Loading...
CONTRACT 7425 Professional Services AgreementAgreement No. 7425 Agreement No. P ROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND KIMLEY-HORN AND ASSOCIATES, INC. This AGREEMENT is entered into this day of September, 2025, 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 $54,300.00 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. -1- Agreement No. 7425 Agreement No. 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 iii. Understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. B. If services involve work upon any site, CONSULTANT agrees that CONSULTANT has or will investigate the site and is or will be fully acquainted with the 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 September 1, 2025 to December 31, 2026. 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. -2- Agreement No. 7425 Agreement No. 8. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: CONSULTANT furnishes proof of insurance as required under Section 22 of this Agreement; and CITY gives CONSULTANT a written notice to proceed. B. Should CONSULTANT begin work on any phase in advance of receiving written authorization to proceed, any such professional services are at CONSULTANT's own risk. 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: Revised proposal to provide consulting services for the Beach Cities Sports Headquarters Project, City of El Segundo dated September 17, 2025. 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 -3- Agreement No. 7425 Agreement No. 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's own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work satisfactorily completed up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). E. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. F, By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 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, -4- Agreement No. 7425 Agreement No. including graphic display information to be published in newspapers or magazines, will be approved and distributed solely by CITY, unless otherwise provided by written agreement between the parties. 18. INDEMNIFICATION. A. CONSULTANT agrees to the following: i. Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at CITY's request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives 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. ii. Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. iii. Exclusion for CEQA Actions. Notwithstanding the foregoing, CONSULTANT need not indemnify, defend, or hold CITY harmless in CEQA actions initiated pursuant to Public Resources Code §§ 21167 and 21168 where CONSULTANT's work may form the basis of a lawsuit. However, should CONSULTANT's work, as contemplated by this Agreement, contain errors or omissions that results in an adverse ruling against CITY, CONSULTANT agrees to indemnify and hold CITY harmless to the extent provided for in Section 18(A)(1). 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 -5- Agreement No. 7425 Agreement No. survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 19. ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20. INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21. AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with respect to all services and matters covered under this Agreement. CITY will have free access at all reasonable times to such records, and the right to examine and audit the same and to make transcript therefrom, and to inspect all program data, documents, proceedings and activities. CONSULTANT will retain such financial and program service records for at least three (3) years after termination or final payment under this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $2,000,000 Professional Liability $1,000,000 Business automobile liability $1,000,000 0 Agreement No. 7425 Agreement No. Workers compensation Statutory requirement B. Commercial general liability ("CGL") insurance must meet or exceed the requirements of ISO-CGL Form No. CG 00 01 04 13, or equivalent, covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 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. For automobiles, the insurance must meet or exceed the requirements of Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), or, if CONSULTANT provides proof of a personal automobile policy, such personal policy must include and indicate business venture coverage with limits no less than $1,000,000 per accident for bodily injury and property damage. If CONSULTANT has no owned autos, Code 8 (hired) and 9 (non -owned), with limits no less than $1,000,000 per accident for bodily injury and property damage must be included in coverage. If CONSULTANT does not use an auto for any component of this Agreement's performance, then CONSULTANT must sign and submit the form attached as Exhibit "B" to CITY before carrying out work under this Agreement. E. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Commercial General and Auto Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. CITY's additional insured status will apply with respect to liability and defense of suits arising out of CONSULTANT's acts or omissions. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to -7- Agreement No. 7425 Agreement No. CITY, and the notice must include any necessary endorsement to facilitate such notice to CITY. F. CONSULTANT will furnish to CITY valid Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, a copy of an Additional Insured endorsement confirming CITY has been given Additional Insured status under the CONSULTANT's General Liability policy, and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." G. Required insurance endorsement language is as follows: i. Additional Insured Endorsement with this language: "The City of El Segundo, its elected and appointed officials, employees, and volunteers as additional insureds." ii. Cancellation Endorsement with this language: "The City of El Segundo will receive thirty (30) days written notice in the event of cancellation, nonrenewed or reduction." iii. Primary and Non -Contributory Endorsement with this language: "Coverage is primary and non-contributory such that any other insurance that may be carried by the City will be excess thereto." H. 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: If to CONSULTANT: Attention: Rita Garcia Pro`ect Manager imle -Horn and Associates Inc. in If to CITY: Attention: Eduardo Schonborn Planner Manager Agreement No. 7425 Orange, 92868 714-786-6116 Agreement No. El Segundo Development Services De artment - City of El Se undo Phone: 310-524-2312 Email: eschonborn@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. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE. A. Restriction on Artificial Intelligence Usage. CONSULTANT must not utilize, employ, or incorporate any form artificial intelligence, machine learning, or other similar technologies (collectively, "Al") in the provision of professional services in this Agreement without CITY's express written consent. B. Exclusions. The Al prohibition set forth directly above will not apply to general business tools and software that may have Al components but are not directly involved in the execution or delivery of professional services that this Agreement covers, provided that such tools and software do not significantly impact the quality or nature of such services. C. Notification. CONSULTANT must promptly notify CITY, in writing, of any proposal to employ Al in connection its provision of services to the CITY under this Agreement. CITY will have the sole discretion to grant or deny such proposal. 27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest laws and regulations including, without limitation, CITY's conflict of interest regulations. 28. BACKGROUND CHECK; FINGERPRINTING; ASSOCIATED TRAINING. If CONSULTANT's work involves contact with minors, before conducting any performance of this Agreement, all Seller's employees, subcontractors, volunteers, or other agents that will perform CONSULTANT's work under this Agreement must submit to and pass a background/fingerprint investigation conducted or approved by City. CONSULTANT affirms and attests that its employees, subcontractors, volunteers, or other agents that will perform CONSULTANT's work under this Agreement have completed training in child abuse and neglect identification and training in child abuse and neglect reporting, which may be met by completing the online mandated reporter training provided by the Office of Child Abuse Prevention in the State Department of Social Services. CONSULTANT affirms and agrees that the background and reporting training will be completed before beginning performance under this Agreement. Upon City request, &11 Agreement No. 7425 Agreement No. CONSULTANT will promptly furnish proof of completion of such mandated reporter training to City, but in no event no later than two business days following City's request. 29. 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. 30. 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. 31. 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. 32. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 33. 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. 34. 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. 35. 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. 36. 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. -10- Agreement No. 7425 Agreement No. 37. ELECTRONIC SIGNATURES; SIGNATURE AUTHORITY. 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. CONSULTANT warrants that its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind CONSULTANT accordingly. 38. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 39. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 40. 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. 41. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private consultants, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public CITY. [Signatures on next page] -11- Agreement No. 7425 Agreement No. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Darrell George, City Manager ATT W, Susan ax, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: David King, Assist nt ity Attorney M6A -12- KIMLEY-HORN AND ASSOCIATES, INC. a North Carolina Corporation By: Jason Melchor, PE C65218 Associate Title: Taxpayer ID No.560885615 Agreement No. 7425 Agreement No. EXHIBIT "A" SCOPE OF SERVICES -13- Agreement No. 7425 Kimley»>Horn 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. Schonborn: 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. PROJECT UNDEIRS,,,I AII4 I IN 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. 7425 Kimley>Morn Mr. Eduardo Schonborn, September 17, 2025, Page 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 Than Significant With Mitigation Ilncoroorated • Cultural Resources (Paleontological/ • Hazards and Hazardous Materials Archaeological Resources) • Hydrology and Water Quality • Greenhouse Gas Emissions (GHG) • Tribal Cultural Resources Significant and Unavoidable Ctes ite Miti anon • 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 building that 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. CECIA allows use W Agreement No. 7425 > Mr. Eduardo Schonborn, September 17, 2025. Por�,e 3 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. o 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. 1 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. 7425 I.o r Mr. Eduardo Schonborn, September 17, 2025, Po-ge 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. TASK 1.0: PROJECT INITIATION Taslk . u1: Project Kick -Off 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. Task .: Data Collection and (Review 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. Task 1 : (Project Description 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. Deliverables.: City Data Needs List; Meeting Agenda, Minutes, and Action Items; CEQA Schedule; Draft and Final Project Descriptions Agreement No. 7425 Klmley')>0 „ten Mr. Eduardo Schonborn, September 17, 2025, ?one TASK 2.0: TECHNICAL MEMORANDUM Kimley-Horn will prepare the technical memorandum outlined below. Additional studies/analyses may be identified during preparation of the environmental documentation. 'Task J: 'Trip Generation Screening Ainaiysis 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 111h 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. Deliverob(es: Draft and Final Memo 'TASK 3.0: SUBSTAINTIAL CONFORMANCE MEMORANDUM 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. Agreement No. 7425 Mr. Eduardo Schonborn, September 17, 2025; Poge o "raslk 3.1: Adn°uinistrative Mennoirainclunu 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) Task 12: Complete Mernoirarudu nn 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 'TASK 4.0 Mi"'i'i A'TIION M0I41"'rORIIIN AND REIPORTUNG (PLAIN 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. Dellverable..s: Draft and Final MMRP 'rASIK . : (PROJECT MANAGEMENT AMID MEETIIIN ,S,/IHIEARIIIN ,S Task .1: (Project Management 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. 7425 ir Mr. Eduardo Schonborn, September 17, 20251. rage 7 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. Task 6.2: Meetfings/IHeariings 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). Defiveroble n.° Meeting Agenda, Minutes/Action Items, and PPP P111l:.`.1l1JM1lNA1RY 5011°1ED III,,,E 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 MEMO@, Wo Agreement No. 7425 iI r Mr. Eduardo Schonborn, September 17, 2025, age 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. TABLE 1„ FEE AND EXPENSES TASK # TASK FEE 1.0 PROJECT INITIATION ...... 1.1 .... ............ ..... .,,,,..._ ....... -... _ .......... Project Kick -Off _ ......,_ $2,400 _........_1.2 ......... .....m _........ DataCollectionand Rev'iew $2,800 1.3 Project Description $6,100 ..._. 2.0 ........ ............ TECHNICAL MEMORANDUM 2.1 Trip Generation Screening _ ...... p _ ng Analysis ........_.._ ....... $4,900 _........ 3.0 . SUBSTANTIAL CON _ ........... ......... CONFORMANCE MEMO .... 3.1 .. ......... ___ ...... .,,.. ._......... ......__._. Administrative Memo ....,._ $10,800 31.2.... Complete Memo _ $5,. 5,200 4.0 ® .. _ MMRP ------------ ... $800 ........ _ ... 6.0 ......,.._ ........, �. .. _ ............. PROJECT MANAGEMENT & MEETINGS/HEARINGS MNG ...m., .......... 6.1 ........... . ....... .. ............ - .......... Project Management -....... $2,100 6.2 Hearings Meetings/� $1 _ $12,300 ... ...... ._.... .... Total Fee ...... .$47,400 ............ .......... ........_._. Expenses _..... ...... $2,200 Totai Fee and Expenses $49,600 _....... _......._ ...._-_------ CONTINGENCY _ __.... ... ......_... ...... Contingency (10% ...... $4,700 ......,.,,. Fee., .i�pen.e.�e, .............�...�... ......... 'Fatal E and Contingency ...........................,.,.,,�_........... $54, 00 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 referto Kimley-Horn and Associates, Inc., and "Client" shall referto 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: llll` 1 1� Agreement No. 7425 I I Horn Mr. Eduardo Schonborn, September 17, 2025, Pocl2 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, KlI III,,,E -HORN AND ASSOCIATES, INC. 49 �74 �' 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 Agreement No. 7425 Kimley>))Horn 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 Clie_....._��� ........__. �. ........_. ......_ .....�.. uM. g nt _.._. ----------- ..........._ ........... .......... ..... M_... ailing Address for Invoices .... .................... ..... Contact forwBilling Inquiries Contact's Phone and e-mail Client is (check one) Owner Agent for Owner Unrelated to mFmmmmIT�, Owner--------- i--- . . . ........................ to ert, jdentification Parcel 1 Street Address County in which Prooertv is Located Tax Assessor's Number(s) Pro eVOwner Identification ... ITOwner 1 -Owner(s) Name Owner(s) Mailing Address Owner's Phone No. Owner of Which Parcel #? Parcel 2 Owner 2 Parcel 3 Owner 3 Parcel 4 Owner 4 Attach additional sheets if there are more than 4 parcels or more than 4 owners Agreement No. 7425 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 m Agreement No. 7425 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. 7425 (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