Loading...
CONTRACT 3776 CLOSED3776•,,, PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND KOA CORPORATION This AGREEMENT is entered into this day of , 20 by and between the CITY OF EL SEGUNDO, a municipal corporation and general law city ( "CITY ") and KOA CORPORATION, a California Corporation ( "CONSULTANT "). 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 nine thousand nine hundred dollars ($9900) 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 `B," 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. -1- 3776•,. 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 `B ") 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. A. CITY's city manager ( "Manager ") may determine, at the Manager's sole discretion, that CONSULTANT must perform additional work ( "Additional Work ") to complete the Scope of Work. If Additional Work is needed, the Manager will give written authorization to CONSULTANT to perform such Additional Work. B. If CONSULTANT believes Additional Work is needed to complete the Scope of Work, CONSULTANT will provide the Manager with written notification that contains a specific description of the proposed Additional Work, reasons for such Additional Work, and a detailed proposal regarding cost. C. Payments over $10,000.00 for Additional Work must be approved by CITY's city council. All Additional Work will be subject to all other terms and provisions of this Agreement. 7. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT agrees that it has: i. Carefully investigated and considered the scope of services to be performed; ii. Carefully considered how the services should be performed; and iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. 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 apparent conditions there existing, before commencing the services -2- YY6•..i 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 29, 2007 to September 30, 2008. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Completion of the work specified in Exhibit "A "; B. Termination as stated in Section 16. 9. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: i. CONSULTANT furnishes proof of insurance as required under Section 23 of this Agreement; and ii. 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. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond CONSULTANT's control, CITY may grant a time extension for the completion of the contracted services. If delay occurs, CONSULTANT must notify the Manager within forty -eight hours (48 hours), in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. The Manager will extend the completion time, when appropriate, for the completion of the contracted services. 11. 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 (check all that apply): A. ® Exhibit A: Scope of Work; B. ® Exhibit B: Budget; and C. ® Exhibit C: Proposal for Services. 12. 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 -3- X7%6 - . . il 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. 13. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 14. 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. 15. 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. 16. 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. Notice will be in writing at least thirty (30) days before the effective termination date. 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" 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. go 17. 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. 18. 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. 19. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, 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 to the extent resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. -5- 3776 . , D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 23, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 20. 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. 21. 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 is it 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. 22. 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. 23. 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 (check all that apply): Type of Insurance ® Commercial general liability: ® Professional Liability ® Business automobile liability ® Workers compensation Limits $1,000,000 $1,000,000 $1,000,000 Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of M 31 7 6 - a ISO -CGL Form No. CG 00 01 1185 or 88. 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. Such endorsement must be reflected on ISO Form No. CG 20 10 1185 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable except upon thirty (30) days prior written notice to CITY except for ten (10) day prior written notice for non- payment of premium. CONSULTANT must provide thirty (30) days written notice to CITY before implementing a reduction of limits or material change of insurance coverage as specified herein. 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 0106 92, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement 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 16. 24. 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. 25. 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. -7- 3776. 26. 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: Bob Cheung, Senior Transporations Planner KOA Corporation 1055 Corporate Center Dr., Suite 300 Monterey Park, CA 91754 Attention: Bob Cheung If to CITY: Dan Garcia, Assistant City Engineer City of El Segundo 350 Main Street El Segundo, CA 90245 Attention: Dan Garcia 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. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. 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. 29. 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. 30. 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. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are Two (2) Attachments to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. In 3776•.. 33. 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 whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against either Party. 34. 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. 35. 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. 36. ACCEPTANCE OF FACSIMILE 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 facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. 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. 40. 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] in 776•At4_ai IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EG O KO Corporation Jeff t Jo Falter Ci anager C of Operating Officer ATTEST: Cindy Mor r City Clerk - APPROVED A MARK D. H By: f Karl H. Berger, City Attorney -10- Taxpayer ID No. CJ�_ y �0 S�L/ ,i KOA CORPORATION ' PLANNING & ENGINEERING November 26, 2007 Daniel R. Garcia City of El Segundo 350 Main Street El Segundo, Ca 90245 EXHIBIT A,B & C 1055 Corporate Center Dr., Suite 300 Monterey Park, CA 91754 t: 323.260.4703 f: 323.260.4705 www. koacorporati on.com Subject: Traffic Study Proposal for El Segundo Unified School District - Traffic Consultation KOA Proposal Number MA71325 Dear Mr. Garcia, Thank you for considering KOA as your traffic consultant. As we understand, the City of El Segundo and El Segundo Unified School District (ESUSD) are concerned about traffic congestion and safety as it relates to school drop -off and pick -up at three existing school sites. The three school sites are: • Ell Segundo Middle School • Center Street Elementary School • Richmond Street Elementary School KOA has performed numerous traffic studies for LAUSD and are very familiar with issues pertaining to traffic congestion and safety. Per our recent discussion, KOA has prepared the following scope of work and associated fee to provide traffic/transportation consulting services. Should you have any questions during your review of the enclosed proposal, please contact me or Bob Cheung at 323- 260 -4703. S'ncerely, Joel Falter Chief Operating Officer jFaiter@KOACorporation.com LOS ANGELES OAKLAND ONTARIO ORANGE COUNTY SAN DIEGO KOA CORPORATION PLANNING & ENGINEERING PROPOSED SCOPE OF WORK TASK 1: COORDINATION WITH CITY AND ESUSD Prior to the start of the traffic study, KOA will contact City and ESUSD staff to coordinate on the details of the traffic study. The scope and methodology will be refined prior to performing the technical analysis. TASK 2: DATA COLLECTION KOA anticipates data collection at the three school sites during morning drop -off and afternoon pick -up peak periods. The data would include but not limited to: • Traffic volumes (trip entering and e)iting) • Traffic Queueing • Delay KOA will also collect data on physical geometry of the drop - off /pick -up areas such as number of lanes, storage area, roadway width, and parking spaces (if applicable). TASK 3: EXISTING TRAFFIC CONDITIONS KOA will summarize the traffic data collection effort and based on the traffic counts, traffic queueing and delay observed, a summary of existing conditions will be prepared. The summary is envisioned to be in tabular format which will present traffic flow by time, volume and queueing. The summary will also identify problematic areas based on results from Task 2. TASK 4: SITE DESIGN REVIEW AND ANALYSIS KOA will obtain current site plans and review design features pertaining to the drop - off /pick -up areas. Based on the results from Tasks 2 and 3, KOA will identify opportunities and constraints to improve traffic circulation in and around the three school sites. ESUSD - Traffic Consultation November 26, 2007 Page 2 of 6 KOA CORPORATION ' PLANNING & ENGINEERING TASK 5: DOCUMENTATIONIMEETINGS KOA will prepare one (1) draft report for review by client and City staff. Based on comments received, KOA will prepare one (1) final report. Products from this task may include schematic drawings representing proposed improvements. For the purpose of budget estimation, three staff -level meeting has been include in- person meetings with either City staff or client, attendance at Additional meetings can be attended on a as- need /time -and- material basis. ESUSD -Traffic Consultation November 26, 2007 Page 3 of 6 assumed. The three meetings will public meetings and teleconferences. FWKOA CORPORATION PLANNING & ENGINEERING TERMS AND CONDITIONS OUT OF SCOPE WORK Services rendered for out —of —scope work will be billed based on a negotiated maximum fee basis. Out —of —scope work includes: • Requests by the Client, City, County, or any other entity for items not covered in work program tasks described in this proposal. • Extra work effort required due to changes in the project description after KOA starts work. • Extra work effort required of KOA in order to expedite the overall schedule or City's /County's plan checking time other than the normal City /County process. • Presentations at public meetings to community groups, City Council, or any Commission. • Supplemental traffic counts beyond those in our scope of services. • Preparation of civil plans and traffic signal improvement plans. • Preparation, processing and payment of agency review fees. • Preparation of change orders. EXCLUSIONS The following exclusions describe situations that we frequently encounter that result in the need for extra work and additional compensation: Attendance at additional meetings, except as specifically indicated in the Scope of Services will be considered as additional work and billed accordingly. A change in the approach to the analysis, or neighboring jurisdictions involvement, or agency requirements roadway configuration or curb line changes requested after the plans are initiated may result in the need for extra work to revise completed designs, conduct additional field research, or supplement base mapping. SCHEDULE Upon receiving an executed agreement and the necessary supporting datalinformation, KOA will complete the draft traffic report within approximately four to six weeks. Due to the impending holiday period, KOA anticipates the start of work in mid January of 2008. Subsequent revisions will be done within approximately two weeks after receiving comments. Preparation of other required analyses outside /beyond our work scope will be discussed with the Client and done within a mutually - agreeable timeframe. FEE ESTIAM TE KOA will perform the work specified in the work scope above for the lump -sum fixed fee of $9,900. This lump sum amount 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 plan approval. Any additional ESUSD - Traffic Consultation November 26, 2007 Page 4 of 6 r KOA CORPORATION PLANNING & ENGINEERING services requested after plan approval will be considered as extra work and those fees will be negotiated prior to start of work and secured in writing. If the work 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'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. 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. Final payment is due upon completion of the traffic study report. TERMINATION The Client or KOA may terminate this agreement by giving the other party ten 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. INSURANCE KOA is fully able to meet the insurance requirements of this project. The firm has coverage in the following areas: Professional Liability ($1 million per claim, $2 million aggregate), Automobile Liability ($2 million) and General Liability ($5 million). Our Worker's Compensation coverage meets the insurance requirements of California State law. INDEMNIFICATION KOA and the Client mutually agree to the fullest extent permitted by law, to indemnify and hold each other harmless from any and all damage, liability or cost, including reasonable attorney's fees and cost of defense arising from their own negligent acts, errors, and omissions in the performance of their services under this agreement, to the extent that each party is responsible for such damages, liabilities, and costs on a comparative basis of fault. ESUSD - Traffic Consultation November 26, 2007 Page 5 of 6 M-1 KOA CORPORATION PLANNING & ENGINEERING PROJECT MANAGER Our proposed Project Manager for this project is Mr. Bob Cheung., but may be subject to change. Client will be noted as soon as possible should change in project manager occurs. AUTHORIZA77ON The signature below indicates acceptance of this proposal and authorization to proceed. Please return this form together with a copy of the complete proposal to our office. Should you have any questions about this proposal or require additional information, please contact Bob Cheung at (323) 260 -4703. Sincerely, �oel Falter Chief Operating Officer KOA ESUSD - Traffic Consultation November 26, 2007 Page 6 of 6 We have carefully reviewed this proposal and hereby authorize KOA to commence work as indicated Within the terms and conditions of this proposal. Signature Name (Please Print) Title (Please Print)