CONTRACT 6838 Professional Services Agreement CLOSEDAgreement No. 6838
Agreement No.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
KIMLEY-HORN AND ASSOCIATES, INC.
This AGREEMENT is entered into this day of December 2023, by and ''
between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("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 $47,300 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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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. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
i i, 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 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.
7. TERM. The term of this Agreement will be from December 13, 2023, to June 30, 2024.
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 15.
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8. 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
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.
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 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.
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:
A. Exhibit A: Proposal for Consulting Services for the City of El Segundo
Housing Element Update Phase 2, dated December 13, 2023
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
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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 with CITY's
mutual consent. 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.
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,
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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:
L 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 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.
i.. 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.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 222, 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.
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MASSIGNABILITY. 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. 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:
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 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. Liability policies will be endorsed to name CITY, its officials,
and employees as "additional insureds" under said insurance coverage
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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, or
equivalent. 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 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 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.
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:
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If to CONSULTANT:
Attention: Michael Schmitt
Kimley-Horn and Associates, Inc.
555 Capital Mall, Suite 300
Sacramento, CA 95820
916-330-3009
Michael.Schmitt@Kimley-Horn.com
If to CITY:
Attention: Michael Allen.
City of El Segundo
350 Main Street
El Segundo, CA 90245
310-524-2345
Mallen@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 Attachments, sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
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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 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. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on
any number of separate counterparts, and all such counterparts so executed constitute
one Agreement binding on all the Parties notwithstanding that all the Parties are not
signatories to the same counterpart. In accordance with Government Code § 16.5, 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 transmission. Such electronic
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.
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[Signatures on next page]
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IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO KIMLEY-HORN AND ASSOCIATES,
INC.
(9 �-A- 00
Darrell George, NJ By: Michael Schmitt, ICP CTP, PTP, RSP,
City Manager
ATTE T:
/
Tracy Weaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HNSLEY, City Attorney
0
Title: Project Manager
Taxpayer ID No. 56-0885615
in Vazquez, Assistant City Attorney
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EXHIBIT A Agreement No. 6838
x
Mr. Michael Allen, AICP
Community Development Director
City of El Segundo
350 Main Street
El Segundo, CA 90245
RE: Proposal for Consulting Services for the City of El Segundo Housing Element Update Phase 2
Dear Michael:
Kimley-Horn and Associates, Inc. ("Kimley-Horn" or "Consultant") is pleased to submit this letter
agreement (the "Agreement") to the City of El Segundo ("Client" or "City") to provide consulting
services for the City of El Segundo's Housing Element Update (the "Project").
`°"fyINNAMINCAU .
Kimley-Horn understands that the City of El Segundo is working on a rezoning project as a part of the
City's Housing Element implementation. The City's Housing Element calls for increasing the density of
specific zoning categories such as the R-3 category (multi -family residential) and rezoning certain
commercial properties to a high -density Mixed -Use Overlay zone (commercial and residential). In
support of this effort, Kimley-Horn understands that the City requires a transportation analysis to be
completed that accomplishes the following:
1) A vehicle miles traveled (VMT) analysis of the rezoned parcels for inclusion in the City's CEQA
document
2) A level of service (LOS) analysis for General Plan compliance and determination of potential
intersection improvements that may be needed
►, W
Kimley-Horn will provide the Scope of Services specifically set forth below. This Scope of Services has
been prepared based upon Kimley-Horn's understanding of the Project issues, and experience with
similar projects and issues. This Scope assumes that the City will provide Kimley-Horn with the location
and number of units for each parcel included in the Project. This Scope also assumes that at a future
date the City will provide Kimley-Horn with the percentage of the additional non-residential
development by employment category (e.g., commercial, office, etc.).
TASK ®CEQA/SB 743 ANALYSIS
s a Vehicle Miles Traveled ) Analysis
Kimley-Horn will perform an evaluation of the Project's Vehicle Miles Traveled (VMT) as pertains to
Senate Bill 743 (SB 743). Kimley-Horn will use the City's VMT Analysis Tool to determine the average
VMT per capita, VMT per employee, and total VMT for each land use at each overlay site, as
applicable. Each land use type's VMT performance will be compared to the City of El Segundo's
thresholds to determine whether the Project results in a significant impact.
Kimley-Horn will provide the results of the VMT analysis to the Client, as well as the total VMT by
overlay site in a format such as VMT by speed bin that can be for air quality and greenhouse gas
analyses to be performed by others.
Agreement No. 6838
Klmley)))Horn Michael Allen, AICP, City of El Segundo, December 13, 2023
Consulting Services for El Segundo Housing Element Update Phase 2, Page 2
Task ®: Documentation
Kimley-Horn will prepare a brief technical memorandum summarizing the efforts and findings
resulting from the efforts described in Task 2.1. Kimley-Horn will provide the Client with a draft
memorandum in electronic (PDF) format and will respond to one set of non -conflicting comments
and provide the Client with a final memorandum.
Task 1.0 Deliverables: Draft and Final Memorandum; VMT Information for Air Quality and
Greenhouse Gas Analyses
Task : Determination of Study Intersections
Kimley-Horn will work with City staff to determine which City intersections to include in the level of
service (LOS) analysis for General Plan compliance and determination of potential intersection
improvements. This task assumes up to twenty (20) intersections will be analyzed as a part of this
effort. This task also assumes that up to twenty (20) traffic counts will be collected to determine
Existing Conditions at the study intersections.
Task 2.2: Level of Service (LOS) Analysis
Project generated traffic will be distributed and assigned to the local roadway network based on the
existing traffic volumes and/or engineering judgement. A weekday AM and PM peak -hour Level of
Service (LOS) and queuing analysis will be conducted for the following scenarios:
A. Existing 2023 Conditions
Scenario will be evaluated using counts to be collected/established per Task 3.1 above.
B. Existing 2023plus Proposed Project Conditions
Scenario will be evaluated by manually adding the proposed project's trips, as developed
and distributed per Task 2 above, to the Existing (2023) Conditions (Scenario "A").
The LTA analysis will be completed for the study intersections determined per Task 3.1 above. LOS
and queuing for study intersections will be determined for the time periods and analysis scenarios
listed above. LOS and queuing for each scenario will be determined using methods defined in the most
recent edition of the Highway Capacity Manual, using appropriate traffic analysis software
(Synch ro®/Simtraffic°). Recommendations for intersection improvements will be based on
intersection LOS and queuing reports.
Task 3 a Documentation
Kimley-Horn will prepare a brief technical memorandum summarizing the efforts and findings
resulting from the efforts described in Tasks 3.1 and 3.2. Kimley-Horn will provide the Client/City
with a draft memorandum in electronic (PDF) format and will respond to one set of non -conflicting
comments and provide the Client/City with a final memorandum.
Task 2.0 Deliverables: Draft and Final Memorandum
Michael Schmitt will be responsible for overall team management and coordination, and ongoing
consultation with the City.
Agreement No. 6838
Klmley)),)Horn Michael Allen, AICP, City of El Segundo, December 13, 2023
Consulting Services for El Segundo Housing Element Update Phase 2, Page 3
Task ®e Meetings
All meetings will be virtual. It is anticipated that up to five (5)progress meetings will be scheduled to
for coordination purposes and to present the findings of the efforts described above. This Scope also
includes attendance at up to one (1) public hearing to present the findings, either in person or virtual.
Assumed Meetings/Hearings: 5 Progress Meetings and 1 Public Hearing
Task 3.0 Deliverables: Agenda (per meeting, as appropriate), and Minutes and Action Items (per
meeting, as appropriate)
Any services not specifically provided for in the above scope, if requested by the Client, will be billed
as additional services and performed at our then -current hourly rates.
Kimley-Horn shall be entitled to rely on the completeness and accuracy of all information provided by
the Client or the Client's consultants or representatives. The Client shall provide all information
requested by Kimley-Horn during the Project.
,_
Kimley-Horn is prepared to begin work immediately upon receipt of a signed Agreement and Client's
Notice to Proceed (NTP), and we will endeavor to meet your scheduling needs. We anticipate
completion of Tasks 1.0 and 2.0 within eight (8) weeks of receipt of the NTP and all requested data
and Project information. Completion of each subsequent task deliverable will depend on the nature
and extent of Client and City comments; however, all efforts will be made to expedite any revisions
and assist with response to comments.
Agreement No. 6838
e y Michael Allen, AICP, City of El Segundo, December 13, 2023
` Consulting Services for El Segundo Housing Element Update Phase 2, Page 4
Kimley-Horn will perform the services specified in the Scope of Services in Tasks 1.0 through 3.0 for
the total lump sum labor fee below. Individual task amounts are informational only. In addition to the
lump sum labor fee, direct reimbursable expenses such as express delivery services, fees, air travel,
sub -consultant costs, and other direct expenses will be billed at 1.10 times cost. All permitting,
application, and similar project fees will be paid directly by the Client. Should the Client request
Kimley-Horn to advance any such project fees on the Client's behalf, a separate invoice for such fees,
with a ten percent (10%) markup, will be immediately issued to and paid by the Client.
T° S7(
I mDESCRIPTION
FEE
TASK 1.0: CEQA/SB 743 ANALYSIS
1.1
Vehicle Miles Traveled (VMT) Analysis
$ 8,200
1.2
Documentation
$ 3,700
Task 2.0: LOCAL TRANSPORTATION ANALYSIS (LTA)
2.1
Determination of Study Intersections
$ 2,500
2.2
Level of Service (LOS) Analysis
$ 9,800
2.3
Documentation
$ 4,100
TASK 3.0: PROJECT MANAGEMENT AND MEETINGS
3.1
Project Management
$ 2,500
3.2
Meetings
$ 8,500
Traffic Counts, Assumes 20 Intersections (Task 2.1)
$8,000
TOTAL
73
This breakdown by task is provided for informational purposes only and is not intended to represent
a firm budget for each task. Budgets may be reallocated among tasks, as necessary, according to the
Project's requirements.
Lump sum labor fees will be invoiced monthly based upon the overall percentage of services
performed. Reimbursable expenses will be invoiced based upon expenses incurred. Payment will be
due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-
Horn project number.
Agreement No. 6838
Klmley)))Horn Michael Allen, AICP, City of El Segundo, December 13, 2023
Consulting Services for El Segundo Housing Element Update Phase 2, Page 5
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 to us. We will
commence services only after 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.
We appreciate the opportunity to provide these services to you. Please contact Mike at 916.330.3009
or at michael.schmitt kimle-horn.com, if you have any questions.
Sincerely,
Michael Schmitt, AICP CTP, PTP, RSP1
Project Manager
Attachments: Request for Information
Kimley-Horn Standard Provisions
Chr`. Ore erscriPE,TE, PTP, PTOE
PE No. C86812 & TR2860
Agreement No. 6838
Klmley>Morn Michael Allen, AICP, City of El Segundo, December 13, 2023
Consulting Services for El Segundo Housing Element Update Phase 2, Page 6
Agreed to this day of .........
City of El Segundo
SIGNED;
PRINTED NAME:
TITLE:
Client's Federal Tax ID:
Client's Business License No.:
Client's Street Address:
Agreement No. 6838
KIMLEY-HORN AND ASSOCIATES, INC.
STANDARD PROVISIONS
1) Kimley-Horn's Scope of Services and Additional Services. Kimley-Horn will perform only the services specifically
described in this Agreement. If requested by the Client and agreed to by Kimley-Horn, Kimley-Horn will perform
Additional Services, which shall be governed by these provisions. Unless otherwise agreed to in writing, the Client
shall pay Kimley-Horn for any Additional Services an amount based upon Kimley-Horn'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 1.15 times cost.
2) Client's Responsibilities. In addition to other responsibilities herein or imposed by law, the Client shall:
a. Designate in writing a person to act as its representative, 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 and all
standards of development, design, or construction.
c. Provide Kimley-Horn all available studies, plans, or other documents pertaining to the project, such as surveys,
engineering data, environmental information, etc., all of which Kimley-Horn may rely upon.
d. Arrange for access to the site and other property as required for Kimley-Horn to provide its services.
e. Review all documents or reports presented by Kimley-Horn and communicate decisions pertaining thereto within a
reasonable time so as not to delay Kimley-Horn.
f. Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and
consents from other parties as may be necessary.
g. Obtain any independent accounting, legal, insurance, cost estimating, and feasibility services required by Client.
h. Give prompt written notice to Kimley-Horn whenever the Client becomes aware of any development that affects Kimley-
Horn's services or any defect or noncompliance in any aspect of the project.
3) Period of Services. Unless otherwise stated herein, Kimley-Horn will begin work after receipt of a properly executed
copy of this Agreement. This Agreement assumes 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 Kimley-Horn does not control. If such delay or suspension extends for more than six months, Kimley-
Horn's compensation shall be renegotiated.
4) Method of Payment. Client shall pay Kimley-Horn as follows:
a. Invoices will be submitted periodically for services performed and expenses incurred. Invoices are due and payable
upon presentation. Client shall pay Kimley-Horn a time price differential of one and one-half percent (1.5%) of the
outstanding amount of each invoice that is overdue for more than 30 days. The Client shall also pay any applicable
sales tax. All retainers will be held by Kimley-Horn and applied against the final invoice. If the Client fails to make any
payment due under this or any other agreement within 30 days after presentation, Kimley-Horn may, after giving notice
to the Client, suspend services and withhold deliverables until all amounts due are paid, and may commence legal
proceedings including filing liens to secure payment.
b. If the Client relies on payment or proceeds from a third party to pay Kimley-Horn and Client does not pay Kimley-Horn's
invoice within 60 days of receipt, Kimley-Horn may communicate directly with such third party to secure payment.
c. If the Client objects to an invoice, it must advise Kimley-Horn 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.
d:, If Kimley-Horn initiates legal proceedings to collect payment, it may recover, in addition to all amounts due, its
reasonable attorneys' fees, reasonable experts' fees, and other expenses related to the proceedings. Such expenses
shall include the cost, at Kimley-Horn's normal hourly billing rates, of the time devoted to such proceedings by its
employees.
e:. The Client agrees that the payment to Kimley-Horn is not subject to any contingency or condition. Kimley-Horn 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 Kimley-Horn to collect additional amounts from the Client.
5) Use of Documents. All documents and data prepared by Kimley-Horn 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 or reuse by the Client or others on extensions of this project or on
any other project. Any modifications by the Client to any of Kimley-Horn's documents, or any reuse of the documents
without written authorization by Kimley-Horn will be at the Client's sole risk and without liability to Kimley-Horn, and the
Client shall indemnify, defend and hold Kimley-Horn harmless from all claims, damages, losses and expenses, including
but not limited to attorneys' fees, resulting therefrom. Kimley-Hour's electronic files and source code remain the
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Agreement No. 6838
Kimley»>Horn
property of Kimley-Horn 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
hardcopy of the documents prepared by Kimley-Horn, the hardcopy shall govern.
6) Intellectual Property. Kimley-Horn may use or develop its proprietary software, patents, copyrights, trademarks, trade
secrets, and other intellectual property owned by Kimley-Horn or its affiliates ("Intellectual Property") in the performance
of this Agreement. Unless explicitly agreed to in writing by both parties to the contrary, Kimley-Horn maintains all
interest in and ownership of its Intellectual Property and conveys no interest, ownership, license to use, or any other
rights in the Intellectual Property to Client. Any enhancements of Intellectual Property made during the performance of
this Agreement are solely owned by Kimley-Horn and its affiliates. If Kimley-Horn's services include providing Client
with access to or a license for Kimley-Horn's (or its affiliates') proprietary software or technology, Client agrees to the
terms of the Software License Agreement set forth at htl2s://www.kimiev-horn,com/kl,its-software-liceiise-a reement
("the License Agreement") which terms are incorporated herein by reference.
7) Opinions of Cost. Because Kimley-Horn 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 the costs of construction and materials, are made solely based on its judgment as a
professional familiar with the industry. Kimley-Horn 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. Kimley-Horn's services required to bring costs within any limitation established
by the Client will be paid for as Additional Services.
8) 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, or upon thirty days' written notice for the convenience of the terminating party. Kimley-Horn shall be paid for
all services rendered and expenses incurred to the effective date of termination, and other reasonable expenses
incurred by Kimley-Horn as a result of such termination.
9) Standard of Care. The standard of care applicable to Kimley-Horn'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 Kimley-Horn's performance of services, and it
is agreed that Kimley-Horn 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 Kimley-
Horn, the risks are allocated such that, to the fullest extent allowed by law, and notwithstanding any other provisions of
this Agreement or the existence of applicable insurance coverage, that the total liability, in the aggregate, of Kimley-
Horn and Kimley-Horn'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 or in any
way related to the services under this Agreement from any 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 Kimley-Horn
or Kimley-Horn's officers, directors, employees, agents, and subconsultants, shall not exceed twice the total
compensation received by Kimley-Horn under this Agreement or $50,000, whichever is greater. Higher limits of liability
may be negotiated for additional fee. This Section is intended solely to limit the remedies available to the Client or
those claiming by or through the Client, and nothing in this Section shall require the Client to indemnify Kimley-Horn.
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) Construction Costs. Under no circumstances shall Kimley-Horn be liable for extra costs or other consequences due
to unknown conditions or related to the failure of contractors to perform work in accordance with the plans and
specifications. Kimley-Horn shall have no liability whatsoever for any costs arising out of the Client's decision to obtain
bids or proceed with construction before Kimley-Horn has issued final, fully approved plans and specifications. The
Client acknowledges that all preliminary plans are subject to substantial revision until plans are fully approved and all
permits obtained.
13) Certifications. All requests for Kimley-Horn to execute certificates, lender consents, or other third -party reliance letters
must be submitted to Kimley-Horn at least 14 days prior to the requested date of execution. Kimley-Horn shall not be
required to execute certificates, consents, or third -party reliance letters that are inaccurate, that relate to facts of which
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Agreement No. 6838
Kimley-Horn does not have actual knowledge, or that would cause Kimley-Horn to violate applicable rules of
professional responsibility.
14) Dispute Resolution. All claims arising out of this Agreement or its breach shall be submitted first to mediation in
accordance with 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.
15) Hazardous Substances and Conditions. Kimley-Horn shall not be a custodian, transporter, handler, arranger,
contractor, or remediator with respect to hazardous substances and conditions. Kimley-Horn's services will be limited
to analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal,
or remediation. Kimley-Horn will notify the Client of unanticipated hazardous substances or conditions of which Kimley-
Horn actually becomes aware. Kimley-Horn may stop affected portions of its services until the hazardous substance
or condition is eliminated.
16) Construction Phase Services.
a. If Kimley-Horn prepares construction documents and Kimley-Horn 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 Kimley-Horn in any way connected thereto.
b. Kimley-Horn shall have no responsibility for any contractor's means, methods, techniques, equipment choice and
usage, equipment maintenance and inspection, sequence, schedule, safety programs, or safety practices, nor shall
Kimley-Horn have any authority or responsibility to stop or direct the work of any contractor. Kimley-Horn'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 Kimley-Horn. Kimley-Horn 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. Kimley-Horn is not responsible for any duties assigned to it 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 its means and methods; that the contractor shall indemnify the Client and
Kimley-Horn for all claims and liability arising out of job site accidents; and that the Client and Kimley-Horn shall be
made additional insureds under the contractor's general liability insurance policy.
17) No Third -Party Beneficiaries; Assignment and Subcontracting. This Agreement gives no rights or benefits to
anyone other than the Client and Kimley-Horn, and all duties and responsibilities undertaken pursuant to this Agreement
will be for the sole benefit of the Client and Kimley-Horn. 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 Kimley-Horn, without the written
consent of Kimley-Horn. Kimley-Horn reserves the right to augment its staff with subconsultants as it deems
appropriate due to project logistics, schedules, or market conditions. If Kimley-Horn exercises this right, Kimley-Horn
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.
18) Confidentiality. The Client consents to the use and dissemination by Kimley-Horn of photographs of the project and
to the use by Kimley-Horn of facts, data and information obtained by Kimley-Horn in the performance of its services.
If, however, any facts, data or information are specifically identified in writing by the Client as confidential, Kimley-Horn
shall use reasonable care to maintain the confidentiality of that material.
19) 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. Any
conflicting or additional terms on any purchase order issued by the Client shall be void and are hereby expressly
rejected by Kimley-Horn. If Client requires Kimley-Horn to register with or use an online vendor portal for payment or
any other purpose, any terms included in the registration or use of the online vendor portal that are inconsistent or in
addition to these terms shall be void and shall have no effect on Kimley-Horn or this Agreement. 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.
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