker has a rich heritage as a
survey and civil engineering consulting firm founded in 1940 in Pittsburgh, with
continued growth and expansion over the past 75 years. Specializing in engineering
design, planning, housing, architecture, environmental, construction, program
management, and full life-cycle support services, as well as information technology
and communications solutions, the firm provides a host of differentiated and
innovative services that enhance client projects worldwide.
Michael Baker
INTERNATIONAL
"Work products were always
completed in a timely fashion
and with a level of quality
commensurate with the high
level of professionalism.''
-Rod Butler, City Manager
City of Patterson
The firm's success is attributed to our focus on understanding and meeting our clients' needs in the most efficient and
creative manner possible. Our staff brings this vision into focus with extensive experience serving government
agencies. Providing practical and timely solutions to complex issues is our goal. No matter what the assignment,
Michael Baker operates .as an extension of start to ensure a team approach in identifying effective strategies for
resolving project challenges. With offices located throughout California and across the country, we offer a local
perspective enhanced by our broad experience to help clients achieve a successful outcome.
Relevant Qualilications I 1-1
Michael Baker
INTERNATIONAL
On-Call Planning Services
Michael Baker offers a full complement of urban and environmental planning services, including:
• Agency staffing • Housing and community development
Conservation planning and biological resources • Planning, design, and revitalization
• Community engagement and facilitation • Pub I i c finance
• Environmental • Sustainability and climate change
• Graphics, web, and apps
Contract Planning
It can be difficult to maintain staffing at appropriate levels given budgetary
constraints and the ebb and flow in development applications, and in
gauging both short-and long-term demand for services. Michael Baker
provides staffing services for planning, housing, redevelopment, finance.
GIS, project management, and beyond .
We provide a cost-effective and flexible approach, assigning experienced
and personable staff to match your work needs. for a matter of weeks or
months. Our staff typically works from your office on a predetermined
schedule at levels of coverage you select, and always based on a budget
you can live with.
The firm's dedication to providing municipal consulting services has
established our reputation as an industry leader. We provide contract
professional staff to cities, counties, state agencies, and special districts in
an era of limited financial resources.
Our agency staffing ser11ices
consist of providing:
• Experienced planning staff
• Technically proficient
planning staff
• Staff to address temporary or
long-term needs
• All levels of planning staff
Flexible staffing levels
• On-call or as-needed staff
Cost-effective staffing options
Public agencies, such as the cities and counties listed on the following page, have found use of Michael Baker's
contract staff to be an efficient and ettective way to deal with fluctuating workloads, state and federal mandates, and
local priorities-all while finding ways to continue to provide effective and reliable customer service.
1-2 I Proposal for City of San Juan Capistrano
Michael Baker
INTERNATIONAL
We offer experienced and personable planning professionals on a contract basis to assist agencies in meeting their
short-and long-term staffing requirements, and we have the resources and experience necessary to get the job done.
Contract Planning Services
Cities Cities Cities Cities Counties
Belvedere El Segundo Mountain View Sand City Contra Costa
Burbank Fremont Newark San Mateo Marin
Calimesa Greenfield Oakland San Rafael Monterey
Capitola Half Moon Bay Oakley San Ramon Riverside
Chino Hills Livermore Orinda Santa Paula Santa Clara
Citrus Heights Long Beach Pacific Grove Santa Rosa Solano
Clayton Marina Pinole Seaside ... and more
Eastvale Martinez i Pittsburg I Wildomar
Elk Grove Morgan Hill Rancho Cordova
We structure contracts to match an agency's needs: this can include provision of just one contract staff employee on a
part-time and short-term basis, or provision of multiple staff to cover an entire department's needs on a long-term
basis. We can provide entry-level staff or experienced managers, and we build flexibility into our contract work
programs to better respond to what sometimes can be a fluctuating workload, resulting in cost savings to our clients.
Relevanl Qualilicalions I 1-3
EXHIBITS
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a
detained progress report that indicates the amount of budget spent on each task. Consultant
will inform City regarding any out-of-scope work being performed by Consultant. This is a time-
and-materials contract.
61147.02100\24383874.2 14
Michael Baker
INTERNATIONAL
3. Billing Structure
Rate Sheet
The following table includes the hourly rates for the personnel assigned to San Juan Capistranto:
Planning Slalf and Support Slalf
Eric Norris, Project Manager
Mat Evans, Senior Planner
Dan Wery, Senior Planner
GIS Analyst
Technical Editor
Administrative Assistance
--------
$120
$110
$125
$105
$85
$65
Billing Slructure j 3-1
6114 7.02100\24383874.2
EXHIBIT C
Activity Schedule
15
AMENDMENT NO. 1
TO THE PROFESSIONAL SERVICES AGREEMENT
THE CITY OF SAN JUAN CAPISTRANO
AND
MICHAEL BAKER INTERNATIONAL, INC.
1. Parties and Date.
Thi~ Amendment No. 1 to the Professional Services Agreement is made and entered into as
of thi __f£day of Mmch, 2016, by and between the City of San Juan Capistrano, a municipal
orga11ization organized under the laws of the State of California with its principal place of business
at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 ("City") and Michael Baker
International, Inc., a Pennsylvania Corporation with its principal place of business at Airside
Business Park, 100 Airside Drive, Moon Township, PA 15108 ("Consultant"). City and Michael
Baker Intemational, Inc. are sometimes individually referred to as "Party" and collectively as
"Parties."
2. Recitals.
2.1 Consultant. The City and Consultant have entered into an agreement entitled
"Professional Services 'Agreement," dated January 26, 2016 ("Agreement") for the purpose of
retaining the services of Consultant to provide Planning development project management services.
2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to
increase the not-to-exceed compensation amount.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3 of
the Agreement.
3. Terms.
3.1 Amendment. Section 2 of the Agreement is hereby amended in its entirety to read as
follows:
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit "B," attached hereto and incorporated
herein by reference.
Page 1 of2 ATTACHMENT 2
b. In no event shall the total amount paid for services rendered by
Consultant under tllis Agreement exceed the sum of$ 125,000. Consultant shall not perform ervices
requiring the use of Contingency funds without the City's prior approval, which shall not be
umeasonably withheld, delayed or conditioned. This amount is to cover all printing and related
costs and the City will not pay any additional fees for p1inting expenses, except as otherwise
authorized under tlus Agreement. Periodic payments shall be made within 30 days of receipt of an
invoice which includes a detailed description of the work perfonned. Payments to Consultant for
work perfonned will be made on a monthly billing basis.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
other provisions of the Agreement remain in full force and effect and shall govem the actions ofthe
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term "Agreement" appears ju the Agreement, it shall mean the Agreement as amended by this
Amendment No.1.
3.3 AclegLJate Consideration. The Parties hereto inevocably stipulate and agree that they
have each received adequate and independent consideration for the perfonnance of the obligations
they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declated invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remai1ling provisions shall
continue in full force and effect.
CITY F SAN JUAN CAPISTRANO
By:
Pam Patterson, Esq.
Mayor
Mo.xr.Yr I. QO/(o
Date
Approved As To Form:
City Attorney
MICHAEL BAKER INTERNATIONAL,
INC.
Y~ d /-!;.
Sig;l;ture
,l(e Vi~ G1.1~ fo,~
Name
V, ce -Pre~iJr:'/n f
Title
2 /\9 /w11o
Date 1
Page 2 of2
AMENDMENT NO. 2
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
MICHAEL BAKER INTERNATIONAL, INC.
1. Parties and Date .
This Amendment No. 2 to the Professional Services Agreement is made and entered into as
of this __ day of September, 2016, by and between the City of San Juan Capistrano , a municipal
organization organized under the laws of the State of Califomia with its ptincipal 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 refetTed to as "Party" and collectively as
"Parties."
2. Recitals.
2 .1 Consultant. The City and Consult ant 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 Amendm e nt Ptlrpos e . The City and Consultant now desire to amend the Agreement
to increase the not-to-exceed compensation amount.
2.3 Amendm en t Auth ority. This Amendment No. 2 is authorized pursuant to Section 3 of
the Agreement.
3. Terms.
3 .I Amendment. Section 2 of the Agreement is hereby amended in its entirety to read as
follows :
Page 1 of3 ATTACHMENT 1~
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set fmih 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 Three Hundred Thousand Dollars
($300,000.00). Consultant shall not perfonn 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
perfonned. Payments to Consultant for work perfonned wi1l be made on a monthly billing basis.
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No.2, all
other provisions of the Agreement remain in full force and effect and shall govem the actions of the
pmiies under this Amendment No.2. From and after the date of this Amendment No.2, whenever
the tenn ''Agreement" appears in the Agreement, it shall mean the Agreement as amended by this
Amendment No.2.
3.3 Adequate Consideration. The Patiies 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 Severability. Tfany 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.
[Signatures on following page]
Page 2 of3
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
Approved By:
Ben Siegel
City Manager
Date
Attested By:
Mmia MotTis, City Clerk
Approved As To Form:
City Attorney
MICHAEL BAKER INTERNATIONAL,
INC.
Signature
\··)h1 I r ~ 0 Cao~{ecC
Name
V t ce lPre ~ t c~ tO•'If-
Title
5ct?-4VV) 0t•r ~' W i le
' Date
Page 3 of3