Item 11 - Approval of Consultant Agreements with Linscott, Law & Greenspan & Kimley-Horn & Associates for As-Needed Traffic Engineering Services, RFP 24-006

December 5, 2023, Item #11
DATE:

TO:

FROM:

CONTACT:

SUBJECT:

Summary:

AG EN:DA REPORT City of Poway
December 5, 2023
Honorable Mayor and Members of the City Council
Robert Manis, Director of Development Services M
Tracy Beach, P.E., City Engineer Th
(858) 668-4652 or [email protected]

CITY COUNCIL
Approval of Consultant Agreements with Linscott, Law & Greenspan, Engineers and Kimley-Horn & Associates, Inc., for As-Needed Traffic Engineering Services, RFP No. 24-006
The City's current consultant agreements for traffic engineering services expired on December 4, 2023, and new agreements are needed. After a competitive process to obtain as-needed traffic engineering services, City staff selected Linscott, Law & Greenspan, Engineers (LLG) and Kimley-Horn & Associates, Inc. (Kimley-Horn) as representing the best value to the City. Each agreement will be effective from December 6, 2023 through December 5, 2026 and each contains a provision to mutually extend the agreement with two extensions of one year each.

Recommended Action:

It is recommended the City Council approve the consultant agreements for as-needed traffic engineering services, RFP No. 24-006 to Linscott, Law & Greenspan, Engineers (Attachment A) and Kimley-Horn (Attachment B); and authorize the City Manager to execute the agreements and to exercise one or more options to extend either agreement for up to two additional one-year terms.

Discussion:

The Development Services Department uses a traffic engineering consultant for traffic engineering services. The consultant supports Development Services and Public Works staff with planning, organizing, supervising, and performing a variety of field and office professional traffic engineering duties, supervising, or performing technical studies and performing other related duties as needed.

The consultant also provides 24-hour, seven-day-a-week support in the event of a traffic-related emergency or need outside of normal business hours.

The current consultant agreements with Kimley-Horn and STC Traffic, Inc. terminated on December 4, 2023, with no extensions remaining. In September 2023, staff solicited proposals for as-needed traffic engineering services. Six proposals were received. Proposals were evaluated on the demonstrated understanding of the scope of services, qualifications and certifications of the firm and 1 of 38
December 5, 2023, Item #11
assigned staff, experience providing similar services, fee structure and references. After proposal review, City staff selected LLG and Kimley-Horn based on their qualifications, experience, and competitive hourly rates. LLG and Kimley-Horn provide similar traffic engineering services and have similar experience with providing these services to government agencies throughout San Diego County. Staff will continue to use Kimley-Horn for day-to-day traffic engineering needs due to their familiarity with Poway. When specific projects or studies are needed, staff will determine which firm to use on a case-by-case basis taking into consideration the scope of work, availability, area of expertise and cost of services.

Environmental Review:

This action to approve the consultant agreements is not a "Project" as defined under Section 15378 of the California Environmental Quality Act (CEQA) State Guidelines; therefore, pursuant to the CEQA State Guidelines Section 15060 (c)(3), no environmental review is r~quired.

Fiscal Impact:

Funds for the as-needed traffic engineering services are included in the Fiscal Year (FY) 2023-24 budget in Development Services (307040-17150) in the amount of $180,800 and in Public Works (430050- 17150) in the amount of $16,000.

Public Notification:

None.

Attachments:

A. Standard Agreement for Consultant Services with Linscott, Law & Greenspan, Engineers B. Standard Agreement for Consultant Services with Kimley-Horn & Associates, Inc.

Reviewed/Approved By:

Wendy@aserman
Assistant City Manager
2 of 38
Reviewed By:

Alan Fenstermacher
City Attorney
Approved By:

Chq~
City Manager
December 5, 2023, Item #11
City
of
Poway

STANDARD

AGREEMENT
FOR

SERVICES
This
Agreement,
entered
into
this
6 th
day
of
December,
2023,
by
and
between
the
CITY
OF
POWAY
(hereinafter
referred
to
as
"City")
and

LINSCOTT
, LAW
&

GREENSPAN,

ENGINEERS
(hereinafter
referred
to
as
"Consultant"). RECITALS

WHEREAS,
City
desires
to
obtain
the
services
of
a
private
consultant
to
perform
as
needed
traffic
engineering
services
including
planning,
organizing,
and
performing
a
variety
of
field
and
office
professional
traffic
engineering
duties,
supervising
and
performing
technical
studies,
and
performing
related
traffic
engineering
duties
as
required;

WHEREAS,
Consultant
is
a
traffic
engineering
consultant
and
has
represented
that
Consultant
possesses
the
necessary
qualifications
to
provide
such
services
; and

WHEREAS,
City
has
authorized
the
preparation
of
an
agreement
to
retain
the
services
of
Consultant
as
hereinafter
set
forth.

NOW,

THEREFORE,
IT
IS

MUTUALLY
AGREED
THAT
CITY
DOES
HEREBY
RETAIN

CONSULTANT
ON
THE

FOLLOWING
TERMS
AND
CONDITIONS:

1. Scope
of
Services.

Consultant
shall
provide
services
as
described
in
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof
.

2. Compensation
and
Reimbursement.

City
shall
compensate
and
reimburse
Consultant
as
provided
in
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof.

3. Term
of
Agreement.

The
term
of
this
Agreement
shall
be
as
described
on
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof.

4. Termination. This
Agreement
may
be
terminated
with
or
without
cause
by
City.

Termination
without
cause
shall
be
effective
only
upon
60-day
written
notice
to
Consultant.

During
said
60-
day
period
Consultant
shall
perform
all
consulting
services
in
accordance
with
this
Agreement.

This
Agreement
may
be
terminated
by
City
for
cause
in
the
event
of
a
material
breach
of
this
Agreement,
misrepresentation
by
Consultant
in
connection
with
the
formation
of
this
Agreement
or
the
performance
of
services,
or
the
failure
to
perform
services
as
directed
by
City
.

Termination
for
cause
shall
be
effected
by
delivery
of
written
notice
of
termination
to
Consultant.

Such
termination
shall
be
effective
upon
delivery
of
said
notice.
1 3
of
38 ATTACHMENT
A
December 5, 2023, Item #11

5. Confidential
Relationship.

City
may
from
time
to
time
communicate
to
Consultant
certain
information
to
enable
Consultant
to
effectively
perform
the
services.

Consultant
shall
treat
all
such
information
as
confidential,
whether
or
not
so
identified,
and
shall
not
disclose
any
part
thereof
without
the
prior
written
consent
of
the
City.

Consultant
shall
limit
the
use
and
circulation
of
such
information,
even
within
its
own
organization
, to
the
extent
necessary
to
perform
the
services.

The
foregoing
obligation
of
this
Paragraph
5,
however,
shall
not
apply
to
any
part
of
the
information
that
(i)
has
been
disclosed
in
publicly
available
sources
of
information;
(ii)
is,
through
no
fault
of
Consultant
, hereafter
disclosed
in
publicly
available
sources
of
information;
(iii)
is
now
in
the
possession
of
Consultant
without
any
obligation
of
confidentiality;
or
(iv)
has
been
or
is
hereafter
rightfully
disclosed
to
Consultant
by
a
third
party,
but
only
to
the
extent
that
the
use
or
disclosure
thereof
has
been
or
is
rightfully
authorized
by
that
third
party.

In
its
performance
hereunder,
Consultant
shall
comply
with
all
legal
obligations
it
may
now
or
hereafter
have
respecting
the
information
or
other
property
of
any
other
person,
firm
or
corporation.
•

6. Office
Space
and
Clerical
Support.

Consultant
shall
provide
its
own
office
space
and
clerical
support
at
its
sole
cost
and
expense
.

7. Covenant
Against
Contingent
Fees.

For
breach
of
violation
of
this
warranty
,
City
shall
have
the
right
to
annul
this
Agreement
without
liability
, or,
at
its
sole
discretion,
to
deduct
from
the
Agreement
price
or
consideration,
or
otherwise
recover
the
full
amount
of
such
fee,
commission,
percentage,
brokerage
fee,
gift
or
contingent
fee.

8. Ownership
of Documents.

All
memoranda,
reports,
plans,
specifications
,
maps
and
other
documents
prepared
or
obtained
under
the
terms
of
this
Agreement
shall
be
the
property
of
City
and
shall
be
delivered
to
City
by
Consultant
upon
demand
.

9. Conflict
of
Interest
and
Political
Reform
Act Obligations.

During
the term
of
this
Agreement
Consultant
shall
not
act
as
consultant
or
perform
services
of
any
kind
for
any
person
or
entity
whose
interests
conflict
in
any
way
with
those
of
the
City
of
Poway.

Consultant
shall
at
all
times
comply
with
the
terms
of
the
Political
Reform
Act
and
the
local
conflict
of
interest
code.

Consultant
shall
immediately
disqualify
itself
and
shall
not
use
its
official
position
to
influence
in
any
way
any
matter
coming
before
the
City
in
which
the
Consultant
has
a
financial
interest
as
defined
in
Government
Code
Section
87103
.

Consultant
represents
that
it
has
no
knowledge
of
any
financial
interests
which
would
require
it
to
disqualify
itself
from
any
matter
on
which
it might
perform
services
for
the
City.
2 4
of38
December 5, 2023, Item #11
"Consultant" means an individual who, pursuant to a contract with a state or local agency:
(A) Makes a governmental decision whether to:

1. Approve a rate, rule or regulation;

2. Adopt or enforce a law;

3. Issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement;

4. Authorize the City to enter into, modify, or renew a contract provided it is the type of contract that requires City approval;

5. Grant City approval to a contract that requires City approval and to which the City is a party, or to the specifications for such a contract;

6. Grant City approval to a plan, design, report, study, or similar item;

7. Adopt, or grant City approval of, policies, standards, or guidelines for the City, or for any subdivision thereof; or
(B) Serves in a staff capacity with the City and in that capacity participates in making a governmental decision as defined in the Political Reform Act and/or implementing regulations promulgated by the Fair Political Practices Commission, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City's Conflict of Interest Code.

DISCLOSURE DETERMINATION:

D 1. Consultant/Contractor will not be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above.

No disclosure required.

2. Consultant/Contractor will be "making a government decision" or "serving in a staff capacity" as defined in Sections A and B above. As a result, Consultant/Contractor shall be required to file a Statement of Economic Interest with the City Clerk of the City of Poway in a timely manner as required by law.

Robert J. Manis, Director of Development Services

10. No Assignments.

Neither any part nor all of this Agreement may be ~ssigned or subcontracted, except as otherwise specifically provided herein, or to which City, in its sole discretion, consents to in advance thereof in writing. Any assignment or subcontracting in violation of this provision shall be void.

11. Maintenance of Records.

Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the contract period and for three 5 of 38 3
December 5, 2023, Item #11
(3) years from the date of final payment under this Agreement, for inspection by City and copies thereof shall be furnished, if requested.

12. Independent Contractor.

At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of the City of Poway. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes such services.

13. Licenses, Permits, Etc.

Consultant represents and declares to City that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for Consultant to practice its profession.

14. Consultant's Insurance.

Consultant shall provide insurance as set forth in Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.

15. Indemnification.
(a) For Claims (as defined herein) other than those alleged to arise from Consultant's negligent performance of professional services, City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "lndemnitees") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, protect and hold harmless lndemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses, including reasonable attorneys' fees and disbursements (collectively "Claims"), which lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of Consultant's negligent performance under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees. (b) For Claims alleged to arise from Consultant's negligent performance of professional services, lndemnitees shall have no liability to Consultant or any other person for, and Consultant shall indemnify and hold harmless lndemnitees from and against, any and all Claims that lndemnitees may suffer or incur or to which lndemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise to the extent occurring as a result of Consultant's negligent performance of any professional services under this Agreement, or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, sub-consultants or employees, committed in performing any of professional services under this Agreement. For Claims alleged to arise from Consultant's professional services, Consultant's defense obligation to lndemnitees shall include only the reimbursement of reasonable defense costs and attorneys' fees to the extent caused by Consultant's negligence.
4 6 of 38
December 5, 2023, Item #11
(c) The foregoing obligations of Consultant shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Consultant, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant under worker's compensation acts, disability benefit acts or other employee benefit acts. (e) Consultant shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Consultant is carrying and maintaining; however, if Consultant fails to take such action as is necessary to make a claim under any such insurance policy, Consultant shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Consultant under any insurance policy or policies required pursuant to this Agreement. (f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section 15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement.

16. Assumption of Risk.

Except for injuries to persons caused by the willful misconduct of any lndemnitee and not covered by insurance maintained, or required by this Agreement to be maintained, by Consultant: (a) Consultant hereby assumes the risk of any and all injury and damage to the personnel (including death) and property of Consultant that occurs in the course of, or in connection with, the performance of Consultant's obligations under this Agreement, including but not limited to Consultant's Scope of Services; and (b) it is hereby agreed that the lndemnitees are not to be liable for injury or damage which may be sustained by the person, goods or property of Consultant or its employees in connection with Consultant's performance its obligations under this Agreement, including but not limited to Consultant's Scope of Services.

17. Consultant Not an Agent.

Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent.

Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

18. Personnel.

Consultant shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects.

City shall have the unrestricted right to order the removal of any person(s) assigned by Consultant by giving oral or written notice to Consultant to such effect. 5 7 of 38
December 5, 2023, Item #11
Consultant's
personnel
shall
at
all
times
comply
with
City's
drug
and
alcohol
policies
then
in
effect.

19. Notices. Notices
shall
be
given
as
described
on
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof.

20. Governing
Law,
Forum
Selection
and
Attorneys'
Fees.

This
Agreement
shall
be
governed
by,
and
construed
in
accordance
with,
the
laws
of
the
State
of
California
.

Each
party
to
this
Agreement
consents
to
personal
jurisdiction
in
San
Diego
County,
California,
and
hereby
authorizes
and
accepts
service
of
process
sufficient
for
personal
jurisdiction
by
first
class
mail,
registered
or
certified,
postage
prepaid,
to
its
address
for
giving
notice
as
set
forth
in
Exhibit
"A"
hereto
.

Any
action
to
enforce
or
interpret
the
terms
or
conditions
of
this
Agreement
shall
be
brought
in
the
Superior
Court
in
San
Diego
County,
Central
Division,
unless
the
parties
mutually
agree
to
submit
their
dispute
to
arbitration.

Consultant
hereby
waives
any
right
to
remove
any
such
action
from
San
Diego
County
as
is
otherwise
permitted
by
California
Code
of
Civil
Procedure
section
394.

The
prevailing
party
in
any
such
action
or
proceeding
shall
be
entitled
to
recover
all
of
its
reasonable
litigation
expenses,
including
its
expert
fees,
attorneys'
fees,
courts
costs,
arbitration
costs,
and
any
other
fees.

Notwithstanding
the
foregoing,
in
the
event
that
the
subject
of
such
an
action
is
compensation
claimed
by
Consultant
in
the
event
of
termination,
Consultant's
damages
shall
be
limited
to
compensation
for
the
60-day
period
for
which
Consultant
would
have
been
entitled
to
receive
compensation
if terminated
without
cause,
and
neither
party
shall
be
entitled
to
recover
their
litigation
expenses.

21. Gender. Whether
referred
to
in
the
masculine,
feminine,
or
as
"it,"
"Consultant"
shall
mean
the
individual
or
corporate
consultant
and
any
and
all
employees
of
consultant
providing
services
hereunder. 22.

Counterparts. This
Agreement
(and
any
amendments)
may
be
executed
in
multiple
counterparts,
each
of
which
shall
be
deemed
an
original,
but
all
of
which,
together,
shall
constitute
one
and
the
same
instrument.

Documents
delivered
by
telephonic
facsimile
transmission
shall
be
valid
and
binding
.

23. Entire
Agreement.

This
Agreement
shall
constitute
the
entire
understanding
between
Consultant
and
City
relating
to
the
terms
and
conditions
of
the
services
to
be
performed
by
Consultant.

No
agreements,
representations
or
promises
made
by
either
party,
whether
oral
or
in
writing,
shall
be
of
any
force
or
effect
unless
it
is
in
writing
and
executed
by
the
party
to
be
bound
thereby
.

24. Certification
and
Indemnification
Regarding Public
Employees'
Retirement
Law/Pension
Reform
Act
of
2013.

Contractor
hereby
certifies
that
all
persons
providing
services
to
City
by
Contractor
are
not
current
members
of
the
California
Public
Employees'
Retirement
System
(Cal
PERS)
and
shall
not
become
members
of
Cal
PERS
while
providing
services
to
City.
6 8
of
38 December 5, 2023, Item #11
Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522~56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified.

25. Severability.

If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision shall, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid such invalidity, illegality, or unenforceability or, if that is not possible, such provision shall, to the extent of such invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect.
(Remainder of page intentionally left blank)
7 9 of 38
December 5, 2023, Item #11
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.

CITY OF POWAY
By:-----------
Chris Hazeltine, City Manager
Date: ------------
ATTEST:

Carrie Gallagher, CMC, City Clerk
APPROVED AS TO FORM:

By:------------
Alan Fenstermacher, City Attorney
10 of 38 8

LINSCOTT, LAW & GREENSPAN,

ENGINEERS
By: ___________ _
K.C. Yellapu, Principal
Date: ___________ _
December 5, 2023, Item #11
"SPECIAL PROVISIONS"
EXHIBIT "A"
A. Scope of Services.

Consultant agrees to perform consulting services as required by City, which shall consist of the as-needed, on-call, traffic engineering services which shall include, but not be limited to, the following:

Operation:

Develop traffic signal timing plans and manage signal coordination timing plans. • Manage the City's signal system program.
• Provide technical support for signal and lighting maintenance. • Evaluate intersection capacity and Level of Service for operation improvements. • Manage and Coordinate with SANDAG on the 1-15 ICM program.

Coordinate with SANDAG on the Regional Arterial Management System (RAMS) program.

Manage the City's traffic volume data.

Manage the City's Crossroad Collision program.
• Manage the City Engineering and Traffic Survey.
• Coordinate with the Sheriffs Department on traffic issues, including speed requirements.

Coordinate with the School District on school zone traffic management. • Investigate and respond to public requests related to signal operation and timing.

Investigate and respond to public requests for neighborhood traffic calming measures.

Investigate and respond to public requests for traffic control devices.

Investigate and provide recommendations regarding sight distance.

Provide technical support to the City's attorneys in litigation cases involving traffic safety issues.

Assist in preparation of reports for and attend Traffic Safety Committee meetings.

Attend regular meetings with City Engineer and staff and be available on-site at City Hall on an as-needed basis.

Prepare work orders for signing, striping, and traffic signal changes including diagrams to clarify the work that must be performed.

Planning:

Review and provide recommendations related to the Transportation Master Element. • Review private development traffic impact analysis.

Collect and analyze data needed for grant applications. Prepare State and/or Federal grant applications as they relate to highway safety improvements.

Design:
11 of 38
Provide technical support, prepare plan sheets, and stamp design plans as Engineer of Record for traffic signal or signing and striping modifications.

Review and approve temporary traffic control plans.

Provide plan review of private development roadway designs.

Provide plan review of Capital Improvement roadway designs.

Provide plan review of signal, signing, and striping improvement plans.

Provide plan review of street lighting improvement plans. 1 December 5, 2023, Item #11
Staffing:

Consultant must clearly identify a traffic engineer and other key personnel that will be assigned to provide services to the City, including back-up personnel. The removal or replacement of staff members assigned to the City will not occur without 30-day prior written notice to City and written concurrence by the City.

Required Licenses and Certificates:

Staff member(s) assigned to provide traffic engineering services to the City of Poway must possess valid certification as professional engineer (civil and traffic) issued by the State of California Board of Registration for Civil and Professional Engineers.

On-Call Services:

Consultant must provide 24-hour/7 day per week support in the event of a traffic related emergency or should a need arise outside of normal business hours.

B. Compensation and Reimbursement.

City shall pay Consultant a fee in accordance with the Fee Schedule submitted with the proposals dated October 5, 2023, which are included in this document as Attachment 1.

Consultant's fee shall include and Consultant shall be responsible for the payment of all federal, state, and local taxes of any kind which are attributable to the compensation received.

In addition to said consulting fee,· Consultant shall be reimbursed for all reasonable expenses, including lodging, telephone, and travel (air, auto, rail) necessarily incurred in performance of the services. Consultant shall bill City for such expenses as incurred, referencing this Agreement. All expenses shall be itemized and supported by receipts for amounts in excess of Twenty-Five Dollars ($25.00). Statements for reimbursement of expenses shall be paid within ten (10) days of approval by City. All air travel shall be billed at coach or special fare rates. Reimbursement for lodging is limited to travel from outside of San Diego County. Consultant shall receive prior authorization for air travel and lodging expenses. All other expenses shall be reimbursed in accordance with City's cash disbursement policies in effect at the time incurred.

C. Term of Agreement.

This Agreement shall be effective from the period commencing December 6, 2023, and ending December 5, 2026, unless sooner terminated by City as provided in the section of this Agreement entitled "Termination." This Agreement may be extended for up to two additional one-year periods upon approval in writing of the City Manager and Consultant. Upon expiration or termination of this Agreement, Consultant shall return to City any and all equipment, documents or materials and all copies made thereof which Consultant received from City or produced for City for the purposes of this Agreement.

D. Consultant's Insurance.

1. Coverages:

Consultant shall obtain and maintain during the life of this Agreement all of the following insurance coverages:
2 12 of 38
December 5, 2023, Item #11
(a)
Comprehensive
General
Liability.
including
premises-operations,
products/completed,
broad
form
property
damage,
and
blanket
contractual
liability
with
the
following
coverages:

General
Liability
$1,000,000
Bodily
Injury
and
Property
Damage
combined
each
occurrence
and
$2,000,000
aggregate.
(b)
Automobile
Liability,
including
owned,
hired,
and
non-owned
vehicles
: $1,000,000
combined
single
limit.
(c)
Consultant
shall
obtain
and
maintain,
during
the
life
of
the
Agreement,
a
policy
of
Professional
Errors
and
Omissions
Liability
Insurance
with
policy
limits
of
not
less
than
$1,000,000
combined
single
limits,
per
claim
and
annual
aggregate
.
(d)
Workers'
Compensation
insurance
in
statutory
amount.

All
of
the
endorsements
which
are
required
above
shall
be
obtained
for
the
policy
of
Workers'
Compensation
insurance. 2.

Endorsements: • Endorsements
shall
be
obtained
so
that
each
policy
contains
the
following
three
provisions
:
(a)
Additional
Insured.
(Not
required
for
Professional
Errors
and
Omissions
Liability
Insurance
or
Workers'
Compensation.)
"City
of
Poway
and
its
elected
and
appointed
boards,
officers,
agents,
and
employees
are
additional
insureds
with
respect
to
this
subject
project
and
contract
with
City."
(b)
Notice.
"Said
policy
shall
not
terminate,
nor
shall
it
be
canceled,
until
thirty
(30)
days
after
written
notice
is
given
to
City."
(c)
Primary
Coverage
.
"The
policy
provides
primary
coverage
to
City
and
its
elected
and
appointed
boards,
officers,
agents,
and
employees.

It
is
not
secondary
or
in
any
way
subordinate
to
any
other
insurance
or
coverage
maintained
by
City."

3. Insurance
Certificates:

Consultant
shall
provide
City
certificates
of
insurance
showing
the
insurance
coverages
described
in
the
paragraphs
above,
in
a
form
and
content
approved
by
City,
prior
to
beginning
work
under
this
Agreement.

Notices. All
notices,
billings
and
payments
hereunder
shall
be
in
writing
and
sent
to
the
following
addresses
:

To
City
:
13 of
38 3
City
of
Poway
-
Development
Services
13325
Civic
Center
Drive
Poway,
CA
92064
December 5, 2023, Item #11
To
Consultant:
14 of
38 4
Linscott
Law
&
Greenspan
Engineers
4542
Ruffner
Street
Suite
100
San
Diego,
CA
92111
December 5, 2023, Item #11
Attachment 1

FEE SCHEDULE
'JTIIE
Principals
Principal Engineer .................................................................................... $ Associate Principal Engineer ................................................................... $ Planning/Design Manager ........................................................................ $ Transportation Engineers
Senior Transportation Engineer ............................................................... $ Transportation Engineer III ...................................................................... $ Transportation Engineer II ....................................................................... $ Transp0liation Engineer I ........................................................................ $ Transportation Planners
Senior Transportation Planner ................................................................. $ Transp0 liation Planner III ........................................................................ $ Transportation Planner II ......................................................................... $ Transportation Planner I .......................................................................... $ Signal System Specialist
Senior Signal System Specialist. .............................................................. $ Signal System Specialist ill ..................................................................... $ Signal System Specialist II ...................................................................... $ Signal System Specialist I.. ...................................................................... $ Technical Support
Engineering Associate II .......................................................................... $ Engineering Associate I ........................................................................... $ Engineering Computer Analyst II ............................................................ $ Engineering Computer Analyst I ............................................................. $ Senior CADD Drafter .............................................................................. $ CADD Drafter III ..................................................................................... $ CADD Drafter II ...................................................................................... $ CADD Drafter I ....................................................................................... $ Senior Engineering Technician ................................................................ $ Engineering Technician II ........................................................................ $ Engineering Technician I ......................................................................... $ Word Processor/Secretary ........................................................................ $ Engineering Aide I ................................................................................... $ 15 of 38

PERHOUR
225.00
195.00
242.00
163.00
144.00
122.00
105.00
144.00
122.00
105.00

93.00 205.00
175.00
149.00
133.00
104.00
100.00

99.00 78.00
100.00

93.00 82.00

71.00 100.00

93.00 71.00

66.00 50.00

LINSCOTT
IAW &

GREENSPAN
engineers
Engineers & Planners
Traffic
Transportation
Parking
Linscott. Law &
Greenspan, Engineers
4542 Ruffner Street
Suite 100
San Diego, CA 92111
858.300.8800 T
www.llgengineers.com
Pasadena
Irvine
San Diego
December 5, 2023, Item #11
Labor Category
Labor Category 1
Labor Category 2
Labor Category 3
Labor Category 4
Labor Category 5
Labor Category 6
Labor Category 7
Labor Category 8
Labor Category 9
Labor Category io
Labor Category 11
Labor Category 12
Labor Category 13
Labor Category 14
Labor Category 15
Labor Category 16
Labor Category 17
Alta Planning + Design
2023 -2025 Billing Rates
2023 Rate 2024 Rate 2025 Rate General Classifications
$380 $407 $435 Executive Principal
$350 $375 $401 Executive Principal
$320 $342 $366 Principal, Executive Principal
$290 $310 $332 Principal, Executive Principal
$270 $289 $309 Sr. Associate, Principal, Executive Principal $250 $268 $286 Sr. Associate, Principal
$230 $246 $263 Leader, Sr. Associate, Principal
$210 $225 $240 Associate II, Sr. Associate, Director, Principal $195 $209 $223 Associate I, Associate II, Sr. Associate $180 $193 $206 Level Ill, Associate I, Associate II, Sr. Associate $165 $1n $189 Level Ill, Associate ~ Associate II
$150 $161 $172 Level Ill, Associate ~ Associate II
$140 $150 $160 Level II, Level Ill, Associate I
$130 $139 $149 Level I, Level II, Level Ill
$120 $128 $137 Level ~ Level II, Level Ill
$110 $118 $126 Administration
$90 $96 $103 Intern
Rates are presented i1 US Dollars (US$) and are subject to change at any time.

Mileage will be charged at the provisional standard rate.

Alie m~NG+ DESIGN. INC. 7
December 5, 2023, Item #11
SWARCO McCain ITS Solutions & Services
Classification Hourly Rate Hourly Rate Hourly Rate Hourly Rate (Year 1) (Year 2) (Year 3) (Year 4)
Project Manager $135.00 $138.00 $141.00 $144.00
Sr. Project Manager $165.00 $169.00 $173.00 $177.00
Sr. Integration Manager $185.00 $189.00 $193.00 $197.00 ITS Engineer $165.00 $169.00 $173.00 $177.00
Sr. ITS Engineer $185.00 $189.00 $193.00 $197.00
Field Technician $155.00 $158.00 $161.00 $164.00
Sr. Field Technician $185.00 $189.00 $193.00 $197.00
Sr. Systems Engineer $220.00 $225.00 $230.00 $235.00
17 of 38
December 5, 2023, Item #11
<;J♦,\N'I'
:\IA?\,\( ;1.:-.1 E.:-;T
Grant Management Associates 2023 Cost Proposal
GMA proposes the following pricing options:

Options
1 Needs Assessment/Matrix
2 Flat fee per Grant Option

3. Monthly Retainer Option

4. Hourly Rate Option

5. Grant Development Training Program
Price Not to Exceed
$3,900 per department
$22,000 per grant up to 45 pages
$8,100 per month up to 40 hours
$210 per hour
$3,200 per day (8-hours) / lO
students
Needs Assessment/Funding Matrix Option. The needs assessment option offers a comprehensive assessment of fundable activities and aligns them with possible funding opportunities. The client is delivered a comprehensive Funding Matrix as a part of the effort.

Monthly Retainer Option. The monthly retainer option is proposed for a) grant management services and b) comprehensive proposal development services for up to two (2) new grants per quarter and up to four (4) roll-over grants that may include coordination of multi-agency or multi-jurisdictional grant applicants. The proposal development services suggested here can be modified to meet current grant development needs as determined at the time of contract negotiation. The monthly retainer option is for services up to 40 man-hours per month.

Additional man-hours will be priced at $210 each. Grant Management Services includes accounting, monitoring, compliance, and reporting activities for all grants from all funders received by the client and providing monthly reports on all Grant Management Activities.

Per Grant Option. A Per Grant Option is provided above at not to exceed $22,000 per grant. This option is limited to grant proposals of up to 45 pages (total). Proposals exceeding 45 pages will be charged at GMA's hourly rate, and a written estimate of work will be provided by GMA for the client's approval to proceed.

Hourly Rate Option. The hourly rate option is our most common approach to pricing our grant writing services because so much of the service scope cannot be known at this stage of our relationship. For example, we cannot predict at this point whether we will be pursuing 5 easy (or short) grants, 10 medium grants or 20 difficult (or long) grants il the next year on the client's behalf. The hourly rate option allows the client to pay GMA a fee to be determined on an as-needed basis for work relating to additional individual proposal projects or for support of Page lof 2
18 of 38
December 5, 2023, Item #11
departmental proposal development, staff development or funding opportunity monitoring and research. The cost of each project will be determined by GMA h advance and approved ~ the client prior to the commencement of any work. Project costs will vary depending upon the degree of complexity, quality of existing material available, amount of original research work needed, amount of collaborative/partnership development required, and other factors. Prior to commencing any work on an individual project proposal, GMA and the client shall execute a written memorandum specifying the specific work to be performed by GMA, the number of hours, the billing rate, and a specific not-to-exceed amount for the project.

Grant Development Training Program Option. GMA offers an introductory one-day grant development training program for up to 10 students for a package price of $3,200 per day, which covers all costs and materials. This training program has been utilized with many GMA clients and proven highly effective at engaging staff to participate effectively il the grant development process.

Software Options. GMA additionally proposes the client's optional purchase of one or more third-party monthly grant locator services, such as eCivis, GrantFinder, and the Foundation Directory.

Page 2 of 2 ends

19 of 38
December 5, 2023, Item #11
EXHIBIT "B"
Cal Gov Code§ 7522.56
Deering's California Codes are current through all 1016 chapters of the 2018 Regular Session and the November 6, 2018 Ballot Measures.

Deering's California Codes Annotated> GOVERNMENT CODE> Title 1 General> Division 7 Miscellaneous > Chapter 21 Public Pension and Retirement Plans > Article 4 California Public Employees' Pension Reform Act of 2013
§ 7522.56. Provisions applicable to person receiving pension benefit from public retirement system; Section supersedes conflicting provisions (a)This section shall apply to any person who is receiving a pension benefit from a public retirement system and shall supersede any other provision in conflict with this section. (b) A retired person shall not serve, be employed by, or be employed through a contract directly by, a public employer in the same public retirement system from which the retiree receives the benefit without reinstatement from retirement, except as permitted by this section.
(c) A person who retires from a public employer may serve without reinstatement from retirement or loss or interruption of benefits provided by the retirement system upon appointment by the appointing power of a public employer either during an emergency to prevent stoppage of public business or because the retired person has skills needed to perform work of limited duration.
( d)Appointments of the person authorized under this section shall not exceed a total for all employers in that public retirement system of 960 hours or other equivalent limit, in a calendar or fiscal year, depending on the administrator of the system. The rate of pay for the employment shall not be less than the minimum, nor exceed the maximum, paid by the employer to other employees performing comparable duties, divided by 173.333 to equal an hourly rate. A retired person whose employment without reinstatement is authorized by this section shall acquire no service credit or retirement rights under this section with respect to the employment unless he or she reinstates from retirement. (e)
20 of 38
(l)Notwithstanding subdivision (c), any retired person shall not be eligible to serve or be employed by a public employer if, during the 12-month period prior to an appointment described in this section, the retired person received any unemployment insurance compensation arising out of prior employment subject to this section with 1 December 5, 2023, Item #11
Cal Gov Code § 7522.56
a public employer. A retiree shall certify in writing to the employer upon accepting an offer of employment that he or she is in compliance with this requirement. (2)A retired person who accepts an appointment after receiving unemployment insurance compensation as described in this subdivision shall terminate that employment on the last day of the current pay period and shall not be eligible for reappointment subject to this section for a period of 12 months following the last day of employment.
(f)A retired person shall not be eligible to be employed pursuant to this section for a period of 180 days following the date of retirement unless he or she meets one of the following conditions:
21 of 38
(l)The employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and the appointment has been approved by the governing body of the employer in a public meeting. The appointment may not be placed on a consent calendar. (2)
(A)Except as otherwise provided in this paragraph, for state employees, the state employer certifies the nature of the employment and that the appointment is necessary to fill a critically needed state employment position before 180 days have passed and the appointment has been approved by the Department of Human Resources. The department may establish a process to delegate appointing authority to individual state agencies, but shall audit the process to determine if abuses of the system occur. If necessary, the department may assume an agency's appointing authority for retired workers and may charge the department an appropriate amount for administering that authority. (B)For legislative employees, the Senate Committee on Rules or the Assembly Rules Committee certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar.
(C)For employees of the California State University, the Trustees of the California State University certifies the nature of the employment and that the appointment is necessary to fill a critically needed position before 180 days have passed and approves the appointment in a public meeting. The appointment may not be placed on a consent calendar.
(3)The retiree is eligible to participate in the Faculty Early Retirement Program pursuant to a collective bargaining agreement with the California State University that existed prior to January 1, 2013, or has been included in subsequent agreements.
2 December 5, 2023, Item #11
Cal Gov Code § 7522.56
(4)The retiree is a public safety officer or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter. (g)A retired person who accepted a retirement incentive upon retirement shall not be eligible to be employed pursuant to this section for a period of 180 days following the date ofretirement and subdivision (f) shall not apply.
(h)This section shall not apply to a person who is retired from the State Teachers' Retirement System, and who is subject to Section 24214, 24214.5 or 26812 of the Education Code.
(i)This section shall not apply to (1) a subordinate judicial officer whose position, upon retirement, is converted to a judgeship pursuant to Section 69615, and he or she returns to work in the converted position, and the employer is a trial court, or (2) a retiree of the Judges' Retirement System or the Judges' Retirement System II who is assigned to .serve in a court pursuant to Section 68543.5.

History
Added Stats 2012 ch 296 § 15 (AB 340), effective January 1, 2013. Amended Stats 2013 .ch 528 § 11 (SB 13), effective October 4, 2013 (ch 528 prevails); ch 76 § 75 (AB 383), effective January 1, 2013; Stats 2014 ch 238 § 1 (AB 2476), effective January 1, 2015.

Annotations
Notes
Amendments:

Note--
Amendments:
2013 Amendment:

Substituted (1) "have passed" for "has passed" in the first sentence of subds (f)(l) and (f)(2); (2) "or firefighter hired to perform a function or functions regularly performed by a public safety officer or firefighter" for "of firefighter" in subd (f)(4); and (3) "Judges' Retirement System" for "Judges' Retirement System I" in subd (i).
22 of 38 3
December 5, 2023, Item #11
City
of
Poway
ST
ANDA
.RD

AGREEMENT
FOR

SERVICES
This
Agreement
, entered
into
this
6 th
day
of
December,
2023,
by
and
between
the
CITY
OF
POWAY
(hereinafter
referred
to
as
"City")
and

KIMLEY-HORN
&

ASSOCIATES,
I NC.
(hereinafter
referred
to
as
"Consultant")
.

RECITALS

WHEREAS
, City
desires
to
obtain
the
services
of
a
private
consultant
to
perform
as
needed
traffic
engineering
services
including
planning,
organizing,
and
performing
a
variety
of
field
and
office
professional
traffic
engineering
duties,
supervising
and
performing
technical
studies,
and
performing
related
traffic
engineering
duties
as
required
;

WHEREAS
,
Consultant
is
a
traffic
engineering
consultant
and
has
represented
that
Consultant
possesses
the
necessary
qualifications
to
provide
such
services
; and

WHEREAS
, City
has
authorized
the
preparation
of
an
agreement
to
retain
the
services
of
Consultant
as
hereinafter
set
forth
.

NOW,

THEREFORE,
IT
IS

MUTUALLY
AGREED
THAT
CITY
DOES
HEREBY
RETAIN
CONSUL
TANT
ON
THE

FOLLOWING
TERMS
AND
CONDITIONS:

1. Scope
of
Services.

Consultant
shall
provide
services
as
described
in
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof
.

2. Compensation
and
Reimbursement.

City
shall
compensate
and
reimburse
Consultant
as
provided
in
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof
.

3. Term
of
Agreement.

The
term
of
this
Agreement
shall
be
as
described
on
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof
.

4. Termination. This
Agreement
may
be
terminated
with
or
without
cause
by
City.

Termination
without
cause
shall
be
effective
only
upon
60-day
written
notice
to
Consultant.

During
said
60-
day
period
Consultant
shall
perform
all
consulting
services
in
accordance
with
this
Agreement.

This
Agreement
may
be
terminated
by
City
for
cause
in
the
event
of
a
material
breach
of
this
Agreement
, misrepresentation
by
Consultant
in
connection
with
the
formation
of
this
Agreement
or
the
performance
of
services,
or
the
failure
to
perform
services
as
directed
by
City
.

Termination
for
cause
shall
be
effected
by
delivery
of
written
notice
of
termination
to
Consultant.

Such
termination
shall
be
effective
upon
delivery
of
said
notice.
1 23
of
38 ATTACHMENT
B
December 5, 2023, Item #11

5. Confidential Relationship.

City may from time to time communicate to Consultant certain information to enable Consultant to effectively perform the services. Consultant shall treat all such information as confidential, whether or not so identified, and shall not disclose any part thereof without the prior written consent of the City. Consultant shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services.

The foregoing obligation of this Paragraph 5, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of Consultant, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of Consultant without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to Consultant by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party.

Consultant shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this contract without the prior written consent of the City. In its performance hereunder, Consultant shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation.

6. Office Space and Clerical Support.

Consultant shall provide its own office space and clerical support at its sole cost and expense.

7. Covenant Against Contingent Fees.

Consultant declares that it has not employed or retained any company or person, other than a bona fide employee working for Consultant, to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of the Agreement. For breach of violation of this warranty, City shall have the right to annul this Agreement without liability, or, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

8. Ownership of Documents.

All memoranda, reports, plans, specifications, maps and other documents prepared or obtained under the terms of this Agreement shall be the property of City and shall be delivered to City by Consultant upon demand.

9. Conflict of Interest and Political Reform Act Obligations.

During the term of this Agreement Consultant shall not act as consultant or perform services of any kind for any person or entity whose interests conflict in any way with those of the City of Poway. Consultant shall at all times comply with the terms of the Political Reform Act and the local conflict of interest code. Consultant shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the City in which the Consultant has a financial interest as defined in Government Code Section 87103.

Consultant represents that it has no knowledge of any financial interests which would require it to disqualify itself from any matter on which it might perform services for the City. 24 of 38 2
December 5, 2023, Item #11
"Consultant"
means
an
individual
who,
pursuant
to
a
contract
with
a
state
or
local
agency:
(A)
Makes
a
governmental
decision
whether
to:

1. Approve
a
rate,
rule
or
regulation;

2. Adopt
or
enforce
a
law
;

3. Issue,
deny,
suspend,
or
revoke
any
permit,
license,
application,
certificate,
approval,
order,
or
similar
authorization
or
entitlement
;

4. Authorize
the
City
to
enter
into
,
modify,
or
renew
a
contract
provided
it is
the
type
of
contract
that
requires
City
approval;

5. Grant
City
approval
to
a
contract
that
requires
City
approval
and
to
which
the
City
is
a
party,
or
to
the
specifications
for
such
a
contract;

6. Grant
City
approval
to
a
plan,
design,
report
, study,
or
similar
item;

7. Adopt,
or
grant
City
approval
of,
policies,
standards,
or
guidelines
for
the
City,
or
for
any
subdivision
thereof;
or
(B)
Serves
in
a
staff
capacity
with
the
City
and
in
that
capacity
participates
in
making
a
governmental
decision
as
defined
in
the
Political
Reform
Act
and/or
implementing
regulations
promulgated
by
the
Fair
Political
Practices
Commission,
or
performs
the
same
or
substantially
all
the
same
duties
for
the
City
that
would
otherwise
be
performed
by
an
individual
holding
a
position
specified
in
the
City's
Conflict
of
Interest Code.

DISCLOSURE
DETERMINATION:

1. Consultant/Contractor
will
not
be
"making
a
government
decision"
or
"serving
in
a
staff
capacity"
as
defined
in
Sections
A
and
B
above
.

No
disclosure
required
.

2. Consultant/Contractor
will
be
"making
a
government
decision"
or
"serving
in
a
staff
capacity"
as
defined
in
Sections
A
and
B
above.

As
a
result,
Consultant/Contractor
shall
be
required
to
file
a
Statement
of
Economic
Interest
with
the
City
Clerk
of
the
City
of
Poway
in
a timely
manner
as
required
by
law
.

Robert
J. Manis
, Director
of
Development
Services

10. No
Assignments.

Neither
any
part
nor
all
of
this
Agreement
may
be
assigned
or
subcontracted,
except
as
otherwise
specifically
provided
herein
, or
to
which
City,
in
its
sole
discretion,
consents
to
in
advance
thereof
in
writing
.

Any
assignment
or
subcontracting
in
violation
of
this
provision
shall
be
void. 11
.

Maintenance
of
Records.

Consultant
shall
maintain
all
books
, documents,
papers,
employee time
sheets,
accounting
records,
and
other
evidence
pertaining
to
costs
incurred
and
shall
make
such
materials
available
at
its
office
at
all
reasonable
times
during
the
contract
period
and
for
three
25 of
38 3
December 5, 2023, Item #11
(3)
years
from
the
date
of
final
payment
under
this
Agreement
, for
inspection
by
City
and
copies
thereof
shall
be
furnished,
if requested
.

12. Independent
Contractor.

At
all
times
during
the term
of
this
Agreement,
Consultant
shall
be
an
independent
contractor
and
shall
not
be
an
employee
of
the
City
of
Poway
.

City
shall
have
the
right
to
control
Consultant
only
insofar
as
the
results
of
Consultant's
services
rendered
pursuant
to
this
Agreement
;
however
,
City
shall
not
have
the
right
to
control
the
means
by
which
Consultant
accomplishes
such
services
.

13. Licenses,
Permits,
Etc.

Consultant
represents
and
declares
to
City
that
it
has
all
licenses,
permits,
qualifications,
and
approvals
of
whatever
nature
that
are
legally
required
to
practice
its
profession
.

Consultant
represents
and
warrants
to
City
that
Consultant
shall,
at
its
sole
cost
and
expense,
keep
in
effect
at
all
times
during
the term
of
this
Agreement
, any
license
, permit
,
or
approval
which
is
legally
required
for
Consultant
to
practice
its
profession
.

14. Consultant's
Insurance.

Consultant
shall
provide
insurance
as
set
forth
in
Exhibit
"A"
entitled
"Special
Provisions"
attached
hereto
and
made
a
part
hereof.

For
Claims
alleged
to
arise
from
Consultant's
professional
services,
Consultant's
defense
obligation
to
lndemnitees
shall
include
only
the
reimbursement
of
reasonable
defense
costs
and
attorneys'
fees
to
the
extent
caused
by
Consultant's
negligence
.
26 of
38 4
December 5, 2023, Item #11
(c) The foregoing obligations of Consultant shall not apply to the extent that the Claims arise from the sole negligence or willful misconduct of City or its elected and appointed boards, officials, officers, agents, employees and volunteers. (d) In any and all Claims against City by any employees of the Consultant, anyone directly or indirectly employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 15 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Consultant under worker's compensation acts, disability benefit acts or other employee benefit acts. (e) Consultant shall, upon receipt of written notice of any Claim, promptly take all action necessary to make a claim under any applicable insurance policy or policies Consultant is carrying and maintaining; however, if Consultant fails to take such action as is necessary to make a claim under any such insurance policy, Consultant shall reimburse City for any and all costs, charges, expenses, damages and liabilities incurred by City in making any claim on behalf of Consultant under any insurance policy or policies required pursuant to this Agreement. (f) The obligations described in Section 15(a) through (e) above shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section 15. (g) The rights and obligations of the parties described in this Section 15 shall survive the termination of this Agreement.

16. Assumption of Risk.

17. Consultant Not an Agent.

Except as City may specify in writing, Consultant shall have no authority, expressed or implied, to act on behalf of City in any capacity whatsoever as an agent.

Consultant shall have no authority, expressed or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

18. Personnel.

Consultant shall assign qualified and certified personnel to perform requested services. The City shall have the right to review and disapprove personnel for assignment to Poway projects.

City shall have the unrestricted right to order the removal of any person(s) assigned by Consultant by giving oral or written notice to Consultant to such effect. 5 27 of 38
December 5, 2023, Item #11
Consultant's personnel shall at all times comply with City's drug and alcohol policies then in effect.
19: Notices.

Notices shall be given as described on Exhibit "A" entitled "Special Provisions" attached hereto and made a part hereof.

20. Governing Law, Forum Selection and Attorneys' Fees.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Each party to this Agreement consents to personal jurisdiction in San Diego County, California, and hereby authorizes and accepts service of process sufficient for personal jurisdiction by first class mail, registered or certified, postage prepaid, to its address for giving notice as set forth in Exhibit "A" hereto. Any action to enforce or interpret the terms or conditions of this Agreement shall be brought in the Superior Court in San Diego County, Central Division, unless the parties mutually agree to submit their dispute to arbitration.

Consultant hereby waives any right to remove any such action from San Diego County as is otherwise permitted by California Code of Civil Procedure section 394. The prevailing party in any such action or proceeding shall be entitled to recover all of its reasonable litigation expenses, including its expert fees, attorneys' fees, courts costs, arbitration costs, and any other fees. Notwithstanding the foregoing, in the event that the subject of such an action is compensation claimed by Consultant in the event of termination, Consultant's damages shall be limited to compensation for the 60-day period for which Consultant would have been entitled to receive compensation if terminated without cause, and neither party shall be entitled to recover their litigation expenses.

21. Gender.

Whether referred to in the masculine, feminine, or as "it," "Consultant" shall mean the individual or corporate consultant and any and all employees of consultant providing services hereunder.

22. Counterparts.

This Agreement (and any amendments) may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Documents delivered by telephonic facsimile transmission shall be valid and binding.

23. Entire Agreement.

This Agreement shall constitute the entire understanding between Consultant and City relating to the terms and conditions of the services to be performed by Consultant. No agreements, representations or promises made by either party, whether oral or in writing, shall be of any force or effect unless it is in writing and executed by the party to be bound thereby.

24. Certification and Indemnification Regarding Public Employees' Retirement Law/Pension Reform Act of 2013.

Contractor hereby certifies that all persons providing services to City by Contractor are not current members of the California Public Employees' Retirement System (CalPERS) and shall not become members of Cal PERS while providing services to City. 28 of 38 6
December 5, 2023, Item #11
Contractor further provides that in the event Contractor assigns a retired annuitant receiving a pension benefit from CalPERS to perform services for City, the retired annuitant is in full compliance with Government Code section 7522.56. A copy of Government Code section 7522.56 is attached hereto as Exhibit "B." Further, Contractor hereby fully and unconditionally indemnifies City from all penalties, fees, employer and employee contributions, or any other assessments imposed by CalPERS in the event CalPERS determines the person assigned by Contractor to provide services to City has been misclassified.

25. Severability.

WITNESS

WHEREOF,
the parties
hereto
have
duly
executed
this
Agreement
on
the
date first
above
written.

CITY OF
POWAY

KIMLEY-HORN
&

ASSOCIATES,
INC.

By:-----------
By
: ___________
_
Chris
Hazeltine,
City
Manager
Megan
Ulery,
P.E.,
LEED
AP
Date:

Date:
-----------
------------
ATTEST: Carrie
Gallagher,
CMC,
City
Clerk

APPROVED
AS
TO
FORM:

By:-------------
Alan
Fenstermacher,
City Attorney
30 of
38 8
December 5, 2023, Item #11
"SPECIAL PROVISIONS"
EXHIBIT "A"
A. Scope of Services.

Operation:
• Develop traffic signal timing plans and manage signal coordination timing plans.

Manage the City's signal system program.
• Provide technical support for signal and lighting maintenance.

Evaluate intersection capacity and Level of Service for operation improvements. • Manage and Coordinate with SANDAG on the 1-15 ICM program. • Coordinate with SANDAG on the Regional Arterial Management System (RAMS) program.

Manage the City's traffic volume data.
• Manage the City's Crossroad Collision program.

Manage the City Engineering and Traffic Survey.
• Coordinate with the Sheriff's Department on traffic issues, including speed requirements. • Coordinate with the School District on school zone traffic management. • Investigate and respond to public requests related to signal operation and timing.

Investigate and respond to public requests for neighborhood traffic calming measures. • Investigate and respond to public requests for traffic control devices. • Investigate and provide recommendations regarding sight distance. • Provide technical support to the City's attorneys in litigation cases involving traffic safety issues.
• Assist in preparation of reports for and attend Traffic Safety Committee meetings. • Attend regular meetings with City Engineer and staff and be available on-site at City Hall on an as-needed basis.

Prepare work orders for signing, striping, and traffic signal changes including diagrams to clarify the work that must be performed.

Planning:
• Review and provide recommendations related to the Transportation Master Element.

Review private development traffic impact analysis.
• Collect and analyze data needed for grant applications. Prepare State and/or Federal grant applications as they relate to highway safety improvements.

Design:
31 of 38
Provide technical support, prepare plan sheets, and stamp design plans as Engineer of Record for traffic signal or signing and striping modifications.

Review and approve temporary traffic control plans.

Provide plan review of private development roadway designs.

Provide plan review of Capital Improvement roadway designs.

Provide plan review of signal, signing, and striping improvement plans.

Provide plan review of street lighting improvement plans. 1 December 5, 2023, Item #11
Staffing: Consultant
must
clearly
identify
a
traffic
engineer
and
other
key
personnel
that
will
be
assigned
to
provide
services
to
the
City,
including
back-up
personnel.

The
removal
or
replacement
of
staff
members
assigned
to
the
City
will
not
occur
without
30-day
prior
written
notice
to
City
and
written
concurrence
by
the
City.

Required
Licenses
and
Certificates:

Staff
member(s)
assigned
to
provide
traffic
engineering
services
to
the
City
of
Poway
must
possess
valid
certification
as
professional
engineer
(civil
and
traffic)
issued
by
the
State
of
California
Board
of
Registration
for
Civil
and
Professional
Engineers
.

On-Call
Services:

Consultant
must
provide
24-hour/7
day
per
week
support
in
the
event
of
a
traffic
related
emergency
or
should
a
need
arise
outside
of
normal
business
hours.

Compensation
and
Reimbursement.

City
shall
pay
Consultant
a
fee
in
accordance
with
the
Fee
Proposals
submitted
with
the
proposals
dated
October
5,
2023,
which
are
included
in
this
document
as
Attachment

1. Consultant's
fee
shall
include
and
Consultant
shall
be
responsible
for
the
payment
of
all
federal,
state,
and
local
taxes
of
any
kind
which
are
attributable
to
the
compensation
received
.

In
addition
to
said
consulting
fee
,
Consultant
shall
be
reimbursed
for
all
reasonable
expenses,
including
lodging,
telephone,
and
travel
(air
,
auto
,
rail)
necessarily
incurred
in
performance
of
the
services
. Consultant
shall
bill
City
for
such
expenses
as
incurred,
referencing
this
Agreement.

All
expenses
shall
be
itemized
and
supported
by
receipts
for
amounts
in
excess
of
Twenty-Five
Dollars
($25.00).

Statements
for
reimbursement
of
expenses
shall
be
paid
within
ten
(10)
days
of
approval
by
City
.

All
air
travel
shall
be
billed
at
coach
or
special
fare
rates.

Reimbursement
for
lodging
is
limited
to
travel
from
outside
of
San
Diego
County.

Consultant
shall
receive
prior
authorization
for
air
travel
and
lodging
expenses.

All
other
expenses
shall
be
reimbursed
in
accordance
with
City's
cash
disbursement
policies
in
effect
at
the
time
incurred
.

Term
of
Agreement.

Upon
expiration
or
termination
of
this
Agreement,
Consultant
shall
return
to
City
any
and
all
equipment,
documents
or
materials
and
all
copies
made
thereof
which
Consultant
received
from
City
or
produced
for
City
for
the
purposes
of
this
Agreement.

Consultant's
Insurance.

1. Coverages
:

Consultant
shall
obtain
and
maintain
during
the
life
of
this
Agreement
all
of
the
following
insurance
coverages:
32 of
38 2
December 5, 2023, Item #11
(a) Comprehensive General Liability, including premises-operations, products/completed, broad form property damage, and blanket contractual liability with the following coverages: General Liability $1,000,000 Bodily Injury and Property Damage combined each occurrence and $2,000,000 aggregate.
(b) Automobile Liability, including owned, hired, and non-owned vehicles: $1,000,000 combined single limit.
(c) Consultant shall obtain and maintain, during the life of the Agreement, a policy of Professional Errors and Omissions Liability Insurance with policy limits of not less than $1,000,000 combined single limits, per claim and annual aggregate. (d) Workers' Compensation insurance in statutory amount. All of the endorsements which are required above shall be obtained for the policy of Workers' Compensation insurance.

2. Endorsements:

Endorsements shall be obtained so that each policy contains the following three provisions:
(a) Additional Insured. (Not required for Professional Errors and Omissions Liability Insurance or Workers' Compensation.) "City of Poway and its elected and appointed boards, officers, agents, and employees are additional insureds with respect to this subject project and contract with City." (b) Notice.
"Said policy shall not terminate, nor shall it be canceled, until thirty (30) days after written notice is given to City."
(c) Primary Coverage.
"The policy provides primary coverage to City and its elected and appointed boards, officers, agents, and employees. It is not secondary or in any way subordinate to any other insurance or coverage maintained by City."

3. Insurance Certificates:

Consultant shall provide City certificates of insurance showing the insurance coverages described in the paragraphs above, in a form and content approved by City, prior to beginning work under this Agreement.

E. Notices.

All notices, billings and payments hereunder shall be in writing and sent to the following addresses:

To City:
3 33 of 38
City of Poway -Development Services
13325 Civic Center Drive
Poway, CA 92064
December 5, 2023, Item #11
To Consultant:
34 of 38 4
Kimley-Horn & Associates, Inc.
401 B Street, Suite 600
San Diego, CA 92101
December 5, 2023, Item #11
I -, ' • ' •
----,__l_1.._"-._\...__ '----'---
5ta":men1°t As-Needed Traffic Engineering Services (RFP #24-006) Quallficat,ons for i:
. . -~~~-'-':''t} :;·~~1i -~ ;;>
. . -
Kimy>>>Hom
Hourly Labor Rate Schedule
Classification Rate
Analyst I $130 -$160
Analyst I $160 -$200
Professional . $200 -$230
Senior Professional I $230 -$315
Senior Professional 11 $315 -$350
Senior Technical Support $165 -$290
Technical Support $105 -$165
Support Staff $85 -$145
Effective through June 30, 2024. Subject to annual adjustment thereafter_ External Reimbursable Expenses will be charged at 10% mark-up, or per the Contract.

Sub-Consultants will be billed per the Contract.
,,.,-_f ··:~-.... /'; ,-::_; __ · .. "!. ¥ ... :·~~-.>·•·r _ ... :~:,:J-/1_'_.-:,~.--,,. ... __ -_ .. ·.,,r'.".' ,-,·,.~:T.....,._i· --i:,_ ---·. _..,._ ~:, _ _ City of 1-'oway -1 ROC8002~.2023 : . . Kimk;y>>)~ 22 December 5, 2023, Item #11
EXHIBIT "B"
Cal Gov Code§ 7522.56
Deering's California Codes are current through all 1016 chapters of the 2018 Regular Session and the November 6, 2018 Ballot Measures.

A
retiree
shall
certify
in
writing
to
the
employer
upon
accepting
an
offer
of
employment
that
he
or
she
is
in
compliance
with
this
requirement.
(2)A
retired
person
who
accepts
an
appointment
after
receiving
unemployment
insurance
compensation
as
described
in
this
subdivision
shall
terminate
that
employment
on
the
last
day
of
the
current
pay
period
and
shall
not
be
eligible
for
reappointment
subject
to
this
section
for
a
period
of
12 months
following
the
last
day
of
employment.
(t)A
retired
person
shall
not
be
eligible
to
be
employed
pursuant
to
this
section
for
a
period
of
180
days
following
the
date
of
retirement
unless
he
or
she
meets
one
of
the
following
conditions:
37 of
38 (l)The
employer
certifies
the
nature
of
the
employment
and
that
the
appointment
is
necessary
to
fill
a critically
needed
position
before
180
days
have
passed
and
the
appointment
has
been
approved
by
the
governing
body
of
the
employer
in
a public
meeting.

The
appointment
may
not
be
placed
on
a consent
calendar.
(2)
(A)Except
as
otherwise
provided
in
this
paragraph,
for
state
employees,
the
state
employer
certifies
the
nature
of
the
employment
and
that
the
appointment
is
necessary
to
fill
a critically
needed
state
employment
position
before
180
days
have
passed
and
the
appointment
has
been
approved
by
the
Department
of
Human
Resources.

The
department
may
establish
a process
to
delegate
appointing
authority
to
individual
state
agencies,
but
shall
audit
the
process
to
determine
if
abuses
of
the system
occur.

If
necessary,
the
department
may
assume
an
agency's
appointing
authority
for
retired
workers
and may
charge
the
department
an
appropriate
amount
for
administering
that
authority.
(B)For
legislative
employees,
the
Senate
Committee
on
Rules
or
the
Assembly
Rules
Committee
certifies
the
nature
of
the
employment
and
that
the
appointment
is
necessary
to
fill
a
critically
needed
position
before
180
days
have
passed
and
approves
the
appointment
in
a
public
meeting.

The
appointment
may
not
be
placed
on
a consent
calendar.
(C)For
employees
of
the
California
State
University,
the
Trustees
of
the
California
State
University
certifies
the
nature
of
the
employment
and
that
the
appointment
is
necessary
to
fill
a critically
needed
position
before
180
days
have
passed
and
approves
the
appointment
in
a public
meeting.

The
appointment
may
not
be
placed
on
a consent
calendar.
(3)The
retiree
is
eligible
to
participate
in
the
Faculty
Early
Retirement
Program
pursuant
to
a
collective
bargaining
agreement
with
the
California
State
University
that
existed
prior
to
January
I,
2013
,
or
has
been
included
in
subsequent
agreements.
2 December 5, 2023, Item #11
Cal
Gov
Code
§ 7522.56
(4)The
retiree
is
a public
safety
officer
or
firefighter
hired
to
perform
a function
or
functions
regularly
performed
by
a public
safety
officer
or
firefighter.
(g)A
retired
person
who
accepted
a
retirement
incentive
upon
retirement
shall
not
be
eligible
to
be
employed
pursuant
to
this
section
for
a period
of
180
days
following
the
date
of
retirement
and
subdivision
(f)
shall
not
apply.
(h)This
section
shall
not
apply
to
a
person
who
is
retired
from
the
State
Teachers'
Retirement
System,
and
who
is
subject
to
Section
24214.
24214
.5
or
26812
of
the
Education
Code
.
(i)This
section
shall
not
apply
to
(1)
a subordinate
judicial
officer
whose
position,
upon
retirement,
is
converted
to
a judgeship
pursuant
to
Section
69615,
and
he
or
she
returns
to
work
in
the
converted
position,
and
the
employer
is
a trial
court,
or
(2)
a retiree
of
the
Judges'
Retirement
System
or
the
Judges'
Retirement
System
II
who
is
assigned
to
serve
in
a
court
pursuant
to
Section
68543.5.

History Added
Stats
2012
ch
296
§
15 (AB
340).
effective
January
1,
2013.

Amended
Stats
2013
.ch
528
§ 11
(SB
13),
effective
October
4,
2013
(ch
528
prevails);
ch
76 § 75
(AB
383),
effective
January
1,
2013;
Stats
2014
ch
238
§ 1 (AB
2476),
effective
January
1,
2015.

Annotations Notes
Amendments: Note-
Amendments: 2013
Amendment:

Substituted
(1)
"have
passed"
for
"has
passed"
in
the
first
sentence
of
subds
(f)(l)
and
(f)(2);
(2)
"or
firefighter
hired
to
perform
a
function
or
functions
regularly
performed
by
a
public
safety
officer
or
firefighter"
for
"of
firefighter"
in
subd
(f)(4);
and
(3)
"Judges'
Retirement
System"
for
"Judges'
Retirement
System
I"
in
subd
(i).
3 38
of
38

Poway City CouncilDecember 5, 2023

Poway City Council
December 5, 2023