HomeMy WebLinkAboutItem 4.04 Traffic Engineering Services
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CITY CLERK
File # D~[Q][Q]-[ID[l2]
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: June 20, 2006
SUBJECT:
Amendment to Agreement with Omni-Means, L TO, for Trame
Engineering Services
Report Prepared by Melissa Morton, PuNic Works Director
ATTACHMENTS: I) Resolution and Proposed Amendment
2) Letter from Onmi-Means, L TO
3) Current Agreement
RECOMMENDA TlONJ ~'~1"""" .pprovin, '"" """"'mort '" "" A=~l
FINANCIAL STATEMENT: Under this Agreement, Omni-Means, LTD, provides traffic
engineering services to the City based on the proposed rate schedule.
Services performed arc typically peer review and the preparation of
traffic-related services associated with private development projects
in eastern or downtown Dublin. Omni-Means, LTD, provides a not-
to~exceed proposal for each specific private development review or
traffic study The cost ofthcse services is paid by developers.
Per Section 2,9 of the Agreement, Omni-Means, LTD, is allowed to
request a 2.6% rate increase for Fiscal Year 2006-2007 based on the
Consumer Price Index (Cpn for Urban Wage Earners for the San
Francisco-Oakland Bay Area for February 2006.
DESCRIPTION: The City has eontractcd with Onmi-Means, LTD, since 1996 lor
traffic enginecring services. Serviees provided in 2005-2006 have primarily been in the area of peer
review, preparing private development tramc studies, and other traffic-related services associated with
private development projects. These serviees are paid for by developers.
The most current Agreement was approved on Junc 21, 2005, and is for a two-year term, with Fiscal Year
2006-2007 being the second year of the Agreement.
_p__________________________________________________________________________________~__~~M__________.________
COpy TO: George Nickelson, Omni-Means
Page 1 0[2
ITEMNO.~
G:\CONSlJI.TANTS\mnni\agsl amendmenl 06-tJ7.doc
This amcndmcnt is to approvc a ratc incrcasc as allowcd by Section 2 of the Agrecmcnt. Thc rate
schcdule proposcd by Onmi-Mcans, LTD, rcflects an increase of 2.6%, which is the Fcbruary 2006 CPT
for Urban Wage Earners for the San Francisco-Oakland Bay Arca.
Thc work performcd to datc by Onmi-Mcans, LTD, has bcen satisfactory, professional, and eompctitive,
and Staff rccommends that thc City Council adopt the resolution approving the amendmcnt to the
Agreement.
Page 2 01'2
I fl/] t :1
RESOLUTION NO. - 06
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING AMENDMENT TO AGREEMENT
WITH OMNI-MEANS, LTD
WHEREAS, the City of Dublin, State of California, entcrcd into a two-year agrecmcnt WIth
Omni-Means, LTD, on June 21, 2005, to perform traffic cnginecring scrviccs; and
WHEREAS, Consultant is rcqucsting an adjustment of rates for Fiscal Year 2006-2007 as
allowcd by Scction 2 ofthc Agreement;
NOW, THEREFORE, BE IT RESOLVED that the City Couneil of the City of Dublin docs
hereby approve the Amendment to the Agrcement with Onmi-Means, LTD, which is attachcd hcrcto as
"Exhibit A"
BE IT FURTHER RESOLVED that thc Mayor is authOIl7,ed to execute the Amendment to thc
Agreement.
PASSED, APPROVED AND ADOPTED this 20th day of Junc, 2006.
AYES:
NOES.
ABSENT
ABSTAIN
Mayor
ATTEST
City Clcrk
G.'lCONSUI.TANTSlomnilreso amend 06-Q7,doc
(r2.()-o& '-I '1
ATTACHMENT I,
!},o61-7;7
EXHIBIT "A" OF RESOLUTION - 06
AMENDMENT TO AGREEMENT
BETWEEN CITY OF DUBLIN AND OMNI-MEANS, LTD,
FOR ENGINEERING SERVICES
WHEREAS, thc City of Dublin (hcrcinafter referrcd to as "CITY") and Omni-Mcans,
LTD (hcreinaftcr rcfcrrcd to as "CONSULTANT"), cntered into an agrcement on June 21, 2005, to
provtde cnginecring services to CITY, and
WHEREAS, said agrccment was for a tcrm of two ycars, terminating on Junc 30, 2007,
WHEREAS, sald amendmcnt to agreCillent included a provision for CONSULTANT to
request an mcrease in fee rates at the end of the 2005-2006 Fiscal Year;
NOW, THEREFORE, the parties hereto agrce as follows:
Adiustment of Rates
The rate schcdule attached hercto as Exhibit 1 shall be in cffect for Fiscal Ycar 2006-2007
Should a new agreement or amendment to agreement to extend the contract not be entered into by
June 30, 2007, then this agrcemcnt will automatically extend until a ncw agrcement or amendmcnt to
agrecment is entcred into, or City gives writtcn notiec of tcrmination.
CITY OF DUBLIN
Mayor
ATTEST.
Clty Clerk
.w(
Datc:
{pI, /06
, .
Ci:\c:.ONSUL T AN'('S\ornni\amendment 06-07.doc
mmIT A
To the Resolution
8 15 6 / ";-
2006-2007 CHARGE RATE FEE SCHEDULE
OMNI-MEANS
CLASSIFICATION
2006-2007
RATE
COr)sultant (Branch Manager)
$ 178
Traffic Engineer 3
117
Technician 3
93
G:\CONSUL TANTS\omni\exhlblt 1 agreement 06-07.doc
mIBIT /.
eo de resc!td:.-'o/l.
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t1 002)
January II, 2006
Ms. Melissa A. Morton
Public Works DIrector
City of Dublin
100 Civic Plaza
Dublin, CA CJ4568
Sub]ed.
Expected Billing Rate Increase for' 2()06~20()7 Related to Omni-Means'
Agreementfor Traffic Engineering Services
Dear Ms. Morton:
As per your letter of December 16, 2005, I am advising you that Onl1li~Means will be seeking
hourly rate increases for our staff commensurate with the San Francisco-Oaldand Bay Arca
Cunsumer Price Index (CPT). Tt is our understanding that the CPT data j(,r the year ending February
2006 will be used in thc calculation.
We trust that this letter responds to your needs. Please call me if you have any questions or
commcnts.
:~ ZJ<<M'Jt~
Gcorge W Nickelson, P.E.
Branch Manager
llinl nlyrnf,Jlc 8i'\ul(~\I(Jrd, Sl.,dlt-~ 1 y! .. 1i\Jr'-:tlnlj"l (,n~!r;:!k r" 1.\ 94'Nh M (O')r;~ ( '\D.
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CONSUL T/NQ SERVICES AGREEMENT BETWEEN
THE CITY OF DUBLIN AND OMNI.MEANS, L TD
THIS AGREEMENT forconsu~lng services is made by and between the CITY OF DUBLIN ("CIty")
and Omni-Maans, L TO rconsultant"), as of June 21, 2005.
Section 1. ~, SubJeel to the !arms and conditions set forth in this Agreement, Consultant
shall provide to City the services descrtbed In the Scope of Work,attached as ~x~ibit A at the time and
place and in the manner specified therein. In the event of a connlct In or Inconsistency between the terms
of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term aT this Agreement shall begin on the dale 11l1t noted above
and shall and on June 30, 2007, the date of completion speclned In ~, and
Consultant shall complete the work described in Exhibit A prior to that date, unlass the
term of the Agreement is otherwise terminated or extended, as provided for in Section 8,
The lime provided to Consultant to complete tile services required by tIlis Agreement shall
not affect the City's right to terminate the Agreement, as provided for in Section 8.
1.2 Standar4 of Performance, Consultant shall perform all services required pursuant 10
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 Consultanfs profession.
1.3 Asslanment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant 10 this Agreement. In the eventlhat 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 perfonnance 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.
S~t1on 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Two
Hundred Thousand Dollars and No Cents ($200,000), nolwithstanding any contrary indications that may be
contained In Consultant's per-task proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the evant of a conflict between this Agreement and Consultant's per-task
proposal, 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 10 this Agreement. Consultant shall submit all invoices to City in the manner speclned herein,
Consulting Services Agreement between
City of Dublin and Dmnl-Means, L TO
ATTAUIDIENT 3.
.
.
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Except as specifically authorized by City. Consultant shall not bill City for duplicate services performed by
more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated cosls 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 ~ Consultant shall submit invoices, not more often than once a month during the
term of this Agreement, based on the cost for services performed and reimburllBble 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 this 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 the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds BOO hours, which shall include an estimate of the lime
necessary to complete the work described in Exhibit A,
· The Consultant's signature.
2.2 ~ 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 requirements
above 10 pay Consultant.
2.3 ~ 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.
In no evenl shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either 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.
Consulting Services Agreement between
City of Dublin and Omni-Means, L TO
June 21, 2005
Page 2 of 14
1 ~b ? 7
2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.5 B!lm.bursable ExDllnsH. Reimbursable expenses under this Agreement are defined as
mileage and extraordinary binding and printing costs, and shall be Included In the total
amount of compensation provided under this Agreement.
2.6 Payment of Tlxel, Consultant Is solely responsible for the payment of employmentlaxes
incurred under this Agreement and any similar federal or state taxes,
2.7 Payment UDon Termination, In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses Incurred for work satisfactorily compleled
as of the date of written notice of termlnaHon, Consultant shall maintain adequate logs
and timesheets In order to verify oosls Incurred to that date.
2.8 AYlI12.rlzation to Perform Services. The Consultanl is nol authorized to perform any
services or Incur any costs whatsoever under the terms of this Agreement urllU receipt of
authorization from the Contract Administrator.
2.9 Bite Acljustmenu. Consultant will be entitled 10 an annual rate adjustment upon each
annual annlversaJY 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 Nea 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 cUlT&nt 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 adJusIed rates be less than the InlUal
rates as sel forth In Exhibit 8, A sample calculation Is sel forth below. The Public Works
Director shall calculate the adjusted ra~ on each anniversary date of this Agreement and
shall provide notice to Consultant of such new rales.
SAMPLE CALCULATION: (Using 1% index increase as an example)
HOURLY CHARGE RATE
INDEX INCREASE (Assuming 1%) 150 x .01 = 1.50
$150.00lhr
1.501hr
$151.50Ihr
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment thai may be necessaJY to perform Ihe sarvices
required by this Agreement. City shall make available to Consultant only the facUme!! and equipment listed
In this section, and only under the tenns and conditions setforth herein.
Consulting Services Agreement between
City of Dublin and Omnl-Means, L TD
June 21,2005
Page 3 of 14
't061?;>
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 information in possession of the City. The locallon, quantity, and lime of furnishing those facilities
shall be in the sole discretion of City. In no event shell City be obligated to furnish any facility that may
involve incurring any direct expense, Including but not limited to computer, long-distance telephone or other
communicalion charges, vehicles, and reproduction facilities.
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 subcontrectors.
Consultant shall provide proof satisfactory 10 City of such insurance that meets the requirements of this
section and under forms of insurance satisfactory in all respects to the City. Consultant 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
subcontraclor(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 WOrkll'l' ComDensatl2n. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or Indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employe~s L1ablllty Insurance shall be provided with limits
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.lnsurance complies fully with the provisions of the California Labor
Code. Determinallon of whether a self-insurance program meets the standards of the
labor Gode 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 agalnstlhe City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Aglll!lment.
An endorsement shall state that covarage 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 Commerclsl Gllnerel end Automol2ll1.l.lllPIl1!Y Insurance.
4.2.1 GenII'l11!mllrem.nts. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of lhls
Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000,00)
per occurrence, combined single Ii mil 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,
ConSUlting Services Agreement between
City of Dublin and Omni-Means, l TO
June 21, 2005
Page 4 of 14
q 06'2 '7
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 not
be limited to, protection against claims artslng from bodily and personal injury,
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, Including the use of owned and
non-owned automobiles.
4.2.2 Minimum SCODe of coveraae, Commercial general coverage shall be at least
as broad as Insurance Services Office Commercial General liability occurrence
form CG 0001 (ed. 11/68) 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 Liability.
. 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 limiting the coverage.
4.2.3 ~ Each of the following shall be induded in the
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 automobiles owned, leased, or used by the Consultant.
The coverage shall contain no special limitations 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 stale that coverage is primary insurance with
respect to the City and ils officers, officials, employees and volunteers,
and that no Insurance or self-inSUrance maintained by lhe City shall be
called upon to contribute to a loss under the coverage.
d, Any failure of CONSULTANT to comply with reporting provisions ofthe
polley shall not affect coverege provided to CITY and its officers.
employees, agents, and volunteers.
e. An endOrsement shall stale that coverage shall not be canceled except
after thirty (30) days' prior written notice by certified mail, retum receipt
requested, has been given to the City. Consultant shall noUfy City within
Consulting Services Agreement between
City of Dublin and Ornnl-Means, L TD
June 21, 2005
Page 5 of 14
IOVb2-3>
14 days of notification from Consultant's Inaurer if such coverage is
suspended, voided or reduced In coverage or in limits.
4.3 Professional liability Il1Iurance. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement profesaionalliability Insurance for
licensed professionals performing work pursuant to this Agreement in an amount not
less than ONE MilLION DOLLARS ($1,000,000) covering the lIoensed professionals'
errors and omissions.
4.3,1 Any deductible or self-insured retention shall not excead $150,000 per olalm,
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, retum receipt requested. has been given
to the City.
4.3.3 The following proVisions shell 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 ofthe.A~reement.
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 reaaoneble rates,
c. If coverage is canceled or not renewed and Ills not replaced with another
claims-made policy form with a retroactive date that precedes the dale of
this Agreement, Consultant must provide extended 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 Consultanrs 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 te the commencement of any work under this Agreement.
4.4 AU Pollcl,. Reaull'8mlnls.
4.4.1 Acc.ot.~ln.ur.l'8. 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 coveralle. Prior to beginning any work under this Agreement,
Consultant shall furnish City with certificates of insurance and with original
endorsements effecting coverage required herein. The certificates and
Consulting Services Agreement between
City of Dublin and Omni-Means, L TO
June 21,2005
Page 6 of 14
1106 2:;
endorsements for each Insurance policy are 10 be signed by a person authorized
by that insurer to bind coverage on its behalf. The City reserves the right 10
require complete, certified copies of all required Insurance policies, at any time.
4.4.3 Subcontractors. Consultant shall Include all subcontractors lUl insureds under
its policies or shall fumish 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 variation 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 Deductlbles 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
authorization of Contract Administrator, Consultant may increase such deductibles
or self.lnsured retentions with respect 10 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 requlrementlhat 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 Coveraae. 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 ,md within the time
herein required, City may, at liS sole opijon 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 10 stop work under this Agreement or withhold any payment that
becomes due 10 Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
Consulting Services Agreement between
City of Dublin and Ornnl.Means, L TO
June 21, 2005
Page 7 of 14
12 ob 2-7
· Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultantshall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and alllossas, liability, claims, suits, actions,
damages, and causes of action arising out of any parsonal Injury, bodily Injury, loss of life, or damage
to property. or any violation of any federal, state, or munlolpallaw 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 they 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, employees. agents. or volunteers and (2) the actions of Consultant or Its employees,
subcontractor, or agents have contributed in no part to the injury, ioss 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 Califomia 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 egrees 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 Califomia Public Employees
Retirement System (PERS) to be eligible for enrollment In PERS as an amployee of City, Consultant shall
indemnity, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or I1s employees, agents, or subcontractors, as well as for the
payment of any penalties and Interest on such contrlbutions, which would otherwise be the responsibility
of City,
Section 6.
6.1
STATUS OF CONSULTANT.
Indeoendent Contractor. At all times during the tarm of 1I11s 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 Consultanrs services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuanl to this Agreement. Notwithstanding any other
City, state, or federal policy, 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. benefrt, 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.
Consulting Services Agreement between
City of Dublin and Omnl.Means, L TO
June 21, 2005
Page 8 of 14
/?;o617
8.2 Con.ul~nt 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 <In
agent. Consultant shall have no authority, express or implied, pursuant to this Agreement
to bind City to any obligation whatsoever
.bmIML ~
7.1 Governina Law. The laws of the State of California shall govern this Agreement.
7.2 Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 her To the extent that this Agreement may be funded
by fiscal assistance from arlother govemmental entity, Consultant and any subcontractors
shall comply with all applicable mles and regulations to which City Is bound by the terms of
such fiscal assIstance program.
7.4 Licenses and Pennits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have alllicenslls, permits, quallficetions,
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, arlY 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 Nondl.crlmlnatlon and"EguJ ODDOrtunlb!. Consultant shall not discriminate, on the
basis of a parson's race, religion, color, national origin, age, physical or mentel handicap
or disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for amployment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultarlt under this
Agreement. Consultant shall comply with all applicable federal, stata, and local laws,
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
Agreemenl, including but nollimited 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 Omni-Means, L TO
..
June 21, 2005
Page 9 of 14
/'-l 06 7-7
Section 8.
TERMINATION AND MODIFICATION.
8.1
Tennination. 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
performed to the effective date of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City any or all documents, photographs,
computer software, video and audio tapes, and other materials provided to 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 this
Agreement beyond that provided for in Subsection 11 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, City shall have no obligation to 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 Amendment., The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Alslanm.nt and Sllbcontractlna. City and Consultant recognize and agree that this
Agreemsnt contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge, Moreover, a substantial Inducement to 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
performance 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 end all
provisions of this Agreement allocating liability between City and Consultant shall
survive the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the tenns
of this Agreement. City's remedies shall included, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
Consulting Services Agreement between
City of Dublin and Omni-Means, L TO
June 21, 2005
Page 10 of 14
16 D6 t.. 3
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described In ExhibJIA not
finished by Consultant; or
a.6A Charge Consultant the difference between the cost 10 complete the work
described In .ElsblW that Is unfinished at the lime of breach and the amount
that City would have paid Consultant pursuant to Section 2 If Consultant had
complelad the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9,1 Records Created as Part of Consultant', Plrformance. 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 fonn, 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 tennination of the Agreement. It is understood and
agreed that the documents and other materials, including but not Ilmllad 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 releasad to third parties without prior written consent of both
parties.
9.2 Consultant's Books end ftlcordL 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 City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the dilte of final payment to the Consultant to this Agreement.
9.3 Inspection and Audlt.~ Any records or documents that 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 the 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.
Consulting Services Agreement between
City of Dublin and Omni.Means, L TO
June 21, 2005
Page 11 of 14
I Lo D6 23
Section 10 MISCELLANEOUl.fBOVISIONS.
10.1 AtjomeYl' Fell, 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
party shall ba entitled to reasonable attorneys' fees in addition to any other relief to which
thaI party may be entitled, The court may set such fees in the same action or in a
separate action brought for that purpoae.
10.2 Venue. In the eventlhat either party brings any action against the other under this
Agreement, the parties agree that trial of such action shali 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 SeYerabUi~. If a court of competent jurisdiction finds or rules thet any provision of this
Agreement Is Invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shali remain In full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validily of any other provision of
this Agreement.
10.4 No 1m I The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of thai term or any other term
of Ihis Agreement.
10.5 SUCC8IIOl'li and Assillns. The provisions of this Agreemenl shall inure 10 the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.8 J.!!!.Rf Recycled Products. Consultant shali prepare and submit ali reports, written
studies and other printed material on recycled paper to the extent II Is available at equal or
less coatthsn virgin paper,
10.7 Conflict ollnterest, 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 'connict of Interest," as that term is defined in the Political Reform Act,
codified at California Govemment Code Secllon 81000 lit seq.
Consultant shall not employ any City official In the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 at seq.
Consultant hereby warrants that it is not now, nor has it been In the previous twelve (12)
months, an employee, agent, appoinlee, or official of the City, If Consultant was an
employee. agent, appointee, or offK:ial oT the City In the previous twelve months,
Consultant warrants that It did not participate in any manner in the forming of this
Agreement. Consultant understands that, If this Agreement is made in violation ofnGovernrnent Code ~1090 et,seq.,the entire Agreement Is void and Consultant will not
Consulting Services Agreement between
City of Dublin and Omnl.Means, L TD
June 21, 2005
Page 12 of 14
17 06 ~8
be entitled to any compensation for services performed pUl'$uant to this Agreement,
including reimbursement of expenses, and Consultant will be required to reimburse the
City for any sums paid to the Consultant. Consultant undel'$tands thai. in addition to the
foregoing, it 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.
1o.e Solicitation. Consultant agrees not to solicit business at any meeting, Jocus group, or
interview related to this Agreement, either orally or through any written materials,
10.9 ~ This Agreement shall be administered by Malina Morton,
Public Works Director ("Contract Adminlstrator"). 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: George Nickelson
OMNI-MEANS, L TO
1901 Olympic Boulevard, #120
Walnut Creek, CA 94596
Any written notice to City shall be sent to:
Melissa Morton
City of Dublin Public Works
100 Civic Plaza
Dublin, CA 94568
10.11 Profllsional Seal. Where applicable In the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and aach 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 antitled
.Seal and Signature of Registered Professional with reporVdesign responsibility,. as In the
following example.
Seal and Sign ure of
reporVdesign responsibility.
Consulting Services Agreement between
City of Dublin and Omnl-Means, L TO
June 21, 2005
Page 130f14
('?;D6JO
10.12 jnt.aratlon. This Agreement, including the scope of work attached hereto and
Incorporated herein es Exhibit A, and the Charge Rate Fee Schedule Incorporated herein
as Exhlhlt..e, represents the entire and integrated Agreement between City and Consultant
and supersedes all prior negotiations, representations, or agreements, either written or
oral,
CITY OF DUBLIN
OMNI.MEANS, LTD
,,)~
, President
H.
Attest:
Approved as to Form:
Elizabeth Sliver, City Attorney
G:\CONSUl TANTSIomnllNEW 1XI"'"~1"4l ag....rnenl 062105.<100
Consulting Services Agreement between
City of Dublin and Ornni.Means, L TO
June 21, 2005
Page 14 of 14
11106;):3
EXHIBIT A
SCOPE OF SERVICES
To provide general Traffic Engineering services for the two-year term commencing July 1, 2005,
and ending June 3D, 2007, which Include traffic studies, peer review and other traffic-related services for
private development projects. The scope of studies shall be detailed as speclnc projects are proposed to
the City The consultant shall provide the City with a not-to-exceed fee for each study, peer review, and/or
other traffic-related review
GolCONSUl TANTSlomniINEW CCIllIulllng IlglVllll\llf1t 062100,<100
Consulting Services Agreement between
City of Dublin and Omni-Means, L TO-Exhibit A
June 21. 2005
Page 1 of 1
WQ6?-?
EXHIBIT B
COMPENSATION SCHEDULE
Compensation shall be paid per the Fee Schedule entitled, '2005-2006 Charge Rale Fee
Schedule," attached herelo.
G:\CctllSUL TANTSIomnrINEW oonlU~ng 8lIreement 06210S.doc
Consulting Services Agreement between
City of Dublin and Omni-Means, L TD---Exhibit B
June 21, 2005
Page 1 of 1
21 f)b 1-'3
EXHIBIT A
SCOPE OF SERVICES
To provide general Traffic Engineering services for the two-year term commencing July 1, 2005,
and ending June 3D, 2007, which include tr:afflc studies, peer review and other traffic-related services for
private development projects. The acope of studies shall be detailed as specific projects are proposed to
the City. The consultant shall providllthe City with a not-to-exceed fee for each study, peer review, and/or
other traffic-related review
G:\CON8UL TANTSIomnl\N!W conlU~lng ag"""""nl 0621 OS.doc
Consulting Services Agreement between
City of Dublin and Omni.Means, L TD-~
June 21, 2005
Page 1 of 1
.-, 2- 6'7 "7,
V. ;,..".() v
.
EXHIBIT B
COMPENSATION SCHEDULE
Compensation shall be paid per the Fee Schedule entitled, '2005-2006 Charge Rate Fee
Schedule," allached hereto,
G:\CONSUl TANTSlanniV'lEW ClJII9ulting ogreement 1le2106.doo
Consulting Services Agreement between
City of Dublin and Omni-Means, L TD--Exhibit B
June 21,2006
Page 1 of 1
? ?f.Jh Z-}
2005-2006 CHARGE RATE FEE SCHEDULE
~
Technician 3
2005-2006
RATE
$173
114
90
CLASSIFICATION
Cons.ultant (Branch Manager)
Traffic Engineer 3
G:\CONSUtT ANTSlomnlle'hlbll 1 .g...menIO!j.06-<1oc