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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
TRAFFIC AND PARKING STUDY
1. PARTIES AND DATE.
This Agreement is made and entered into this //' • day of _ � ,
2012 by and between the City of Arcadia, a charter city organi under the
Constitution and laws of the State of California with its principal place of business at 240
West Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and Kimley -Horn and
Associates, Inc., a California corporation, with its principal place of business at 6800
Owensmouth Avenue, Suite 410, Canoga Park, CA. 91303 ( "Consultant "). City and
Consultant are sometimes individually referred to as "Party" and collectively as
"Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing traffic and
parking study services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Rusnak
Arcadia /Mercedes Benz Expansion project ( "Project ") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional traffic and
parking study services necessary for the Project ( "Services "). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference. All Services shall be subject to, and performed in accordance with, this
Agreement, the exhibits attached hereto and incorporated herein by reference, and all
applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from September 15,
2012 to December 30, 2012, unless earlier terminated as provided herein. Consultant
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shall complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates: Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon prior written approval
of City. In the event that City and Consultant cannot agree as to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Jean Fares, P.E., Senior Vice President.
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3.2.5 City's Representative. The City hereby designates Jason
Kruckeberg, Assistant City Manager /Development Services Director, or his designee, to
act as its representative for the performance of this Agreement ( "City's
Representative "). City's Representative shall have the power to act on behalf of the
City for all purposes under this Contract. Consultant shall not accept direction or orders
from any person other than the City's Representative or his designee.
3.2.6 Consultant's Representative. Consultant hereby designates Jean
Fares, P.E., or his or her designee, to act as its representative for the performance of
this Agreement ( "Consultant's Representative "). Consultant's Representative shall have
full authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services. Finally,
Consultant represents that it, its employees and subcontractors have all licenses,
permits, qualifications and approvals of whatever nature that are legally required to
perform the Services, including a City Business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in
the indemnification provisions of this Agreement, Consultant shall perform, at its own
cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with
the standard of care provided for herein. Any employee of the Consultant or its sub -
consultants who is determined by the City to be uncooperative, incompetent, a threat to
the adequate or timely completion of the Project, a threat to the safety of persons or
property, or any employee who fails or refuses to perform the Services in a manner
acceptable to the City, shall be promptly removed from the Project by the Consultant
and shall not be re- employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal /OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
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costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.9.1 Immigration Reform and Control Act. Consultant
acknowledges that Consultant, and all subcontractors hired by Consultant to perform
services under this Agreement, are aware of and understand the Immigration Reform
and Control Act ( "IRCA "). Consultant is and shall remain in compliance with the IRCA
and shall ensure that any subcontractors hired by Consultant to perform services under
this Agreement are in compliance with the IRCA. In addition, Consultant agrees to
indemnify, defend and hold harmless the City, its agents, officers and employees, from
any liability, damages or causes of action arising out of or relating to any claims that
Consultant's employees, or the employees of any subcontractor hired by Consultant,
are not authorized to work in the United States for Consultant or its subcontractor and /or
any other claims based upon alleged IRCA violations committed by Consultant or
Consultant's subcontractor(s).
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not
commence Work under this Agreement until it has provided evidence satisfactory to the
City that it has secured all insurance required under this section. In addition, Consultant
shall not allow any subcontractor to commence work on any subcontract until it has
provided evidence satisfactory to the City that the subcontractor has secured all
insurance required under this section; provided, however, that in lieu thereof, the
Consultant may provide evidence to the City that all subcontractors are additional
insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its
expense, procure and maintain for the duration of the Agreement insurance against
claims for injuries to persons or damages to property which may arise from or in
connection with the performance of the Agreement by the Consultant, its agents,
representatives, employees, subcontractors and volunteers. Consultant shall also
name and obtain insurer's consent to naming City, its directors, officials, officers,
employees, agents and volunteers as an additional insured with proof of certificate of
insurance that they are an additional insured. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be
when commercially available (occurrence based) at least as broad as the latest version
of the following: (1) General Liability: Insurance Services Office Commercial General
Liability coverage for premises and operations, contractual liability, personal injury,
bodily injury, independent contractors, broadform property damage, explosion, collapse,
and underground, products and completed operations; (2) Automobile Liability:
Insurance Services Office Business Auto coverage for any auto owned, leased, hired,
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and borrowed by Consultant or for which Consultant is responsible; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation insurance as required
by the State of California and Employer's Liability Insurance.
City, its directors, officials, officers, employees, agents and volunteers shall be listed as
additional insured. Any deductibles or self- insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall
maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage, with an aggregate
limit of $1,000,000. If Commercial General Liability Insurance or other form with general
aggregate limit is used, either the general aggregate limit shall apply separately to this
Agreement/location or the general aggregate limit shall be twice the required
occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident
for bodily injury and property damage; and (3) Workers' Compensation and Employer's
Liability. Workers' Compensation limits as required by the Labor Code of the State of
California. Employer's Liability limits of $1,000,000 per accident for bodily injury or
disease.
3.2.10.3 Professional Liabilitv. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three
(3) years following completion of the Project, errors and omissions liability insurance
appropriate to their profession. Such insurance shall be in an amount not less than
$1,000,000 per claim.
3.2.10.4 Insurance Endorsements. The insurance policies
shall contain the following provisions, or Consultant shall provide endorsements on
forms supplied or approved by the City to add the following provisions to the insurance
policies:
(A) General Liabilitv. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and
volunteers shall be covered as additional insured with respect to liability arising out of
Services operations and for completed operations performed by or on behalf of the
Consultant, including materials, parts or equipment furnished in connection with such
work; and (2) the insurance coverage shall be primary insurance as respects the City,
its directors, officials, officers, employees and volunteers, or if excess, shall stand in an
unbroken chain of coverage excess of the Consultant's scheduled underlying coverage.
Any insurance or self- insurance maintained by the City, its directors, officials, officers,
employees and volunteers shall be excess of the Consultant's insurance and shall not
be called upon to contribute with it in any way.
(B) Automobile Liabilitv. The automobile liability policy
shall be endorsed to state that: (1) the City, its directors, officials, officers, employees,
agents and volunteers shall be covered as additional insureds with respect to the
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ownership, operation, maintenance, use, loading or unloading of any auto owned,
leased, hired or borrowed by the Consultant or for which the Consultant is responsible;
and (2) the insurance coverage shall be primary insurance as respects the City, its
directors, officials, officers, employees, agents and volunteers, or if excess, shall stand
in an unbroken chain of coverage excess of the Consultant's scheduled underlying
coverage. Any insurance or self- insurance maintained by the City, its directors, officials,
officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its
directors, officials, officers, employees, agents and volunteers for losses paid under the
terms of the insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or
canceled except after thirty (30) days prior written notice by certified mail, return receipt
requested of cancellation, of intended non - renewal or endorsement reduction in limit or
scope of coverage; provided, however, that in the event of cancellation due solely to
non - payment of premium, ten (10) days notice of cancellation for non - payment of
premium may instead be given to the City.; and (B) any failure to comply with reporting
or other provisions of the policies, including breaches of warranties, shall not affect
coverage provided to the City, its directors, officials, officers, employees, agents and
volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds
provisions. In addition, such insurance shall not contain any special limitations on the
scope of protection afforded to the City, its directors, officials, officers, employees,
agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall
reduce or eliminate such deductibles or self- insured retentions as respects the City, its
directors, officials, officers, employees, agents and volunteers; or (2) the Consultant
shall procure a bond guaranteeing payment of losses and related investigation costs,
claims and administrative and defense expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed
with insurers with a current A.M. Best's rating no less than A:VII, admitted or approved
to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and
endorsements effecting coverage required by this Agreement on forms satisfactory to
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the City. The certificates and endorsements for each insurance policy shall be signed
by a person authorized by that insurer to bind coverage on its behalf, and shall be on
forms provided by the City if requested. Copies of all certificates and endorsements
must be received and approved by the City before work commences. The City reserves
the right to require complete, certified copies of all required insurance policies, at any
time.
3.2.10.9 Safety. Consultant shall execute and maintain its
work so as to avoid injury or damage to any person or property. In carrying out its
Services, the Consultant shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary
precautions for the safety of employees appropriate to the nature of the work and the
conditions under which the work is to be performed. Safety precautions as applicable
shall include, but shall not be limited to: (A) adequate life protection and life saving
equipment and procedures; (B) instructions in accident prevention for all employees and
subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to
prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance
coverage is a material element of this Agreement and failure to maintain or renew
coverage or to provide evidence of renewal may be treated by the City as a material
breach of the Agreement.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services
rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and
incorporated herein by reference. The total compensation shall not exceed fourteen
thousand seven hundred fifty dollars ($14,750) without written approval of the City
Manager. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a
monthly itemized statement which indicates work completed and hours of Services
rendered by Consultant. The statement shall describe the amount of Services and
supplies provided since the initial commencement date, or since the start of the
subsequent billing periods, as appropriate, through the date of the statement. City
shall, within forty -five (45) days of receiving such statement, review the statement and
pay all approved charges thereon.
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3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without prior written authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall be clearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any part of this Agreement at any time and without
cause by giving written notice to Consultant of such termination, and specifying the
effective date thereof, at least seven (7) days before the effective date of such
termination. Upon termination, Consultant shall be compensated only for those services
which have been adequately rendered to City, and Consultant shall be entitled to no
further compensation. Consultant may not terminate this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
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3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
Consultant: Kimley -Horn and Associates, Inc.
6800 Owensmouth Avenue, Suite 410
Canoga Park CA 91303
Attn: Jean Fares, P.E.
Senior Vice President
City: City of Arcadia
240 West Huntington drive
Arcadia, CA 91007
Attn: Jason Kruckeberg, Assistant City Manager/
Development Services Director
Such notice shall be deemed made when personally delivered or when mailed, forty -
eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to the party at its applicable address. Actual notice shall be deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data: Licensing of Intellectual Propert y.
This Agreement creates a non - exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to
agree in writing that City is granted a non - exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any such use not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information, and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
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Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and
agents free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, damage or injury, in law or equity, to property or persons,
including wrongful death, to the extent caused by the negligence or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of all attorney's fees and other
related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's
Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited,
to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant shall defend with Legal Counsel of City's choosing, at Consultant's own cost,
expense and risk, any and all such aforesaid suits, actions or other legal proceedings of
every kind that may be brought or instituted against City, its directors, officials, officers,
employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award
or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding
arising from Consultant's performance of the Services, the Project or this Agreement;
except to the extent that liability is caused by any negligence or willful misconduct by
the City or its directors, officials, officers, employees, agents or volunteers. Consultant
shall reimburse City and its directors, officials, officers, employees, agents and /or
volunteers, for any and all legal expenses and costs incurred by each of them in
connection therewith or in enforcing the indemnity herein provided. Consultant's
obligation to indemnify shall not be restricted to insurance proceeds, if any, received by
the City, its directors, officials, officers, employees, agents or volunteers and shall take
effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth
above, shall include the duty to defend as established by Section 2778 of the California
Civil Code, and the duty to defend shall arise upon the making of any claim or demand
against the City, its respective officials, officers, agents, employees and representatives,
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notwithstanding that no adjudication of the underlying facts has occurred, and whether
or not Consultant has been named in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement
of the Parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every
provision of this Agreement. The Consultant shall not have liability for or be deemed in
breach because of delays caused by any factor outside of its reasonable control,
including but not limited to natural disasters, adverse weather, or third parties.
3.5.9 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
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benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. For breach or violation of this warranty, City shall have the
right to rescind this Agreement without liability. For the term of this Agreement, no
member, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material
benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex, sexual orientation or age. Such non - discrimination shall
include, but not be limited to, all activities related to initial employment, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff or termination.
Consultant shall also comply with all relevant provisions of City's Minority Business
Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self- insurance in accordance with the provisions of that Code, and agrees to
comply with such provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
Revised 07/12
12
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
In witness whereof the Parties have executed this Professional Services
Agreement on the date set forth below.
CITY OF ARCADIA
Dominic Lazza o
City Manager
Date: $gz. 1tIWIZ
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APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
Revised 07/12
13
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Assistant City Manager/
Development Services Director
EXHIBIT "A"
SCOPE OF SERVICES
Task 1: Project Initiation, Coordination and Management
Kimley -Horn will begin the project by arranging for and attending a 2 -hour kickoff meeting with
City staff. During the meeting we will obtain the following information from the City:
• Any available intersection and roadway (ADT) traffic count data
• Information about programmed roadway improvements
• Electronic file copies of the maps and figures of the project site
• A list of cumulative (approved and planned) development projects in the area
• A copy of any related planning or policy documents
During the meeting we will define the horizon year for the impact analysis, future traffic
forecasts due to other development and redevelopment projects, and other planning issues related
to the Rusnak analysis. Efforts in this task also include development of status reports indicating
progress on completing the tasks, identification of new and outstanding issues, deliverable
schedules and identification of critical path efforts. We will provide meeting notes for all
meetings and coordinate with City of Arcadia staff to complete the study.
Changes in the TIA scope typically include analysis of fewer or additional intersections or
specific analysis tasks related to site access and internal site circulation. The tasks below have
been defined based upon our knowledge of your project, the City's process and study area
assumptions. We would contact you in the event the City requires analysis that differs from the
scope of services continued in this letter agreement.
Task 2: Data Collection
TRAFFIC DATA
The City has identified following 12 intersections for impact analysis as part of this project:
1. Huntington Drive and Second Avenue
2. Huntington Drive and Santa Anita Avenue
3. Huntington Drive and Morlan Place
4. Huntington Drive and Santa Clara Avenue
5. Huntington Drive and Colorado Place
6. Huntington Drive and Holly Avenue /Campus Drive
7. Huntington Drive and Baldwin Avenue
8. Santa Anita Avenue and Morlan Place
9. Santa Anita Avenue and Santa Clara Avenue
10. Santa Anita Avenue and Colorado Boulevard
11. Santa Anita Avenue and Eastbound I -210 Ramp
12. Santa Anita Avenue and Westbound I -210 Ramp
The following streets are identified in the Los Angeles County CMP, and will be analyzed for
potential impacts:
• Foothill Boulevard
• Santa Anita Avenue
• Huntington Drive
• Duarte Road
• Live Oak Avenue
• Baldwin Avenue
Intersection Traffic Movement Counts (TMC) and Average Daily Traffic (ADT) will be
provided by the City of Arcadia.
FIELD INVESTIGATION
We will conduct a field review of the study area to verify and update intersection control,
roadway widths, lane configurations, posted speed limits, driveway locations, and traffic control
for the 12 intersections and connecting roadways. This information will be documented in the
report and used to calculate current and future intersection operation levels.
Task 3: Traffic Analysis
INTERSECTION LOS
We will analyze intersection operations based upon Congestion Management Plan Traffic Impact
Analysis requirements. The analysis will identify the volume -to- capacity ratios, level -of- service
(LOS) and level of delay (in seconds) at each intersection. Weekday peak hour (am and pm peak
of the adjacent street traffic) intersection operations will be calculated for the following
scenarios:
• Existing (2012) Conditions
• Existing (2012) + Cumulative
• Existing (2012) + Cumulative + Project
CUMULATIVE PROJECTS
Cumulative and Cumulative + Project scenarios will be completed for the future study year, and
will include assumptions related to background traffic growth, specifically defined in the CMP
for the San Gabriel Valley Area of the County. The traffic analysis will include other
planned/approved developments expected to be constructed and occupied by the future study
year. The trips from these developments will be incorporated into the Existing + Cumulative
analysis of traffic flow patterns so that the Rusnak/Arcadia expansion project is not responsible
for impacts from other approved development trips.
We will define the existing intersection operational characteristics and analyze the project's
potential traffic impact on the future intersection operations. This will involve defining the
project's trip generation, directional distribution, and trip assignments of project generated
traffic.
TRIP GENERATION
Trip or traffic generation is an important aspect of planning for the future and is based on the
type and intensity of the proposed land use. Factors such as the type of land use, building square
footage, operating hours, number of employees, density of development and regional location all
effect the trip generation rates and are used to estimate the future characteristics of a
development.
Daily and peak hour trips generated by the proposed development will be estimated based on
Institute of Transportation Engineers' (ITE) Trip Generation Manual (the most recent edition).
TRAFFIC DISTRIBUTION
The directional orientation of the project trips will be estimated based upon a combination of
information. This includes: existing peak hour turn movement counts, general traffic patterns in
the study area, data/input supplied by City staff and other recently completed traffic studies in
the area. We will obtain approval on the distribution patterns from the City staff prior to
completing any detailed intersection analysis.
TRAFFIC ASSIGNMENT
Peak hour project - generated trips will be assigned to the site access points, and to each project
study intersection based upon the project trip distribution assumptions.
SIGNIFICANCE THRESHOLD
LOS calculations for the Existing + Cumulative + Project scenario will identify significant
project traffic impacts, with "significant" defined by the CMP guidelines.
Task 4: Recommend Mitigation Measures
We will work closely with staff to identify and develop feasible mitigation
measures /recommendations, if necessary, to mitigate project traffic impacts at the study
intersections. These recommendations may include physical improvements at the intersections,
traffic signal timing, phasing and synchronization improvements, demand management
techniques, or others. A fourth intersection analysis scenario will be completed to test the
effectiveness of the recommended improvements. Any additional analysis from this scenario
would be documented.
Task 5: Site, Parking and Access Review
We will use the information collected from the field study and the architect's site plan to review
the site circulation and parking. We will provide a written assessment in the report on the
adequacy of elements including but not limited to:
• Number, and location of access points
• Internal roadway circulation
• On -site parking supply layout
• Adjacent property /off -site parking impacts
We will also spend time during one weekday and one weekend day at the current site to
document the arrival and departure times of the employees, service customers, etc. — to obtain a
clear understanding of the current site operations. This will help us to define the current parking
demand and determine the peak demand times. This information will be used to assess whether
or not it is reasonable to expect the demand to increase significantly due to expansion of the site,
because expansions do not always equal a linear increase in the trip generation and parking
demand. We will work closely with the City staff to review the new site access and circulation.
We will compare the new site plan parking supply with the City's parking code requirements.
We will also provide parking comparisons of similar sized auto dealerships to determine a
recommended number of parking spaces for the expanded dealership.
Task 6: Meetings and Presentations
In addition to the Task 1 kickoff meeting, we have planned for one other 2 -hour meeting at the
end of the project to discuss the study findings. We will also meet one time during the course of
the study to discuss project status and present issues /findings. We have not included additional
cost for this third meeting, but feel it will be necessary and beneficial, based upon our experience
with similar projects that require significant coordination. The third meeting may be to review
staff comments on the draft report, or may be with Rusnak representatives to obtain more
information about the dealership's current operations. The third meeting could also be with
representatives from adjacent jurisdictions or other agencies. We will provide meeting notes at
the conclusion of each meeting. Kimley -Horn will be available for any other meetings as
required, including Planning Commission, City Council, public, etc. - on a time and material
basis, with a minimum 4 -hour charge. Including the project kick -off meeting, a total of three
meetings have been included in the budget for this project.
Task 7: Report Preparation
A report will be prepared which includes the study procedure, methodology, results and
conclusions. The report will include a vicinity map, figures, graphics and references to complete
the traffic study. All traffic counts, peak hour counts, level of service and intersection capacity
analysis will be attached as a technical appendix.
We will provide up to two (2) copies of a draft report for internal review and up to two (2) copies
of the final report for the City. We will require one consolidated set of comments on the draft
report prior to completion of the final report.
ADDITIONAL SERVICES
Items not covered in the preceding scope shall be considered additional services. Kimley -Horn
will complete additional service upon written authorization from you pending mutual agreement
between yourself and Kimley -Horn regarding scope, cost and schedule. Additional services could
include meeting attendance, additional field surveys, collection of traffic counts (new and
additional), analysis of additional intersections, analysis of alternative project descriptions, analysis
of other future horizon years, site plan review, phased development and mitigation analysis,
completion of traffic signal warrants, preparation of conceptual design plans, traffic signal design,
signing and striping plans, meetings other than those identified in the scope of services, additional
public meeting presentations, site and parking lot layout and design, lighting design, air quality
impact analysis and other efforts not in the scope of services.
EXHIBIT "B"
SCHEDULE OF SERVICES
We will complete the tasks described above, and have a draft report ready for your review within
four (4) weeks after written authorization and traffic data to proceed. Our schedule assumes one
week of City staff review and comment on the draft report. Upon receipt of your comments, we
would revise the draft report within 1 week and submit final reports to the City.
The six week schedule indicating efforts in each task is provided on the following page. The fee
proposed to complete the scope of services is based upon the six week schedule, and considers the
various coordination efforts that would be required. The schedule assumes that the traffic count
data will be provided by the City.
Exhibit "C"
COMPENSATION
The complete Scope of Services will be performed for a lump sum fee of $14,750.00.
CSI