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CITY OF PLEASANTON  TTCASANJ011431.2025 18 <br />PROPOSAL FOR <br />CITY OF PLEASANTON <br />QUIET ZONE <br />6. EXCEPTIONS TO THE AGREEMENT <br />Kimley-Horn has reviewed the sample Professional Services Agreement and would like to discuss the following <br />modifications, consistent with language on previously executed agreements with the City: <br />4. Compensation. <br />b. Upon completion of work and acceptance by City, Consultant shall have within sixty (60) days in which to sub- <br />mit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) <br />days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work <br />performed which the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted <br />by the City, after the work is accepted by the City. <br />Reasoning: The revision maintains a reasonable timeframe for final invoicing while removing punitive language, <br />ensuring the Consultant remains entitled to payment for services properly performed and accepted by the City. <br />This aligns with standard fair-payment practices for professional service agreements. <br />9. Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice <br />in writing to Consultant. The Agreement shall then be deemed terminated, and no further work shall be performed <br />by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work <br />actually completed performed at the time the notice of termination is received. <br />Reasoning: The edit clarifies that payment upon termination should reflect all services performed up to the date of <br />termination, regardless of whether the work is fully completed. This ensures equitable compensation for partially <br />performed professional services. <br />11. Indemnity and Hold Harmless. Consultant shall, to the fullest extent permitted by law and in accordance <br />with California Civil Code Section 2782.8, defend, indemnify, and hold harmless, the City and its officers, agents <br />and employees from and against all claims, losses, damage, injury, and liability for damages to the extent arising <br />from, or alleged to have arisen from, errors, omissions, negligent or wrongful acts of the Consultant in the perfor- <br />mance of its services under this Agreement, regardless of whether the City has reviewed or approved the work <br />or services which has given rise to the claim, loss, damage, injury or liability for damages. This indemnification <br />shall extend for a reasonable period of time after completion of the project as well as during the period of actual <br />performance of services under this Agreement. The City’s acceptance of the insurance certificates required under this Agreement does not relieve the Consultant from its obligation under this paragraph. <br />Reasoning: The clause as written imposes a broader duty to defend and indemnify than permitted under Califor- <br />nia Civil Code §2782.8. This statute governs contracts for design professional services and limits indemnification <br />to claims arising out of the Consultant’s negligence, recklessness, or willful misconduct. Because the scope of this <br />project includes engineering services requiring oversight by a licensed professional engineer, the indemnity must <br />comply with §2782.8. <br />Docusign Envelope ID: 2430EB25-F48A-45D4-91C5-9340C4FBB5C9