CONTRACT 7460 Professional Services AgreementAgreement No. 7460
Agreement No.
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina Corporation
This AGREEMENT is entered into this X day of October, 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 $220,000.00 for CONSULTANT's services, which includes a 10-
percent contingency above the CONSULTANT'S cost proposal of
$199,500 in attached Exhibit "A" (Revised Proposal to Provide Consulting
Services for the Data Center and Substation at 750 North Nash Street
Project, dated October 22, 2025). CITY may modify this amount as set
forth below. CONSULTANT acknowledges that it will be paid by funds
received by the CITY from the Developer and/or Applicant associated with
the Data Center Substation project for which the CONSULTANT performs
services on behalf of the CITY.
2. SCOPE OF SERVICES,
A. CONSULTANT will perform services listed in the attached Exhibit "A"
(Revised Proposal to Provide Consulting Services for the Data Center and
Substation at 750 North Nash Street Project, dated October 22, 2025),
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.
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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.
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;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the 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.
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7. TERM. The term of this Agreement will be from October -, 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" (Revised Proposal to
Provide Consulting Services for the Data Center and Substation at 750
North Nash Street Project, dated October 22, 2025);
B. Termination as stated in Section 15.
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 Data
Center and Substation at 750 North Nash Street Project, dated October
22, 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.
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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
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.
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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,
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
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work may form the basis of a lawsuit. However, should
CONSULTANT's work, as contemplated by this Agreement,
contain errors or omissions that results in an adverse ruling
against CITY, CONSULTANT agrees to indemnify and hold
CITY harmless to the extent provided for in Section 18(A)(i).
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents, representatives, and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 222, and any
approval of said insurance by CITY, are not intended to and will not in any
manner limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
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
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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
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.
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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 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 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
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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
Kimley-Horn and Associates
1100 W. Town and Country Road, Suite
Orange, CA 92868.
(714) 939-1030
Rita.Garcia@kimley-horn.com
If to -CITY -
Attention: Eduardo Schonborn.
City of El Segundo
700. 350 Main Street
City of El Segundo.
(310) 524-2312
eschonborn@elsegundo.org
Any such written communications by mail will be conclusively deemed
received by the addressee upon deposit thereof in the United States
prepaid and properly addressed as noted above. In all other instances,
deemed given at the time of actual delivery. Changes may be made in
addresses of persons to whom notices are to be given by giving notice
prescribed in this paragraph.
26. PROHIBITED USE OF ARTIFICIAL INTELLIGENCE.
to have been
Mail, postage
notices will be
the names or
in the manner
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
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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,
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
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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.
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]
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IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO
A municipal corporation.
Darrell George
City Manager
ATT ST:
Sudan Truax,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, City Attorney
BY�°
p
� H� � , David King, Assisi City Attorney
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KIMLEY-HORN AND ASSOCIATES,
INC., a North Carolina Corporation
Digitally signed by Jason
Melchor
//N,/Aa-i Date: 2025.10.23
17:02:38-07'00'
Jason Melchor, PE C65218
Associate
Kimley-Horn and Associates
Taxpayer ID No. 56-0885615
Agreement No. 7460
Agreement No.
EXHIBIT "A"
REVISED PROPOSAL TO PROVIDE CONSULTING SERVICES FOR THE
DATA CENTER AND SUBSTATION AT 750 NORTH NASH STREET PROJECT,
DATED OCTOBER 22, 2025
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Kimley»>Horn
October 22, 2025
Ms. Maria Baldenegro, Assistant Planner
City of El Segundo Community Development Department
350 Main Street
El Segundo, CA 90245
Re. Revised Proposal to Provide Consulting Services for the Data Center and Substation at 750
North Nash Street Project, City of El Segundo, California
Dear Ms. Baldenegro:
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 Data Center and Substation at
750 North Nash Street Project (the "Project"). This Proposal was revised to reflect the proposed
Project updates, as detailed in Ms. Baldenegro's 10/08/25 email and as resulted in a change in the
CEQA strategy.
PROJECT UNDERSTANDING
This Project understanding is based on Kimley-Horn's review of City -provided documentation and our
understanding of land use and environmental issues.
The Project site involves three parcels totaling approximately 4.7 acres located in the City's northeast
portion, at the southeast corner of the North Nash Street and East Maple Avenue intersection. The
APNs, acreages, addresses, and existing land uses within each property are presented in the Existing
Land Uses Table below. The Project site is generally bound by East Maple Avenue on the north, a
parking structure and office uses on the south, Campus Square West on the east, and Nash Street on
the west.
.....
EXISTING LAND USE ................
_
5 TABLE
APN Acres Address Existing Land Use
....
4138-030-093 2.150 750 North Nash Street Hatt Place _. _... _._ _.._
y e IA ("Hyatt Hotel )
4138-030-111 1.276 2310 East Maple Avenue AC Hotel b Marnot AC Hotel
4138-030-113 1.303 737-757 Campus Square West Parking Structure' and Moose Toys
........................ .
("Two Office Buildings")
Total 4.7 _.�.-..
Notes:
1. The Project proposes to demolish this five -story hotel, which includes 143 guest rooms, an outdoor
fireplace, pool, and surface parking lot.
parking .__......... .... buildings.
2. This arkin structure serves the AC Hotel and the two office
The Project proposes to demolish the Hyatt Hotel and associated improvements and in their place
construct and operate a data center and electrical substation. The approximately 176,256-gross
square foot (GSF) data center would be up to four stories high and would include 15, Tier 4 emergency
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I&4s. A4aria Boldenegro, October 2_, 2025, Pape 2
mley>)OHorn
backup generators, and 32 chillers. The substation would total approximately 10,300 SF and would be
approximately 20 feet tall with screening at a height of 25 feet. The substation's equipment would be
fully concealed from view from the nearest public street (Nash Street). The data center would include
one subterranean parking level containing 115 subterranean parking spaces in one underground
parking level. The subterranean parking level would require approximately 30,000 cubic yards (CY) of
export. The Project also proposes to subdivide the property (APN 4138-030-093) containing the Hyatt
Hotel to create two lots through a Parcel Map, with the substation and data center each on their own
legal lot. The proposed Project would require Site Plan Review (SPR), Transfer of Development Rights
(TDR), and a Tentative Parcel Map.
The Project site is zoned Corporate Campus Specific Plan (CCSP). CCSP Table 1 established the
development thresholds for the CCSP area that received CEQA clearance through a Certified EIR
(2002) for 2,550,000 GSF of development, including 2.0 million SF (MSF) of office uses and 550,000 SF
of all other uses allowed by the CCSP (specified in CCSP Section V). The originally -proposed CCSP
development was subsequently reduced to 2,175,000 GSF of development, including 1,740,000 GSF
of office uses and 435,000 GSF for all other uses allowed by the CCSP ("Original Project"). CCSP Section
V identifies the uses allowed by the CCSP Permitted Accessory Uses, and uses subject to an
Administrative Use Permit (AUP) and/or a Conditional Use Permit (CUP) and indicates data centers
are Permitted Uses within the CCSP (i.e., permitted by right). The substation is not identified
specifically as an allowed use, but it is assumed to be allowed as a Permitted Accessory Use given the
CCSP states "any use customarily incidental to a permitted use" and "other similar uses approved by
the Director of Planning and Building Safety." Additionally, the CCSP "allows for the development of
technology -related telecommunications and web hosting uses. Because of the prospective levels of
power consumption associated with such uses, the Specific Plan area could include an on -site
electrical co -generation facility." The Certified EIR (page IV.C-12) assumed that "because the project
site is flat, grading depth will be shallow with only limited dust generation." The Certified EIR (page
IV.C-13) also noted that "on -road emissions will result from trucks bringing construction materials and
from construction workers," but did not assume any soil export.
In November, 2013, the City approved an Addendum to the Certified EIR that addressed construction
of up to 625,205 square feet of the remaining project SF on an undeveloped part of the property
("2013 Revised Project"), and in March 2015, an Addendum was prepared that identified
development of a five -story, 214,340 SF office building, among other improvements ("2014 Revised
Project"). Collectively, the Certified EIR and two Addendums are referred to as "earlier analyses."
The City provided Trip Generation Calcs (undated) as an attachment to the RFP and has confirmed
these are an accurate tabulation of the cumulative development that has occurred within the CCSP to
date. The Trip Generation Calcs indicate the CCSP's cumulative development totals 698,150 SF or
approximately 27 percent of the 2,550,000 GSF of development that received CEQA clearance through
the Certified EIR (approximately 40 percent of the 2,175,000 GSF of development that is allowed in
the CCSP).
The City is seeking to obtain a Proposal for the preparation of the CEQA documents for construction
and operation of the proposed Project. As noted above, although CCSV Section V indicates data
centers are permitted by right, and the Trip Generation Calcs indicate the CCSP's cumulative
gg FOR/ NO NO W WE
N IMMUNE
OW
Agreement No. 7460
Imley>Morn Nls, Nloric Solclenegro, October 22, 2025, Pcc7e 3
development totals only approximately 27 percent of the development that received CEQA clearance
through the Certified EIR. However, as previously noted, the subterranean parking level would require
approximately 30,000 CY of export, but the Certified EIR assumed grading depth would be shallow
and only included on -road emissions from trucks bringing construction materials and construction
workers (no trucks from soil export). These project changes are preliminarily anticipated to result in
one or more significant effects not discussed in the Certified EIR and/or that significant effects
previously examined would be substantially more severe than identified in the Certified EIR, thus,
disqualifying the Project from an Addendum. Therefore, we have preliminarily determined the
Technical Studies and Initial Study will identify potentially significant effects, but revisions to the
Project plans and/or mitigation measures would avoid the effects or mitigate the effects to a less than
significant level. As such, this Scope assumes preparation of Technical Studies and an Initial Study
leading to a Mitigated Negative Declaration (IS/MND). Should the Technical Studies and Initial Study
find that the Project may have a significant effect on the environment, the Project would be
disqualified from an MND and preparation of an EIR would be appropriate, which would require a
separate Scope and Fee.
SCOPE OF SERVICES
Kimley-Horn will provide the Scope of Services specifically set forth below. This Scope of Services has
been prepared based upon Kimley-Horn's review of City -provided documentation and understanding
of Project issues. This Scope assumes the following:
• Preparation of an Initial Study leading to an MND. Changes to the CEQA strategy would
require a budget augment.
• A eight (8)-month Schedule. If substantial delay occurs (90 calendar days or more), a budget
augment may be required to accommodate additional Project management time and other
costs.
• Baseline conditions, Project Description, and approach will not change once City issues the
Notice to Proceed (NTP). Project revisions/changes requiring re -analysis (e.g., change in
methodology, assumptions, etc.) are excluded and would require a budget augment.
• City will not request substantial new analysis that has not previously been prepared or
considered in the "Administrative" deliverables cycle. Substantial changes to the Project
Description or analysis required to address City comments will require a budget augment.
• Per deliverable and unless otherwise noted below, Kimley-Horn will:
o Respond to two City review cycles. Additional review cycles are excluded and would
require a budget augment. City comments will be provided as one reconciled set in
Word redline format.
o Per review cycle, provide a "redline copy" that reflects the proposed edits and
responds to comments and a "check copy" for approval prior to finalizing.
o Provide to City in electronic format (Word/pdf).
• City will provide the following:
o Project details to support the analyses:
Agreement No. 7460
I mley))O Horn Ms, Marto 6oldenegro, October 22, 2025, Page 4
■ Project narrative identifying stationary equipment (including equipment
specification data sheets), off -site improvements, and any other relevant
Project details.
w Construction details including phasing, duration, demolition, grading,
excavation, export, and paving quantities.
Energy/water conservation measures and sustainable Project features that
would be incorporated into the design.
o Preliminary Geotechnical Investigation (per Certified EIR MM E-1);
o Preliminary Grading and Drainage Plan and Preliminary Water Quality Management
Plan (WQMP) (per Certified EIR MM E-2 and MM G-1); and
o Preliminary Utility Plan (Dry and Wet).
Task 1.1® Project Kick -Off
will organize and facilitate a Project 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. Because the Project would replace the Hyatt Hotel with the proposed data center and
substation, Kimley-Horn will collaborate with the City to verify the analysis parameters for the
proposed redevelopment (i.e., approach, assumptions, change from existing conditions, etc.).
Scheduling, and overall communications protocol will also be established.
Task 1.2: Data Collection and Review
Kimley-Horn will collect and review readily available reference data, 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.
Task 1.3: Project Description
Kimley-Horn will prepare a Project Description, which will detail the 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.
Because the Project would replace the Hyatt Hotel with the proposed data center and substation,
Kimley-Horn will collaborate with the City to verify the existing conditions and accurately credit the
proposed Project. The Project Description will also include a detailed Background and History
discussion to establish the conditions concerning existing development. The Project Description will
serve as the foundation for the Technical Studies and IS/MND.
Agreement No. 7460
II ) N-1s. Mai iLy Bo/denegro, October22, 202-5. Page
Task 1.0 Deliverables: City Data Needs List; Meeting Agenda, Minutes, and Action Items; CEQA
Schedule; Draft and Final Project Descriptions
Kimley-Horn will prepare the Technical Studies listed below. These analyses will be included in the
Initial Study and the modeling outputs will be included as Appendices to the Initial Study.
Task .1a Air Quality Assessment
Kimley-Horn will assess air quality emissions in accordance with the South Coast Air Quality
Management District's (SCAQMD's) recommended methodologies set forth in the SCAQMD CEQA Air
Quality Handbook. The analysis will be prepared in accordance with CEQA criteria, standards, and
provisions and will respond to the applicable checklist items within State CEQA Guidelines Appendix
G. The following outlines our approach:
Construction Emissions. Kimley-Horn will calculate construction emissions using the latest version of
the California Emissions Estimator Model (CalEEMod). Emissions will be calculated based on the
Project's scope and assumptions regarding construction equipment, scheduling, and associated
vehicle trips. As previously noted, the underground parking area would require approximately 30,000
CY of export, which would generate truck haul trips. Construction activities would also generate truck
delivery trips and construction workertrips. The construction air pollutant emissions will be compared
to the SCAQMD regional thresholds of significance. Construction -related mitigation will be identified,
as necessary.
Operational Emissions. Kimley-Horn will quantify the Project's operational emissions (i.e., area,
energy, and mobile source) related to area sources and local/regional vehicle miles traveled (VMT).
Because the data center would replace an existing hotel, the analysis will credit the proposed Project.
Also, because the data center will include stationary source equipment requiring SCAQMD permits,
the results of the analyses needed for permitting will be incorporated into the Air Quality Assessment.
Operational building emissions will be based on full buildout of the Project, inclusive of the stationary
source equipment for CEQA purposes (i.e., building, area, and mobile, along with routine testing
emissions- this excludes permitting). The Project's emissions will be compared to the SCAQMD
thresholds of significance. Operational mitigation measures will be identified, if necessary.
Localized Impacts. Localized impacts will be analyzed based upon the SCAQMD's Localized
Significance Thresholds (LST) methodology. For construction, the analysis will utilize the SCAQMD's
published LST Look -Up Tables to assess potential localized impacts from on -site emissions. For
operations, the analysis will follow the SCAQMD Air Quality Analysis Guidance Handbook (Revised
October 2003) and SCAQMD Guidance Document forAddressing Air Quality Issues in Local Planning
(May 2005), which outline the dispersion modeling protocols for evaluating compliance with the
National Ambient Air Quality Standards (NAAQS). Odors will be evaluated qualitatively. Applicable
mitigation will be identified, if necessary.
/; //l% it ji,!%%/IN i7 /ii ,, ,i,, a,//
Agreement No. 7460
KimlerMorn NIs. Mario Saldenegra, October ZZ, 20251, Page b
Plan Consistency. Kimley-Horn will evaluate the Project's consistency with the SCAQMD's Air Quality
Management Plan (AQMP). The determination of AQMP consistency is primarily concerned with the
long-term influence of a project on air quality in the South Coast Air Basin.
Air Quality Modeling Protocol. Given the level of public interest and limited public understanding
regarding data center operations, Kimley-Horn proposes to prepare an Air Quality Modeling Protocol
for submittal to the SCAQMD for review and concurrence prior to conducting detailed dispersion
modeling. The protocol will summarize the proposed modeling approach and inputs, including
ambient air quality data for the Project area, representative meteorological data, and Project -specific
information on emissions sources, stack parameters, and other operational assumptions. The protocol
will be developed consistent with the SCAQMD Air Quality Analysis Guidance Handbook (Revised
October 2003) and U.S. EPA's Guideline on Air Quality Models (40 CFR Part 51, Appendix W) and will
outline the modeling methodology, receptor grid, and averaging periods to be used for evaluating
compliance with applicable National and California Ambient Air Quality Standards (NAAQS/CAAQS).
This Scope excludes preparation of SCAQMD Authority to Construct/Permit to Operate forms and
application materials, which can be scoped under an Amendment.
Per SCAQMD guidance, a Health Risk Assessment (HRA) is warranted for projects that involve the
siting of new sources of toxic air contaminants within 1,000 feet of sensitive receptors, such as
residences, schools, parks, hospitals, or places of worship. The proposed Project includes
approximately 30,000 CY of export and a data center with stationary combustion sources (e.g., backup
diesel generators), and would be located within 1,000 feet of sensitive receptors. As such, Kimley-
Horn will prepare a quantitative HRA to evaluate potential construction and operational impacts. Our
assessment will include the following components:
• Construction diesel particulate matter (DPM) emissions rates will be derived from on- and off -
road emissions quantified in the Air Quality Assessment above.
• Operational DPM emissions from backup generators will be quantified using California Air
Resources Board (CARE) emissions factors and engine specifications. Emissions estimates are
based on the number of generators, rated horsepower, Tier certification, and anticipated
hours of operation, consistent with methodologies recommended by the SCAQMD.
• Construction and operational pollutant concentrations will be projected at the nearest
sensitive receptors using the U.S. EPA AERMOD dispersion modeling software.
• The modeled concentrations will be used to determine the increase in cancer risk, as well as
the chronic and acute health impacts due to DPM exposure. The increased cancer risk and
health hazard will be calculated following the methodology in the California Environmental
Protection Agency's Office of Environmental Health Hazard Assessment (OEHHA) Air Toxics
Hot Spots Program Risk Assessment Guidelines - The Air Toxics Hot Spot Program Guidance
Manual for Preparation of Health Risk Assessment.
The assessment will present background information on DPM and its health risks, the assumptions
used for the modeling and modeling methodology and the results of the analysis.
Agreement No. 7460
Kimley>Morn- Ms. Mario Soldenegra, October 2Z 2025. Page f
Kimley-Horn will conduct an Energy Analysis for the Project. Kimley-Horn will analyze the Project's
energy implications pursuant to State CEQA Guidelines § 15126.2(b) and Appendix F. The analysis will
describe, where relevant, the wasteful, inefficient, and unnecessary consumption of energy caused
by the Project. The analysis will evaluate energy consumption associated with short-term construction
activities, long-term operations, buildings, and transportation -related energy during construction and
operations. The data center's diesel consumption (i.e., gallons per year) of the generators and the
electrical demand would be compared against the utility service area's annual energy consumption
to establish a relative energy consumption to support a CEQA conclusion.
The analysis will evaluate the Project's potential contribution to cumulative impacts environmental
effects of climate change and whether the Project would affect the State's ability to achieve
established greenhouse gas (GHG) reduction goals. Land use data will be reviewed and an inventory
of GHG emissions (i.e., nitrous oxide, methane, and carbon dioxide) from both direct (i.e., area and
mobile sources) and indirect sources (i.e., energy/water consumption and wastewater/solid waste
generation) will be prepared. Total GHG emissions from construction activities will be amortized into
the GHG emissions inventory. CalEEMod will be used to quantify GHG emissions.
Project -related GHG emissions will be assessed based on Project consistency with applicable GHG
reduction plans, applicable City policies as well as other applicable regional/statewide GHG emissions
reduction strategies such as the CARB Scoping Plan and the Regional Transportation Plan/Sustainable
Community Strategy for the Southern California Association of Governments (SCAG) region.
The noise assessment will quantify both construction and operational noise levels. The analysis will
examine whether the Project noise would generate a substantial temporary or permanent increase in
ambient noise levels in the Project's vicinity in excess of applicable standards. Noise modeling will be
based on reference noise levels provided in equipment specifications. The following outlines our
approach:
Existing Conditions and Regulatory Setting. Noise standards regulating noise levels will be discussed
for land uses on and adjacent to the Project site. A site visit will be conducted, and short-term and
long-term noise level measurements will be taken along the Project area. Up to three separate short-
term (15-minute) noise measurements and one long-term (24-hour) noise measurement will be taken
to establish baseline noise levels in the Project area.
Construction Noise. Stationary source construction noise levels will be analyzed based on the
anticipated equipment to be used, length of a specific construction task, equipment power type
(gasoline or diesel engine), horsepower, load factor, and percentage of time in use. The construction
noise impacts will be evaluated in terms of maximum levels (Lmax) and hourly equivalent continuous
noise levels (Leq) and the frequency of occurrence at adjacent sensitive receptors. Because the
,01/////////////////////////////////////////////////////////////////////////////%
Agreement No. 7460
Ms. Alaria 6oklenegro, October?2, 2025'. Page S
underground parking area would require approximately 30,000 CY of export, which would generate
truck trips, off -site noise impacts from construction traffic will be assessed qualitatively.
Vibration. An analysis of construction vibration impacts will be based on the Federal Transit
Administration's (FTA's) vibration analysis guidance. Analysis requirements will be based on the area's
sensitivity, specific construction activities, and Noise Ordinance specifications. The analysis will
examine whether the Project would generate excessive groundborne vibration.
Operational Noise. On -site noise generating activities will be addressed and analyzed for potential
impacts to the adjacent uses and will be assessed against the applicable Land Use Noise and
Compatibility Matrix and Interior/Exterior Noise Guidelines. Kimley-Horn will model the data center's
on -site operational noise including rooftop mechanical equipment, such as chillers, and emergency
generators with the SouncIPLAN software. Operational noise will be analyzed to identify the future
noise levels that will be experienced at the nearby sensitive receptors. Maximum (Lma),) and average
(Leq) noise levels will be calculated at receptors. Analysis will include recommendations for sound wall,
enclosure, fence, or other abatement measures, if required. Since data centers typically generate a
low volume of daily vehicle trips, potential on- and off -site noise impacts from operational vehicular
traffic will be assessed qualitatively.
Task 2.6: Transportation Studies
Kimley-Horn will prepare this analysis in accordance with the City's SB 743 Implementation Guidelines
("SB 743 Guidelines") and will address Project -related transportation impacts, including construction
traffic, operational traffic, and VMT.
TASK 2.6.1: CONSTRUCTION TRAFFIC ANALYSIS
The underground parking area would require approximately 30,000 CY of export, which would
generate truck haul trips. Kimley-Horn will prepare a qualitative construction traffic analysis XXXXX
The underground parking area would require approximately 30,000 CY of export, which would
generate truck haul trips. Kimley-Horn will prepare a haul route map and qualitative construction
traffic analysis to evaluate potential interference with pedestrian, bicycle, transit, or vehicle
circulation. Kimley-Horn will review construction information to determine if any closures, access
restrictions, and access modifications are required. The qualitative analysis will be summarized in a
technical memorandum and will include evaluation of the following, based on the LA County
"Transportation Impact Analysis Guidelines" (July 2020).
• Temporary Transportation Constraints
• Temporary Loss of Access
• Temporary Loss of Bus Stops or Rerouting of Bus Lines
Kimley-Horn assumes that Client will provide construction procedures, including phasing and
duration. This task excludes preparation of a Traffic Control Plan. If a Traffic Control Plan is required,
Kimley-Horn can prepare for an additional fee.
Agreement No. 7460
Kimley>>o Horn Ms, Mario Soldenegro, Ocrober2Z 2025, Page 9
TASK 2.6.2: OPERATIONAL TRIP GENERATION SCREENING MEMORANDUM
Kimley-Horn will prepare a screening -level trip generation analysis to estimate the number of daily
and peak -hour trips generated by the proposed Project. Kimley-Horn will calculate the trip generation
for the proposed Project, including the existing displaced hotel and the proposed data center utilizing
the latest version of the Institute of Transportation Engineers (ITE) Trip Generation Manual and
Applicant -provided Project employee data. The Project's trip generation will be presented in tabular
form, including the existing trip credit and the net change from existing conditions. Kimley-Horn will
prepare a Technical Memorandum to present the methodology and findings. The analysis will
determine whether the Project qualifies for screening from a VMT analysis under CEQA. Based on the
City's SB 743 Guidelines and preliminary assumptions, the Project is expected to generate fewer than
110 daily trips and therefore is anticipated to qualify for VMT screening and not require a full Local
Transportation Assessment (LTA). Therefore, these are excluded from this Task.
Task 2.0 Deliverables: Draft and Final Modeling, and Draft and Final Transportation Memos
TASK 3.0: TRIBAL CULTURAL COMMUNICATIONS
Kimley-Horn will provide Assembly Bill (AB 52) Native American communications assistance, as
directed by the City. Kimley-Horn will contact the Native American Heritage Commission (NAHC) to
request a Sacred Lands File (SLF) search. Using the City's California Native American tribal contacts
list, Kimley-Horn will draft AB 52 letters for City distribution. A request for consultation would require
the City to enter a consultation process. Results of the tribal cultural communications will be
incorporated into the Initial Study. Should the City desire that Kimley-Horn provide consultation
assistance, a budget augment would be required.
Task 3.0 Deliverables: Draft and Final AB 52 Letters
TASK 4.0: DRAFT INITIAL STUDY
Kimley-Horn will prepare an Initial Study in accordance with Public Resources Code §§21080(c)-(e)
and State CEQA Guidelines §§15060-15065. The Initial Study will describe the Project's location,
environmental setting/baseline conditions, and characteristics. The Initial Study's main body will
consist of an environmental checklist and the supporting environmental analyses. Kimley-Horn will
explain all responses and "No Impact" responses will be supported by cited information sources. The
explanation of each issue will also identify the significance criteria or threshold used to evaluate each
question.
The Initial Study will include up to 10 exhibits to enhance the written text and clarify the Project's
environmental impacts. Our in-house graphic design team will create exhibits, as well as covers and
dividers for the Initial Study and Appendices.
Agreement No. 7460
lr(i Ms. Moria Boldenegro, October 22, 2025, Page 10
Upon completion of the Technical Studies and Initial Study, Kimley-Horn will schedule a call with the
City to communicate the preliminary environmental review findings and critical path items/issues, if
any. Assuming the Technical Studies and Initial Study determine that Project impacts can be
avoided/mitigated to a less than significant level, Kimley-Horn will prepare an MND in accordance
with the State CEQA Guidelines §§15063, 15162, 15167, and 15168. If the Technical Studies and Initial
Study determine the Project may have a significant effect on the environment, the Project would be
disqualified from an MND and preparation of an EIR would be required. This change to the CECIA
strategy would require a budget augment.
Task 4.2: Draft Initial Study Completion
Kimley-Horn will respond to two reconciled sets of City comments (i.e., two review cycles) on the
Administrative Draft Initial Study. Kimley-Horn will provide the City with redlines that reflect the
proposed edits and respond to comments, and a check copy for approval prior to finalizing/public
release.
Task 4.0 Deliverables: Administrative Draft Initial Study, Check Copy Draft Initial Study, Draft Initial
Study
TASK .0: FINAL INITIAL STUDY
Kimley-Horn will prepare the Responses to Public Comments, which will consist of the following
sections:
• Introduction
• List of Commenting Persons, Organizations, and Public Agencies
• Comment Letters
• Responses to Comments
• Errata to the IS/MND, if required.
Kimley-Horn will respond to public comments received on the Draft IS/MND during the public review
period and any additional comments raised during public hearings. Kimley-Horn will prepare written
responses to relevant environmental issues and incorporate these into the Final Initial Study. It is
noted that the extent of public/agency comments that will result from the public review process is
presently unknown. Therefore, Kimley-Horn has budgeted conservatively, assuming up to 20 hours
for completion of the Administrative Responses to Public Comments. Should the level of comments
and responses exceed the assumed effort, Kimley-Horn will provide additional services on a T&M
basis.
Agreement No. 7460
IMs. Marro Balderegi`e, October22, 2025. Pm7e 11
mley>)OHorn
Task 5.2® Responses to Public Comments Completion
Kimley-Horn will respond to two reconciled sets of City comments on the Administrative Responses
to Public Comments. Kimley-Horn will provide the City with a redline copy that reflects the proposed
edits and responds to comments, and a check copy for approval prior to finalizing.
Task 5®m Final Initial Study Completion
Once the Responses to Public Comments is finalized, Kimley-Horn will revise the Draft Initial Study in
accordance with City direction and will prepare the Final Initial Study. Kimley-Horn has budgeted
conservatively, assuming up to 20 hours for completion of the Final Initial Study. Should the level of
Initial Study errata edits exceed the assumed effort, Kimley-Horn will provide additional services on a
T&M basis. Kimley-Horn will provide the City with a check copy for approval prior to finalizing.
Task 5.0 Deliverables: Administrative Responses to Public Comments, Screencheck Responses to
Public Comments, Responses to Public Comments, Final Initial Study
TASK 6.0 MITIGATION0 ITQ I G AND REPORTING PROGRAM
Kimley-Horn will prepare a Mitigation Monitoring and Reporting Program ("MMRP") in collaboration
with the City to identify appropriate monitoring steps/procedures, and provide a basis for monitoring
such measures during and upon Project implementation. The MMRP Checklist will indicate the
mitigation measure number and text, monitoring milestone, method of verification (e.g.,
documentation, field checks, etc.), and a verification space for initials of the verifying individual, date,
and pertinent remarks.
Kimley-Horn will respond to one reconciled set of City comments on the Administrative MMRP.
Kimley-Horn will provide the City with a redline copy that reflects the proposed edits and responds to
comments, and a check copy for approval prior to finalizing.
Task 6.0 Deliverables: Draft and Final MMRP
Pursuant to AB 819, public agencies must submit all CEQA environmental documents to the State
Clearinghouse (SCH) for publication to CEQAnet. Kimley-Horn will work with the City to obtain
Submitter access to the CEQA Submit online platform. Kimley-Horn will complete the following CEQA
Notices and SCH Forms for the Project and file these along with the Project's IS/MND to CEQAnet and
the County Clerk on behalf of the City: Notice of Intent (NOI); SCH Notice of Completion (NOC),
Environmental Document Transmittal, and OPR Summary Form; and Notice of Determination (NOD).
Kimley-Horn will distribute the Notices to responsible, trustee, and interested agencies, community
groups, and individuals based on a City -provided distribution list. The NOD will be filed within five
working days of action on the Project. This Scope assumes that the City will provide the receipt of
prior payment of California Department of Fish and Wildlife (CDFW) fees as a part of the Certified EIR.
Agreement No. 7460
iI ')Morn Nis. Mario _Roldencgio, October22, 2025. Page 12
This Scope excludes radius mailing, the newspaper notice, and payment of California Department of
Fish and Wildlife (CDFW) fees.
Task 7.0 Deliverables: Draft and Final Notices and Forms
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,
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. This Task assumes a eight (8)-month Project duration.
The Kimley-Horn Project Manager and one additional Kimley-Horn Staff will attend
meetings/hearings and represent the Project Team, as appropriate. This Task assumes up to 60
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; 5 Progress; 1 Planning Commission
(in -person with PowerPoint Presentation (PPP)); and 1 City Council (in -person with PPP).
Task 8.0 Deliverables: Draft and Final NODs and Forms
Any services not specifically provided for in the above Scope will be billed as additional services and
performed at Kimley-Horn's then -current hourly rates.
PRELIMINARY SCHEDULE
Kimley-Horn (KH) will perform the services described above as expeditiously as practicable with the
goal of meeting the preliminary Project Schedule presented below. The Schedule identifies significant
milestones and each task's duration. The Schedule also assumes authorization to proceed (ATP) mid -
November. Based on the proposed Scope and as shown on the date -specific Schedule below, we
estimate an eight (8)-month Project duration for the IS/MND, with a target Planning Commission
hearing in June 2026. However, there may be an opportunity to accelerate the Schedule, which would
be verified with the City. This Schedule is highly dependent on a timely review and responses from
City staff. If a separate review process by City, third party CEQA reviewer, or legal counsel is desired,
Agreement No. 7460
I >Morn Ms, Maria 6aldenegro, October 22, 2025, Page 13
the Schedule and fee estimate would increase to allow for additional coordination and
review/revision time.
EII IMINARY SCHEDULE
2 -1 Project pd
28d
11/13125
12110/25
3 KH Prepares Admin Draft
2w
11/13/25
11/26125
4 City Reviews Admin Draft
1w
11/27/25
12/03/25
5 KH Prepares Final Draft
1w
12/04125
12/10/25
6 —i AB 52 Compliance
69d
11/1 5
01/20/26
7 KH Prepares AB 52 Letters
1w
11/13/25
11/19/25
8 AB 52 Tribal Consultation Noticing
30d
1100/25
12/19/25
9 AB 52 Tribal Consultation (assumed if initiated)
30d
12/22/25
01/20/26
10 KH Prrepaires Technical Studies (accounts for holld , )
7w
12MU25
01/21126
11 —1 Admin Draft OSMND
119d
12104125
04/01/26
12 KH Prepares Admin Draft
9w
12/04/25
02/04/26
13 City Reviews Admin Draft
2w
02/05/26
02/18/26
14 KH Prepares Admin Draft #2
2w
02/19/26
03/04/26
15 City Reviews Admin Draft #2
1w
03/05/26
03/11/26
16 KH Prepares Screencheck Draft
1w
03/12/26
03/18/26
17 City Reviews/Approves Screencheck Draft
1w
03119/26
03/25/26
18 KH Prepares Final Draft and CEQA Notices/SCH Forms
1w
03/26/26
04/01/26
19 Draft ISMND Published for 30-day Public (Review
30d
04/0 6
05/01/26
20 —1 Final PSMND
05/04/26
06/05/26
21 KH Prepares Admin Final (includes MMRP and Responses to Public Comments)
15d
05/04/26
05/18126
22 City Reviews Admin Final
1w
05119/26
05/25126
23 KH Prepares Screencheck Final
1w
05/26/26
06/01/26
24 City Reviews/Approves Screencheck Final
4d
06/02/26
06/05/26
25 Planning Commission Hearing Noticed (accounts for weekend)
12d
06/05/26
06/16/26
26 Pkinning Commission 6—fearing
Id
06116v26
06116126
27 File Notice of Determination
5d
06117/26
06/21/26
28 City Council Hearing Noticed (accounts for weekend)
12d
06/12/26
06/23/26
29 Cty Council nearing
id
06123V26
06123126
30 File Notice of Determination
5d
06/24126
06/28/26
IEEE AND EXPENSES
Kimley-Horn will perform the Scope of Services outlined above on a labor fee plus expense basis with
the maximum labor fee shown below in the Fee and Expenses Table below. 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
Agreement No. 7460
KimlepMornMs. Mario 6aldenegro, October 22, 202 —5; Pnge Ia
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
separate invoice for such fees, with a ten percent (10%) markup, will be immediately issued to and
paid by the Client.
TASK #
TASK
FEE
.........
1.0
... ......................
PROJECT INITIATION
_ .
.....
1.1
_ ................ .......... _
Project Kick -Off
.._... . ......._.
$2,400
1.2
_._...._ n
Data Collectio n and Review
_,_,
$4,400
1.3
Project Description
$7,400
2.0
TECHNICAL STUDIES
2.1
Air..-.. _. __ .. ...
Quality Assessment
......._.� .........
$25,100
_. 2.2
Health Risk As .......--... .........
sessment
_...._..
$17,700
2.3
_. .................. _.........
Energy Analysis
........
$8,100
2.4
......... ........,
GHG Emissions Assessment
........_.....__.. _-..._.
$11,600
.............
2.5
............................_. .................
Noise Assessment
$25,500
................
2.6
............. .......
Transportation Studies
2.6.1
Construction Traffic Analysis Memo
.....
$5,200
2 6.2
.
Operational Trip Generation Screening Memo
........ .
$5 500
._...
3.0
....... ........ .................
TRIBAL CULTURAL COMMUNICATIONS
_
$1,600
....... ..-.....
4.0
................ .._........... . .........
DRAFT INITIAL STUDY
4.1
Administrative Draft IS _.
......IT $18, 600
4.2
...........
Draft IS Completion
$9,800
5.0
FINAL INITIAL STUDY
5.1
_._.. _....._ ............. ....... ._.
Admin. Responses to Public Comments
............
$4,700
5.2
Response... ........_......_.
s to Public Comments Completion
_�__..._.
$2,900
5.3
_. ......... ___.._...._
Final IS Completion
.............
$4,500
6.0
...._......... .........
MMRP
$1,700
.._.....
7.0
........... ..... ...... _.
CEQA NOTICES & SCH FORMS
_.
$2,400
8.0
MEETINGS/HEARINGS
PROJECT MANAGEMENT & M
8.1
........ �.
Project Management
......._
$11,000
8.2
rings
Meetings/Hearin
$20,400
...........
_......... _ _._ ......
Total Fee
$100,500
_ ........... ..........
Expenses
$9,000
......... _.
................. .. ....... .....
Total Fee and Expenses
...
199,500
Payment will be due within 30 days of your receipt of the invoice and should include the invoice
number and Kimley-Horn Project Number.
%/ r /%/%% i�iia%rim%fir,, Jfr/��/r ;o 911
�i iiOi //,/rrw, rrrr/rr%r�/
Agreement No. 7460
IIvis. 11v7orio 6oldenegro, October 22, 2025; Pore 15
mley>Morn
CLOSURE
In addition to the matters set forth herein, our Agreement shall include and be subject to, and only
to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard
Provisions, "Consultant" shall refer to Kimley-Horn and Associates, Inc., and "Client" shall refer to 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:
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,
KIML Y-HORN AND ASSD iATES, INC.
496"�
By: Rita Garcia
Project Manager
Agreement No. 7460
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
'rf%IJ�lifi ill%//`ilr/
Page. 16
Agreement No. 7460
Page 17
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
cull, Legal Name of Client
Mailing Address for Invoices
Contact for
Billin Inquiries
Contact's Phone and e-mail _ _.s _. � ........
. _.. _......_.__.... .._�Unrelated
is (check one) Owner Agent for Owner o
Propel Identification .
Parcel1 Parcel Parcel Parcel4
Street Address
County in which
Property is Located
Tax Assessor's
Number(s)
Owner Identification
C 1 Owner 1 Owner 2 Owner 3 Owner 4
Owner(s) Name
..................
Owne.... .rs) 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
v / %//II r /i///% 1
Agreement No. 7460
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, if 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 paymentrf 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
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Agreement No. 7460
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.
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Agreement No. 7460
(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.
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