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16-1206_MICHAEL BAKER INTERNATIONAL, INC_D15_Agenda ReportCity of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: An Siegel, City Manager SUBMITTED BY: Joel Rojas, Development Services Director Ken AI -Imam, Chief Financial Officer ems, PREPARED BY: Ayako Rauterkus, Senior Management Analyst DATE: December 6, 2016 12/6/2016 D15 SUBJECT: Consideration of Amendment No. 3 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 Amendment No. 3 to the existing Professional Services Agreement (Agreement) with Michael Baker International, Inc., for development project management services, to extend the term of the Agreement to December 31, 2017. EXECUTIVE SUMMARY: The City and Michael Baker International, Inc. (MBI) entered into a Professional Services Agreement (Agreement) 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). On September 20, 2016, the City Council approved Amendment No. 2 to the PSA to increase the not -to -exceed amount to $300,000 (Attachment 3). An MBI contract planner has been working on major development projects, such as the approved Hotel Capistrano by Kimpton and Pacifica San Juan subdivisions since February 1, 2016, and more projects are anticipated to be assigned to MBI. Since the Agreement term ends on December 31, 2016, staff recommends approval of Amendment No. 3, which would extend the term of the Agreement to December 31, 2017 (Attachment 4). City Council Agenda Report December 6, 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. 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. • On September 20, 2016, the City Council approved Amendment No. 2 to the Professional Services Agreement. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Michael Baker International, Inc. ATTACHMENT(S): Attachment 1 — Professional Services Agreement Attachment 2 — Amendment No. 1 to PSA Attachment 3 — Amendment No. 2 to PSA Attachment 4 — Proposed Amendment No. 3 to PSA CITY OF SAN JUAN CAPISTRANO PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into as of a` 2016 by and between the City of San Juan Capistrano, a municipal corporation orbanized 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: Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A." 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. 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 61147.02100\24383874.2 1 r ATTACHMENT 1 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. 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. Comoliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/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. 61147.02100\24383874.2 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. Assignment 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. Commercial General Liability (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: 61147.02100\24383874.2 r"I (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. Automobile Liabilit (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 00 01 covering automobile liability (Coverage Symbol 1, 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' Comwsation/Emplover's Liability (i) Consultant certifies that he/she is aware of the provisions 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) To the extent Consultant has employees at any time during the 61147.02100\24383874.2 4 Uv 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. Professionai Liability Errors and Ornissions) 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 insurers duty to defend. e. Minimum Policy Limits Re uired (i) The following insurance limits are required for the Agreement: Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per accident for bodily injury and property damage Employer's Liability $1,000,000 per occurrence Professional Liability $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. 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 AL/ 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 certificates) 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 G t A/ 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. 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. California Labor Code Re uirernents. 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. Verification of Employment Eliclibil 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. above. 19. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described 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 Jlw 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 O. 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 ,4VV 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 SZJUN CAPISTRANO By: Keith Till Interim City Manager ATTEST: !! By: 1 City Clerk 61147.02100\24383874.2 12 Michael Baker Intemational, Inc. By: �- Its: AA1 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 Bye Keith Till Interim City Manager ATTEST: By: :. City Clerk APPROVED AS TO FORM: By: City Attorney "ILa -. 51147.02100\24383874.2 12 Michael Baker International, Inc. By: Its: EXHIBIT A Scope of Services 61147.02100\24383874.2 13 1. Relevant Qualifications 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. 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 staff 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 Qualifications ( 1-1 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 • Public finance • Environmental ■ Sustainability and climate change • Graphics, web, and apps Contract Planning Our agency staffing services It can be difficult to maintain staffing at appropriate levels given budgetary constraints and the ebb and flow in development applications, and in consist of providing: gauging both short- and long-term demand for services. Michael Baker . Experienced planning staff provides staffing services for planning, housing, redevelopment, finance, Technically proficient GIS, project management, and beyond. planning staff We provide a cost-effective and flexible approach, assigning experienced Staff to address temporary or and personable staff to match your work needs, for a matter of weeks or long-term needs months. Our staff typically works from your office on a predetermined schedule at levels of coverage you select, and always based on a budget • All levels of planning staff you can live with, . Flexible staffing levels The firm's dedication to providing municipal consulting services has . On-call or as -needed staff established our reputation as an industry leader. We provide contract professional staff to cities, counties, state agencies, and special districts in • Cost-effective staffing options an era of limited financial resources. 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 effective 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 j Proposal for City of San Juan Capistrano A(,V 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. Citles Cities cities Cities Counties Belvedere EI 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 Pittsburg 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. Relevant Qualifications 1 1-3 i4 o_ ft"I I 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 INTERNATIONAL 3. Billing Structure Rate Sheet The following table includes the hourly rates for the personnel assigned to San Juan Capistranto: Eric Norris, Project Manager Mat Evans, Senior Planner Dan Wery, Senior Planner GIS Analyst Technical Editor Administrative Assistance $120 $110 $125 $105 $85 Billing Structure 1 3-1 "IL/ - L/` EXHIBIT C Activity Schedule 61147.02100\24383874.2 15 YJ ✓^ ,, ✓V AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN 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 this day of March, 2016, by and between the City of San Juan Capistrano, a municipal organs a 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 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 ServicesAgreement," 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 of ATTACHMENT 2 b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $ 125,000. 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. 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in fitll force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 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. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. CITY F SAN JUAN CAPISTRANO Appr v By: Pam Patterson, Esq. Mayor mayr , t . 06I Date Atleste Mari Monis, City Cl Approved As To Form: Q.� �� tel-•. City Attorney MICHAEL BAKER INTERNATIONAL, INC. Signature Naive V r Ce -PfPSi jon Title Z 19 12-c) if, Date Page 2 of 2 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 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 compcnsation 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 Amendment 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 follows; Page 1 of ATTACHMENT3 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. 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 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. 3.2 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 govern 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 Seyerabili_y. 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. [Signatures on following page] Page 2 of 3 n SIGNATURE PAGE TO CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL, INC. AMENDMENT NO.2 TO PROFESSIONAL SERVICES CITY OF SAN JUAN CAPISTRANO Approved By: - - �'t (� �/ City Manager Date A Ees(e> ria Morris, Ci y e k Approved As To Form: City Alt rlic'y AGREEMENT MICHAEL BAKER INTERNATIONAL, INC. f Name V +CP J` (-e5�JPr?- Title Date Page 3 of 3 AMENDMENT NO.3 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL, INC. 1. Parties and Date. This 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. Pagel of 3 61147.00000\29363839.1 ATTACHMENT 4 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 of 3 61147.000W29363839.1 SIGNATURE PAGE TO CITY OF SAN JUAN CAPISTRANO AND MICHAEL BAKER INTERNATIONAL, INC. AMENDMENT NO.3 TO PROFESSIONAL SERVICES AGREEMENT CITY OF SAN JUAN CAPISTRANO Approved By: Pam Patterson, Esq. Mayor Date Attested By: Maria Morris, City Clerk Approved As To Form: City Attorney MICHAEL BAKER INTERNATIONAL, INC. Signature Name V lC e Pres, )PAT Title Date Page 3 of 3 61147.000 29363839.1