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HomeMy WebLinkAboutItem 4.02 TrafficEngServices CITY CLERK File # D~lQ]riJ-[B]~ AGENDA STATEMENT CITY COUNCIL MEETING DATE: July 5, 2005 SUBJECT: Approval of Consulting Services Agreement with Kimley-Horn and Associates, Inc., for Traffic Engineering Services Report Prepared by: Melissa Morton. Public Works Director ATTACHMENTS: I) 2) Resolution, together with Exhibit "A," Agreement Previous Agreement and Amendments RECOMMENDATIONÆ ~dOPl_l"ti"" 'pp"""', <h< A_. FINANCIAL STATEMENT: Under this Agreement, Kimley-Horn and Associates, Inc., (Kimley-Horn) will provide traffic engineering services to the City based on the proposed rate schedule. Types of services provided are typically transportation planning, the preparation of traffic impact studies for proposed developments, and signal design plans for approved developments. The cost of these services will be paid by developers. Kimley-Horn will also conduct traffic studies related to City projects, the funds for which are contained in the individual budgets for each Capital Improvement project. A per-task proposal will be submitted by the consultant, and written authorization given by the City before the consultant proceeds with the task. Kimley-Horn is not requesting a rate increase at this time, nor was one requested for Fiscal Year 2004-2005. Future rate increases will be governed by Section 2 of the Agreement, which specifies that future adjustments shall be limited to the Consumer Price Index (CPI) for Urban Wage Earners for the San Francisco-Oakland Bay Area as of February of each year. DESCRIPTION: The City has contracted with Kimley-Hom and Associates, Inc., since 2001 for traffic engineering services. Services provided to date have primarily been in the area of preparing traffic studies and other traffic-related services associated with private development projects, as wen as traffic studies for Capital Improvement Program projects. Staff is proposing a new two-year Agreement with Kimley-Horn in order to incorporate amended contract language. The term of the Agreement will be for two years, expiring on June 30, 2007, with a rate adjustment allowed for the second year of the Agreement. Kimley-Horn is not proposing a rate increase ___________M____~______________________..~_____________~w______ COPIES TO: Anush Nejad, Kimley-Hom \ Db L- ITEM NO. ~ 'L G:\CONSULTANTSIKimloy-HomIAGST new Agreemeot 070505,doc ~ for Fiscal Year 2005-2006. Future adjustments will be limited under Section 2 of the Agreement to the CPI as of February of each year. Under this Agreement, Kimley-Horn will provide specific per-task estimates for each project and obtain written authorization ftom the City before proceeding with the work. The cost of development-related services will be paid by developers, and work related to CIP projects will be budgeted within each project. The work provided to date by Kimley-Hom and Associates, Inc., has been satisfactory, professional, and competitive, and Staff recommends that the City Council adopt the Resolution approving the Agreement. 2Cft,L- \~~7> RESOLUTION NO. - 05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC., FOR TRAFFIC ENGINEERING SERVICES WHEREAS, Kimley-Horn and Associates, Inc., has provided traffic engineering serviees to the City since 2001; and WHEREAS, the City desires to continue using Kimley-Hom's services; and WHEREAS, it is proposed to enter into a new two~year Agrocment in order to ineorporate amended contract language; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Agreement with Kimley-Horn and Assoeiates, Inc., attached hereto as "Exhibit A." BE IT FURTHER RESOLVED that the Mayor is authorized to execute the Agreement. PASSED, APPROVED AND ADOPTED this 5th day ofJuly, 2005. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G:\CONSlJLT AN'rS\Kímley-Hom\reso new agmt 05~06,doc t4.L ì-5-0~ ATTAUlDlENT L -z. O'b~~ CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND KIMLEY·HORN AND ASSOCIATES, INC. THIS AGREEMENT for consulting services is made by and between the CITY OF DUBLIN ("City") and KIM LEY-HORN AND ASSOCIATES, INC. ("Consultant"), as of July 5, 2005. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2007, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of lhe Agreement Is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Asslanment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1,1 above and to satisfy Consultant's obligations hereunder. Consultant shall not be responsible for delays beyond Consultant's reasonable control. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person, Consulting Services Agreement between City of Dublin and Kimley-Hom and Associates, Inc. mIllT A. -1::-0 -Hte ~esol ub'ox :3 00 3~ Consultant and City aCknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consullant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible, City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultanl shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: . Clear numerical identification, with no duplication of numbering; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount. the amount of prior billings, the total due lhis period, the balance available under the Agreement, and the percentage of completion; · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work. and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when lhe total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 MonthlY Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requiremenls above to pay Consullant. 2.3 Total Payment. City shall pay for the services to be rendered by Consullant pursuanl 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 exlra, further, or additional service pursuant to this Agreement, In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above eilher for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.4 HourlY Fees. Fees for work performed by Consullant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. Consulting Services Agreement between City of Dublin and Kimley-Hom and Associates, Inc. July 5, 2005 Page 2 of 14 4D6~3 2.5 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes, 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Seclion S, the City shall compensale the Consultant for all outstanding cosls and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and limesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the tenns of this Agreement until receipt of authorization from the Contract Administrator. 2.9 Rate Adîustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City, The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area pUblished by the U.S, Department of Labor, Bureau of Labor Statistics (Index) which is published for the year ending in February. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE INDEX INCREASE (Assuming 1%) 150 x .01" 1.50 $150.00Ihr 1,501hr $151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cosl and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and enly under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the informalion in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City, In no event shall City be obligated to furnish any facility that may Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates, Inc. July 5, 2005 Page 3 of 14 5'DD3~ involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facililies. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultanl shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid, Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' ComDensatlon. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directiy or indirectiy by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limils of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination ,of whether a self·insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self,insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General reaulrements. Consultant, al its own cosl and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall hot be limited to, protection against claims arising from bodily and personal injury, Consulting Services Agreement between City of Dublin and Kimley-Hom and Associates, Inc. July 5, 2005 Page 4 of 14 (Q ðó3~ including death resulting therefrom, and damage to property resulting from activilies contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coveraae. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General·Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liabiiily. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached 'iimiting the coverage. 4.2.3 .Addltlonal reaulrements. Each of the following shall be included in lhe insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and aulomobiles owned, leased, or used by the Consultant. The coverage shall.contain no speciallimitalions on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c, An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply wilh reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified maii, return receipt requested, has been given to the City, Consultanl shall nolify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limils. Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates, Inc. July 5, 2005 Page 5 of 14 fCb33 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals perfolT11ing work pursuant to this Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled 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 10 the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy fOIT11 with a retroactive date that precedes the date of this Agreement, Consultant must provide exlended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Reauirements. 4.4.1 AcceDtabilitv of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement, Consultanl shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein, 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 City reserves the right to require complete, certified copies of all required insurance policies, at any time, Consulting Services Agreement between City of Dublin and Kimley-Hom and Associates, Inc. July 5, 2005 Page 6 of 14 8 r5b33 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a varialion in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self·lnsured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written aulhorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in CoveraCle. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the lime herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: . Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; . Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates, Inc. July 5, 2005 Page 7 of 14 9cß33 Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the Cily and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which lhey could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, empioyees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest en such contributions, which would otherwise be the responsibility of City, Section 6. STATUS OF CONSULTANT. 6.1 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 services rendered pursuanl to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to controllhe means by which Consultant accomplishes services rendered pursuant to Ihis Agreement. Notwithstanding any other City, state, or federal polley, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Aaent. 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 Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates, Inc. July 5, 2005 Page 8 of 14 /0 DÓ33 agent. Consultant shall have no authority, express or Implied, pursuant to this Agreement to bind City to any obligation whatsoever, Section 7. LEGAL REQUIREMENTS. 7.1 Governlna Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder, 7.3. Other Governmental Reaulatlons. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Eaual Opportunltv. Consultant shall not discriminate, on the basis of a person's race, religion, color, nalional origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicani for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and iocallaws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates, Inc. July 5, 2005 Page 9 of 14 1/(£33 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services periormed to the effective date of tennination; City, however, may condilion payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided 10 Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in Its sole and exclusive discretion, extend the end dale of lhis Agreement beyond that provided for in Subsection 1,1, Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, Cily shall have no obligation 10 provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 AssiQnment end Subcontractlna. City and Consultant recognize and agree that this Agreement contemplates personal periormance by Consultant and is based upon a determination of Consullant's unique personal competence, experience, and specialized personal knowledge, Moreover, a substantial inducement 10 City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the periormance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, lhe following: 8.6.1 Immediately terminate the Agreement; Consulting Services Agreement between City of Dublin and Kimley-Hom and Associales, Inc, July 5, 2005 Page 10 of 14 / ~ èt/../3 8.6.2 Retain the plans, specifications, drawings, reports, design documenls, and any other work product prepared by Consuitant pursuant to this Agreement; 8.6.3 Retain a different consultant to complele the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A lhat is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City, Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and olher materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Cily under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant 10 this Agreement. 9.3 InsDection and Audit of Records. Any records or documents thai Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of lhe State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates, Inc. July 5, 2005 Page 11 of 14 /3 ~33 party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California, 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement nol so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall nol void or affect the validity of any other provision of this Agreement. 10.4 No Imolied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitule a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and AssiQns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest,' as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall nol employ any City official in Ihe work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement lhat would violate Califomia Government Code Seclions 1090 at saq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agen!, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warranls that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it Consulting Services Agreemenl between City of Dublin and Kimley-Hom and Associates, Inc. July 5, 2005 Page 12 of 14 /Lf cfJ33 may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview relaled to this Agreement, either orally or through any written materials, 10.9 Contract Administration. This Agreement shall be administered by Melissa Morton, Public Works Director ("Contract Administrator"), All correspondence shall be directed to or through the Contract Administrator or his or her designee, 10.10 Notices. Any written notice to Consultant shall be sent to: Anush Nejad, P.E, Kimley-Horn and Associates 555 12th Street, Suite 1230 Oakland, CA 94607 Any written notice to City shall be sent to: Melissa Morton City of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation, The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. 10.12 Intearatlon. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and inlegrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates, Inc. July 5, 2005 Page 13 of 14 CITY OF DUBLIN Janet Lockhart, Mayor Altest: Kay Keck, City Clerk Approved as to Form: Elizabeth Silver, City Attomey G:\CONSULT ANTSIKimloy.Ho,nlNew oonsultlng agreement 070505.doc Consulting Services Agreement between City of Dublin and Kimley-Hom and Associates, Inc. /5c'i) 33 / ,/~ July 5, 2005 Page 14 of 14 /1 ð. 3:3 l.D if; EXHIBIT A SCOPE OF SERVICES To provide general Traffic Engineering services, which includes preparing traffic impact studies of proposed developments and signal design plans for approved developments, and provide general traffic engineering and transportation planning services 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. G:\Engr-œntract\staodard OOI1sulting agreemeotREVISED (June 2004),000 Consulting Services Agreement between Cily of Dublin and Kimley-Hom and Associates, Inc.-Exhibit A July 5, 2005 Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE /7 cB 33 City shall pay Consultant for work to be pertormed pursuant to this Agreement at lhe hourly rates attached herein. G:\Engr-<ootract\staodam consulting agreement REVISED (June 2004),doo Consulting Services Agreement between City of Dublin and Kimley-Horn and Associates. Inc.--Exhibit B July 5, 2005 Page 1 of 1 I g 0-633 KIMLEY·HORN 2005-2006 PROPOSED CLASSIFICATION RATE A1-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 D8 Senior Designer 120 E1-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:eog~Kimley"Hom\Exhibit B new agreement 05-06 t_ /Qo633 . ,- 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-Hom 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 speeified 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 serviees 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 EOUIPMENT. Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities and equipment whieh may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit C aceording 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 ftom time to time require changes in the scope of the 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. RESPONSIBLE CHARGE. Consultant shall assign a project manager(s) to each proj eet 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/29/0 I ATTACmNT ~ ,- zot33 ,. 9. CONTRACT ADMJNISTRATION. This Agreement shall be administered by LEE S. THOMPSON ("Administrator"). All eorrespondence 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 Pleasanton, 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 "City" Attest: /7~ Hy "Consultant" Approved as to form: if~ 71_$;L City Attorney Agreement Page 2 of2 OS/29/0 I ~ d-! 61:/33 (' 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 serviees 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 noHo-exceed fee for each traffic study or signal design plan. Exhibit A Page 1 of1 OS/29/01 ;)?- ðb53 EXHIBIT B PAYMENT SCHEDULE City shall pay Consultant for work to be performed pursuant to this agreement at the hourly rates attached herein for an amount not to exceed the total sum of SEVENTY FIVE THOUSAND DOLLARS ($75,000) PER YEAR, over a period of two years ftom July I, 2001 to June 30, 2003. Consultant shall submit invoices monthly based on the cost for services performed on a time and expenses basis and in accordance with the cost estimate for e;¡.eh project. The total sum stated above shall be the total which City shall pay for the serviees to. be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense o.r cost whatsoever ineurred by ConsuJtant in rendering services pursuant to this Agreement City shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in writing executed by the City Manager or o.ther designatcd 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 priee. The serviees to be provided under this Agreement may be terminated without cause at any point in rime in the sole and exclusive discretion of City. If the Agreement is terminated by City, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work performed on such documents and other materials through the effective date o.f such termination. In that event, all finished and unfinished documents and other materials shall, at the o.ption o.fthe City, become City's sole and exclusive property. Consultant hereby expressly waivcs any and all claims for damages o.r 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 pea-fOl'm. any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finanee Department of the City of Dublin. The Consultant shall be entitled to submit a request for an adjustment ofrates for the second year of the contract term; Le., 2002-2003 fiseal year. Exhibit B Page 1 of 1 05/3012001 ;)3 ðQ 33 ~=~ Kfmley-Horn and Associates, Inc. Kimley-Horn and Associates, Inc. . Schedule 01 Billing Rates (Effective January 1, 2001) . Code Class Regular Rate .A1-M Sanior Support Staff $72;00 A5 Senior Professional 1 $140.00 C1-C3 Support Start $68.00 C4-C6 Senior Support Staff $72.00 C03-C04 CADD Operator $90.00 cos-coe Senior CADD Operator $100.00 D7 Deð1gner $115.00 D8 Senior Designer $125.00 E1-E4 Principal $185.00 p PrafeHion81 $90.00 Pi Professional 1 $98.00 P2 Professional 2 $105.00 P3 Professional 3 $110.00 . P4- Professional 4 $120.00 ., P5 SenIor Profasslonal1 $140J10 P6 senior Prufe$slonal 2 $155.00 . P7 Senior Professional 3 $170.00 F'8 Prinolpsl $185.00. n;T2 TechnicîanlDnrltsman 1-.2 $75.00 Ta·T5 T echnlcian/Draflsman 3-5 $85.00 T6-17 Senior T eclmiclan $110.00 An aJlocatlon charge (currently at 6.15%) Is added to the labor fee tD OOVðl' routine expenses, /Such as local mileage. copying. fax. maD, telephone, In-house blueprfntlng, etc. A $25 cnafge Is applied to CADD related computer time. A 10% administration fee Is added for outside axpens..... Overtime \/lark I.. chmrged sl1.5 ames the normaJ bOllng rate. . J~lb53 . " EXHIBIT C City shall furnish physical facilities such as desks, filing eabinets, 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 diseretion of City. In no event shall City be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other conllmmication charges, vehicles, and reproduction facilities. 4 Exhibit C Page 1 of I OS/29/0 I , J.5 °033 EXHIBIT D GENERAL PROVISIONS 1. INDEPENDENT CONTRACTOR. At all times during the ten» of this Agreement, Consultant shall be an independent contractor and sball not be an employee of City. City shall bave the right to control Consultant only insofar as the results of Consultant's engineering serviees 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 term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his profession. 3. IJ;M!J;. Consultant shall devote such time to the perfon»ance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 4. INSURANCE REQUIREMENTS. Consultant shall proeure 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 subcontraetors. The cost of such insurance shall be included in the Consultant's bid. A. Minimum ScoDe of Insurance. Coverage shall be at least as broad as: (I) Insuranee Services Office form 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 Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). (2) Insurance Services Offiee form number CA 0001 (Ed. 1178) covering Automobile Liability, code I "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 Insuranee. B. Minimum Limits of Insurance. Consultant shall maintain limits no less than: Exhibit D Page 1 of5 OS/29/01 · '. dl.Þ Db33 (I) General Liability: $1,000,000 eombined single limit per occurrenee 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. Deduetibles 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: (1) General Liability and Automobile Liability Coverages. (a) The City, its officers, offieials, 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 offieers, 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, offieials, 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 eoverage provided to the City, its officers, officials, employees or volunteers. Bxhibit D Page 2 of 5 OS/29/01 · " :)'7 ó633 (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 performed by the Consultant for the City. (3) Professional Liability. Consultant shall carry professional liability insurance in an amount 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 ofperfonnance of the services specified in this Agreement. (4) All Coverages. Each insurance policy required by tbis clause shall be endorsed to state that coverage shall not be suspended, voided, eaneelled by either party, reduced in eoverage 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 whieh case ten (10) days notice will be given, E. AcceotabilitvofInsurers. Tnsuranee 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 corrnnences. The City reserves the right to require complete, eertified eopies of all relevant portions ofrequired insurance policies, at any time. G. The Risk Manager of City may approve a variation of those insurance requirements upon a detennination that the coverages. scope, limits and forms ofsueh insurance are either not commercially 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 eapacity 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 of 5 OS/29/01 " ,. 6. dß tv-~:) ASSIGNMENT PROHJBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 7. PERSONNEL. Consultant shall assign only competent personnel to perronn services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, Consultant shall, inunediately upon receiving notice ftom City of such desire of City, cause the removal of such person or persons. 8. STANDARD OF PERFORMANCE. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices his profession. All instruments of serviee of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person praetieing in Consultant's profession. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS. Consultant shall take all responsibility for the work, shall bear all losses and damages 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 performanee or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active negligence of the Consultant or of his subconsultant. Consultant shall indemnify, defend and hold hannless the City, its officers, officials, directors, employees and agents ftom and against any or all loss, liability, expense, claim, eosts (including eosts of defense), suits, and damages to the extent arising from the negligent performanee of the work. TItis paragraph shall not be construed to exempt the City, its employees and officers from its own ftaud, 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 construction contraet. By execution of this Agreement Consultant acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the Consultant or subconsultan1s from liability under this paragraph. 10. GOVERNMENT AL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance ftom another governmental entity, Consultant shall eomply with all applicable rules and regulations to whieh City is bound by the tenns of sueh fiseal assistance program. 1 I. DOCUMENTS. All reports, data, maps, models, charts, designs, plans, studies, surveys, photographs, memoranda or other written documents or materials prepared by Consultant pursuant to this Agreement shall become the property of City upon completion of the work to be performed hereunder or upon tennination of the Agreement. No such materia1s or properties Exhibit D Page 40fS OS/29/01 , .-, 9-Cf C"633 . . -' 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 tlús Agreement. Exhibit D Page 5 of 5 OS/29/01 , 301:ß3~ EXHmIT "A" OF RESOLurtON /31 - 03 ~ AMENDMENT 1'0 AGREEMENT BETWEEN CITY OF DUBLIN AND KIMLEY-HORN AND ASSOCIATES, INC. FOR GENERAL TRAFFIC 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 a two"ycar agreement on July 1, 2001, to provide consulting traffic engineering serviees to CITY; and WHEREAS, Consultant and the City of Dublin wish to extend the terin of said agreement for an additional two-year period (terminating June 30, 2005); Now, mEREFORE, the parties hereto agree as follows: Extension ofTenn The term of the agreement shall be extended from July 1, 2003, to June 30, 2005. 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 amenWnent to agreement is entered into or City gives written notiee oftennination. Not- To-Exeeed 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 of Rates The rate schedule attached hereto shall be effective for the 2003c2004 fiscal year. Consultant may propose a further adjusttnent ofrates for the second year of the agreement term. CITY OF DUBLIN elL KIMLEY-HORN AND ASSOCIATES, INe. Date: 00""'-gr-controctlKirnloy-Homlameodme<J1<>3-04.doc \ 31 L033 EXHIBIT 1 OF AMENDMENT TO AGREEMENT KIMLEY-HORN 2003-2004 PROPOSED CLASSIFICATION RATE A1-A4 Senior Support Staff $ 75 AS Senior Professional 1 152 C1-C3 Support Staff 73 C4-C6 Senior Support Staff 78 C03-C04 CADD Operator 95 COS-C06 Senior CADD Operator 110 D7 Desi9ner 120 D8 Senior Designer 132 E1-E4 Principal 195 P Professional 95 P1 Professional 1 105 P2 Professional 2 110 P3 Professional 3 120 P4 Professional 4 130 P5 Senior Protesslonal1 150 P6 Senior Professional 2 165 P7 Senior Professional 3 180 P8 Principal 195 T1-T2 Technician/Draftsman 1-2 78 T3-T5 Technician/Draftsman 3-5 90 T6- T7 Senior Technician 115 g:engr\Klmley-HomIExhlblt 1 amendmeot 03--04 I"T- , 3d- 06'33 EmIBIT "A" OF RESOLUTION t5'i -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-Hom 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 ofthe 2004-2005 Fiscal Year; and WHEREAS, Consultant has requested an adjustment ofriltes for Fiscal Year 2004-2005, NOW, THEREFORE, the parties hereto agree as follows: Adiustment ofþtes The rate schedule attached hereto as Exhibit I shall be in Clffect for Fiscal Y ear 2004~2005 until termination ofagreement 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 notiee of termination. CITY OF DUBLIN ATTEST: ~'ll'C /V'v--- ;ate: 7;¡ 1-/6 'f f . .,. '. 3=3°Ò33 ,. EXHIBIT 1 OF AMENDMENT TO AGREEMENT KIMLEY·HORN 2004-2005 PROPOSED CLASSIFICATION RATE A1-A3 Senior Support Staff $ 78 A4 Senior Support Staff 110 AS 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 D8 Senior Designer 120 E1-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 Technic1anfDraftsman 1-2 70 T3-T5 Technician/Draftsman 3-5 90 T6- T7 Senior Technician 100 g:engrlKlmley-HOrn\EJd1iblt 1 emendment 04-05