HomeMy WebLinkAboutItem 4.04 RateAdjustEngSvcs
CITY CLERK
File # D~[Q][?l]-[d][(1]
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: August 3, 2004
SUBJECT:
ATTACHMENTS:
RECOMMENDATION'tf
FINANCIAL STATEMENT:
Amendment to Agreement (Rate Adjustment) with Kimley-Horn
and Associates, Inc., for General Traffic Engineering Services
Report Prepared by: Melissa Morton, Public Works Director
1)
2)
3)
Resolution and Proposed Amendment
Letter from Kimley- Horn
Current Agreement and Amendment
Adopt resolution approving amendment to agreement
Under this agreement, Kimley-Horn provides traffic engineering
services to the City based on the adopted rate schedule. Types of
services performed would typically be preparation of traffic studies
associated with private development projects and traffic signal
design for Capital Improvement Program (CIP) projects. The costs
of the development-related services are paid for by developers, and
the costs of the CIP-related services are budgeted with individual
CIPs. Kimley-Horn is proposing a rate increase for Fiscal Year
2004-2005 of 8.8%. No rate increase was requested last year; thus,
the average increase over the two-year period is 4.4%.
DESCRIPTION: The City has contracted with Kimley-Horn and Associates since
2001 for general Traffic Engineering services. The services provided to date have been the preparation
of traffic studies associated with private development projects in eastern and downtown Dublin, and the
design of traffic signals for CIPs.
The current agreement with Kimley-Horn expires on June 30, 2005, with the provision that the consultant
may request an adjustment of rates at the end of the first contract year. Staff is proposing that the
agreement with Kimley-Horn be amended for the second year of the term to reflect a rate increase for
Fiscal Year 2004-2005. The Consultant will provide an estimate and obtain written authorization from
the City before beginning any task.
The work provided to date by Kimley-Horn and Associates has been satisfactory, professional, and
competitive, and Staff recommends that the City Council approve the amendment to the agreement.
--------------------------------------------------------------
g:\engr\Kimley-Hom\AGST amendment 04~05
COPIES TO: Anush Nejad, Kimley-Horn 11 il
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RESOLUTION NO. - 04
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING AMENDMENT TO AGREEMENT
FOR TRAFFIC ENGINEERING SERVICES WITH
KIMLEY~HORN AND ASSOCIATES, INC.
WHEREAS, the City Council ofthe City of Dublin approved an agreement for traffic engineering
services with Kimley-Horn and Associates, Inc., on June 5, 2001; and
WHEREAS, the term ofthe agreement was extended until June 30,2005; and
WHEREAS, said amendment allows for an adjustment of rates for the 2004-2005 Fiscal Year,
which Kimley-Horn and Associates, Inc., has requested;
NOW, THEREFORE, BE IT RESOLVED that the City Council ofthe City of Dublin does hereby
approve the amendment to the agreement (rate adjustment) with Kimley-Horn and Associates, Inc.,
attached hereto as Exhibit "A."
BE IT FURTHER RESOLVED that the Mayor is authorized to execute the amendment.
PASSED, APPROVED AND ADOPTED this 3rd day of August, 2004.
AYES:
NOES:
ABSENT:
ABSTAIN:
Mayor
ATTEST:
City Clerk
g:\engr\Kim1ey-Hom\reso amendment 04-05
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EXHIBIT" A" OF RESOLUTION -04
AMENDMENT TO AGREEMENT
BETWEEN CITY OF DUBLIN AND KIMLEY~HORN AND ASSOCIATES, INC.,
FOR ENGINEERING SERVICES
WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and Kimley-Horn and
Associates, Inc. (hereinafter referred to as "CONSULTANT"), entered into an agreement on June 5, 2001,
to provide engineering services to CITY, which was extended until June 30, 2005; and
WHEREAS, said amendment to agreement included a provision for Consultant to request
an increase in fee rates at the end of the 2004-2005 Fiscal Year; and
WHEREAS, Consultant has requested an adjustment of rates for Fiscal Y ear 2004~2005;
NOW, THEREFORE, the parties hereto agree as follows:
Adiustment of Rates
The rate schedule attached hereto as Exhibit 1 shall be in effect for Fiscal Year 2004-2005
until tennination of agreement on June 30, 2005. Should a new agreement or amendment to agreement to
extend the contract not be entered into by June 30, 2005, then this agreement will automatically extend
until a new agreement or amendment to agreement is entered into or City gives written notice of
termination.
CITY OF DUBLIN
Mayor
ATTEST:
City Clerk
KIMLEY~ AND~~S, INC.
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EXHIBIT 1 OF '3 fif}7
AMENDMENT TO AGREEMENT
KIMLEYMHORN
2004-2005
PROPOSED·
CLASSIFICATION RATE
A 1-A3 Senior Support Staff $ 78
A4 Senior Support Staff 110
A5 Senior Professional 1 150
C1-C3 Support Staff 73
C4-C6 Senior Support Staff 78
C03-C04 CADD Operator 95
C05-C06 Senior CADD Operator 100
D7 Designer 110
08 Senior Designer 120
E 1-E4 Principal 200
P Professional 90
P1 Professional 1 105
P2 Professional 2 110
P3 Professional 3 120
P4 Professional 4 130
P5 Senior Professional 1 150
P6 Senior Professional 2 170
P7 Senior Professional 3 180
P8 Principal 200
T1-T2 Technician/Draftsman 1-2 70
T3- T5 Technician/Draftsman 3-5 90
T6- T7 Senior Technician 100
g:engr\Kimley-Hom\Exhlblt 1 amendment 04-05
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Kimley·Horn
and Associates, Inc,
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RECEIVED
MAn 0 5 2004
PUBLIC WORKS
March 4, 2004
.
Su~e 410
2000 Crow Canyon Place
San Ramon, Calrtornia
94583
City of Dublin
ATTN: Melissa A. Morton
100 Civic Plaza
Dublin, CA 94568
Re: Rate adjustment for fiscal year 2004-2005
Dear Ms. Morton,
Kimley-Horn and Associates, Inc. would like the opportunity to extend our current
contract, and submit the following rate change information for fiscal year 2004-2005.
Attached please find the requested matrix.
Please do not hesitate to call Anush Nejad if you have any questions, or would like to
further discus our rate changes at (925)-543-0840.
Sincerely Yours,
KIMLEY-HORN and ASSOCIATES, INC.
Kirah Stamps
Production Secretary
cc: Anush Nejad
Contracts file
.
TEL 925 543 0840
FAX 925 543 0839
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lP 'b 17
STANDARD
CONSULTING ENGINEERING SERVICES AGREEMENT
THIS AGREEMENT is made at Dublin, California, as of July 1,2001, by and between the
CITY OF DUBLIN, a municipal corporation ("City"), and Kimley-Horn and Associates, Inc.
("Consultant"), who agree as follows:
1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in Exhibit A. Consultant shall provide said services at the
time, place, and in the manner specified in Exhibit A.
2. PAYMENT. City shall pay Consultant for services rendered pursuant to this
Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall
be the only payments to be made to Consultant for services rendered pursuant to this Agreement.
Consultant shall submit all billings for said services to City in the manner specified in Exhibit B; or, ifno
manner be specified in Exhibit B, then according to the usual and customary procedures and practices
which Consultant uses for billing clients similar to City.
3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, Consultant shall, at
its sole cost and expense, furnish all facilities and equipment which may be required for furnishing
services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment
listed in Exhibit C according to the terms and conditions set forth in Exhibit C.
4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of
this Agreement. In the event of any inconsistency between said general provisions and any other terms or
conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the
general provisions.
5. EXHIBITS. All exhibits referred to herein are attached hereto' and are by this reference
incorporated herein.
6. SUBCONTRACTING. The Consultant shall perform the work contemplated with
resources available within its own organization and no portion of the work pertinent to this contract shall
be subcontracted without written authorization by the City, except that which is expressly identified in the
Consultant's proposal.
7. CHANGES. City may fÌ"om time to time require changes in the scope ofthe services by
Consultant to be performed under this Agreement. Such changes, including any change in the amount of
Consultant's compensation which are mutually agreed upon by City and Consultant, shall be effective as
amendments to this Agreement only when in writing.
8. RESPONSffiLE CHARGE. Consultant shall assign a project manager(s) to each
project for the duration of the project. There shall be no change in the Project Manager or members ofthe
project team without prior written approval by the City. The Project Manager for Consultant shall be
approved by the City prior to work commencing.
Agreement
Page 1 of2
OS/29/01
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9, CONTRACT ADMINISTRATION. This Agreement shall be administered by LEE S.
THOMPSON ("Administrator"). All correspondence shall be directed to or through the Administrator or
his or designee.
10. NOTICES. Any written notice to Consultant shall be sent to:
Anush Nejad, P.E.
Kimley-Horn and Associates, Inc.
5776 Stoneridge Mall Road., Suite 260
P1easanton, CA 94588
Any written notice to City shall be sent to:
Lee S. Thompson
Director of Public Works/City Engineer
P. O. Box 2340
Dublin, CA 94568
Executed as of the day first above stated:
CITY OF DUBLIN,
a munici al corporation
By
Attest:
/7~
Ry
"Consultant"
Approved as to fonn:
if~ ?I_~~
City Attorney
Agreement
Page 2 of2
OS/29/01
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EXHIBIT A
SCOPE OF SERVICES AND SCHEDULE
Prepare traffic impact studies of proposed developments and signal design plans for approved
developments, and provide general traffic engineering and transportation planning services over a
period of two years from July 1, 2001 to June 30, 2003, as requested and authorized by the City
in writing. The scope of studies of proposed developments will be detailed as specific projects
are proposed to the City. The consultant shall provide the City with a not-to-exceed fee for each
traffic study or signal design plan.
Exhibit A
Page 1 of 1
OS/29/01
Ci Db\ 1
EXHIBIT B
PAYMENT SCHEDULE
City shall pay Consultant for work to be perfonned pursuant to this agreement at
the hourly rates attached herein for an amoWlt not to exceed the total sum of SEVENTY FIVE
THOUSAND DOLLARS ($75,000) PER YEAR, over a period of two years from July 1,2001 to
Jooe 30, 2003. Consultant shall submit invoices monthly based on the cost for services
perfonned on a time and expenses basis and in accordance with the cost estimate for each
project.
The total sum stated above shall be the total which City shall pay for the services
to. be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum
for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this
Agreement
City shall make no payment for any extra, further or additional service pursuant to
this Agreement ooless such extra service and the price therefor is agreed to in writing executed
by the City Manager or other designated official of City authorized to obligate City thereto prior
to the time such extra service is rendered and in no event shall such change order exceed twenty-
five percent (25%) of the initial contract price.
The services to be provided under this Agreement may be terminated without
cause at any point in time in ~he sole and exclusive discretion of City. If the Agreement is
tenninated by City, Consultant shall be entitled to receive just and equitable compensation for
any satisfactory work perfonned on such documents and other materials through the effective
date of such tennination. In that event, all finished and unfinished documents and other
materials shall, at the option of the City, become City's sole and exclusive property. Consultant
hereby expressly waives any and all claims for damages or compensation arising under this
Agreement, provided this sentence shall not preclude recovery by consultant of compensation
due under the provisions of this agreement. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to date.
The Consultant is not authorized to peñOIm any services or incur any costs
whatsoever ooder the tenns of this Agreement Wltil receipt of a fully executed Purchase Order
from the Finance Department of the City of Dublin.
The Consultant shall be entitled to submit a request for an adjustment of rates for
the second year of the contract tenn; i.e., 2002-2003 fiscal year.
Exhibit B
Page 1 of 1
05/30/2001
10 tJb 11
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Klmley·Horn
and Associates, Inc.
Kimley-Horn and Associates, Inc.
, Schedule of Billing Rates
(Effective January 1, 2001)
,
Code Crass Regular Rate
,A1-M Senior Support Staff $72;00
A5 Senior Professional 1 $140.00
C1-C3 Support Staff $68.00
C4-C6 Senior Support Staff $72.00
C03-C04 CADD Operator $90.00
COS-C06 Senior CADD Operator $100.00
D7 Designer $115.00
De Senior Designer $125.00
~1wE4 Principal $185.00
P Professional $90.00
P1 Professional 1 $98.00
P2 Professional 2 $105.00
P3 Professional 3 $110.00
P4 Professional 4 $120.00
P5 Senior Professional 1 $140.00
P6 Senior Professional 2 $155.00
,
P7 Senior Professional 3 $170.00
P8 Principal $185.00 .
T1';'T2 Technician/Draftsman 1 ~2 $75.00
T3..T5 Technician/Draftsman 3-5 $85-00
T6- T7 Senior Technician $110.00
An allocation charge (currently at 6.15%) is added to the labor fee to cover routine expenses, such 8S local
mileage, copying, fax. mail, telephone, in-house blueprinting, etc. A $25 charge Is applied to CAOD related
computer time. A 10% administration fee is added for outside expenses. Overtime work Is chal'ged at 1.6
times the norm.a' billing rate_
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EXHIBIT C
City shall furnish physical facilities such as desks, filing cabinets, and conference
space, as may be reasonably necessary for Contractor's use while consulting with City employees
and reviewing records and the information in possession of City. The location, quantity, and
time of furnishing said physical facilities shall be in the sole discretion of City. In no event shall
City be obligated to furnish any facility which may involve incu1TÌng any direct expense,
including, but not limiting the generality of this exclusion, long-distance telephone or other
communication charges, vehicles, and reproduction facilities. .
Exhibit C
Page 1 of 1
OS/29/0 1
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\;{db 17
EXHIBIT D
GENERAL PROVISIONS
1. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, Consultant
shall be an independent contractor and shall not be an employee of City. City shall have the right
to control Consultant only insofar as the results of Consultant's engineering services rendered
pursuant to this Agreement; however, City shall not have the right to control the means by which
Consultant accomplishes services rendered pursuant to this Agreement.
2. LICENSES: PERMITS: ETC. Consultant represents and warrants to City that he has all licenses,
permits, qualifications and approvals of whatsoever nature which are legally required for
Consultant to practice his profession. Consultant represents and warrants to City that Consultant
shall, at his sole cost and expense, keep in effect at all times during the tenn of this Agreement
any licenses, permits, and approvals which are legally required for Consultant to practice his
profession.
3. TIME. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary for satisfactory performance of Consultant's
obligations pursuant to this Agreement. .
4. INSURANCE REOUIREMENTS. Consultant shall procure and maintain for the duration of the
contract insurance against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the work hereunder by the Consultant, his agents,
representatives, employees or subcontractors. The cost of such insurance shall be included in the
Consultant's bid.
A. Minimum Scope of Insurance. Coverage shall be at least as broad as:
(1) Insurance Services Office fonn number GL 0002 (Ed. 1/73) covering
comprehensive General Liability and Insurance Services Office form number GL
0404 covering Broad Form Comprehensive General Liability; or fusurance
Services Office Commercial General Liability coverage ("occurrence" form CG
0001).
(2) Insurance Services Office fonn number CA 0001 (Ed. 1/78) covering Automobile
Liability, code 1 "any auto" and endorsement CA 0025.
(3) Worker's Compensation insurance as required by the Labor Code of the State of
California and Employers Liability Insurance.
B. Minimum Limits of Insurance. Consultant shall maintain limits no less than:
Exhibit D
Page 1 of5
OS/29/01
·
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(1)
General Liability: $1,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage. If commercial General Liability
Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this projectllocation or the general
aggregate limit shall be twice the required occurrence limit.
(2)
Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
(3)
Workers Compensation and Employers Liability: Workers Compensation limits
as required by the Labor Code of the State of California and Employers Liability
limits of $1 ,000,000 per accident.
C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must
be declared to and approved by the City. At the option of the City, either the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects the City, its
officers, officials and employees; or the Consultant shall procure a bond guaranteeing
payment oflosses and related investigations, claim administration and defense expenses.
D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain,the
following provisions:
Exhibit D
Page 2 of5
OS/29/01
(1) General Liability and Automobile Liability Coverages.
(a) The City, its officers, officials, employees and volunteers are to be covered
as insureds as respects: liability arising out of activities performed by or
on behalf of the Consultant; products and completed operations of the
Consultant, premises owned, occupied or used by the Consultant, or
automobiles owned, leased, hired or borrowed by the Consultant. The
coverage shall contain no special limitations on the scope of the protection
afforded to the City, its officers, officials, employees or volunteers.
(b) The Consultant's insurance coverage shall be primary insurance as respects
the City, its officers, officials, employees and volunteers. Any insurance
or self-insurance maintained by the City, its officers, officials, employees
or volunteers shall be excess of the Consultant's insurance and shall not
contribute with it.
(c) Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its officers, officials, employees or
volunteers.
.
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(d) The Consultant's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of
the insurer's liability.
(2) Worker's Compensation and Employers Liability Coverage.
The insurer shall agree to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses arising from work
perfonned by the Consultant for the City.
(3) Professional Liability.
Consultant shall carry professional liability insurance in an amOW1t deemed by the
City to adequately protect the City against liability caused by negligent acts, errors
or omissions on the part of the Consultant in the course of performance of the
services specified in this Agreement.
(4) All Coverages.
Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, cancelled by either party, reduced in
coverage or in limits except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City except in the event of
non-payment of premium in which case ten (10) days notice will be given.
E. Acceotabilitv of Insurers. Insurance is to be placed with insurers with a Bests' rating of
no less than A: VIII.
F. Verification of Coverage. Consultant shall furnish City with certificates of insurance and
with original endorsements effecting coverage required by this clause. The certificates
and endorsements for each insurance policy are to be signed by a person authorized by
that insurer to bind coverage on its behalf The certificates and endorsements are to be
received and approved by the City before work commences. The City reserves the right
to require complete, certified copies of all relevant portions of required insurance
policies, at any time.
G. The Risk Manager of City may approve a variation of those insurance requirements upon
a determination that the coverages. scope, limits and forms of such insurance are either
not conunercia11y available or that the City's interests are otherwise fully protected.
5 . CONSULTANT NO AGENT. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to
any obligation whatsoever.
Exhibit D
Page 3 of5
OS/29/01
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6.
ASSIGNMENT PROHffiITED. No party to t1ús Agr ement may assign any right or obligation
pursuant to this Agreement. Any attempted or purpo ed assignment of any right or obligation
pursuant to this Agreement shall be void and of no e ect.
7.
PERSONNEL. Consultant shall assign only compete t personnel to perform services pursuant to
t1ús Agreement. In the event that City, in its sole disc etion, at any time during the tenn of this
Agreement, desires the removal of any such persons, onsultant shall, immediately upon
receiving notice from City of such desire of City, cau e the removal of such person or persons.
8.
STANDARD OF PERFORMANCE. Consultant sh I perform all services required pursuant to
this Agreement in the manner and according to the st dar<ls observed by a competent
practitioner of the profession in which Consultant is gaged in the geographical area in which
Consultant practices his profession. All instruments f service of whatsoever nature which
Consultant delivers to City pursuant to this Agreem t shall be prepared in a substantial, first
class and workmanlike manner and COnfOlID to the st dards of quality normally observed by a
person practicing in Consultant's profession.
9.
H LD HARMLESS AND RESPONSIBILITY OF C TANTS. Consultant shall take all
responsibility for the work, shall bear all losses and ages directly or indirectly resulting to
him, to any subconsultant, to the City, to City officers and employees, or to parties designated by
the City, to the extent of the negligent performance 0 character of the work, unforeseen
difficulties, accidents, occurrences or other causes pr . cated on active negligence of the
Consultant or of his subconsu1tant. Consultant shall' demnify, defend and hold harmless the
City, its officers, officials, directors, employees and a ents from and against any or all loss,
liability, expense, claim, costs (including costs of det1 nse), suits, and damages to the extent
arising from the negligent performance of the work. . s paragraph shall not be construed to
exempt the City, its employees and officers from its 0 fraud, willful injury or violation of law
whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties hereto
recognize and agree that this Agreement is not a cons ction contract. By execution of this
Agreement Consultant acknowledges and agrees that e has read and understands the provisions
hereof and that this paragraph is a material element 0 consideration.
Approval of the insurance contracts does not relieve e Consultant or sub consultants from
liability under this paragraph.
10. GOVERNMENTAL REGULATIONS. To the exten that this Agreement maybe funded by
fiscal assistance from another governmental entity, C nsultant shall comply with all applicable
rules and regulations to which City is bOWld by the te of such fiscal assistance program.
11. DOCUMENTS. All reports, data, maps, models, c , designs, plans, studies, surveys,
photographs, memoranda or other written documents r materials prepared by Consultant
pursuant to this Agreement shall become the prope of City upon completion of the work to be
performed hereWlder or upon termination of the Agre ent. No such materials or properties
Exhibit D
Page 4 of5
OS/29/01
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11.0 1>'1
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produced in whole or in part under this Agreement shall be subject to private use, copyrights,
or patent rights by Consultant in the United States or in any other country without the express
written consent of City. City shall have unrestricted authority to publish, disclose (as may be
limited by the provisions of the California Public Records Act), distribute, and otherwise use,
copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other
materials or properties produced under this Agreement.
Exhibit D
Page 5 of5
OS/29/01
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EXHmIT "A" OF RESOLUTION 131 ~03
AMENDMŒNT'TOAGREEMENT
BETWEEN CITY OF DUBLIN AND KIMLEY-HORNAND ASSOCIATES, INC.
FOR GENERAL TRAFFIC ENGINEERING SERVICES
1l1J/7
WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and Kimley-Hom and
Associates, Inc. (hereinafter referred to as "CONSULTANT"), entered into a two-year agreement on
July 1, 2001, to provide consulting traffic engineering ~ervices to CITY; and
WHEREAS, Consultant and the City of Dublin wish to extend the term of said agreement
for an additional two-year period (terminating Jooe 30, 2005);
NOW, THEREFORE, the parties hereto agree as follows:
Extension of Term
The term ofthe agreement shall be extended ftomJuly 1; 2003, to June 30, 200S. Should a
neW agreement or amendment to agreement to extend the contract not be entered into by June 30, 2005,
this agreement will then automatically extend until a new agreement or amendment to agreement is
entered into or City gives written notice of termination.
Not- To-Exceed
An upper limit shall not be established for the dollar value of work performed by
Consultant within a given year; however, Consultant shall provide a per-task estimate and shall be
required to obtain written authorization from City prior to performing tasks under this Agreement.
Adiustment ofRat~s
The rate schedule attached hereto shall be effective for the 2003-:-2004 fiscal year.
Consultant may propose a further adjustment of rates for the second year of the agreement term.
CITY OF DUBLIN
cJ¿
KIMLEY-HORN AND ASSOCIATES, INC.
G:\Engr-contnict\Kimley-Hom \amcndment03-04.doc