2007-081-Approving A Second Amendment To The Contract Agreement With Tjkm Transportation Consultants IncRESOLUTION 2007-081
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
APPROVING A SECOND AMENDMENT TO THE CONTRACT AGREEMENT WITH
TJKM TRANSPORTATION CONSULTANTS, INC.
TO PERFORM TRAFFIC ENGINEERING CONSLTANT SERVICES
IN THE TOWN OF .LOS GATOS ON AN ON-CALL BASIS
WHEREAS, it is necessary for the Council to secure professional consultant
services to provide traffic engineering consultant services in the Town of Los Gatos on an on-
call basis; and
WHEREAS, the Town Council has selected the firm of TJKM Transportation
Consultants to provide traffic engineering consultant services and desires to extend the
professional services agreement for one more year; and
NOW, THEREFORE, IT IS RESOLVED that the Town Council of the Town
of Los Gatos hereby approves the attached second Amendment to extend to the .Professional
Services Agreement (Exhibit A) with the firm of TJKM Transportation Consultants for one more
year to provide professional services in connection with traffic engineering consultant services;
and
BE IT FURTHER RESOLVED that the Town Manager is hereby authorized
and directed to execute said second Amendment to the Agreement on behalf of the Council.
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos held on the 18t" day of June, 2007, by the following vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Barbara Spector, Mike Wasserman, and Mayor Joe
Pirzynski
NAYS: None
ABSENT:
ABSTAIN:
SIGNED: ~~
AYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTES .
"~_
CLERK O ~ HE TO`vVN OF LOS GATOS
LOS' GAT S, CALff~ORNIA
SECOND AMENDMENT TO AGREEMENT
THIS SECOND AMENDMENT TO AGREEMENT is entered into this day of
2007, by and between the Town of Los Gatos, State of California, herein
called "Town," and , TJKM Transportation Consultants, Inc., herein called "[Consultant]."
RECITALS
A. Town and Consultant entered into an Professional Consultant Services Agreement
("Agreement") on July 30, 2003 to perform Traffic Engineering Consultant services
on an on~call basis, a copy of which is attached hereto as (Attachment 2) and incorporated
herein by reference.
B. On June 20, 2005, Council approved an amendment to the Agreement to extend
Consultant's services for two more years.
C. A second amendment to the Agreement is necessary to assist the Town in performing
Traffic Engineering Consultant services.
AMENDMENT
1. The Agreement is hereby amended to extend the agreement for a period of one more year
from Julyl, 2007 through June 30, 2008.
2. The Agreement is hereby amended to include the new schedule of charges (Attachment 4).
3. All other items and conditions of the Agreement of July 30, 2003 remain in full force and
effect.
IN WITNESS WHEREOF, the Town and Contractor have executed this Second
Amendment to the Agreement as of the date indicated on page one (1).
Town of Los Gatos, by:
Debra J. Figone, Town Manager
Town of Los Gatos
Recommended by:
Kevin Rohani
Interim Director of Parks and Public Works
ATTEST:
TJKIVI Transportation Consultants, Inc. by:
(Signature)
(Print Name)
(Addxess)
Approved as to Form:
Town of Los Gatos, California
Jackie Rose, Clerk Administrator
Orry P. Korb, Town Attorney
Revised: 11/04!04 txhi bi t: A
N:\ENGINEERING\COUNCIL REPORTS\tjlan.2nd.amend.to:agr.61807.Joc
' ~r F1CE !7F THE T04~'~ CLERK.
' ~ ~. ~9~7
` AGR
AGREEMENT FOR TRAFFIC ENGINEERING CONSULTANT SVICE~
ORD
REC
THIS AGREEMENT is entered into this. '~' day of n~ , 209~~1~y and between own
of Los Gatos, State of California, herein called "Town", and JKNI Transpor a ,
.engaged in providing Traffic Engineering consultant services herein called "Consultant."
RECITALS
A. Town is considering undertaking activities to PROVIDE TRAFFIC ENGINEERING
CONS7JL'I'ANT SERVICES FOR 'T'OWN OF i OS GATOS.
B. Town desires to engage a Traffic Engineering consultant to provide consulting services to~
review, .analyze, and comment on traffic engineering projects and to prepare traffic analyses
and reports because of Consultant's experience and qualifications to perform the desired work.
C. Consultant represents and affzrms that it is qualified and willing to perform the desired work
pursuant to this ;Agreement.
.AGREEMENTS ,;
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Scope of Services. Consultant shall provide the Traffic Engineering consultant services as
requested by the Town outlined in £~z'~. ~cw ~-r fa '~'~~ ~ ~ N I `i"i A~.
~ N iT~ A~-
2. Time of Performance. The services of Consultant are for the_ period of July 1, 2003 to June
30, 2005.'The Town will review the consultants performance at the end of the contract period
and will have the .option of renewing the contract. Should Town not renew a contract, the
award and authorization of the contract shall .automatically expire. Town shall give
Consultant at least 1.5 days notice, prior to the cancellation or expiration of the contract.
3. Compliance with Laws. Consultant shall comply with all applicable laws, codes, ordinances,
.and regulations of governing federal, state and local laws. Consultant represents and •
warrants to• Town that it has all licenses, permits, qualifications and approvals of
whatsoever nature which .are legally required for Consultant to practice its profession.
Consultant represents and warrants to Town that Consultant shall, at .its sole cost and
.expense, keep in effect or obtain at all times during the term'of this Agreement any licenses,
permits, and approvals which are legally required for Consultant to practice its profession.
Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 1 ~ of
the Code of Town of Los Gatos. '
4. Sole Responsibility, ~ Consultant shall be responsible for employing or engaging all persons
necessary to perform the services under this Agreement.
' ;ATTACHMENT 2
S. lnformation/Re~ort Handling. All documents furnished to Consultant by Town and all reports
and supportive data prepared by Consultant under this Agreement .are Town's property and
shall be deli.~ered ~o Town upon the completion of Consultant's services or at Town's written
' request. ATl~reports, information, data, and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
until released by Town to the public, and Consultant shall not make any of the these
documents or information available to any individual or organization not employed
by consultants by Consultant or Town without the written consent of Town before such
release,
Town acknowledges that the reports to be prepared by Consultant pursuant to this Agreement
are for the purpose of evaluating a dez"rned project, and .Town's use of the .information
contained in the reports prepared by Consultant in connection with other projects shall be
solely at Town's risk, unless Consultant expressly consents to such use in writing, Town
further agrees that it will not appropriate any methodology or technique of Consultant which
is and has been confirmed in writing by Consultant to be .a trade secret of Consultant.
6. Compensation. Compensation for Consultant's professional~services shall be based on the
Consultant's Schedule of Charges (attached hereto as Exhibit "B" and incorporated by
reference herein).
r
Billing shall be accompanied by a detailed explanation of the work performed by whom at
what rate and.on what date. Billing invoices submitted for payment must reference Town
Purchase Order Number, and if applicable, the appropriate project address and Town
Application Number. Also,plans, specifications, documents orotherpertinentmaterials shall
be submitted for Town review, even if only in partial or draft form.
Payment shall be net thirty (30) days.
Only one (1) purchase order numberper invoice will be accepted. All invoices and statements
to Town shall reference Town's purchase order number and be addressed as follows:
Invoices: Town of Los Gatos
Attn: Accounts Payable
P.O. Box 655
Los Gatos, CA 95030
Statements: Town of Los Gatos
.Attn: Sandy Ortiz
P.O. Box 65S
Los Gatos, CA 95030
7. Availability ofRecords. Consultant shall maintain the records supporting this billing for not
Iess than three (3) years following completion of the work under this Agreement. Consultant
shall make these records available to authorized personnel of Town at Consultant's offices
during business hours upon written request of Town.
8. Project Manager. The Project Manager for Consultant for the work under this Agreement
shall be Jessy Pu, Traffic Engineer. ~ ,
Assignability and Sub~contractinu. The services to be performed under this Agreement are
unique and personal to Consultant. No portion of these services shall be assigned or
subcontracted without the written consent of Town.
10. Notices. Any notice required to be given shall be deemed to be duly and properly given if
mailed postage prepaid, and addressed to:
To Town:.
John E. Curtis ~.
Director of Parks and Public Works
Town of Los Gatos
P. O. Box 949
Los Gatos, CA 95030
Phone: (408) 399-5774
To Consultant:
Gary Kruger; Senior Associate
TJKM Transportation Consultant
5960 Inglewood Drive
Suite 100
Pleasanton, CA 94588-8535 •
Phone: (92S) 463-0611
or personally delivered to Consultant to such address or such .other address as Consultant
designates in writing to Town.
11. Ind~endent Contractor. It is understood that Consultant, in the performance of the work and
services agreed to be performed, shall act as and be an independent contractor and not an
agent or employee of Town. As an independent contractor he/she shall not obtain any rights
to retirement benefits or other benefits which accrue to Tawn employee(s). With prior written
consent, Consultant mayperform some obligations under this Agreement by subcontracting,
but may not delegate ultimate responsibility for performance or assign or transfer interests
under this Agreement.
Consultant agrees to testify in any litigation brought regarding the subject of the work to be
performed under this Agreement. Consultant shall be compensated for its cosh and expenses
in preparing for, traveling to, and testifying in such matters at its then current hourlyrates of
compensation, unless such litigation is brought by Consultant or is based on allegations of
Consultant's negligent.perforrnance or wrongdoing.
12. Conflict of Interest. Consultant understands that its professional responsibilities is solely to
Town. Consultant has and shall not obtain any holding or interest within Town of Los Gatos.
Consultant has no business holdings or agreements with any individual member of Staff or
.management of Town or its representatives nor shall it enter into any such holdings or
.agreements. In addition,.Consultant warrants that it does not presently and shall not acquire
any direct or indirect interest adverse to those of Town in the subject of this Agreement,. and
it shall immediately disassociate itself from such an interest should it discover it has done so
and shall, at Town's sole discretion, divest itself of such interest. Consultant shall not
• knowingly and shall take reasonable steps to ensure that it does not employ a person having
such an interest in. this. performance of this Agreement. If after employment of a person,
Consultant .discovers it has employed a person with a direct or indirect interest that would
conflict with its performance .of this Agreement, Consultant shall promptly notify Town of
• • this employment relationship, arid shall, at Town's sole :discretion, sever any such
employment relationship.
13. Equal Employment Opportunity. Consultantwazxan.tsthat it is anequal opportunity employer
and shall comply with .applicable regulations govezning equal employment opportunity.
Neither Consultant nor its subcontractors do and neither shall. discriminate against persons
employed or •seeking employment with them on the basis of age, sex, color, race, marital
• status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or
• medical condition, unless based upon a.bona fide occupational qualification pursuant to the
California Pair Employment & housing Act.
14. lnsurance.
A. Minit~~um 5cope.oflnsurance:
i. Consultant agrees to have and maintain, for the duration of the contract,
'General Liability insurance policies insuring him/her and his/her firm to an
amount not less than: one million dollars ($1,000,000) combined single limit
per occurrence for bodily injury, personal injury and property damage.
ii. Consultant agrees to have and maintain for the duration of the contract, an
AutomobileLiability insuraneepolicy ensuring him/her and his/her staffto an
amount not less than one million dollars ($1,000,000) combined single limit
per accident .for bodily injury and property damage.
iii. Consultant shall provide to Town all G,ertificates of insurance, with original
endorsements effecting coverage. Consultant agrees that all certificates and
endorsements axe to be received and approved by Town before work
commences.
iv. Consultant agrees to have •and maintain, far the duration •of the contract,
professional liability insurance in amounts not less than $1;000;000 which is
sufficient to insure Consultant for professional errors or omissions in the
performance of'the particular scope of work under this agreement.
B. General Liability:
Town, its officers, officials, employees and volunteers are to be covered as
insured as respects: liability arising out of activities performed by or on behalf
of Consultant; products and completed operations of Consultant, premises
owned or. used by Consultant. ,This requirement does not apply to the
professional liability insurance required forprofessional errors and omissions.
ii. Consultant's insurance coverage shall be primary insurance as respects Town,
• its officers, officials, employees and• •volunteers. Any insurance or
self-insurances maintained by Town, its officers, officials, employees or
• volunteers shall be excess of Consultant's insurance and shall not contribute
with it. •. . •
iii. • Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to Town, its officers, officials, employees or volunteers.
iv. Consultant's insurance.shall apply separatelyto each insured against whom a
claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
C. All Coverages:. Each insurance policy required in this item shall be endorsed to state
that coverage shall not be suspended, voided, canceled, reduced in coverage or in
limits except after thirty (30) days' prioz written notice by certified mail, return receipt
requested, has been given to Town, Current certification of such insurance shall be
,kept on.file at all times during the term of this agreement with Town Clerk.
D. In addition to these •policies, Consultant shall have and maintain Workers'
Compensation insurance as required by California law and shall provide evidence of
sue~;go~licy to Town before beginning services under this Agreement. Further,
Consultant shall ensure that all subcontractors employed by Consultant provide the
required Workers' Compensation insurance for their respective employees.
15. Indemnification, Consultant shall save, keep and hold harmless indemnify.and defend Town
its officers, agent, employees and-volunteers from all damages; liabilities, penalties, costs, or
expenses in law or equity that may at any time arise or be set up because .of damages to
property or personal injury received by reason of, or in the course ofperfomzing work which
may be occasioned by a willful or negligent act or omissions of Consultant, or any of
Consultant's officers, employees, or agents or any sub-consultant.
16. Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall
operate as a waiver of any other right or remedy that party may have hereunder, nor does
waiver of a breach or default under this Agreement constitute a continuing waiver of a
• subsequent breach of the same or any other provision of .this Agreement.
17. Goverriin~ Law, This Agreement, regardless of where .executed, shall be governed •by and
construed to the laws of the State of California. Venue_ for any action regarding this
Agreement shall be in the Superior or Municipal Court of the County of Santa Clara. :.
18. Termination of Agreement... Town and Consultant shall have the right to terminate this
agreement with or without cause by .giving not less than fi$een (15) days written notice of
termination. In the event of termination, Consultant shall deliver to Town all plans; files,
documents, reports, performed to date by Consultant. In the event of such termination, Town
shall pay Consultant an amount that bears the same ratio to the maximum contract price as
the work delivered to Tovvn bears to completed services contemplated under this Agreement
pursuant to thenoted Scope of Services and Exhibit A hereto, unless such termination is made
for cause, in which event, compensation, if any, shall be adjusted in light of the particular
facts and circumstances involved in such termination. -
19. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement
is effective unless •made in writing and signed by Town and Consultant.
20. Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall •be
. entitled~to reasonable attorney's fees, including costs of appeal. •
21. Entire Agreement. This Agreement, including Exhibits A and B, constitutes the complete and
exclusive statement ofthe Agreement between Town and Consultant. No terms, conditions,
understandings or agreements purporting to modify or vary this Agreement, unless hereafter
made in writing and signed by the party to be bound, shall be.binding on either party.
. ~ 1
1N WITNESS WHEREOF, Town and Consultant have executed this Agreement as of the date
indicated on page.oa~~,(-I).
Town of Las Gatos TJKM Transportation Consultants
~~
Debra J. ~' n Town Manager Principal
Town of Los Gatos TJKM Transpo ation Consult is
Recommended by:
i
~ h
d '` John E. Curtis
Director of Parks and Public Works
ATTEST:
Clerk of Town of Los Gatos,
Los Gatos, California
n~ ,~, n ~~
M a sgrove, Town Cle k
Approved as to Form:
. Orgy P. Korb, Town Attoiney
' '
• . _. EXHIBIT "A"
ON-CALL TRAFFIC CONSULTANT'S
SCOPE OF WORK
The traffic engineering professional consultant shall conduct independent evalua[iorr of
traffic issues and assist with ongoing projects. Work and projects may include traffic
impact and parking analysis for. private developments, traffic calming studies, preparation
of construction traffic handling plan, design of traffic calming plans, traffic safety
analysis, traffic counts and analysis, traffic signal design and timing coordination,
engineering design related to bicycles, pedestrians, street lighting, and parking, and other
aspects of traffic engineering. practices.
k
CLERK DEPART,I~IENT
AMENDMENT TO AGREEMENT AGR Q~ fJrYy
i11N
p~ ~~~aDS -CJ~2
This AMENDMENT TO AGREEMENT is entered into this day o ,
200_, by and between the Town of Los Gatos, State of California, herein ca e own, an
TJKM Transportation Consultants, herein called "[ConsultantlContrac~or .
RECITALS
A. Town and Consultant entered into an agreement to provide traffic engineering consultant
services in July 3, 2003 ("Agreement"), a copy of which is attached hereto as (Attachment
1) and incorporated herein by reference.
AMENDMENT
The Agreement is hereby amended to extend the agreement for a period of two more years
from July 1, 2005 through June 30, 2007.
2. All other terms~'and conditions of the~Agreerrzent of July 3, 2003 remain in full force and
effect.
IN WITNESS WHEREOF, the Town and Consultant have executed this second Agreement
to the Agreement as of the date indicated on page one (1).
Town of Los Gatos, by:
Debra J. Figone, Town M ager
Town of Los Gatos
Recommended by: _
~.. ~~
Jo Curtis ~ ~ .
Dir or of Parks and Public Works
Ey; TTKM Transportation Consultants
• 5960 Inglewood Drive -Suite 100
Pleasanton, CA 94588-8535
• (Signature)
}- .(Print Name)
Approved as to Form:
Orry P. Korb, T'o n Attorney
ATT~S
,.
M 1 a s er Admimstrator
"ATTACPIIvIENT 3
Transportation
Consultants
hate Schedule
Principal
Principal Associate
Senior Associate
Associate
Senior Engineer
Engineer
Contracts Director
Assistant Engineer
Assistant Planner
Senior Designer
Graphics Designer
Designer
Technical Staff
Technical Staff II
Administrative Staff
Production Staff
Re~mbulrsab~.e ]Expenses
$ 220/hour
200/hour
190/hour
160/hour
140/hour
13 0/hour
120/hour
115/hour
85/hour
100/hour
100/hour
85/hour
80/hour
3 5/hour
80/hour
55/hour
Plotting (per sheet)
Travel Cost (per mile) .
Each project may be subject to .initial set up and coordination fees.
All outside services axe billed at cost plus ten percent for handling.
Expe~~t witness charges available upon request.
$ 18.00
.55
Invoices are due and payable within 30 days. Invoices paid after 30 days will be subject to
separate billings of one and one-half percent per month of unpaid balance. Late charges are not
included in any agreement for maximum charges.
Effective September 1, 2006
Rates subject to change
ATTACHMENT 4