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CONTRACT 7424 Reimbursement AgreementAgreement No. 7424 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND LA RE DEVELOPMENT HOLDINGS, LLC a DELAWARE LIMITED LIABILITY COMPANY This Reimbursement Agreement ("Agreement") is entered into as of September 18, 2025, by and between the City of El Segundo, a general law city and municipal corporation ("City"), and LA RE DEVELOPMENT HOLDINGS, LLC a Delaware Limited Liability Company ("Applicant"). The parties agree as follows: Recitals. This Agreement is made with reference to the following facts and circumstances: The Applicant filed applications for Environmental Assessment No. EA- 1391 described as a 63,962 gross floor area for a professional sports headquarters and training facility (the "Project"). b. The Project requires the retention of professional consultants; the costs of attorneys' fees; the costs of work performed by City staff to complete the number of tasks including drafting documents and environmental review; zoning review, plans review for compliance with City standards, building code compliance, preparation of reports, and project management duties; the reasonable processing costs related to review and inspection of the Project; and the costs of implementing the conditions of approval (collectively, "Project Costs") as indicated in attached Exhibit A titled "Revised Proposal to Provide Consulting Services for the Beach Cities Sports Headquarters Project, City of El Segundo, California" dated September 17, 2025. C. City believes it is in the public interest for Applicant to pay for such Project Costs. Applicant understands that all work performed by the City related to the Project will be under the direction of City, but at Applicant's expense. 2. City Reimbursement. Applicant agrees to fully reimburse the City for the Project Costs. The City has estimated the Project Costs for processing as being approximately $100,000.00. However, the Applicant acknowledges that the actual amount of such costs and expenses may be different. Nonetheless, even though the actual amount of such Project Costs may be different, the Applicant agrees to reimburse the City for the full amount of such actual costs in the manner provided in this Agreement. City will provide Applicant with an accounting of the Project Costs monthly. The City's monthly project accounting shall include copies of the detailed invoices from all City -paid expenses. This project accounting shall include any City Administrative Costs (as discussed in Section 5 below), which accounting the Applicant agrees will be conclusive, in the absence of manifest error. The total of the costs of the Project, as disclosed by the accounting, is called the "Reimbursement Amount." City has No Obligation to ADDrove Project. By signing this agreement, Applicant acknowledges and understands that this Agreement in no way obligates the City to approve any of the entitlements or environmental documents for the Project. Agreement No. 7424 The City and its elected and appointed officials retain sole discretion to either approve or deny any of the environmental documents or entitlements that are subject of this Agreement and need to effectuate the Project. 4, Method of Reimbursement. a. Except as provided below, upon execution of this Agreement, Applicant agrees to deposit with City $100,000.00 ("Deposit Amount") which represents 100 percent of the estimated Reimbursement Amount for processing. Costs associated with the Project will be charged against the Deposit Amount. b. The Deposit Amount will be placed in a non -interest bearing trust account established by the City Manager. Applicant understands and agrees that City will not pay interest to Applicant on the Deposit Amount and Applicant will not seek such interest payments from City. C. Re lenishment Deposit, Whenever the Deposit Amount balance falls below $5,000.00, the City may request in writing to the Applicant that it replenish the Deposit Amount ("Replenishment Deposit"). Applicant agrees to deliver a Replenishment Deposit to the City within 10 business days following the City's request. If a Replenishment Deposit is not received within 10 business days following the City's request, then all work on the project shall cease immediately. d. Should the actual Reimbursement Amount exceed the Deposit Amount, Applicant agrees to promptly pay City any difference. Should the Reimbursement Amount be less than the Deposit Amount, City will refund the Applicant any remaining Deposit Amount to applicant within 30 days after determining the Reimbursement Amount. 5. City Administrative Costs,. Administrative costs incurred by City, including, without limitation, staff time, legal costs, fees and services, must be reimbursed on a time and materials basis based on current City reimbursement rates. Such costs will be deducted by City from the Deposit Amount on a monthly basis. 6. Applicant Default. Should Applicant fail to perform any of its obligations under this Agreement, then City may, at its option, pursue any one or more or all of the remedies available to it under this Agreement, at law or in equity. Without limiting any other remedy which may be available to it, if Applicant fails to perform any of its obligations under this Agreement, City may cease performing its obligations under this Agreement and may bring an action to recover all costs and expenses incurred by the City in completing the studies, together with interest thereon from the date incurred at the rate of 10% per annum. However, notwithstanding anything contained to the contrary herein, Applicant shall not be liable for any indirect, incidental, consequential, special or punitive damages of any nature or kind resulting from or in connection with this Agreement. 7. Term. This Agreement will terminate either: (i) 12 months from the date the Applicant's application is approved by the City; or (ii) when the Project is disapproved or the application is formally withdrawn. Disapproval of the Project or Agreement No. 7424 the Applicant's withdrawal of the application does not excuse Applicant from reimbursing the City for the Project Costs incurred up to such date of disapproval or withdrawal pursuant to this Agreement. 8. Compliance with Law. Applicant will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force, pertaining to this Agreement. 9. Waiver of Breach. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement. 10. Insolvency: Receiver. Either the appointment of a receiver to take possession of all or substantially all of the assets of Applicant, or a general assignment by Applicant for the benefit of creditors, or any action taken or offered by Applicant under any insolvency or bankruptcy action, will constitute a breach of this Agreement by Applicant, and in such event this Agreement will automatically cease and terminate if Applicant or its successor or assign cease or fails to timely pay any amount due and payable by Applicant (or its successor or assign) under this Agreement. 11, Notices. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, addressed to: Applicant/ Developer at: LA RE DEVELOPMENT HOLDINGS, LLC 227 West Monroe Street, Suite 4800 Chicago, IL 60606 Attn: Andrew Brady Email: Andrew.brady@us.dlapiper.com Phone: 310-595-3208 City at: City of El Segundo Attn: Eduardo Schonborn, Planning Manager 350 Main Street El Segundo, CA 90245 (310)524-2312 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 12. Acce tanice of Electronic Signatures, The Parties agree that agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement No. 7424 Agreement will be considered signed when the signature of a party is delivered by electronic mail in "portable document format" (i.e., .pdf) form, or by facsimile transmission. Such signature will be deemed to be and treated in all respects as an original signature. 13. Governing Law. This Agreement is made 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. 14. Partial Invalidi �L Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 15. Integration. This instrument and its attachments constitute the sole agreement between City and Applicant respecting the matters above and correctly sets forth the obligations of City and Applicant. 16. Construction. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 17. 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. The City's manager, or designee, may execute any such amendment on behalf of City. 18. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. [Signatures on following page] Agreement No. 7424 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO, A municipal corporation. Darrell George, City Manager ATTEST`.. Susan Truax, City Clerk APPROVED AS TO FORM:: :� I d* A for Mark D. Hensley, City Attorney LA RE DEVELOPMENT HOLDINGS, LLC a Delaware limited liability company Andrew Brady, A ;zed Signatory Counsel to the C mp�ny {If Corporation or similar entity, needs two officer signatures or evidence that one signature binds the company} Agreement No. 7424 EXHIBIT A KidepMorn September 17, 2025 Mr. Eduardo Schonborn, AICP, Planning Manager City of El Segundo Community Development Department 350 Main Street El Segundo, CA 90245 Re; Revised Proposal to Provide Consulting Services for the Beach Cities Sports Headquarters Project, City of El Segundo, California Dear Mr. Schonbornr. Kimley-Horn ("Kimley-Horn" or "Consultant") is pleased to submit this Revised Proposal to the City of El Segundo ("City" or "Client") to provide Consulting Services for the Beach Cities Sports Headquarters (the "Headquarters Project"). This Proposal has been updated to reflect Client's August 27, 2025 comments and Project data, and Client's September 10, 2025 comments regarding the Development Agreement. This Project understanding is based on Kimley-Horn's conversations with City, review of City -provided documentation, and our understanding of land use and environmental issues. The Applicant seeks approval of an approximately 64,000 gross square foot (gsf) sports practice facility on an approximately 2.4-acre portion of the larger approximately 6.4-acre Beach Cities Media Campus Project ("Media Campus") site. The proposed facility would include a mix of coaching and other team offices and player development spaces. In addition to office and other support space, the facility would include a practice court, weight room, film room, locker room, player coach dining room, and other player wellness and preparation spaces to support professional basketball players. Surface parking (approximately 59 vehicle spaces and 12 bicycle spaces) is proposed surrounding the building. Approximately 50 persons would be onsite during a typical day. The Project also includes an amendment to the Beach Cities Media Campus Development Agreement (Development Agreement). The Project site (APN 4138-015-064), which is currently vacant/unimproved, is bounded by a vacant lot to the north; the Kinecta Credit Union building and parking lot to the south; a parking structure, surface parking lots, and commercial uses to the east; and Rosecrans Avenue, a surface parking lot, and commercial uses to the west. The Project site is designated and zoned Urban Mixed -Use South (MU-S), where the proposed uses (i.e., corporate offices and associated/ancillary uses) are preliminarily assumed to be permitted. In August 2019, the City adopted Resolution No. 5159, certifying the Proposed Beach Cities Media Campus Project Environmental Impact Report ("EIR") (State Clearinghouse No. 2017121035) Agreement No. 7424 KiderMorn Mr. Eduardo Schonborn, September 17, 2025, Pare 2 (Environmental Assessment (EA) No. EA-1201). The EIR analyzed development of a secure campus with five buildings, a private event plaza, an exclusive VIP entrance drop off; and dedicated parking and service access. As detailed in EIR Table II-1: Conceptual Plan Development Summary, the EIR analyzed a proposed development of 313,000 gsf with 240,000 gsf of office space, 66,000 gsf of studio and production facilities, and 7,000 gsf of retail space ("Approved Project"). The EIR found the Approved Project would result in no impact or less than significant impact for all resource areas analyzed, except concerning the following: Less Tltian Significant With Mitigation Incur orat d, • Cultural Resources (Paleontological/ a Hazards and Hazardous Materials Archaeological Resources) • Hydrology and Water Quality • Greenhouse Gas Emissions (GHG) a Tribal Cultural Resources Si n�ficant arwd I.fna�voidable Des iit Miti -at"run • Population and Housing (Cumulative) • Transportation, Traffic, and Parking The Project site is also subject to the Development Agreement, which restricts the allowable uses on the Project site to various square -foot combinations of general office, creative office, research and development, studio and production facilities, and retail and cafe uses. In September 2023, the City adopted Resolution No. 2944, approving EA-1339 to allow Phase 1 of the Media Campus, which included construction of a new seven -story office buildingthat fronts Rosecrans Avenue. The 182,654 gsf (167,022 net sf) office building would be 128 feet tall and consist of a mixture of creative and professional office space. To the north of the office building, a 220,975 gsf parking structure with 703 parking spaces, and a maximum height of 65 feet was proposed. The Media Center's development to date (i.e., Phase 1) totals 182,664 gsf or approximately 58 percent of the 313,000 gsf of development that received CEQA clearance through the EIR. The Media Center's office development to date totals 182,664 gsf or approximately 76 percent of the 240,000 gsf of office development that received CEQA clearance through the EIR. Therefore, the Media Center's remaining allowable overall development is 130,336 gsf, and the remaining allowable office development is 57,336 gsf. As previously noted, the Applicant seeks approval of an approximately 64,000 gsf sports practice facility (Headquarters Project). The proposed Headquarters Project would not cause an exceedance of the Media Center's remaining allowable overall development of 130,336 gsf, but would cause an exceedance of the remaining allowable office development of 57,336 gsf by approximately 6,664 gsf. Although the proposed Headquarters Project constitutes a change to the Approved Project analyzed in the EIR, project changes alone do not trigger requirements for subsequent review. CEQA allows use !///%/i/////"////%////////il/l//ii/%Ji% „ i/ i ,, Agreement No. 7424 Mr. Eduardo Schonborn, September 17, 2025,. ?oge Kimley>01orn of Addenda to an EIR if none of the three triggers for subsequent review exist,' and only minor changes or additions to the prior EIR are needed. (State CEQA Guidelines §§ 15164(a), (b)) Additionally, CEQA allows use of a Substantial Conformity Memorandum ("Conformity Memo") if none of the three triggers for subsequent review exist and no changes or additions to the prior EIR are needed. Preliminarily, this Scope assumes a Substantial Conformity Memorandum is the appropriate CEQA clearance document for the Headquarters Project, which will be verified upon completion of the Trip Generation Screening Analysis (see Task 2.1). The City is seeking an environmental consultant to analyze the Project's potential environmental effects pursuant to CEQA and the earlier EIR. Kimley-Horn will provide the Scope of Services specifically set forth below. The Scope and Fee assume the following ("Assumptions"): Baseline conditions, Project Description, and approach will not change once City issues the Authorization to Proceed (ATP). Project Description revisions/changes requiring re -analysis are excluded and would require a budget augment. • The Project will comply with all additional applicable requirements of the amended Development Agreement including development standards. No additional Kimley-Horn analysis/tasks will be required. • Preparation of a Substantial Conformity Memorandum. Changes to the CEQA strategy may require a budget augment. The Project Scope and Fee is based on a two -month Schedule. If substantial delay occurs, a budget augment may be required to accommodate additional Project management time and other costs. • For each deliverable, and unless otherwise noted in the Scope below, Kimley-Horn will: o Respond to one review cycle, assuming a single reconciled set of comments (i.e., City and City Counsel) in Word redline format. Additional review cycles are excluded and would require a budget augment. ' Subsequent Review may be required if another discretionary approval is being considered and: (a) there are substantial changes to the project; (b) there are substantial changes in the project's circumstances; or (c) new information that could not have been known at the time the IS/MND was approved/EIR certified becomes available and such changes or new information require major revisions to the previous IS/MND or EIR due to new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (Pub. Res. Code § 21166; Guidelines § 15162(a).) Agreement No. 7424 I) - Mr. Eduardo Schonborn, September 17, 2025,. Pone 4 o For the review cycle, provide the following: a "redline copy" that reflects the proposed edits and responds to comments; a "check copy" for approval prior to finalizing; deliverables in electronic formats (Word/pdf). • Tasks with numbers of hours are estimates; if the Schedule is extended or additional hours are required, a budget augment will be required. Additional effort outside the Scope of Services is considered out of scope and Kimley-Horn will not proceed without prior authorization from the City and a signed agreement. Kimley-Horn will organize and facilitate a Kick -Off Meeting with the City and Applicant to discuss the "CEQA Project" in greater detail. This initial meeting with the City is a key milestone, which is vital to the Project's success and CEQA compliance. The primary objectives will be to confirm the City's expectations and Project goals and develop/refine the Project Description and Environmental Schedule. The analysis parameters (e.g., approach, assumptions, etc.), scheduling, and overall communications protocol will also be established. Kimley-Horn will collect and review readily available reference data, including planning and policy documentation from the City, and State, federal, and other agencies that may be affected by the Project. Kimley-Horn will assess whether available information is adequate and complete, and notify the City of data gaps, if any. Data collected through this Task will be foundational to the environmental documentation and incorporated into the analysis, as appropriate. This Task may include reconnaissance of the Project site and its surroundings. Kimley-Horn will prepare a Project Description, which will detail the Headquarter Project's location, environmental setting, background and history, characteristics, discretionary actions, goals and objectives, construction schedule and phasing, agreements, and required permits and approvals. Kimley-Horn will prepare exhibits to depict the regional and local site vicinities, and key Project components. The Project Description will also highlight differences, if any, between the Headquarters Project and the Approved Project. The Project Description will be shared with the City and Applicant, and will serve as the foundation for the Substantial Conformance Memorandum and Trip Generation Screening Analysis. Deliveroble.s: City Data Needs List; Meeting Agenda, Minutes, and Action Items; CEQA Schedule; Draft and Final Project Descriptions Agreement No. 7424 KimleyOHorn Mr. Eduardo Schonborn, September 17, 2025, Pane 5) Kimley-Horn will prepare the technical memorandum outlined below. Additional studies/analyses may be identified during preparation of the environmental documentation. s .1: Trip Generationc e I Isis A Transportation Impact Analysis (TIA) (Fehr & Peers, November 2018), which evaluated three land use alternatives (Alternatives 1, 2, and 3), was prepared for the Approved Project; see EIR Appendix H.1: Traffic Study. Kimley-Horn will review the 2018 TIA and determine the appropriate alternative for comparison purposes. The Institute of Transportation Engineer's (ITE) Trip Generation Manual 11th Edition, which is the latest, includes limited trip generation data concerning sports training facilities. As such, to develop the Headquarters Project trip generation characteristics, Applicant will provide Kimley-Horn with similar site data and Project employee data. The Applicant -provided data shall be limited to the estimated number of trips to/from the Headquarters Project site on an average day for employees, visitors, and other support services. Kimley-Horn will estimate the trip generation for the Headquarters Project based on Applicant -provided data. Kimley-Horn will compare the Headquarters Project trip generation to the Approved Project trip generation (for one alternative). The comparison of the Headquarters Project and Approved Project Alternative trip generation will be presented in tabular form, showing the total trip generation for each project and the change in daily and peak hour trips. Kimley-Horn will prepare a technical memorandum to document the Headquarters Project trip generation and the findings of the comparative analysis between the Headquarters Project and the Approved Project. The Headquarters Project and Approved Project trip generation comparison will be used to determine if additional analysis is required for the Headquarters Project. If additional analysis is required, a budget augment would be required. Deliverables: Draft and Final Memo As previously noted, completion of the Trip Generation Screening Analysis is needed to verify that the Headquarters Project is within the scope of the EIR and qualifies for a Substantial Conformance Memorandum. If the analyses find the Headquarters Project does not qualify for a Substantial Conformance Memorandum (i.e., meets any of the conditions triggering subsequent review), additional Scope and Fee will be required. r/I/1//IGO ///!/1 0001 i% / /% / Agreement No. 7424 r� f Mr. Eduardo Schonborn, September 17, 2025, Page 6 Kimley-Horn will prepare a Substantial Conformance Memorandum to compare the Headquarters Project to the Approved Project addressed in the EIR. The analysis will compare the Headquarters Project to the Approved Project to evaluate whether the Headquarters Project would be consistent with the CEQA findings presented in the EIR such that the Headquarters Project would not result in any new significant impacts or have a substantial increase in the severity of an impact. All topical areas addressed in the EIR will be qualitatively addressed in a summary discussion (analysis for each impact thresholds will not be provided). No quantitative analysis is assumed except trip generation. The Memo will include -the following Sections: • Introduction • Statutory Authority and Requirements • Project Background • Project Description (including Figures) • Environmental Analysis o Summary of EIR Analysis o Headquarters Project Comparison (various environmental resource areas may be bundled to avoid redundant analyses) Kimley-Horn will respond to one Substantial Conformance Memorandum review cycle and provide redline and final copies as detailed in the Assumptions above. Deliverables: Administrative Draft and Final Substantial Conformance Memorandums Kimley-Horn will develop a Mitigation Monitoring and Reporting Plan (MMRP) that identifies applicable measures from the EIR for the Headquarters Project. The MMRP will also incorporate any minor modifications to applicable mitigation measures and the standard conditions of approval based on regulatory and City requirements. Deliverables: Draft and Final MMRP TASK ®a PROJECT MANAGEMENT AND MEETINGS/IHEARINGS Kimley-Horn will be responsible for Project Management, including overall Project Team coordination and supervision, and ongoing consultation with the City. Project management responsibilities include task scheduling and assignment, contract administration and accounting, Agreement No. 7424 I>Morn Mr. Eduardo Schonborn, September 17, 2025, Page and coordination and communications with the City. Kimley-Horn will maintain communication to ensure compliance with the Scope of Work, budget, and schedule, and to disseminate Project information in a timely manner. The Kimley-Horn CEQA Project Manager and one additional Kimley-Horn Staff will attend meetings/hearings and represent the Project Team, as appropriate. This Task assumes up to 35 hours of meeting attendance, including preparation, attendance, and follow-up, as appropriate. Should the City determine that additional meeting/hearing attendance beyond the assumed is required, services will be provided on a time and materials (T&M) basis. All meetings are virtual, unless otherwise noted. Assumed meetings/hearings: 1 Kick -Off; 4 Progress; 1 Planning Commission (in -person with PowerPoint Presentation (PPP)); and 1 City Council (in -person with PPP). Deliverables: Meeting Agenda, Minutes/Action Items, and PPP �+ r Kimley-Horn is prepared to begin work immediately, and estimates completion of the Substantial Conformance Memorandum in seven weeks from receipt of Notice to Proceed and all requested Project data, as summarized below. KH Prepares Draft Project Description Weeks 1— 2 City Reviews Draft Project Description Week 3 KH Prepares Draft Substantial Conformance Memo (incl. Trip Gen. Memo) Weeks 1— 5 City Reviews Draft Memos Week 6 KH Completes Memos Week 7 Public Hearings Weeks 8 - 9 Kimley-Horn will perform the Scope of Services outlined above on a labor fee plus expense basis with the maximum labor fee shown on Table 1: Fee and Expenses. Kimley-Horn will not exceed the total maximum labor fee shown without authorization from Client. Individual Task amounts are provided for budgeting purposes only. Kimley-Horn reserves the right to reallocate amounts among Tasks, as necessary. Direct reimbursable expenses such as express delivery services, fees, air travel, and other direct expenses will be billed at 1.10 times cost. A percentage of labor fee will be added to each invoice to cover certain other expenses such as telecommunications, in-house reproduction, postage, supplies, Project -related computer time, and local mileage. Administrative time related to the Project will be billed hourly. 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 ��r��//oiii��%/�i%/U�i�iiilr�j,�ri�/�%�ianf/je/�i/�/i%',///�/'%i/ ///, .,n Agreement No. 7424 Kimley�>)Horn Mr. Eduardo Schonborn, September 17, 2025, Poge S separate invoice for such fees, with a ten percent (10%) markup, will be immediately issued to and paid by the Client. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-Horn Project Number. TASK # TASK FEE ......... 1.0 _ _..... .............. PROJECT INITIATION _............ . 1.1 ....- ...m ........ Project Kick ............. �..._............. .. $2,400 _ITITITIT1.2 _ ....._... Data Collection and Review ............. ............. $2 800 1.3 . ............... ............ ........... Project Description $6,100 2.0 TECHNICAL MEMORANDUM 2.1 .... ........ Trip Generation Screening Analysis $4,900 3.0 SUBSTAN................ TIAL CONFORMANCE MEMO 3.1 .,... Administrative Memo _ _... $10,800 _.......... ...._ 3.2 ....... ........._......... Complete Memo ....................... $5,200 _. 4.0 ....... MMRP ...... ..... $800 6.0 PROJECT MANAGEMENT & MEETINGS/HEARINGS 6 1 ...... ......... .-............� Project Management $2,100 .................. . 6.2 . ._ Meetings/Hearings .._..... ......._ $12,300 _.....___..... Total Fee ......_................ $ 7, 0 ....-.............. _..... ...._. ............ Expenses $2,200 Total Fee and Expenses $49,600 _............................... .... ...... .. CONTINGENCY 7.1 Contingency (10%) $4,700 _ _Total Fee, Expenses, and Contln enc.... .................... . . . . . ..... .......... _. . ........ .......... _-E y 40. $ ,3 . ..... 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 CITY OF EL SEGUNDO. To expedite invoices and reduce paper waste, Kimley-Horn 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: 0/% ii/%//j%/!!9/////%%l//%l,'i////�////' /9// I!�//��,/� �/��%ii��r�!%/�%/i///%i/�%r�i,/%�/�i�%///%./,/% ✓ vi Agreement No. 7424 Mr. Eduardo Schonborn, September 17, 2025, pane 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 the Agreement and return to us. We will commence services only after we have received a fully -executed agreement. Fees and times stated in this Proposal are valid for sixty (60) days after the date of this letter. To ensure proper set up of your project 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. We appreciate the opportunity to provide these services to you. Please contact Rita Garcia at 714.786.6116 or rita.garcia@kimley-horn.com, if you have any questions. Sincerely, KIMLEY-HORN AND ASSOCIATES, 49 6944 ' By: Rita Garcia Project Manager CITY OF EL SEGUNDO By: (signature) (print name) Title: Date: Client's Federal Tax ID: Client's Business License No.: Client's Street Address:. Attachments: Request for Information; Standard Provisions garg 11201 IN 10 MIME HUMAN- Agreement No. 7424 KimleyliMorn Page 10 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 Billing Inquiries _.._ ....... _ ........ __ _... Contact's _Phone and e-mail Client is (check one) Owner Agent for Owner Unrelated to � Owner ....._, rye 1K,Identification _ Stree --w_-- -Parcel 1 µParcel 2 Parcel„3 ......... ....... Parcel 4 t Address County in which Property is Located Tax Assessor's Number(s) Property Owner Identification Owner 1 Owner 2 Owner 3 Owner 4 Owner(s) Name Owner(s) Mailing Address Owner's Phone No. Owner of Which Parcel #? Attach additional sheets if there are more than 4 parcels or more than 4 owners /�� // "%1/'//,'//'� %/%//// Agreement No. 7424 KIMLEY-HORN AND ASSOCIATES, INC. STANDARD PROVISIONS (1) Consultant's Scope of Services and Additional Services. The Consultant will perform only the services specifically described in this Agreement. 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 amount 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 1.15 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 the Consultant all available studies, plans, or other documents pertaining to the project, such as surveys, engineering data, environmental information, etc., all of which the Consultant may rely upon. (d) Arrange for access to the site and other property as required for the Consultant to provide its services. (e) Review all documents or reports presented by the Consultant and communicate decisions pertaining thereto within a reasonable time so as not to delay 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. (g) Obtain any independent accounting, legal, insurance, cost estimating and feasibility services required by Client. (h) Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the Consultant's services or any defect or noncompliance in any aspect of the project. (3) Period of Services. Unless otherwise stated herein, the Consultant 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 the Consultant does not control. If such delay or suspension extends for more than six months, Consultant's compensation shall be renegotiated. (4) Method of Payment. Client shall pay Consultant as follows: (a) Invoices will be submitted periodically for services performed and expenses incurred. Invoices are due and payable upon presentation. Client shall pay Consultant 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 the Consultant 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, the Consultant 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 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. (d) If the Consultant 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 the Consultant's normal hourly billing rates, of the time devoted to such proceedings by its employees. (e) 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. (5) Use of Documents. All documents and data 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 Rev 01/18 111 Agreement No. 7424 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 the Consultant's documents, or any reuse of the documents without written authorization 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 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 hardcopy of the documents prepared by the Consultant, the hardcopy shall govern. (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 the costs of construction and materials, are made solely based on its judgment as a 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, or upon thirty days' written notice for the convenience of the terminating party. 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. (8) 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 performance of services, and it is agreed that the Consultant is not a fiduciary with respect to the Client. (9) LIMITATION OF LIABILITY. In recognition of the relative risks and benefits of the Project to the Client and the Consultant, 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 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 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 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. This Section 9 is intended solely to limit the remedies available to the Client or those claiming by or through the Client, and nothing in this Section 9 shall require the Client to indemnify the Consultant. (10) 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. (11) Construction Costs. Under no circumstances shall the Consultant 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. Consultant shall have no liability whatsoever for any costs arising out of the Client's decision to obtain bids or proceed with construction before the Consultant 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. (12) Certifications. All requests for the Consultant to execute certificates, lender consents, or other third -party reliance letters must be submitted to the Consultant at least 14 days prior to the requested date of execution. The Consultant shall not be required to execute certificates, consents, 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 Consultant to violate applicable rules of professional responsibility. Rev 01/18 12 Agreement No. 7424 (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 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. Consultant shall not be a custodian, transporter, handler, arranger, contractor, or remediator with respect to hazardous substances and conditions. Consultant's services will be limited to analysis, recommendations, and reporting, including, when agreed to, plans and specifications for isolation, removal, or remediation. The Consultant will notify the Client of unanticipated hazardous substances or conditions of which the Consultant actually becomes aware. 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 prepares construction documents 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) 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 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 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 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 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 01/18 13