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HomeMy WebLinkAboutC-2490-V a AMENDMENT NO. 1 TO AGREEMENT FOR ENGINEERING DESIGN SERVICES FOR HUNTINGTON DRIVE CAPACITY IMPROVEMENTS PROJECT BY AND BETWEEN THE CITY OF ARCADIA AND KOA CORPORATION This Amendment No. 1 ( "Amendment No. 1") is hereby entered into by and between the City of Arcadia, a municipal corporation of the State of California, and KOA Corporation, a California corporation with respect to that certain Professional Services Agreement between the parties dated December 22, 2009 ( "Agreement "). The parties agree as follows: Pursuant to Section 3.1.1 of the Agreement, the General Scope of Services is hereby expanded and described in detail in Exhibit "A" attached hereto. (Additions /modifications in italicized blue type.) 2. Pursuant to Section 3.1.2 the Term has been extended as more fully described in Exhibit "B" attached hereto. (Additions /modifications in italicized blue type.) 3. Pursuant to Section 3.3.1 of the Agreement, the total compensation is hereby increased by $12,840 for a new total compensation of $216,675, as referenced in the attached amended Exhibit "C ". (Additions /modifications in italicized blue type.) 4. All of the remaining terms and provisions of the Agreement are hereby reaffirmed. In witness whereof the parties have executed this Amendment No. 1 on the date set forth below. CITY OF ARCADIA Donald Penman City Manager Dated: 0b, j , 2011 1 � �,/,i APPROVED AS TO FORM: Stephen P. Deitsch City Attorney CONSULTANT KOA CORPORATION By: VI G� �ie.�s I fl�T Title CONCUR: Jason Krucke rg Assistant City Manager/Development Services Director EXHIBIT "A" SCOPE OF SERVICES KOA Corporation (KOA) will perform the following: TASK 1 — PROJECT MANAGEMENT /ADMINISTRATION /MEETINGS (DESIGN PHASE) During the design phase of the project, KOA will handle the overall project management responsibilities for the project, including team coordination, project monitoring, and design review and oversight. KOA will review the design products for conformance with appropriate City standards, policies and procedures, as applicable. KOA will be responsible for the following: • Attend a kickoff meeting with City staff. • Attend monthly progress meetings and at key design phase submittals. • Maintain continuous communication with the City's project manager. • Provide a monthly project status report. • Assist City staff in making presentations to City Council /management and at one public meeting, if needed. • Ensure project delivery on schedule and within budget. KOA will coordinate with the City, as required, to discuss the project's work progress, schedule, and related issues. The goal of these meetings is to exchange information, resolve issues, and keep the project on schedule and within budget. KOA will prepare meeting agendas and minutes, including an action item matrix, and distribute them to the City and other attendees, as needed. KOA will provide the following deliverables for this task: • Meeting attendance rosters and minutes. • Detailed project schedule. • Monthly project reports. TASK 2 — SURVEYING AND RIGHT -OF -WAY VERIFICATION On the KOA team is KDM Meridian, who will handle the topographic survey and right -of- way verification for the project. Their scope of work will include a topographic survey and right -of -way verification of the intersections of Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. The specified scope items, as described in the RFP, include: SDPUB \SAKINS \744624.2 A -] A. Research and Review of Intersections and Right -of -Way (ROW) Data • Review existing maps and previous engineering plans. • Research survey data, benchmarks, centerline ties, record maps, etc. • Review survey data, plan survey, and prepare ROW map (hard copy). • Analyze survey data, reconcile centerline and ROW evidence, calculate and establish ROW and centerline locations. B. Field Survey • Recover horizontal /vertical control, pull centerline ties, uncover and tie in ROW evidence, and set project control. • Locate existing culture and miscellaneous topography within the project area. • Locate miscellaneous culture at driveways, etc. • Prepare cross - sections at a minimum 25 -foot station. • Obtain elevations at top of curb, flowline, edge of gutter, centerline, property line at centerline of driveways, and rim and invert of sanitary sewers and storm drain manholes or catch basins. • Locate existing visible utilities and striping. C. Mapping — Documents • Prepare a base map of survey to show ROW lines, control, centerlines, top of curb, flowline, edge of gutter, property line, centerline, spot elevations at 25- foot stations, and all located utilities, contours, and miscellaneous topography. • Prepare right -of -way map. • Provide a plat and legal description required for the proposed dedication, which is anticipated along the northbound section of Huntington Drive adjacent to the County's Arcadia Park. The topographic survey will include the following street segments: Santa Anita Avenue — 250 feet north of Huntington Drive to 250 feet south of Huntington Drive Huntington Drive (northbound section) — up to 450 feet south of (Santa Clara Street) intersection Huntington Drive — 140 feet west of San Rafael Road to 360 feet southwest of (Colorado Place) intersection Colorado Place — 140 feet west of San Rafael Road to 170 feet northwest of (Huntington Drive intersection SDPUB \SAKINS \744624.2 A -2 Huntington Drive — 140 feet west of San Rafael Road to 100 feet east of Santa Anita Avenue (planimetric survey) TASK 3 — TRAFFIC ANALYSIS KOA will perform a traffic analysis of the three project intersections: Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. Additionally, due to the proximity of the Santa Anita Avenue /Santa Clara Street intersection in relation to the three project intersections, KOA will also include this fourth intersection in our analysis. KOA will utilize the computer software application Synchro to develop a traffic signal ization/synchron ization model of all four study intersections. Using Synchro, we will be able to determine levels of service (LOS), vehicle queue lengths, and overall operating effectiveness along this corridor segment of Huntington Drive. It is understood that the City will have recent traffic count data available for the three (3) project intersections plus the intersection of Santa Anita Avenue and Santa Clara Street. These traffic counts were taken on Saturday, October 31, 2009, from 1:00 P.M. to 6:00 P.M., and on either Wednesday, November 4, 2009 or Thursday, November 5, 2009, from 7:00 A.M. to 9:00 A.M. and from 4:00 P.M. to 6:00 P.M. KOA will compare these recent traffic counts with the City's 2007 traffic count data, as well as counts conducted for the City Transportation Master Plan report (January 2005 data) and the Santa Anita Park Specific Plan EIR (March and April 2006 data). KOA will determine the appropriate peak hour volumes to use in our traffic analysis. Additional traffic counts are not included in the scope of services. The scope and fee provided within this proposal are based on the analysis of existing conditions and future conditions with and without traffic that would be generated by the Santa Anita Park Specific Plan project. Based on current economic conditions and the state of this proposed project, it would be valuable to examine the adequacy of operations at the study intersections with and without this potential development. The traffic analysis sub -tasks will include: A. Review the City's latest peak hour turning movement counts, which were conducted in October /November 2009. We will also review and utilize traffic volume volumes (as needed) defined within the City's Transportation Master Plan and data from available recent traffic studies for planned developments in the City. These may include the Westfield Santa Anita Mall expansions and the planned Caruso development known as the Santa Anita Park Specific Plan (if still a viable project to be considered for near -term development). SDPUB \SAKIN S \744624.2 A -3 B. Create a Synchro analysis model that will include an aerial base map of the approach roadways to each intersection, the posted speed limits, the approach lanes by type and width, and the configurations of the traffic signals. Ideally, field monitoring of traffic flows will be conducted to validate queuing distances at each intersection approach for the traffic analysis. If scheduling of the study and the race season prohibit such monitoring, KOA will coordinate with City staff to review existing conditions queuing output from the Synchro analysis and determine the queuing distances that would be typical for peak conditions on an active race day. C. Prepare LOS calculations for the three project intersections, plus the Santa Anita Avenue /Santa Clara Street intersection, with and without the proposed improvements. We will utilize traffic volumes for the current year and traffic volume projections for the year 2030 (or another future year to be mutually decided upon). D. Analyze the calculated traffic queues between the study intersections along Huntington Drive and at the intersection of Santa Anita Avenue and Santa Clara Street, and assess the impact on intersection operations, corridor synchronization, and the proposed intersection improvements. E. Confirm the need and benefit of the proposed improvements at the three project intersections. Although we will include the Santa Anita Avenue /Santa Clara Street intersection in our Synchro network and subsequent traffic analysis, improvements will not be proposed or analyzed at this intersection. F. Consider other feasible alternatives. KOA will present and discuss our findings with City staff and make our recommendations and advise the City on the best possible solution. We will prepare and analyze up to three alternative schemes for overall comparisons. KOA will present and provide the City with the results of our traffic analysis in a technical memorandum. KOA will also provide the City with Synchro traffic simulation videos of the alternative schemes, which the City can use for presentation purposes. The traffic queue lengths under each scenario will also be summarized in graphics within the technical memorandum. SDPUB \SAK IN S \744624.2 A -4 TASK 4 — PRELIMINARY ENGINEERING KOA will perform preliminary engineering for the project, which will include the necessary research, data collection, and field reviews of the project sites. KOA will obtain available as -built drawings, make observations, and take field notes and photographs, which will be organized into a notebook and provided to the City, if desired. With the landscape architect, Armstrong & Walker Landscape Architecture, KOA will review existing information related to the project, which may include a Master Plan, a Specific Plan, as -built plans, utility plans, aerial photos, and other available data. KOA's team will review the City's requirements and budget, design criteria, applicable standards and regulations, and site opportunities and limitations. Preliminary engineering sub -tasks will also include: A. Prepare up to three conceptual alternatives for the intersections of Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. Each conceptual alternative will include a layout of the proposed intersection improvements at a scale of V=40' for the three project intersections. Potential problems associated with each alternative will be identified. B. For landscape /hardscape improvements, KOA will prepare up to three landscape palettes for the City's consideration. At this stage, KOA will concentrate efforts on plant and hardscape selection to fulfill the City's desire for drought - tolerance requirements and consistency with adjoining landscape improvements on the Huntington Drive corridor. KOA understands the City sees the median island at the Huntington Drive /Colorado Place intersection as a marquee location within the City of Arcadia. The scope will include the re- design and re- landscaping of this entire median. Layouts and sketches will be appropriate for design review and discussion with City staff, prior to development of construction drawings. C. Provide preliminary construction cost estimates for each intersection. D. KOA will meet with the City to discuss the advantages and disadvantages of each conceptual alternative. KOA will recommend a preferred alternative at each intersection and assist the City in selecting a single alternative to be carried through to the construction document phase. Based on recent discussions with the City, it is assumed that pavement and subgrade investigation and structural section recommendation will not be necessary for this S DPU B \SAK]N S \744624.2 A -5 project. KOA will use the City's recommended structural section for our construction documents. Therefore, geotechnical and pavement engineering services will be considered out of scope. TASK 5 — PREPARATION OF CONSTRUCTION DOCUMENTS (DESIGN) The KOA team will perform the necessary civil, traffic, and landscaping design and prepare construction documents for the installation of the proposed improvements at the intersections of Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. KOA design staff will prepare construction documents for the associated civil and traffic improvements, while Armstrong & Walker Landscape Architecture will prepare construction documents for the landscaping and irrigation improvements. Design sub -tasks will include: A. Prepare construction plans to include the following, in the format and not less than the standards typically required by the City of Arcadia: • Traffic control plans (appropriately phased) • Civil plans • Traffic signal plans • Signing and striping plans • Landscaping and irrigation plans • Street lighting plans It is assumed that storm drain plans will not be needed for this project and therefore they will be considered out of scope. Civil Engineering Design Details The scope of civil improvements included in this fee proposal is based on KOA's review of the City's RFP and their own analysis of the best way to improve these intersections. 1. Santa Anita Avenue and Huntington Drive: The civil improvement plans will include reconfiguration of the median islands on Santa Anita Avenue immediately north and south of Huntington Drive. As a part of our conceptual design, KOA will investigate the efficiency of adding a right turn lane from westbound Huntington Drive onto northbound Santa Anita Avenue. If this is included in the final configuration of the new intersection, then it will be included as a part of KOA's civil improvement scope of work. No other widening /reconfiguration of the curbs on the outside of the roadway or on Huntington Drive is anticipated. SDPUB \SAKIN S \744624.2 A -6 2. Santa Clara Street and Huntington Drive: Civil improvement plans will include widening of the northbound section of Huntington Drive to include an additional lane from the intersection at Santa Clara Street to the southern termination point to be determined in our proposed traffic analysis. This widening shall occur on either the west side of Huntington Drive (as is shown in the project RFP), on the east side of Huntington Drive (if the City chooses to acquire ROW from Los Angeles County), or on both sides of Huntington Drive (if the City deems that this is the best scenario for this project). No civil improvements are anticipated on the east -west portion of Huntington Drive or on the north side of this intersection. 3. Colorado Place and Huntington Drive: Civil improvement plans will include modifications to the triangular median island near the heart of the intersection as well as the curb adjacent to the large lawn with the Santa Anita Racetrack monument sign as needed to allow the added capacity improvements at this intersection. Civil improvements are not anticipated on the south or east sides of Huntington Drive at this intersection. Optional Task: If the preliminary engineering task reveals potential traffic conflicts with vehicles exiting the Santa Anita Inn driveway and vehicles traveling westbound on Huntington Drive, KOA's civil improvement plans will also include the relocation of the Santa Anita Inn driveway. Traffic Engineering Design Details As part of the traffic signal design scope, KOA will review the overall traffic signal system for all three project intersections and include equipment upgrades where needed. Traffic signal plans will include the necessary modifications associated with the proposed roadway and striping improvements at the three project intersections. KOA's plans will also include the upgrade of the electrical service for the traffic signals at Huntington Drive /Santa Clara Street and Huntington Drive /Colorado Place, and the replacement of the existing batteries in the traffic signal battery backup systems for all three project intersections. KOA will also design for the installation of a vehicle video detection system at the Huntington Drive /Colorado Place intersection. Landscape Design Details The landscape architecture plans will include the redesign of medians and parkways at the following locations: SDPUB \SAKINS \744624.2 A -7 I . Medians islands on Santa Anita Avenue on the north and south legs of the intersection. 2. The parkway on the east side of the northbound section of Huntington Drive as required to widen into the County's Arcadia Park. 3. The median island at the Huntington Drive /Colorado Place intersection. 4. Turf replacement within the parkway adjacent to the Santa Anita Racetrack, if required. 5. Turf replacement to accommodate the relocation of the Santa Anita Inn driveway, if required. B. Prepare the technical specifications and bid quantities schedule for the proposed improvements in compliance with the City's usual format. KOA will utilize the latest editions of the Standard Specifications for Public Works Construction ( "Greenbook ") for street work and Caltrans Standard Specifications for traffic signals and roadway striping. C. Prepare a final estimate of probable construction cost based on the bid quantities. KOA will utilize recent available bid price histories to determine appropriate unit prices. D. Prepare and submit signed and stamped Mylars and electronic files to the City. E. Meet and review with City staff, on a regular basis, any red line corrections of submitted plans. KOA will address the City's comments to City's satisfaction. F. Prepare the necessary documents for Construction Storm Water Compliance, if applicable. This task would involve the development of a Storm Water Pollution Prevention Plan ( SWPPP). However, the SWPPP is generally not required, if the project disturbs less than 1 acre of soil, which will likely be the situation for this project. KOA has included this task only as an optional task should it be determined later that a SWPPP is required. G. Include in the plans and specifications grind, overlay and striping for • Eastbound Huntington Drive from the southern limit of striping to the intersection of Santa Clara Street • Westbound Huntington Drive from southern limits of construction to Santa Clara Street • Santa Anita Avenue at northbound approach to Huntington Drive • Santa Anita Avenue from Huntington Drive to the first alley to the north SDPUB \SAKINS \744624.2 A -8 H. Plans and specifications to include ADA ramps at: • NE /SW corners of Santa Anita Avenue and Alta Street • NW /SW corners of Huntington Drive and San Rafael Road 1. Site specific irrigation and landscape plans to include specific irrigation and landsape plans for the restoration at the Los Angeles County Park due to the construction of the right turn lane. Plans and specifications to be approved by Los Angeles County Parks. J. Traffic Signal Plans: Prepare complete traffic signal plans and specifications for the Santa Anita Avenue /Huntington Drive intersection, Santa Clara Avenue/ Huntington Drive intersection and the Colorado Place intersection. Traffic signal plans and specifications to include: Re- wiring throughout LED signal heads, LED Ped countdown modules, 2" ADA Ped Push Buttons, Video Detection, HESCO UPS 170 ATC /HC -11 controller with latest LAC04E Firmware, Dimentions Battery Backup Systems, etc... KOA will submit construction plans, technical specifications, and construction cost estimates to the City at the 80 %, 100 %, and Mylar plan stages. TASK 6 — UTILITY COORDINATION KOA will conduct utility research and distribute utility notices, in order to obtain critical information on the location of existing utilities within the project area. If potential utility conflicts are discovered, KOA will make appropriate coordination efforts with the affected utility companies. KOA will coordinate with the utility companies for any necessary relocations. TASK 7 — RIGHT -OF -WAY ACQUISITION AND PERMITS TO ENTER A. KOA will prepare a grant deed and accompanying legal description and plat for new right -of -way to be acquired. At this time, it is assumed these documents will likely be needed along the northbound section of Huntington Drive adjacent to the County's Arcadia Park. B. As an optional task, KOA will prepare a grant deed and accompanying legal description and plat for right -of -way to be acquired along eastbound Huntington Drive between the Huntington Drive /Santa Clara Street intersection and the Huntington Drive /Santa Anita Avenue intersection, where the County Assessor maps and City's current as -built plans indicate the existing right -of -way may be near the curb line of the street. S DPUB \S AK IN S \744624.2 A -9 C. KOA will utilize the services of Overland, Pacific & Cutler, Inc. for right -of -way acquisition and to prepare and obtain the "temporary construction permits" or "right of entry" to work on private property, signed by the property owners as necessary. D. Increase assistance to the City in acquiring right -of -way from Santa Anita Park. For this project scope, it is assumed that right -of -way acquisition may be needed for the northbound section of Huntington Drive adjacent to the County's Arcadia Park. Based on the anticipated possible roadway improvements, it is assumed that permits to enter ( "right of entry") for construction activities may be needed from the Santa Anita Inn property, the 100 -to -1 Club bar /restaurant property, and the Arcadia Park property. TASK 8 — CONSTRUCTION ENGINEERING The KOA team will provide engineering support services to assist City staff during the construction phase of the project (i.e. activities conducted after final plan approval by the City), which will include the following sub - tasks: A. Provide assistance during the advertisement/bidding period to respond to questions and prepare addendums as needed. KOA will attend the pre -bid meeting, if needed. B. Attend the pre- construction meeting and respond to questions, as needed. C. Provide construction engineering services during the construction period, including clarifying plans and specifications, responding to requests for information, and responding to change order requests due to unforeseen conditions. KOA will evaluate proposed substitutions and change order proposals, and advise the City on the appropriate course of action. KOA will also make site visits and attend meetings in the field or at City Hall as needed. D. If needed, KOA will perform one final walk- through at the completion of construction (but before final acceptance) to determine conformance to the plans and specifications. KOA can prepare a punch list of items to be corrected or completed. E. Provide as -built plans upon completion of construction. F. For the landscaping and irrigation improvements, KOA can attend one walk - through at the completion of the contractor's maintenance period to ensure the S D P U B \S A K IN S \744624.2 A -10 landscape and irrigation is complete and in good condition prior to final acceptance. Due to the unknown extent of construction engineering support services that will be needed, KOA proposes to perform these construction engineering services on a time - and- materials basis, but not to exceed the initially established budget for this task. This may help the City realize some potential cost savings, if our construction engineering time and effort end up being relatively minimal. TASK 9 — RIGHT TURN ALTERNATIVE ANALYSIS Prepare a report and recommendation analyzing alternatives for egress from Santa Anita Park and the proposed right turn lane. Report and recommendation to be approved by the Los Angeles County Parks Department. TASK 10 — CONNECTING SIDEWALK TO THE PARK Prepare plans and specifications for construction of a sidewalk between the proposed right turn lane and the existing walk in the Park's parking lot. Design is to be pre - approved by the Los Angeles County Parks Department prior to plan preparation final. SDPUB \SAKIN S \744624.2 A -11 EXHIBIT "B" SCHEDULE OF SERVICES Work shall begin December 21, 2009 and shall continue to September 1, 2010. More specifically tasks shall be completed as follows: Task 1: Project Management/Administration is ongoing, but completed by June 21, 2010 Task 2: Surveying and Right -of -Way Verification shall be complete by January 28, 2010. Task 3: Traffic Analysis shall be complete by February 4, 2010. Task 4: Preliminary Engineering shall be complete by March 19, 2010. Task 5: Preparation of Construction Documents shall be complete by June 21, 2010. Preparation of Construction Documents shall be complete on or before March 29, 2012 Task 6: Utility Coordination shall be complete by May 14, 2010. Task 7: Right -of -Way Acquisition and Permits to Enter shall be complete by September 8, 2010. Right of Way Acquisition and Permits to Enter shall be complete by October 2011. Task 8: Construction Engineering will be on an "as needed" basis. Task 9: Right Turn Alternative Analysis to be complete and approved by LACO Parks Department on or before October 3, 2011. Task 10: Plans and specifications for connecting sidewalk at Santa Anita Park. Preliminary approval by LA CO Parks Department by October 3, 2011. Final plans shall be complete by March 29, 2012, SDPUB \SAKINS \744624.2 B -1 EXHIBIT "C" COMPENSATION Total compensation for Tasks 1 through 8 as described in the Scope of Services contained in this Professional Services Agreement shall not exceed a total aggregate sum of is $203,835. Additional tasks /requests increase total not to exceed sum by $12,840 for a total aggregate sum of $216,675. Task 1: Project Management not to exceed $10,800 Task 2: Surveying and Right -of -Way Verification not to exceed $21,215 Task 3: Traffic Analysis not to exceed $25,795 Task 4: Preliminary Engineering not to exceed $19,115 Task 5: Preparation of Construction Documents not to exceed $83,000 Increase by $8,430 revising the amount not to be exceeded to $91,430. Additional funds are to be re- appropriated from Task 8. Task 6: Utility Coordination not to exceed $3,500 Task 7: Right -of -Way Acquisition and Permits to Enter not to exceed $27,810. Increase compensation by $3,210 revising the amount not to be exceeded to $31,020. Task 8: Construction Engineering not to exceed $12,600 Decreased by $8,430 revising the amount not to be exceeded to $4,170. Task 9: Right Turn Alternative Analysis not to exceed $3,850 Task 10: Connecting Sidewalk to the Park not to exceed $5,780 The City of Arcadia will withhold the final payment for any task or combination of tasks until such time as it is determined by the City that the said task is complete pursuant to the attached Scope and to the level of quality and detail normally acceptable to the City (past projects to be the basis for judgment). SDPU B \SAKINS \744624.2 C -1 IIo- -o c -Zygo CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT ENGINEERING DESIGN SERVICES 1. PARTIES AND DATE. This Agreement is made and entered into this hd day of , 2009 by and between the City of Arcadia, a charter city organized 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 KOA Corporation, a California corporation, with its principal place of business at 1055 Corporate Center Drive, Suite 300, Monterey Park CA 91754 ( "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 engineering design 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 Huntington Drive Capacity Improvements 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 engineering design 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 December 21, 2009 to September 1, 2010, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. Revised 9/08 LM 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: Eugene C. Kao, P.E. 3.2.5 City's Representative. The City hereby designates Jason Kruckeberg, 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 or her designee. Revised 9/08 LM 3.2.6 Consultant's Representative. Consultant hereby designates Eugene C. Kao, P.E., or his 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 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 to the extent 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 Revised 9/08 LM 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, 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 Revised 9/08 LM 4 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 Liability. 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, and shall be endorsed to include contractual liability. 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 Liability. 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 Liability. 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 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. Revised 9/08 LM 5 (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 U.S. First Class, 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:VIII, 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 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 Revised 9/08 LM 6 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 Two hundred three thousand eight hundred thirty five dollars ($203,835) 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. 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. If any changes or modifications to Consultant's scope of services are proposed by City, Consultant shall, upon receipt of such written change or modification, determine the impact on both time and compensation and notify City in writing. Upon agreement between City and Consultant as to the extent of said impacts to time and compensation, an amendment to this agreement shall be prepared describing such changes. Execution of the amendment by City and Consultant shall constitute the Consultant's notice to proceed with the changed scope. Revised 9/08 LM 7 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. 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: KOA Corporation 1055 Corporate Center Drive, Suite 300 Monterey Park CA 91754 -7668 Attn: Eugene Kao Vice President Revised 9/08 LM City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 Attn: Jason Kruckeberg 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 Confidentialitv. 3.5.3.1 Documents & Data: Licensing of Intellectual Property. 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 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. This provision shall not apply to information in whatever form that is in the public domain, nor shall they restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or Revised 9/08 LM other legitimate authority, or if disclosure is reasonably necessary for the Consultant to defend itself from any legal action or claim. 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 arising out of or incident to any alleged acts, omissions 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 consequential damages and 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 reasonable 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, 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 Revised 9/08 LM 10 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. 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, 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, 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. Revised 9/08 LM 11 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. 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. [SIGNATURES ON NEXT PAGE] Revised 9/08 LM 12 CITY OF ARCADIA KOA CORPORATION By: - - f+-� -. By: Donald Penman [Name] City Manager Dated: i zZ 2009 [Title] APPROVED AS TO FORM: 9-44t, Q )')� Stephen P. Deitsch City Attorney Revised 9/08 LM i L By: [Name] 13 Vt e-i's I. n6f,t:f [Title] CONCUR: son Kr ckeberg Date Development Services Director EXHIBIT "A" SCOPE OF SERVICES KOA Corporation (KOA) will perform the following: TASK 1 — PROJECT MANAGEMENT /ADMINISTRATION /MEETINGS (DESIGN PHASE) During the design phase of the project, KOA will handle the overall project management responsibilities for the project, including team coordination, project monitoring, and design review and oversight. KOA will review the design products for conformance with appropriate City standards, policies and procedures, as applicable. KOA will be responsible for the following: • Attend a kickoff meeting with City staff. • Attend monthly progress meetings and at key design phase submittals. • Maintain continuous communication with the City's project manager. • Provide a monthly project status report. • Assist City staff in making presentations to City Council /management and at one public meeting, if needed. • Ensure project delivery on schedule and within budget. KOA will coordinate with the City, as required, to discuss the project's work progress, schedule, and related issues. The goal of these meetings is to exchange information, resolve issues, and keep the project on schedule and within budget. KOA will prepare meeting agendas and minutes, including an action item matrix, and distribute them to the City and other attendees, as needed. KOA will provide the following deliverables for this task: • Meeting attendance rosters and minutes. • Detailed project schedule. • Monthly project reports. TASK 2 — SURVEYING AND RIGHT -OF -WAY VERIFICATION On the KOA team is KDM Meridian, who will handle the topographic survey and right -of- way verification for the project. Their scope of work will include a topographic survey and right -of -way verification of the intersections of Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. The specified scope items, as described in the RFP, include: SDPUB \SAK1N S \744624.2 A -1 A. Research and Review of Intersections and Right -of -Way (ROW) Data • Review existing maps and previous engineering plans. • Research survey data, benchmarks, centerline ties, record maps, etc. • Review survey data, plan survey, and prepare ROW map (hard copy). • Analyze survey data, reconcile centerline and ROW evidence, calculate and establish ROW and centerline locations. B. Field Survey • Recover horizontal /vertical control, pull centerline ties, uncover and tie in ROW evidence, and set project control. • Locate existing culture and miscellaneous topography within the project area. • Locate miscellaneous culture at driveways, etc. • Prepare cross - sections at a minimum 25 -foot station. • Obtain elevations at top of curb, flowline, edge of gutter, centerline, property line at centerline of driveways, and rim and invert of sanitary sewers and storm drain manholes or catch basins. • Locate existing visible utilities and striping. C. Mapping — Documents • Prepare a base map of survey to show ROW lines, control, centerlines, top of curb, flowline, edge of gutter, property line, centerline, spot elevations at 25- foot stations, and all located utilities, contours, and miscellaneous topography. • Prepare right -of -way map. • Provide a plat and legal description required for the proposed dedication, which is anticipated along the northbound section of Huntington Drive adjacent to the County's Arcadia Park. The topographic survey will include the following street segments: Santa Anita Avenue — 250 feet north of Huntington Drive to 250 feet south of Huntington Drive Huntington Drive (northbound section) — up to 450 feet south of (Santa Clara Street) intersection Huntington Drive — 140 feet west of San Rafael Road to 360 feet southwest of (Colorado Place) intersection Colorado Place — 140 feet west of San Rafael Road to 170 feet northwest of (Huntington Drive intersection SDPUB \SAKIN S \744624.2 A -2 Huntington Drive — 140 feet west of San Rafael Road to 100 feet east of Santa Anita Avenue (planimetric survey) TASK 3 — TRAFFIC ANALYSIS KOA will perform a traffic analysis of the three project intersections: Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. Additionally, due to the proximity of the Santa Anita Avenue /Santa Clara Street intersection in relation to the three project intersections, KOA will also include this fourth intersection in our analysis. KOA will utilize the computer software application Synchro to develop a traffic signalization /synchronization model of all four study intersections. Using Synchro, we will be able to determine levels of service (LOS), vehicle queue lengths, and overall operating effectiveness along this corridor segment of Huntington Drive. It is understood that the City will have recent traffic count data available for the three (3) project intersections plus the intersection of Santa Anita Avenue and Santa Clara Street. These traffic counts were taken on Saturday, October 31, 2009, from 1:00 P.M. to 6:00 P.M., and on either Wednesday, November 4, 2009 or Thursday, November 5, 2009, from 7:00 A.M. to 9:00 A.M. and from 4:00 P.M. to 6:00 P.M. KOA will compare these recent traffic counts with the City's 2007 traffic count data, as well as counts conducted for the City Transportation Master Plan report (January 2005 data) and the Santa Anita Park Specific Plan EIR (March and April 2006 data). KOA will determine the appropriate peak hour volumes to use in our traffic analysis. Additional traffic counts are not included in the scope of services. The scope and fee provided within this proposal are based on the analysis of existing conditions and future conditions with and without traffic that would be generated by the Santa Anita Park Specific Plan project. Based on current economic conditions and the state of this proposed project, it would be valuable to examine the adequacy of operations at the study intersections with and without this potential development. The traffic analysis sub -tasks will include: A. Review the City's latest peak hour turning movement counts, which were conducted in October /November 2009. We will also review and utilize traffic volume volumes (as needed) defined within the City's Transportation Master Plan and data from available recent traffic studies for planned developments in the City. These may include the Westfield Santa Anita Mall expansions and the planned Caruso development known as the Santa Anita Park Specific Plan (if still a viable project to be considered for near -term development). S D P UB \S AKIN S \744 624.2 A -3 B. Create a Synchro analysis model that will include an aerial base map of the approach roadways to each intersection, the posted speed limits, the approach lanes by type and width, and the configurations of the traffic signals. Ideally, field monitoring of traffic flows will be conducted to validate queuing distances at each intersection approach for the traffic analysis. If scheduling of the study and the race season prohibit such monitoring, KOA will coordinate with City staff to review existing conditions queuing output from the Synchro analysis and determine the queuing distances that would be typical for peak conditions on an active race day. C. Prepare LOS calculations for the three project intersections, plus the Santa Anita Avenue /Santa Clara Street intersection, with and without the proposed improvements. We will utilize traffic volumes for the current year and traffic volume projections for the year 2030 (or another future year to be mutually decided upon). D. Analyze the calculated traffic queues between the study intersections along Huntington Drive and at the intersection of Santa Anita Avenue and Santa Clara Street, and assess the impact on intersection operations, corridor synchronization, and the proposed intersection improvements. E. Confirm the need and benefit of the proposed improvements at the three project intersections. Although we will include the Santa Anita Avenue /Santa Clara Street intersection in our Synchro network and subsequent traffic analysis, improvements will not be proposed or analyzed at this intersection. F. Consider other feasible alternatives. KOA will present and discuss our findings with City staff and make our recommendations and advise the City on the best possible solution. We will prepare and analyze up to three alternative schemes for overall comparisons. KOA will present and provide the City with the results of our traffic analysis in a technical memorandum. KOA will also provide the City with Synchro traffic simulation videos of the alternative schemes, which the City can use for presentation purposes. The traffic queue lengths under each scenario will also be summarized in graphics within the technical memorandum. SDPUB \SAKIN S \744624.2 A -4 TASK 4 — PRELIMINARY ENGINEERING KOA will perform preliminary engineering for the project, which will include the necessary research, data collection, and field reviews of the project sites. KOA will obtain available as -built drawings, make observations, and take field notes and photographs, which will be organized into a notebook and provided to the City, if desired. With the landscape architect, Armstrong & Walker Landscape Architecture, KOA will review existing information related to the project, which may include a Master Plan, a Specific Plan, as -built plans, utility plans, aerial photos, and other available data. KOA's team will review the City's requirements and budget, design criteria, applicable standards and regulations, and site opportunities and limitations. Preliminary engineering sub -tasks will also include: A. Prepare up to three conceptual alternatives for the intersections of Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. Each conceptual alternative will include a layout of the proposed intersection improvements at a scale of 1 " =40' for the three project intersections. Potential problems associated with each alternative will be identified. B. For landscape /hardscape improvements, KOA will prepare up to three landscape palettes for the City's consideration. At this stage, KOA will concentrate efforts on plant and hardscape selection to fulfill the City's desire for drought - tolerance requirements and consistency with adjoining landscape improvements on the Huntington Drive corridor. KOA understands the City sees the median island at the Huntington Drive /Colorado Place intersection as a marquee location within the City of Arcadia. The scope will include the re- design and re- landscaping of this entire median. Layouts and sketches will be appropriate for design review and discussion with City staff, prior to development of construction drawings. C. Provide preliminary construction cost estimates for each intersection. D. KOA will meet with the City to discuss the advantages and disadvantages of each conceptual alternative. KOA will recommend a preferred alternative at each intersection and assist the City in selecting a single alternative to be carried through to the construction document phase. Based on recent discussions with the City, it is assumed that pavement and subgrade investigation and structural section recommendation will not be necessary for this SDPUB \SAKIN S \744624.2 A -5 project. KOA will use the City's recommended structural section for our construction documents. Therefore, geotechnical and pavement engineering services will be considered out of scope. TASK 5 — PREPARATION OF CONSTRUCTION DOCUMENTS (DESIGN) The KOA team will perform the necessary civil, traffic, and landscaping design and prepare construction documents for the installation of the proposed improvements at the intersections of Huntington Drive /Santa Anita Avenue, Huntington Drive /Santa Clara Street, and Huntington Drive /Colorado Place. KOA design staff will prepare construction documents for the associated civil and traffic improvements, while Armstrong & Walker Landscape Architecture will prepare construction documents for the landscaping and irrigation improvements. Design sub -tasks will include: A. Prepare construction plans to include the following, in the format and not less than the standards typically required by the City of Arcadia: • Traffic control plans (appropriately phased) • Civil plans • Traffic signal plans • Signing and striping plans • Landscaping and irrigation plans • Street lighting plans It is assumed that storm drain plans will not be needed for this project and therefore they will be considered out of scope. Civil Engineering Desiqn Details The scope of civil improvements included in this fee proposal is based on KOA's review of the City's RFP and their own analysis of the best way to improve these intersections. 1. Santa Anita Avenue and Huntington Drive: The civil improvement plans will include reconfiguration of the median islands on Santa Anita Avenue immediately north and south of Huntington Drive. As a part of our conceptual design, KOA will investigate the efficiency of adding a right turn lane from westbound Huntington Drive onto northbound Santa Anita Avenue. If this is included in the final configuration of the new intersection, then it will be included as a part of KOA's civil improvement scope of work. No other widening /reconfiguration of the curbs on the outside of the roadway or on Huntington Drive is anticipated. SDPUB \SAKINS \744624.2 A -6 2. Santa Clara Street and Huntington Drive: Civil improvement plans will include widening of the northbound section of Huntington Drive to include an additional lane from the intersection at Santa Clara Street to the southern termination point to be determined in our proposed traffic analysis. This widening shall occur on either the west side of Huntington Drive (as is shown in the project RFP), on the east side of Huntington Drive (if the City chooses to acquire ROW from Los Angeles County), or on both sides of Huntington Drive (if the City deems that this is the best scenario for this project). No civil improvements are anticipated on the east -west portion of Huntington Drive or on the north side of this intersection. 3. Colorado Place and Huntington Drive: Civil improvement plans will include modifications to the triangular median island near the heart of the intersection as well as the curb adjacent to the large lawn with the Santa Anita Racetrack monument sign as needed to allow the added capacity improvements at this intersection. Civil improvements are not anticipated on the south or east sides of Huntington Drive at this intersection. Optional Task: If the preliminary engineering task reveals potential traffic conflicts with vehicles exiting the Santa Anita Inn driveway and vehicles traveling westbound on Huntington Drive, KOA's civil improvement plans will also include the relocation of the Santa Anita Inn driveway. Traffic Engineering Design Details As part of the traffic signal design scope, KOA will review the overall traffic signal system for all three project intersections and include equipment upgrades where needed. Traffic signal plans will include the necessary modifications associated with the proposed roadway and striping improvements at the three project intersections. KOA's plans will also include the upgrade of the electrical service for the traffic signals at Huntington Drive /Santa Clara Street and Huntington Drive /Colorado Place, and the replacement of the existing batteries in the traffic signal battery backup systems for all three project intersections. KOA will also design for the installation of a vehicle video detection system at the Huntington Drive /Colorado Place intersection. Landscape Design Details The landscape architecture plans will include the redesign of medians and parkways at the following locations: SDPUB \SAKIN S \744624.2 A -7 1. Medians islands on Santa Anita Avenue on the north and south legs of the intersection. 2. The parkway on the east side of the northbound section of Huntington Drive as required to widen into the County's Arcadia Park. 3. The median island at the Huntington Drive /Colorado Place intersection. 4. Turf replacement within the parkway adjacent to the Santa Anita Racetrack, if required. 5. Turf replacement to accommodate the relocation of the Santa Anita Inn driveway, if required. B. Prepare the technical specifications and bid quantities schedule for the proposed improvements in compliance with the City's usual format. KOA will utilize the latest editions of the Standard Specifications for Public Works Construction ( "Greenbook ") for street work and Caltrans Standard Specifications for traffic signals and roadway striping. C. Prepare a final estimate of probable construction cost based on the bid quantities. KOA will utilize recent available bid price histories to determine appropriate unit prices. D. Prepare and submit signed and stamped Mylars and electronic files to the City. E. Meet and review with City staff, on a regular basis, any red line corrections of submitted plans. KOA will address the City's comments to City's satisfaction. F. Prepare the necessary documents for Construction Storm Water Compliance, if applicable. This task would involve the development of a Storm Water Pollution Prevention Plan ( SWPPP). However, the SWPPP is generally not required, if the project disturbs less than 1 acre of soil, which will likely be the situation for this project. KOA has included this task only as an optional task should it be determined later that a SWPPP is required. KOA will submit construction plans, technical specifications, and construction cost estimates to the City at the 80 %, 100 %, and Mylar plan stages. TASK 6 — UTILITY COORDINATION KOA will conduct utility research and distribute utility notices, in order to obtain critical information on the location of existing utilities within the project area. If potential utility conflicts are discovered, KOA will make appropriate coordination efforts with the affected utility companies. KOA will coordinate with the utility companies for any necessary relocations. SDPUB \SAKIN S \744624.2 A -8 TASK 7 — RIGHT -OF -WAY ACQUISITION AND PERMITS TO ENTER A. KOA will prepare a grant deed and accompanying legal description and plat for new right -of -way to be acquired. At this time, it is assumed these documents will likely be needed along the northbound section of Huntington Drive adjacent to the County's Arcadia Park. B. As an optional task, KOA will prepare a grant deed and accompanying legal description and plat for right -of -way to be acquired along eastbound Huntington Drive between the Huntington Drive /Santa Clara Street intersection and the Huntington Drive /Santa Anita Avenue intersection, where the County Assessor maps and City's current as -built plans indicate the existing right -of -way may be near the curb line of the street. C. KOA will utilize the services of Overland, Pacific & Cutler, Inc. for right -of -way acquisition and to prepare and obtain the "temporary construction permits" or "right of entry" to work on private property, signed by the property owners as necessary. For this project scope, it is assumed that right -of -way acquisition may be needed for the northbound section of Huntington Drive adjacent to the County's Arcadia Park. Based on the anticipated possible roadway improvements, it is assumed that permits to enter ( "right of entry') for construction activities may be needed from the Santa Anita Inn property, the 100 -to -1 Club bar /restaurant property, and the Arcadia Park property. TASK 8 — CONSTRUCTION ENGINEERING The KOA team will provide engineering support services to assist City staff during the construction phase of the project (i.e. activities conducted after final plan approval by the City), which will include the following sub - tasks: A. Provide assistance during the advertisement/bidding period to respond to questions and prepare addendums as needed. KOA will attend the pre -bid meeting, if needed. B. Attend the pre- construction meeting and respond to questions, as needed. C. Provide construction engineering services during the construction period, including clarifying plans and specifications, responding to requests for information, and responding to change order requests due to unforeseen conditions. KOA will evaluate proposed substitutions and change order SDPUB \SAKINS \744624.2 A -9 proposals, and advise the City on the appropriate course of action. KOA will also make site visits and attend meetings in the field or at City Hall as needed. D. If needed, KOA will perform one final walk- through at the completion of construction (but before final acceptance) to determine conformance to the plans and specifications. KOA can prepare a punch list of items to be corrected or completed. E. Provide as -built plans upon completion of construction. F. For the landscaping and irrigation improvements, KOA can attend one walk - through at the completion of the contractor's maintenance period to ensure the landscape and irrigation is complete and in good condition prior to final acceptance. Due to the unknown extent of construction engineering support services that will be needed, KOA proposes to perform these construction engineering services on a time - and- materials basis, but not to exceed the initially established budget for this task. This may help the City realize some potential cost savings, if our construction engineering time and effort end up being relatively minimal. SDPUB \SAKINS \744624.2 A -10 EXHIBIT "B" SCHEDULE OF SERVICES Work shall begin December 21, 2009 and shall continue to September 1, 2010. More specifically tasks shall be completed as follows: Task 1: Project Management /Administration is ongoing, but completed by June 21, 2010 Task 2: Surveying and Right -of -Way Verification shall be complete by January 28, 2010. Task 3: Traffic Analysis shall be complete by February 4, 2010. Task 4: Preliminary Engineering shall be complete by March 19, 2010. Task 5: Preparation of Construction Documents shall be complete by June 21, 2010. Task 6: Utility Coordination shall be complete by May 14, 2010. Task 7: Right -of -Way Acquisition and Permits to Enter shall be complete by September 8, 2010. Task 8: Construction Engineering will be on an "as needed" basis. SDPUB \SAKIN S \744624.2 B -1 EXHIBIT "C" COMPENSATION Total compensation for Tasks 1 through 8 as described in the Scope of Services contained in this Professional Services Agreement shall not exceed a total aggregate sum of is $203,835. Task 1: Project Management not to exceed $10,800 Task 2: Surveying and Right -of -Way Verification not to exceed $21,215 Task 3: Traffic Analysis not to exceed $25,795 Task 4: Preliminary Engineering not to exceed $19,115 Task 5: Preparation of Construction Documents not to exceed $83,000 Task 6: Utility Coordination not to exceed $3,500 Task 7: Right -of -Way Acquisition and Permits to Enter not to exceed $27,810 Task 8: Construction Engineering not to exceed $12,600 The City of Arcadia will withhold the final payment for any task or combination of tasks until such time as it is determined by the City that the said task is complete pursuant to the attached Scope and to the level of quality and detail normally acceptable to the City (past projects to be the basis for judgment). SDPUB \SAKINS \744624.2 C -1