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16-1206_MICHAEL BAKER INTERNATIONAL, INC_3rd Amd to Professional Services AgreementAMENDMENT NO. 3 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL, INC. 1. Parties and Date. ~ Amendment No.3 to the Professional Services Agreement is made and entered into as of this day of December, 2016, 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. The City and Consultant now desire to amend the Agreement to extend the term of the Agreement. 2.3 Amendment Authority. This Amendment No.3 is authorized pursuant to Section 3 of the Agreement. Page I of3 61147.00000\29363839.1 3. Terms. 3.1 Time of Performance. Section 5 of the Agreement is hereby amended in its entirety to read as follows: "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, 2017, 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." 3.2 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.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.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 following page] Page 2 of3 61147.00000\29363839.1 SIGNATURE PAGE TO CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL, INC. AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT APISTRANO Date Approved As To Form: 92273~ City Attorney 61147.00000'29363839.1 MICHAEL BAKER INTERNATIONAL, INC. Signature fJh,. I ··e D· c;__r-kr Name Title Date Page 3 of3