CONTRACT 6208 Professional Services Agreement CLOSEDAgreement No. 6208
PROFESSIONAL SERVICES AGREEMENT
FOR DESIGN SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
KOA CORPORATION
ENG 22-12: ENGINEERING SERVICES FOR SMOKY
HOLLOW ON -STREET PARKING PILOT PROJECT
This AGREEMENT is entered into this 4th day of November, 2021, by and between the
CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and KOA
CORPORATION, a California Corporation ("CONSULTANT"). The parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed Twenty Four Thousand, Nine Hundred Fifty One dollars ($24,951) for
CONSULTANT's services. CITY may modify this amount as set forth below.
Unless otherwise specified by written amendment to this Agreement, CITY will
pay this sum as specified in the attached Exhibit "A," which is incorporated by
reference.
2. SCOPE OF SERVICES,.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which is
incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except
as herein otherwise expressly specified to be furnished by CITY, necessary or
proper to perform and complete the work and provide the professional services
required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT will use
the appropriate generally accepted professional standards of practice existing at the time of
performance utilized by persons engaged in providing similar services. CITY will continuously
monitor CONSULTANT's services. CITY will notify CONSULTANT of any deficiencies and
CONSULTANT will have fifteen (15) days after such notification to cure any shortcomings to
CITY's satisfaction. Costs associated with curing the deficiencies will be borne by
CONSULTANT.
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Agreement No. 6208
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and hourly
rates for each personnel category and reimbursable costs (all as set forth in Exhibit "A") the
tasks performed, the percentage of the task completed during the billing period, the cumulative
percentage completed for each task, the total cost of that work during the preceding billing
month and a cumulative cash flow curve showing projected and actual expenditures versus time
to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will
cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK. N/A,
7. FAMILIARITY WITH WORK. By executing this Agreement, CONSULTANT agrees that it
has:
A. Carefully investigated and considered the scope of services to be performed;
B. Carefully considered how the services should be performed; and
C. Understands the facilities, difficulties, and restrictions attending performance of
the services under this Agreement.
If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will
investigate the site and is or will be fully acquainted with the conditions there existing, before
commencing the services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at CONSULTANT's own risk
until written instructions are received from CITY.
8. TERM. The term of this Agreement will be from November 15, 2021 to June 30, 2022,
unless otherwise terminated pursuant to Section 15.
9. TIME FOR PERFORMANCE,
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement; and
CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement
supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved
in the order in which the Exhibits appear below:
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Agreement No. 6208
A. Exhibit A: Scope of Work and Fee Proposal
11. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in the
services will be determined in accordance with written agreement between the parties.
12. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and maintain
during the term of this Agreement, all necessary permits, licenses, and certificates that may be
required in connection with the performance of services under this Agreement.
14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
15. TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
with or without cause.
B. CONSULTANT may terminate this Agreement at any time upon thirty days'
written notice.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT's own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination, not to
exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
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Agreement No. 6208
16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's
property. CONSULTANT may retain copies of said documents and materials as desired but will
deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's completed work product, for purposes other than identified in this Agreement,
or use of incomplete work product, is at CITY's own risk.
17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under
this Agreement, no copies, sketches, or graphs of materials, including graphic art work,
prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or
public CITY without CITY's prior written approval. All press releases, including graphic display
information to be published in newspapers or magazines, will be approved and distributed solely
by CITY, unless otherwise provided by written agreement between the parties.
18. INDEMNIFICATION. This Agreement contemplates that CONSULTANT will act both as a
design professional (as defined by Civil Code § 2782.8) and for other management services.
Accordingly, CONSULTANT agrees to provide indemnification as follows:
A. CONSULTANT must save harmless, indemnify and defend CITY and all its
officers, employees and representatives from and against any and all suits,
actions, or claims, of any character whatever, brought for, or on account of,
any injuries or damages sustained by any person or property arising from,
pertaining to, or relating to the negligence, recklessness, or willful
misconduct of CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives. CONSULTANT's duty to defend consists of
reimbursement of defense costs incurred by CITY in direct proportion to the
CONSULTANT's proportionate percentage of fault. CONSULTANT's percentage
of fault will be determined, as applicable, by a court of law, jury or arbitrator. In
the event any loss, liability or damage is incurred by way of settlement or
resolution without a court, jury or arbitrator having made a determination of the
CONSULTANT's percentage of fault, the parties agree to mediation to determine
the CONSULTANT's proportionate percentage of fault for purposes of
determining the amount of indemnity and defense cost reimbursement owed to
the CITY; CONSULTANT and CITY must each pay half the mediator's fees.
Notwithstanding the above, in the event one or more defendants to a Claim is
unable to pay its share of defense costs due to bankruptcy or dissolution of the
business, the CONSULTANT must meet and confer with the CITY regarding
unpaid defense costs.
B. Defense For All Non -Design Professional Liabilities. Notwithstanding the
foregoing and without diminishing any rights of the CITY under subsection A, for
any liability, claim, demand, allegation against CITY arising out of, related to, or
pertaining to any act or omission of CONSULTANT, but which is not a design
professional service, CONSULTANT must defend, indemnify, and hold harmless
Indemnitees from and against any and all damages, costs, expenses (including
reasonable attorneys' fees and expert witness fees), judgments, settlements,
and/or arbitration awards, whether for personal or bodily injury, property damage,
or economic injury, to the extent that they arise out of, pertain to, or relate to the
negligence, recklessness, or willful misconduct of the CONSULTANT.
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Agreement No. 6208
C. For purposes of this section "CITY" includes CITY's officers, officials, employees,
agents, representatives, and certified volunteers.
D. It is expressly understood and agreed that the foregoing provisions are intended
to be as broad and inclusive as is permitted by the law of the State of California
and will survive termination of this Agreement.
The insurance coverage to be maintained by CONSULTANT as required by Section 22, will not
limit the liability of CONSULTANT hereunder. The provisions of this section will survive the
expiration or earlier termination of this Agreement.
19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will
act as an independent contractor and will have control of all work and the manner in which it is
performed. CONSULTANT will be free to contract for similar service to be performed for other
employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY
and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY
provides for its employees. Any provision in this Agreement that may appear to give CITY the
right to direct CONSULTANT as to the details of doing the work or to exercise a measure of
control over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect
to all services and matters covered under this Agreement. CITY will have free access at all
reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least three (3) years
after termination or final payment under this Agreement.
22. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times
this Agreement is effective, CONSULTANT will procure and maintain the
following types of insurance with coverage limits complying, at a minimum, with
the limits set forth below:
Type of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
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Limits
$2,000,000
$1,000,000
$1,000,000
Statutory requirement
Agreement No. 6208
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88, or equivalent. The amount of
insurance set forth above will be a combined single limit per occurrence for bodily
injury, personal injury, and property damage for the policy coverage. Liability
policies will be endorsed to name CITY, its officials, and employees as
"additional insureds" under said insurance coverage and to state that such
insurance will be deemed "primary" such that any other insurance that may be
carried by CITY will be excess thereto. CITY's additional insured status will
apply with respect to liability and defense of suits arising out of CONSULTANT's
acts or omissions. Such insurance will be on an "occurrence," not a "claims
made," basis and will not be cancelable or subject to reduction except upon thirty
(30) days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement and will cover
CONSULTANT for all claims made by CITY arising out of any errors or omissions
of CONSULTANT, or its officers, employees or agents during the time this
Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY valid Certificates of Insurance evidencing
maintenance of the insurance required under this Agreement, a copy of an
Additional Insured endorsement confirming CITY has been given Insured status
under the CONSULTANT's General Liability policy, and such other evidence of
insurance or copies of policies as may be reasonably required by CITY from time
to time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of "A:VII."
F, Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at CONSULTANT's
expense and deduct the cost of such insurance from payments due to
CONSULTANT under this Agreement or terminate pursuant to Section 15.
23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval
to use any consultants while performing any portion of this Agreement. Such approval must
approve of the proposed consultant and the terms of compensation.
24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on
the project, which will include a schedule update and a short narrative description of progress
during the past month for each major task, a description of the work remaining and a description
of the work to be done before the next schedule update.
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Agreement No. 6208
25. NOTICES. All communications to either party by the other party will be deemed made when
received by such party at its respective name and address as follows:
If to CONSULTANT:
KOA Corporation
1100 Corporate Center Drive, Suite 201
Monterey Park, CA 91754
Attention: Giuseppe Canzonieri
Phone: 323-260-4703
Email: gcanzonieri@koacorp.com
If to CITY -
City of El Segundo
350 Main Street
El Segundo, CA
Attention: Lifan Xu
Phone: 310-524-2368
Email: Ixu@elsegundo.org
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices
are to be given by giving notice in the manner prescribed in this paragraph.
26. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and
regulations including, without limitation, CITY's conflict of interest regulations.
27. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, 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 CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
28. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is generally
for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any other party.
There will be no incidental or other beneficiaries of any of CONSULTANT's or CITY's
obligations under this Agreement.
29. INTERPRETATION. This Agreement was drafted in and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
30. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and
local laws applicable to this Agreement.
31. ENTIRE AGREEMENT. This Agreement, and its Exhibits, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is one Exhibit to this Agreement. This Agreement
will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
32. RULES OF CONSTRUCTION. Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
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Agreement No. 6208
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
33. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
34. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action
has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager, or designee, may execute any such amendment on behalf of CITY.
35. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this Agreement,
agreements ancillary to this Agreement, and related documents to be entered into in connection
with this Agreement will be considered signed when the signature of a party is delivered by
electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature will be treated
in all respects as having the same effect as an original signature.
36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
37. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
38. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
39. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents
that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to
perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
[Signatures on next page]
City of El Segundo PSA for Design Services
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Agreement No. 6208
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY OF EL SE UNDO
lis Sa soon,
Director of Public Works
ATTEST:
Tra WV19v
Ci 1CC
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
By:
.Joan in Vazquez,������
Laity City Attorney
Insurance Reviewed by:
Hank Lu,
Risk Manager
City of El Segundo PSA for Design Services
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KOA CORPORATION
Name: Min Zhou
Title: President / CEO
Taxpayer ID No. 95-4515908
Agreement No. 6208
EXHIBIT A
1100 Corporate Center Drive, Suite 201, Monterey Park, CA 91754
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MONTEREY PARK
October 5, 2021
Paul Samaras
City of El Segundo
350 Main Street
El Segundo, CA 90245
Subject: Engineering Services Proposal for Smoky Hollow On -Street Parking Pilot Project
Dear Mr. Samaras,
KOA Corporation (KOA) is pleased to submit the enclosed proposal to provide engineering services for
the Smoky Hollow On -Street Parking Pilot Project in the City of El Segundo. The engineering services
include the preparation of conceptual design alternatives and cost estimates. The enclosed proposal
presents our scope of work, fee estimate, and schedule.
SCOPE OF WORK
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Pilot Street Selection
KOA will review the recommendations in the Smoky Hollow Specific Plan and work with the City of El
Segundo staff to determine the most appropriate streets for the pilot project based on the previous
conceptual designs and the intended application of head -in parking and not back -in parking as had been
considered in the past. The final roadway selections will include two adjacent north -south roadways, with
a segment included immediately north of Franklin Avenue and a segment included immediately south of
Franklin Avenue. Four total segments will therefore be included. We will attend up to two (2) meetings
with City staff to discuss our recommendations.
Records Research
KOA will work with the City to obtain record drawings and documents relevant to the project locations.
Record drawings and documents can include, but are not limited to existing improvement plans,
topographic maps, centerline ties, corner records, as -built plans, utility plans, etc. We will send our request
for record drawings and documents through the City's Project Manager.
Field Review/Site Evaluation
Upon receipt of available as -built records from the City, we will visit the project site to verify and
document existing conditions. We will investigate and verify existing roadway geometry, signing and
striping, power poles, cabinets, fire hydrants, etc. KOA will send a team of experienced and knowledgeable
civil engineers to the project site to fully evaluate the existing conditions.
Base Plan Preparation
Upon completion of our field review we will prepare accurate base plans. The base plan will show existing
centerlines, curb, gutter, right-of-way, curb ramps, driveways, pavement delineations, markings, roadside
signs, traffic signal equipment, pull boxes, conduit, utility manholes/valves, and all other information that
was documented during our field review.
Agreement No. 6208
1100 Corporate Center [give, Suite 201 Monterey Park CA 91754
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Conceptum Design tternethies
KOA will prepare up to two (2) conceptual design alternatives and one (1) revision of each alternative for
the selected streets. We will be looking at the proposed improvements from a variety of perspectives
including, but not limited to safety, functionality, and constructability. The conceptual design plans will be
prepared at 1"=40' scale and will show existing/proposed street improvements and existing/proposed
signing and striping improvements.
Public Outreach
KOA will prepare for and attend one (1) public outreach meeting, to be hosted by the City at City Hall or
another public facility such as the library. KOA will create the meeting invites, but it is assumed that the
City will conduct the mailing to a list defined by the City. It is also assumed that the outreach meeting will
be two hours in length. KOA will create a presentation that includes project background and parking
concept designs. KOA will share a copy of the presentation for review by the City in advance of the
meeting. We will also prepare up to (2) 24"x36" presentation boards with the conceptual designs for
public display.
Cost Estimates
KOA will prepare and submit a cost estimate for each conceptual design alternative and revisions. Each
cost estimate we prepare will include the following three (3) options:
1. Basic pilot project
2. Option 1 + Temporary landscaping improvements
3. Option 2 + Final improvements (roadway rehabilitation, curb, gutter, sidewalks, high -visibility
crosswalks, etc.)
ESTIMATEFEE
KOA Corporation will perform the work specified in the scope above based on the time and materials fee
not to exceed $24,951.00 as shown below:
Agreement No. 6208
1100 Corporate Center Drive, Suite 201Monterey Park, CA 91754
MONTEREY PARK .I10 J&11 )1� PoA
The budget is based upon the work scope and level of effort presented above and includes the cost of all
related technical and administrative services. The work scope is considered complete upon submittal of
the final documents by KOA. Any additional services requested after study submittal will be considered as
extra work and those fees will be negotiated prior to start of work and secured in writing.
If the work described within this letter is not authorized in 30 days, if changes occur in the work scope or
level of effort, or if our work is suspended for more than 180 days due to any circumstances beyond KOA
Corporation's control, we reserve the right to revise the work scope, budget and schedule to reflect
current conditions. Such revisions will be effected through mutually agreed upon amendments or
modifications to this agreement.
The proposal is valid for 30 days and is subject to a 5% annual adjustment. Also, any individual tasks that
are not authorized within 30 days of the date of this proposal are also subject to fee adjustments.
If any additional services and or change/modifications to Consultant's scope of services are proposed by
Client, KOA shall, upon receipt of such written change or modification, determine the impact on both time
and compensation and notify Client in writing. Upon agreement between Client and KOA 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 Client and Consultant shall constitute the Consultant's
notice to proceed with the changed scope.
STAFFING
Giuseppe Canzonieri, P.E., will be the Project Manager for this project. If you have any questions about this
proposal and our scope of services, please contact him at (323) 260-4703 or via email at
gcanzonieri@koacorp.com.
INVOICING
Invoices will be submitted monthly, based upon our estimated percentage of completion. Accounts are
past due after 30 days. All work will be immediately stopped if any invoice is unpaid for 60 days or more,
and such delinquent invoice payments may be subject to a late payment penalty of 1.5 percent per month
and/or turned over to a collections agency at our discretion.
ATTORNEY'S FEES
In the event that legal action is necessary to enforce the payment terms of this agreement, KOA shall be
entitled to collect from the client any judgment or settlement sums due plus reasonable attorney's fees,
court costs and other expenses incurred by KOA for such collection action and, in addition, the reasonable
value of the KOA's time and expenses spent for such collection action, computed according to the KOA's
prevailing fee schedule and expense policies.
TERMINATION
The Client or KOA may terminate this agreement by giving the other party seven days written notice of
such termination. KOA shall receive fee payments from the Client proportionate to the services completed
as of the date of termination. The Client will be entitled to receive deliverables at the level of completion
relative to the fee payments received by KOA. All outstanding valid invoices shall be paid to KOA. The
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Agreement No. 6208
1100 Corporate Center Drive, Suite 201, Monterey Park, CA 91754
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client shall within thirty (30) calendar days of termination pay KOA for all services rendered and all costs
incurred up to the date of termination, in accordance with the compensation provisions of this contract.
CONSEQUENTIAL DAMAGES
Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any
consequential damages incurred due to the fault of the other party, regardless of the nature of this fault
or whether it was committed by the Client or KOA, their employees, agents, sub -consultants or
subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit.
Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject
to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by
either party. The Client and KOA shall endeavor to resolve claims, disputes and other matters in question
between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance
with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect.
Request for mediation shall be filed in writing with the other party to this Agreement. The parties shall
share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the
project is located, unless another location is mutually agreed upon. Agreements reached in mediation
shall be enforceable as settlement agreements in any court having jurisdiction thereof.
LIMITATION IY
In recognition of the relative risks and benefits of the project to both the Client and the Consultant, the
risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the
liability of KOA to the Client and to all construction contractors and subcontractors on the project for any
and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or
causes, so that the total aggregate liability of KOA to all those named shall not exceed $50,000, KOA's
total fee for services rendered on this project, whichever is greater. Such claims and causes include, but
are not limited to negligence, professional errors or omissions, strict liability, breach of contractor
warranty.
WORK SCH EDU L
Upon receiving an executed agreement KOA will coordinate with the Client to develop a schedule that is
mutually agreed upon.
Please note that KOA cannot be held responsible for the time required by the City, utility companies,
and/or other agencies responsible for processing or reviewing the plans and responding to our requests
for record plans and information.
KOA is not responsible for delays caused by factors beyond KOA's reasonable control, including but not
limited to delays because of strikes, lockouts, work slowdowns or stoppages, accidents, acts of God, failure
of any governmental or other regulatory authority to act in a timely manner, failure of the Client to furnish
timely information or approve or disapprove of the KOA's services or work product promptly, or delays
caused by faulty performance by the Client or by contractors of any level. When such delays beyond
KOA's reasonable control occur, the Client agrees the KOA is not responsible for damages, nor shall KOA
be deemed to be in default of this Agreement.
Agreement No. 6208
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The laws of the State of California will govern the validity of this Agreement, its interpretation and
performance. Any litigation arising in any way from this Agreement shall be brought in the courts of that
AUTHORIZATION
A professional service agreement shall be prepared and executed prior to work.
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KOA Corporation
Giuseppe S.[anznniaiPE
Agreement No. 6208