CONTRACT 5184 CLOSEDAgreement No. 5184
CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF EL SEGUNDO AND
KIMLEY -HORN AND ASSOCIATES, INC.
This AGREEMENT is entered into thisAth day of August, 2016, by and between the
CITY OF EL SEGUNDO, a general law city and municipal corporation ( "CITY ") and
KIMLEY -HORN AND ASSOCIATES, INC., a North Carolina 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 ten thousand one hundred dollars ($10,100) 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 `B," which is
incorporated herein.
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. 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.
Page 1 of 14
Agreement No. 5184
4. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public
official subject to the Political Reform Act of 1974 for purposes of this Agreement.
CONSULTANT agrees and warrants that it has no financial interests which may be materially
affected by the project for which the Traffic Evaluation, as specified in the SERVICES, is being
prepared. Such financial interests may include, without limitation, interests in business entities,
real property, or sources of income exceeding $500 received within the past year.
CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political
Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without
limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in
order to determine whether any conflict of interest would require CONSULTANT to refrain
from performing the SERVICES or in any way attempting to use its official position to influence
the governmental decisions underlying the subject environmental clearances.
5. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT represents that CONSULTANT
has
i. Thoroughly 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 represents 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.
C. Although CITY has a duty to the public to independently review any
environmental document, including, without limitation a negative declaration or
draft EIR, prepared by CONSULTANT, that duty to the public, or the breach
thereof, will not relieve CONSULTANT of its duties under this Section or any
representation provided by CONSULTANT in this Agreement.
6. KEY PERSONNEL.
A. CONSULTANT's key personnel assigned to perform work under this Agreement
and their level of responsibility are as follows:
Name lwitle'l espopswiibi -_ltd Company
2
Agreement No. 5184
Serine Ciandella, Vice President - Traffic Kimley -Horn and Associates
AICP
B. The resume of each of the individuals identified in this Section are attached to this
Agreement in Exhibit "C," and incorporated by reference.
C. In the event CITY objects to the continued involvement with this Agreement by
any of the persons listed in this Section, CONSULTANT agrees that it will
replace such persons with individuals that are agreed to by CITY.
7. TERM. The term of this Agreement will be from August 1, 2016 to December 31, 2016.
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 `B ";
B. Termination as stated in Section 15.
8. TIME FOR PERFORMANCE. CONSULTANT will not perform any work under this
Agreement until:
A. CONSULTANT furnishes proof of insurance as required by this Agreement; and
B. CITY gives CONSULTANT a written Notice to Proceed.
C. 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.
9. 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 CITY 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. CITY may, but is not required to, extend the completion time, when
appropriate, for the completion of the contracted services.
10. 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.
11. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
"c1
Agreement No. 5184
12. 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.
13. PROJECT COORDINATION AND SUPERVISION.
A. Serine A. Ciandella will be assigned as Principal and will be responsible for job
performance, negotiations, contractual matters, and coordination with CITY's
Project Manager.
B. Gregg McClain will be assigned as CITY's Project Manager and will be
personally in charge of and personally supervise or perform the technical
execution of the Project on a day -to -day basis on behalf of CITY and will
maintain direct communication with CONSULTANT's Project Director.
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. Notice of termination will be in writing.
B. CONSULTANT may terminate this Agreement at any time with CITY's mutual
consent. Notice will be in writing at least thirty (30) days before the effective
termination date.
C. 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).
D. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
E. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
2
Agreement No. 5184
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
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.
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 (including reasonable attorney's fees), 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 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, except for such
loss or damage arising from CITY's sole negligence, active negligence
or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, reasonable attorney's fees),
injuries, or liability, to the extent resulting from CONSULTANT's
negligence or other wrongful conduct, arising out of this Agreement,
or its performance, except for such loss or damage arising from
CITY's sole negligence, active negligence or willful misconduct.
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.
5
Agreement No. 5184
iii. Exclusion for CEQA Actions. Notwithstanding the foregoing,
CONSULTANT need not indemnify, defend, or hold CITY harmless in
CEQA actions initiated pursuant to Public Resources Code §§ 21167 and
21168 where CONSULTANT's work may form the basis of a lawsuit.
However, should CONSULTANT's work, as contemplated by this
Agreement, contain errors or omissions that results in an adverse ruling
against CITY, CONSULTANT agrees to indemnify and hold CITY
harmless to the extent provided for in Section 18(A)(i).
B. For purposes of this section "CITY" includes CITY's officers, officials and
employees,
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 22, 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.
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 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.
21. AUDIT OF RECORDS.
A. CONSULTANT agrees that CITY, or designee, has the right to review, obtain,
and copy all records pertaining to the performance of this Agreement.
CONSULTANT agrees to provide CITY, or designee, with any relevant
information requested and will permit CITY, or designee, access to its premises,
upon reasonable notice, during normal business hours for the purpose of
interviewing employees and inspecting and copying such books, records,
accounts, and other material that may be relevant to a matter under investigation
for the purpose of determining compliance with this Agreement. CONSULTANT
G1
Agreement No. 5184
further agrees to maintain such records for a period of three (3) years following
final payment under this Agreement.
B. Upon inspection, CONSULTANT will promptly implement any corrective
measures required by CITY regarding the requirements of this Section.
CONSULTANT will be given a reasonable amount of time to implement said
corrective measures. Failure of CONSULTANT to implement required corrective
measures will result in immediate termination of this Agreement.
C. CONSULTANT will keep all books, records, accounts and documents pertaining
to this Agreement separate from other activities unrelated to this Agreement.
22. INSURANCE.
X, Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT must procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Tvt)c of Insurance
Commercial general liability:
Professional Liability
Business automobile liability
Workers compensation
Limits (ccoinbined tngL '
$1,000,000
$1,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
ISO -CGL Form No. CG 00 01 11 85 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. Commercial General
Liability policy 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 11 85 or 88. 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. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
D. 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 maintain the
insurance in effect for a period of three (3) years after this Agreement expires or
is terminated ( "extended insurance "). Such extended insurance will have the same
7
Agreement No. 5184
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.
E. CONSULTANT will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, 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.
23. USE OF CONSULTANT. 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.
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:
CITY_
Gregg McClain, Planning
Manager
City of El Segundo Planning & Bldg. Dept.
350 Main Street
El Segundo, CA 90245 -3813
Phone 310 524 -2340
of g
CONSULTANT
Serine A. Ciandella
Vice President
Kimley -Horn and Associates, Inc.
765 The City Drive #200
Orange, CA 92868
Phone: 714-939-1030
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. 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
Agreement No. 5184
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.
27. 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.
28. 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 or in the Federal District Court in the District of
California in which Los Angeles County is located.
29. 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 three (3) 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.
30. 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:
A. Exhibit A: Budget;
B. Exhibit B: Proposal for Services /Scope of Work; and
C. Exhibit C: Resumes.
31. 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.
32. 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.
33. 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
E
Agreement No. 5184
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's city manager, or designee, may execute any such amendment on behalf of CITY.
34. 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.
35. COVENANTS AND CONDITIONS. The parties agree that all of the provisions hereof
will be construed as both covenants and conditions, the same as if the words importing such
covenants and conditions had been used in each separate paragraph.
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. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, war, embargo, government action, civil or military authority, the natural elements, or
other similar causes beyond the Parties' control, then the Agreement will immediately terminate
without obligation of either party to the other.
38. TIME IS OF ESSENCE. Time is of the essence to comply with dates and schedules to be
provided.
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 agency.
[Signatures on next page]
01
Agreement No. 5184
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
KIMLEY -HORN & ASSOCIATES, INC.
gr. Serine A. Ciandella, AICP
Vice- President
ATTEST:
Tracy Weav ,
City Clerk Taxpayer ID No. 27- 2828997
AI''FR V . O AS TO FORM:
�. 1 for
Mark D. Hensl
City Attorney
PAPlanning & Building Safetyl0 Planning - O1d\Consultant Ping Services\Environmental Consultants \EcoTierraConsulting\LA
Lakers\PSA Striping Plan Review Kimley -Horn and AssoclatesLA Lakers08012016.doc
11
Agreement No. 5184
Exhibit "A"
Budget
12
Agreement No. 5184
Kimley> »Horn
• Using the traffic analysis conducted for the Lakers Headquarters project, determine the peak hour
volumes of traffic estimated to enter and exit the Lakers Headquarters driveway on Mariposa
Avenue, and the opposing through traffic flows on Mariposa Avenue, and prepare a queuing
analysis for the left -turn lane.
• Provide an assessment of the feasibility of the proposed striping modifications on Mariposa
Avenue, and if needed, provide recommendations for minor adjustments to the striping.
• Prepare a brief letter report summarizing our findings.
• If determined to be feasible, provide engineering review of the signing and striping design plan.
(Assumes 12 hours of Engineering time — initial plan review, and up to 2 rounds of submittal to
resolve comments.)
• Attendance at meetings is assumed to not be needed. If requested by the client, attendance at
meetings or on conference calls will be billed on a time - and - materials (hourly) basis.
Additional Services
Any services not specifically described in the above scope, as well as any changes in the scope the
Client requests, will be considered Additional Services and will be performed at our then - current
hourly rates. Additional services we can provide include, but are not limited to, the following:
• Preparation of traffic design plans, including signing and striping plans and traffic control plans
• Intersection improvement plans
• Traffic simulation
• Parking demand study or shared parking study
• Preparation of materials for and /or attendance at meetings
• Any other services not expressly included above
FEE AND BILLING
KHA will perform the tasks detailed above on a lump sum basis for the maximum fee shown below.
LABOR TASKS FEE
Site Visit and Information Retrieval / Review $1,500
Review and Analysis of Proposed Striping Modifications 1,800
Preparation of Letter Report 2.500
TOTAL LABOR FEE $5,800
EXPENSES
Office Expenses (Phone, delivery, postage, mileage,
reproduction, computer) 300.
TOTAL LABOR AND EXPENSE $0,100.00
Agreement No. 5184
Kimley »>Horn
OPTIONAL TIME & MATERIALS TASKS FEE
(If requested by Client)
Engineering Review of Signing and Striping Design Plan $ 2,000
Attendance at team meetings (per meeting) $ 750
Attendance at Community Meetings or Public $1,250
Hearings (per meeting or hearing)
This breakdown by task is provided for information purposes only, and is not intended to represent a
firm budget for each task. Budget may be reallocated among tasks, as necessary, according to the
requirements of the project. Labor fee will be billed monthly according to the percentage of the
project that has been completed. All permitting, application, and similar project fees will be paid
directly by the Client or reimbursed (separately from any fees provided in this document) by the
Client. Payment will be due within 25 days of your receipt of the invoice.
Services not outlined above will not be performed without your authorization, and will constitute
extra effort, to be performed for an additional fee, to be agreed upon prior to performing the work.
Closure
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only
to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard
Provisions, "Consultant" shall refer to Kimley -Horn and Associates, Inc., and "Client" shall refer to the
City of El Segundo
Kimley -Horn, in an effort to expedite invoices and reduce paper waste, submits invoices via email in
an Adobe PDF format. We can also provide a paper copy via regular mail if requested. Please provide
the following information:
❑ Please email all invoices to
El Please copy
If you concur in all the foregoing and wish to direct us to proceed with the services, please have
authorized persons execute this Agreement in the spaces provided below and return a copy to us. We
will commence services once we have received a fully- executed agreement. Fees and times stated in
this Agreement are valid for sixty (60) days after the date of this letter.
To ensure proper set up of your projects so that we can get started, please complete and return with
the signed copy of this Agreement the attached Request for Information. Failure to supply this
information could result in delay in starting work on your project.
Agreement No. 5184
Exhibit "B"
Proposal for Services /Scope of Work
13
July 18, 2016
Mr. Lifan Xu
City of El Segundo
350 Main Street
El Segundo, CA 90245
Agreement No. 5184
J1 R 18 2016
Dear Mr. Xu:
Kimley -Horn and Associates, Inc. ( "KHA" or "the Consultant ") is pleased to submit this letter
agreement (the "Agreement ") to the City of El Segundo ( "the Client ") to provide a Traffic and
Circulation Evaluation for the proposed striping modification to Mariposa Avenue for the Lakers
Headquarters entrance. Our project understanding, scope of services, schedule, and fee are
presented below.
Project Understanding
This project understanding is based on my review of the materials you provided by e-mail, and my
familiarity with the area. The City has asked for an evaluation of the striping modifications proposed
for Mariposa Avenue. The proposed striping would provide a center two -way left -turn lane on
Mariposa Avenue between Nash Street and Douglas Street, to provide left -turn access for driveways
along the street, including the Lakers Headquarters driveway, and other cross streets along that block.
The Lakers headquarters driveway is located adjacent to the east edge of the El Segundo Fire Station
#2. The Fire Station gated entrance to their parking area, and the driveway for the Fire Station
emergency vehicles are also located along Mariposa Avenue. The signing and striping on Mariposa
Avenue will need to take ingress and egress provisions for the Fire Station and emergency vehicles
into account. Our proposed Scope of Services is as follows.
Scope of Services
Conduct a site visit to document existing traffic conditions in the vicinity of the proposed striping
modifications, including existing traffic control devices, number of lanes, lane widths, signing and
striping, posted speed limits, and distances between intersections and existing and future
driveways.
Retrieve and review existing and forecast traffic data from the Traffic Impact Study for the Los
Angeles Lakers Headquarters (Kimley -Horn, March, 2014). It is assumed that it will not be
necessary to collect new traffic count data for this evaluation.
I 11
Agreement No. 5184
Mr. Lifan Xu, July 18, 2016, Page 2
Using the traffic analysis conducted for the Lakers Headquarters project, determine the peak hour
volumes of traffic estimated to enter and exit the Lakers Headquarters driveway on Mariposa
Avenue, and the opposing through traffic flows on Mariposa Avenue, and prepare a queuing
analysis for the left -turn lane.
Provide an assessment of the feasibility of the proposed striping modifications on Mariposa
Avenue, and if needed, provide recommendations for minor adjustments to the striping.
• Prepare a brief letter report summarizing our findings.
• If determined to be feasible, provide engineering review of the signing and striping design plan.
(Assumes 12 hours of Engineering time — initial plan review, and up to 2 rounds of submittal to
resolve comments.)
• Attendance at meetings is assumed to not be needed. If requested by the client, attendance at
meetings or on conference calls will be billed on a time- and - materials (hourly) basis.
Additional Services
Any services not specifically described in the above scope, as well as any changes in the scope the
Client requests, will be considered Additional Services and will be performed at our then - current
hourly rates. Additional services we can provide include, but are not limited to, the following:
• Preparation of traffic design plans, including signing and striping plans and traffic control plans
• Intersection improvement plans
• Traffic simulation
• Parking demand study or shared parking study
• Preparation of materials for and /or attendance at meetings
• Any other services not expressly included above
FEE AND BILLING
KHA will perform the tasks detailed above on a lump sum basis for the maximum fee shown below.
LABOR TASKS FEE
Site Visit and Information Retrieval / Review $ 1,500
Review and Analysis of Proposed Striping Modifications 1,800
Preparation of Letter Report 2,500
TOTAL LABOR FEE $5,800
EXPENSES
Office Expenses (Phone, delivery, postage, mileage,
reproduction, computer) 800
TOTAL LABOR AND EXPENSE $61100100
765 The City DiVe, Suite 200, 0il�iige, CA 92868
Agreement No. 5184
Klmley>>Morn Mr. Lifan Xu, July 18, 2016, Page 3
OPTIONAL TIME & MATERIALS TASKS FEE
(If requested by Client)
Engineering Review of Signing and Striping Design Plan $ 2,000
Attendance at team meetings (per meeting) $ 750
Attendance at Community Meetings or Public $ 1,250
Hearings (per meeting or hearing)
This breakdown by task is provided for information purposes only, and is not intended to represent a
firm budget for each task. Budget may be reallocated among tasks, as necessary, according to the
requirements of the project. Labor fee will be billed monthly according to the percentage of the
project that has been completed. All permitting, application, and similar project fees will be paid
directly by the Client or reimbursed (separately from any fees provided in this document) by the
Client. Payment will be due within 25 days of your receipt of the invoice.
Services not outlined above will not be performed without your authorization, and will constitute
extra effort, to be performed for an additional fee, to be agreed upon prior to performing the work.
Closure
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only
to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard
Provisions, "Consultant" shall refer to Kimley -Horn and Associates, Inc., and "Client" shall refer to the
City of El Segundo
Kimley -Horn, in an effort to expedite invoices and reduce paper waste, submits invoices via email in
an Adobe PDF format. We can also provide a paper copy via regular mail if requested. Please provide
the following information:
❑ Please email all invoices to
❑ Please copy
If you concur in all the foregoing and wish to direct us to proceed with the services, please have
authorized persons execute this Agreement in the spaces provided below and return a copy to us. We
will commence services once we have received a fully- executed agreement. Fees and times stated in
this Agreement are valid for sixty (60) days after the date of this letter.
To ensure proper set up of your projects so that we can get started, please complete and return with
the signed copy of this Agreement the attached Request for Information. Failure to supply this
information could result in delay in starting work on your project.
Agreement No. 5184
Mr. Lifan Xu, July 18, 2016, Page 4
We appreciate the opportunity to provide these services to you. Please contact me if you have any
questions.
Sincerely,
KIMLEY -HORN AND ASSOCIATES, INC.
By: Serine Ciandella
Senior Vice President
APPROVED:
City of El Segundo
A Municipality
By:
(Print or Type Name)
Attest:
(Print or Type Name)
Client's Federal Tax ID:
Client's Business License No.:
Client's Street Address:
Attachment —Request for Information
Attachment — Standard Provisions
President /Vice President
Secretary/Assistant Secretary
Z65TileCity, Drive 50iie206,0r0n&'iCA92868 `
Agreement No. 5184
i l ey
Request for Information
Please return this information with your signed contract, failure to provide this information could result
in delay in starting your project
Client Identification
Full, Legal Name of Client
... ....
Mailing Address for Invoices
Contact for B illing In uiries
Contact's Phone and e-mail
Client is (check one) Owner Agent for Owner Unrelated to
Owner
. . ............
Property Identification
.....
Parcel1 Parcel Parcel Parcel
Street Address
County in which
Property is Located
Tax Assessor's
Number(s)
Pro pert t Owner Identification
Owner 1
Owner(s) Name
Owner(s) Mailing
Address
Owner's Phone No.
Owner of WhchmW�
Parcel #?
Owner 2 � Owner 3 I Owner 4
Attach additional sheets if there are more than 4 parcels or more than 4 owners
aiWall
Agreement No. 5184
:exhibit "C"
Resumes
14
Agreement No. 5184
Serine A. Ciandella, AICP
Professional Credentials
d• Bachelor of Science, Mass Communications, Syracuse University
❖ American Institute of Certified Planners (AICP)
❖ American Planning Association
Certificate, Transportation Demand Management, UCLA Extension - Public Policy Program,
1988
❖ Orange County Traffic Engineering Council, Past President
Special Qualifications
❖ More than 24 years of experience in traffic modeling, transportation demand management,
traffic impact analysis, and transit studies
❖ Experienced manager of demand modeling and forecasting for numerous transportation
planning projects
❖ Extensive organizational and supervisory experience in complex data collection and analysis
for transportation studies
❖ Experienced in preparation of special studies, including shared parking, neighborhood traffic
management, transportation demand management, and transit.
Agreement No. 5184
KIMLEY -HORN AND ASSOCIATES, INC.
STANDARD PROVISIONS
(1) Consultant's Scope of Services and Additional Services. The Consultant's undertaking to perform
professional services extends only to the services specifically described in this Agreement. However, if requested by
the Client and agreed to by the Consultant, the Consultant will perform Additional Services, which shall be governed
by these provisions. Unless otherwise agreed to in writing, the Client shall pay the Consultant for any Additional
Services an aMOLint based upon the Consultant's then- current hourly rates plus an amount to cover certain direct
expenses including telecommunications, in -house reproduction, postage, supplies, project related computer time, and
local mileage. Other direct expenses will be billed at 1.10 times cost.
(2) Client's Responsibilities. In addition to other responsibilities described herein or imposed bylaw, the Client
shall:
(a) Designate in writing a person to act as its representative with respect to this Agreement, such person having
complete authority to transmit instructions, receive information, and make or interpret the Client's decisions.
(b) Provide all information and criteria as to the Client's requirements, objectives, and expectations for the project
including all numerical criteria that are to be met and all standards of development, design, or construction.
(c) Provide to the Consultant all previous studies, plans, or other documents pertaining to the project and all new
data reasonably necessary in the Consultant's opinion, such as site survey and engineering data, environmental
impact assessments or statements, upon all of which the Consultant may rely.
(d) Arrange for access to the site and other private or public property as required for the Consultant to provide its
services.
(e) Review all documents or oral reports presented by the Consultant and render in writing decisions pertaining
thereto within a reasonable time so as not to delay the services of the Consultant.
(f) Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals
and consents from other parties as may be necessary for completion of the Consultant's services.
(g) Cause to be provided such independent accounting, legal, insurance, cost estimating and overall feasibility
services as the Client may require.
(h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects
the scope, timing, or payment of the Consultant's services or any defect or noncompliance in any aspect of the
project.
(i) Bear all costs incidental to the responsibilities of the Client.
(3) Period of Services. Unless otherwise stated herein, the Consultant will began work timely after receipt of a
properly executed copy of this Agreement and any required retainer amount. This Agreement is made in anticipation
of conditions permitting continuous and orderly progress through completion of the services. Times for performance
shall be extended as necessary for delays or suspensions due to circumstances that the Consultant does not control.
If such delay or suspension extends for more than six months (cumulatively), Consultant's compensation shall be
renegotiated.
(4) Method of Payment. Compensation shall be paid to the Consultant its accordance with the following provisions:
(a) Invoices will be submitted periodically for services performed and expenses incurred. Invoices are due and
payable upon presentation. Client shall pay Consultant a tirne -price differential of one and one -half percent (1.60/0) of
the outstanding amount of each invoice that is overdue for more than 30 days. The Client shall also pay any
applicable saies tax. All retainers will be held by the Consultant for the duration of the project and applied against the
final invoice. If' the Client falls to make any payment due to the Consultant under this or any other agreement within
30 days after presentation, the Consultant may, after giving notice to the Client, suspend' services and withhold
deliverables until all amounts due are paid in full and may commence proceedings, including recording liens, to
secure its right to payment under this Agreement.
(b) If the Client relies on payment or proceeds from a third party to pay Consultant and Client does not pay
Consultant's invoice within 60 days of receipt, Consultant may communicate directly with such third party to secure
payment.
(c) If the Client objects to an invoice, it must advise the Consultant in writing giving its reasons within 14 days of
receipt of the invoice or the Client's objections will be waived, and the invoice shall conclusively be deemed due and
owing. If the Client objects to only a portion of the invoice, payment for all other portions remains due within 25 days
of receipt.
(d) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The
Consultant may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or
words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction
of any disputed debt and without prejudicing any right of the Consultant to collect additional amounts from the Client.
Rev 07/14
Agreement No. 5184
(5) Use of Documents. All documents, including but not limited to drawings, specifications, reports, and data or
programs stored electronically, prepared by the Consultant are related exclusively to the services described in this
Agreement, and may be used only if the Client has satisfied all of its obligations under this Agreement. They are not
intended or represented to be suitable for use, partial use or reuse by the Client or others on extensions of this
project or on any other project. Any modifications made by the Client to any of the Consultant's documents, or any
use, partial use or reuse of the documents without written authorization or adaptation by the Consultant will be at the
Client's sole risk and without liability to the Consultant, and the Client shall indemnify, defend and hold the Consultant
harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees„ resulting
therefrom. The Consultant's electronic files and source code developed in the development of application code
remain the property of the Consultant and shall be provided to the Client only if expressly provided for in this
Agreement. Any electronic files not containing an electronic seal are provided only for the convenience of the Client,
and use of them is at the Client's sole risk. In the case of any defects in the electronic files or any discrepancies
between them and the hardoopy of the documents prepared by the Consultant, the hardcopy shall govern. Because
data stored in electronic media format can deteriorate or be modified without the Consultant's authorization, the Client
has 60 days to perform acceptance tests, after which it shall be deemed to have accepted the data.
(6) Opinions of Cost. Because the Consultant does not control the cost of labor, materials, equipment or services
furnished by others, methods of determining prices, or competitive bidding or market conditions, any opinions
rendered as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made
on the basis of its experience and represent its judgment as an experienced and qualified professional, familiar with
the industry. The Consultant cannot and does not guarantee that proposals, bids or actual costs will not vary from its
opinions of cost. If the Client wishes greater assurance as to the amount of any cost, it shall employ an independent
cost estimator. Consultant's services required to bring costs within any limitation established by the Client will be paid
for as Additional Services.
(7) Termination. The obligation to provide further services under this Agreement may be terminated by either party
upon seven days" written notice in the event of substantial failure by the other party to perform in accordance with the
terms hereof through no fault of the terminating party„ or upon thirty days' written notice for the convenience of the
terminating party. If any change occurs in the ownership of the Client, the Consultant shall have the right to
immediately terminate this Agreement. In the event of any termination, the Consultant shall be paid for all services
rendered and expenses incurred to the effective date of termination, and other reasonable expenses incurred by the
Consultant as a result of such termination, if the Consultant's compensation is a fixed fee, the amount payable for
services will be a proportional amount of the total fee based on the ratio of the amount of the services performed, as
reasonably determined by the Consultant, to the total amount of services which were to have been performed.
(8) Insurance. The Consultant carries Workers' Compensation insurance, professional liability insurance, and
general liability insurance. If the Client directs the Consultant to obtain increased insurance coverage, the Consultant
will take out such additional insurance, if obtainable, at the Client's expense.
(9) Standard of Care. The standard of care applicable to Consultant's services will be the degree of care and skill
ordinarily exercised by consultants performing the same or similar services in the same locality at the time the
services are provided. No warranty, express or implied, is made or intended by the Consultant's undertaking herein
or its performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client.
(10) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client and the
Consultant, the risks have been allocated such that the Client agrees, to the fullest extent of the law, and
notwithstanding any other provisions of this Agreement or the existence of applicable insurance coverage, that the
total liability, in the aggregate, of the Consultant and the Consultant's officers, directors, employees, agents, and
subconsultants to the Client or to anyone claiming by, through or under the Client, for any and all claims, losses,
costs or damages whatsoever arising out of, resulting from or in any way related to the services under this Agreement
from tiny Cause or Causes, including but not limited to„ the negligence, professional errors or omissions, strict liability
or breach of contract or any warranty, express or implied, of the Consultant or the Consultant's officers, directors,
employees, agents, and subconsultants, shall not exceed twice the total compensation received by the Consultant
under this Agreement or $50,000, whichever is greater. Higher limits of liability may be negotiated for additional fee.
Under no circumstances shall the Consultant be liable for extra costs or other consequences due to changed
conditions, or for costs related to the failure of contractors to perform work in accordance with the plans and
specifications. This Section 10 is intended solely to limit the remedies available to the Client or those claiming by or
through the Client, and nothing in this Section 10 shall require the Client to indemnity the Consultant.
(11) Mutual Waiver of Consequential Damages. In no event shall either party be liable to the other for any
consequential, incidental, punitive, or indirect damages including but not limited to loss of income or loss of profits.
(12) Certifications. The Consultant shall not be required to execute certifications or third -party reliance letters that
are inaccurate, that relate to facts of which the Consultant does not have actual knowledge, or that would cause the
Rev 07/14
Agreement No. 5184
Consultant to violate applicable rules of professional responsibility
(13) Dispute Resolution. All claims by the Client arising out of this Agreement or its breach shall be submitted first
to mediation in accordance with the Construction Industry Mediation Procedures of the American Arbitration
Association as a condition precedent to litigation. Any mediation or civil action by Client must be commenced within
one year of the accrual of the cause of action asserted but in no event later than allowed by applicable statutes.
(14) Hazardous Substances and Conditions. In no event shall Consultant be a custodian, transporter, handler,
arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will
be limited to professional analysis, recommendations, and reporting, including, when agreed to, plans and
specifications for isolation, removal, or remediation. The Consultant shall notify the Client of hazardous substances
or conditions not contemplated in the scope of services of which the Consultant actually becomes aware. Upon such
notice by the Consultant, the Consultant may stop affected portions of its services until the hazardous substance or
condition is eliminated.
(15) Construction Phase Services.
(a) If the Consultant's services include the preparation of documents to be used for construction and the Consultant
is not retained to make periodic site visits, the Client assumes all responsibility for interpretation of the documents
and for construction observation, and the Client waives any claims against the Consultant in any way connected
thereto.
(b) If the Consultant provides construction phase services, the Consultant shall have no responsibility for any
contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or
safety practices, nor shall Consultant have any authority or responsibility to stop or direct the work of any contractor.
The Consultant's visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that
the completed work of its contractors will generally conform to the construction documents prepared by the
Consultant. Consultant neither guarantees the performance of contractors, nor assumes responsibility for any
contractor's failure to perform its work in accordance with the contract documents.
(c) The Consultant is not responsible for any duties assigned to the design professional in the construction contract
that are not expressly provided for in this Agreement. The Client agrees that each contract with any contractor shall
state that the contractor shall be solely responsible for job site safety and for its means and methods; that the
contractor shall indemnify the Client and the Consultant for all claims and liability arising out of job site accidents; and
that the Client and the Consultant shall be made additional insureds under the contractor's general liability insurance
policy.
(16) No Third -Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits
to anyone other than the Client and the Consultant, and all duties and responsibilities undertaken pursuant to this
Agreement will be for the sole benefit of the Client and the Consultant. The Client shall not assign or transfer any
rights under or interest in this Agreement, or any claim arising out of the performance of services by Consultant,
without the written consent of the Consultant. The Consultant reserves the right to augment its staff with
subconsultants as it deems appropriate due to project logistics, schedules, or market conditions. If the Consultant
exercises this right, the Consultant will maintain the agreed -upon billing rates for services identified in the contract,
regardless of whether the services are provided by in -house employees, contract employees, or independent
subconsultants.
(17) Confidentiality. The Client consents to the use and dissemination by the Consultant of photographs of the
project and to the use by the Consultant of facts, data and information obtained by the Consultant in the performance
of its services. If, however, any facts, data or information are specifically identified in writing by the Client as
confidential, the Consultant shall use reasonable care to maintain the confidentiality of that material.
(18) Miscellaneous Provisions. This Agreement is to be governed by the law of the State of California. This
Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and
contemporaneous negotiations, representations, agreements or understandings, whether written or oral. Except as
provided in Section 1, this Agreement can be supplemented or amended only by a written document executed by
both parties. Provided, however, that any conflicting or additional terms on any purchase order issued by the Client
shall be void and are hereby expressly rejected by the Consultant. Any provision in this Agreement that is
unenforceable shall be ineffective to the extent of such unenforceability without invalidating the remaining provisions.
The non - enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect
the enforceability of that provision or of the remainder of this Agreement.
Rev 07/14