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CONTRACT 7548 Professional Services AgreementAgreement No. 7548 Agreement No. PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND KIMLEY-HORN AND ASSOCIATES, INC. This AGREEMENT is entered into this 1st day of March, 2026, 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 $73,150 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 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 level of care and skill ordinarily exercised at the time of performance by professionals engaged in providing similar services under similar circumstances. 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 reasonable satisfaction. Costs associated with curing the deficiencies will be borne by CONSULTANT. -1- Rev 4/4/24 Agreement No. 7548 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 remaining budget. 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 reasonably acquainted with the conditions there existing that are readily observable, 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 effective date above through June 30, 2027. 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. 8. TIME FOR PERFORMANCE. A. CONSULTANT will not perform any work under this Agreement until: -2- Rev 4/4/24 Agreement No. 7548 Agreement No. 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 five (5) days, 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: Scope of work description, Schedule, and Budget 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 to perform the 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.. -3- Rev 4/4124 Agreement No. 7548 Agreement No. A. Except as otherwise provided, CITY may terminate this Agreement at any time with or without cause. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty (30) days before the effective termination date. C. Upon receiving a termination notice, CONSULTANT will immediately cease performance under this Agreement unless otherwise provided in the termination notice. Except as otherwise provided in the termination notice, any additional work performed by CONSULTANT after receiving a termination notice will be performed at CONSULTANT" own cost; CITY will not be obligated to compensate CONSULTANT for such work. D. Should termination occur, all finished or unfinished documents, data, studies, surveys, drawings, maps, reports and other materials prepared by CONSULTANT will, at CITY's option, become CITY's property, and CONSULTANT will receive just and equitable compensation for any work performed up to the effective date of notice of termination, and costs necessarily incurred by CONSULTANT due to termination, including the costs attributable to CONSULTANT's termination of any subconsultant agreements, 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 shall become CITY's property upon payment of the services performed. 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. Notwithstanding anything to the contrary above, CONSULTANT and its subconsultants shall retain all right, title, and interest in, including copyrights, to their standard details, drawings, designs, specifications, trade secrets, source code, software, or other intellectual property used in CONSULTANT's or its subconsultants' practice and existing prior to the date of this Agreement (collectively "Pre -Existing Property"), subject to a limited, non-exclusive, royalty -free license to CITY to use such Pre -Existing Property in accordance with the terms of this Agreement. -4- Rev 4/4/24 Agreement No. 7548 Agreement No. 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, to the extent caused by any negligent or intentionally 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, reasonable attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, to the extent caused by any negligent or intentionally wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives. Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, which is subject to this Section 18(A)(ii), whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request) and will indemnify CITY for any judgment rendered against it or any sums paid out in settlement or otherwise. ii. 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. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, representatives, and certified volunteers. -5- Rev 4/4/24 Agreement No. 7548 Agreement No. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 22, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 19.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services. CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's written approval are prohibited and will be null and void. 20.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that CONSULTANT will act as an independent contractor and will have control of all work and the manner in which is it performed. CONSULTANT will be free to contract for similar service to be performed for other employers while under contract with CITY. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that may appear to give CITY the right to direct CONSULTANT as to the details of doing the work or to exercise a measure of control over the work means that CONSULTANT will follow the direction of the CITY as to end results of the work only. 21.AUDIT OF RECORDS. 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 pertaining to the services under this Agreement. 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 -6- Rev 4/4/24 Agreement No. 7548 Agreement No. Business automobile liability $1,000,000 Workers compensation Statutory requirement B, Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88 or equivalent. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Commercial General Liability and Business Automobile 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. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C, Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," CONSULTANT will continue to renew the insurance for a period of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover CONSULTANT for all claims made by CITY arising out of any errors or omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. D. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, or equivalent, including symbol 1 (Any Auto). E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate pursuant to Section 15. -7- Rev 4/4/24 Agreement No. 7548 Agreement No. 23. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement other than to the consultants noted in the proposal. 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 Kimley-Horn and Associates, Inc. 1100 W Town and Country Road, Ste 700 Orange, CA 92868 714-786-6116 Rita.Garcia@Kimley-horn.com If to CITY: Attention: Eduardo Schonborn City of El Segundo 350 Main Street El Segundo, CA 90245 310-524-2312 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 -8- Rev 4/4/24 Agreement No. 7548 Agreement No. 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. 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. 29.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. 30.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. 31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state, and local laws applicable to this Agreement. 32. 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. 33. 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. 34. 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. 35.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. -9- Rev 4/4/24 Agreement No. 7548 Agreement No. 36. ELECTRONIC SIGNATURES. This Agreement may be executed by the Parties on any number of separate counterparts, and all such counterparts so executed constitute one Agreement binding on all the Parties notwithstanding that all the Parties are not signatories to the same counterpart. In accordance with Government Code § 16.5, the Parties agree that this Agreement, Agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic transmission. Such electronic signature will be treated in all respects as having the same effect as an original signature. CONSULTANT warrants that its signatory (or signatories, as applicable) to this Agreement has the legal authority to enter this Agreement and bind CONSULTANT accordingly. 37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 38.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 39. FORCE MAJEURE. Neither CONSULTANT nor CITY shall be considered in breach or default 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. A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of any such force majeure event; and (b) use commercially reasonably efforts to remove any such causes and resume performance under this Agreement as soon as reasonably practicable. 40. 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 accordance with the terms herein. 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 reasonably satisfy a public CITY. [Signatures on next page] -10- Rev 4/4/24 Agreement No. 7548 Agreement No. IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. CITY OF EL SEGUNDO Darrel George, City Manager KIMLEY-HORN AND ASSOCIATES, INC. By: Jason Melchor, PE #65218 Title: Associate ATTEST: % Taxpayer ID No. 56-0885615 Susan fruaY, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: DaviaMing, Assist nt ity Attorney J �an u1 S'�ornrn� �t -1 1- Rev 4/4/24 Agreement No. 7548 Agreement No. EXHIBIT "A" PROPOSAL TO PROVIDE ENVIRONMENTAL CONSULTING SERVICES DATED F ERUARY 26, 2026 -1 2- Rev 4/4/24 Agreement No. 7548 February 26, 2026 Mr. Paul Samaras, AICP, Principal Planner City of El Segundo Community Development Department 350 Main Street El Segundo, CA 90245 Re. Revised Proposal to Provide Consulting Services for the El Segundo Surf Club Project, City of El Segundo, California Dear Mr. Samaras; 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 El Segundo Surf Club Project (the "Surf Club" or "Proposed Project"). This Proposal has been revised to address the City's February 25, 2026 comments (Mr. Paul Samaras Email) including exclusion of the technical studies and shortened Schedule, among other updates. This Project understanding is based on Kimley-Horn's review of City -provided documentation and our understanding of land use and environmental issues. The Applicant seeks approval of an approximately 55,200 gross square foot (gsf) commercial recreational use on an approximately 9.4-acre Project site comprised of three parcels (APNs: 4138- 032-013, 4138-032-014, and 4138-032-024). The Project site is located southeast of the El Segundo Boulevard at Nash Street intersection, at 100-200 South Nash Street in the City of El Segundo, County of Los Angeles ("County"). The Proposed Project would include a surf wave pool, a restaurant and bar, retail space, related guest amenities and equipment, and a surface parking lot. The Project would also include the following features: four pools (i.e., one large oval -shaped wave pool, one standing wave pool, and three casual pools); a wave pool control tower; a Founder's Club Building that would provide services such as lounge areas and private event spaces; a Restaurant and Meeting Building that would include a restaurant, bar, and meeting rooms; a South Building that would include wellness offerings (e.g., a gym and spa) and accessory office space; a General Entry Building for general admission entry check -in; an event lawn; padel courts; a public pedestrian pathway; and 170 parking spaces. The Proposed Project would require approximately 72,000 cubic yards (CY) of export. The Project site is largely undeveloped, except a paved area and helicopter pad are located at the site's northwest portion. The Project site's western portion has been partially graded. The Property is surrounded by a mix of commercial, industrial, office, and parking uses. The requested entitlements include the following: a Site Plan Review to allow development of the Project within the ESSCSP Area; a Conditional Use Permit to allow outdoor dining; an Administrative Use Permit to allow the onsite Agreement No. 7548 Mr. Paul Samaras, February 26, 2026, Page 2 sale and consumption of alcohol; and an Administrative Use Permit to allow surface parking on Lot 14, within 100 feet of El Segundo Boulevard. The Project site is designated El Segundo South Campus Specific Plan ("ESSCSP" or "Specific Plan") and ESSCSP Exhibit 5: Land Use Plan identifies the Project site as Lots 13, 14, and 24. The Project site comprises approximately 7 percent of the approximately 142-acre ESSCSP area. Review of ESSCSP Exhibit 5: Land Use Plan indicates Lots 13 and 14 are designated Office/Industrial Mixed Use ("0/1 MU") and Lot 24 is designated Recreation/Open Space ("REC/OS"). Preliminary review of ESSCSP Table IV-1: Allowable Uses indicates the Project's proposed uses are permitted within the 0/1 MU and REC/OS designations. Moreover, to allow for maximum flexibility within the Specific Plan area, the Specific Plan uses a Mixed Use concept, with mechanisms in the Development Regulations to allow for transfers between land use types and planning areas, subject to various criteria. In 2016, the City certified the El Segundo South Campus Specific Plan Environmental Impact Report ("EIR") (State Clearinghouse (SCH) No. 2012101081). As detailed in EIR Table 3-4: Land Use Summary, the EIR analyzed a proposed mixed -use development of 2,142,457 gross square feet (gsf) with approximately 1.8 million gsf of office space, approximately 73,600 gsf of warehouse space, approximately 168,000 gsf of light industrial space, and approximately 149,000 gsf of commercial space ("Approved Project"). Additionally, the EIR analyzed a total of 108,800 CY of export for the approximately 87-acre ESSCSP development footprint. As previously noted, the Applicant seeks approval of a commercial use with approximately 55,200 gsf of floor area and the various other features described above. State CEQA Guidelines § 15183 provides a streamlined environmental review process for projects consistent with the development density established by existing zoning, community plan, or general plan policies for which an EIR was certified by eliminating the need for additional/redundant environmental analysis for impacts already covered in the prior EIR. It has been preliminarily determined that the Proposed Project is consistent with the development density established by the ESSCSP, which was addressed in the certified EIR, and thus qualifies for a State CEQA Guidelines § 15183 exemption. Therefore, this Scope assumes preparation of a State CEQA Guidelines § 15183 Consistency Analysis ("Consistency Analysis") as the appropriate CEQA clearance document for the Proposed Project. Should the Consistency Analysis and technical studies discussed below produce substantial evidence that the Proposed Project would have one or more significant effects not discussed in the EIR or that significant effects previously examined would be substantially more severe than identified in the EIR, then a Consistency Analysis would not be appropriate and either an Initial Study leading to a Mitigated Negative Declaration (IS/MND) or an EIR would be required. Should the Proposed Project be disqualified from a Consistency Analysis, then a budget augment would be required for preparation of an IS/MND or an EIR. Kimley-Horn will provide the Scope of Services specifically set forth below. The Scope of Services and Fee assume the following ("Assumptions"): ///ingagg /mgw//l/ /// j%i%//%%////%/////'1 /„r, iv / SIN G Mal Agreement No. 7548 Mr. Paul Samaras, February 26, 2026, Page 3 Klmley>)oHorn • 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. • Preparation of a State CEQA Guidelines § 15183 Consistency Analysis. Changes to the CEQA strategy would require a budget augment. • The Proposed Project Scope and Fee are based on a two (2)-month Schedule. If substantial delay occurs, a budget augment may be required to accommodate additional Project management time and other costs. • For each deliverable, and unless otherwise noted in the Scope below, Kimley-Horn will: o Respond to two review cycles, each 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. Additionally, if a separate review process by the Applicant is desired, the schedule and fee estimate may be increased to allow for additional coordination and review/revision time. o For each 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 effort is needed, 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 ® INITIATION 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 and Applicant is a key milestone, which is vital to the Proposed Project's success and CEQA compliance. The primary objectives will be to confirm the City's expectations and Project goals and develop/refine the Project Description and Environmental Schedule. The analysis parameters (e.g., approach, assumptions, etc.), scheduling, and overall communications protocol will also be established. Kimley-Horn will collect and review readily available reference data, including planning and policy documentation from the City, and State, federal, and other agencies that may be affected by the Proposed Project. Kimley-Horn will assess whether available information is adequate and complete, Agreement No. 7548 Kimlep) Mr. Paul Samaras, February 26, 2026, Page 4 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. This Task includes the preliminary data collection (e.g., floor areas, water demands, grading, and ADT) that Kimley-Horn conducted to understand the Project, respond to City questions, and develop a CEQA strategy. Kimley-Horn will prepare a Project Description, which details the Proposed 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 the differences between the Proposed Project and the ESSCSP and EIR development assumptions. The Project Description will be shared with the City and Applicant, and will serve as the foundation for the Consistency Analysis and associated technical studies. Deliverables: City Data Needs List; Meeting Agenda, Minutes, and Action Items; CEQA Schedule; Draft and Final Project Descriptions Kimley-Horn will perform a peer review of the Applicant -prepared technical studies listed below. The peer reviews will focus on the appropriateness/thoroughness of the methodology and analysis, whether the analysis' conclusions are supported by factual/credible evidence, and whether the analysis meets the applicable provisions of CEQA and the State CEQA Guidelines. For each peer review, Kimley-Horn will: • Conduct one peer review cycle • Review the analyses, including all modeling data and assumptions • Evaluate the adequacy of the methods used to conduct the various parts of the study concerning professional standards, regulatory standards, and State CEQA Guidelines • Evaluate the consultant's recommendations and conclusions based on State CEQA Guidelines and other State and federal laws as applicable • Present peer review findings in context (in Word redline format) and make recommendations • Conduct follow-up review of the revised technical study to verify the recommendations have been incorporated • Prepare a Final TM summarizing the peer review findings and substantiating compliance with the recommendations • Additional peer review cycles and meeting attendance are excluded This limited review may not disclose all errors or defects that might be in the documents. The City agrees that Kimley-Horn is not responsible for the content and accuracy of the reviewed documents, Al f �i% G%/iit✓/% ///�/0, ///.<. , !//%/%%///0/// /////%!� % „..... ///i/ � �% Agreement No. 7548 ® Mr. Paul Samaras, February 26, 2026, Page 5 mley and the City will not attempt to hold Kimley-Horn liable for any defects that may exist in the documents. The Applicant will provide a Trip Generation Memo that is intended to demonstrate that the Proposed Project would not exceed the trip allocation set forth in the ESSCSP. Kimley-Horn will conduct a peer review of the Memo, as described above. The Applicant will provide a Parking Demand Study that is intended to demonstrate that sufficient parking spaces are proposed to accommodate the Proposed Project's parking demand. Kimley-Horn will conduct a peer review of the Study, as described above. The Applicant will provide a Utility and Solid Waste Memo to demonstrate that that the Proposed Project would not exceed the potable and irrigation water demand, sewage generation, and solid waste generation analyzed in the EIR. Kimley-Horn will conduct a peer review of the Study, as described above. Deliverables; Peer Review Comments Cycle 1 and Confirmation of Compliance Memo Based on review of the Proposed Project application materials, it has been preliminarily determined that the Proposed Project is consistent with the development density established by the ESSCSP, which was addressed in a certified EIR, and thus qualifies for a State CEQA Guidelines § 15183 exemption. The environmental document for the Proposed Project would be based on the certified EIR. State CEQA Guidelines § 15183 provides the most flexibility for projects that have some variations relative to the original environmental document. Usingthe requirements of this CEQA section, Kimley- Horn will utilize the supporting site development plans, architectural renderings, and other Project specific (technical) studies prepared by the Applicant and Kimley-Horn to demonstrate where the conclusions and mitigation measures in the previously certified EIR would remain valid, and to validate/rule out the need for additional analysis and/or new mitigation measures to meet current regulatory and/or City requirements. Kimley-Horn will complete the CEQA Initial Study and Environmental Checklist as the means to substantiate the CEQA direction anticipated. Kimley-Horn will complete the Initial Study Checklist in accordance with CEQA Guidelines and in accordance with City format/procedural requirements. Further, as part of this analysis, Kimley-Horn will also assess whether or not the requested entitlements would trigger any new environmental effects that fall into the following categories: Agreement No. 7548 Mr. Paul Samaras, February 26, 2026, Page 6 I ley • Are new impacts created that are peculiar to the projector the parcel on which the project is located? • Are new impacts or more significant impacts created that were not analyzed as significant effects in the prior EIR? • Are new or potentially significant off -site impacts or cumulative impacts which were not analyzed in the prior EIR? and • Are previously identified significant effects which, as a result of substantial new information, determined to have a more severe adverse impact than discussed in the prior EIR? Following completion of the analysis, Kimley-Horn will meet with City Staff to discuss the findings and determine the appropriate CEQA documentation to be prepared (Section 15183 analysis, Mitigated Negative Declaration or Negative Declaration). If new environmental effects based on the categories above are identified, a Section 15183 analysis would not be applicable, and instead, a Mitigated Negative Declaration would be anticipated, and could be provided under a separate scope and fee. As identified above, the Initial Study will serve as the basis for the Environmental Analysis discussion and will provide the necessary background for determining the potential for significant environmental effects associated with the Proposed Project. Kimley-Horn will prepare a draft Initial Study/Consistency Analysis document to include the following sections: • Introduction. This section will introduce the Initial Study, describe the purpose of the Initial Study and determination for the preparation of the appropriate environmental document, and will provide a brief summary of the Initial Study findings. • Project Description. See Task 1.3 above. • Environmental Analysis. Kimley-Horn will prepare an Initial Study following the thresholds identified in the EIR, which followed the State CEQA Guidelines Appendix G Checklist in effect in 2016, when the EIR was prepared. Each of the issues identified in Appendix G will be evaluated to document the nature and extent of any potential environmental consequences and the need for mitigation. Many of the issue areas addressed in the Initial Study will not have the potential for significant effects (i.e., "No Impact" or "Less than Significant Impact") due to the Project's type and size. However, the Initial Study will address any potential impacts under all environmental issues. The specific purpose of the Initial Study will be to identify all potential significant adverse environmental impacts and incorporate any necessary mitigation measures to reduce or eliminate any adverse consequences. Kimley-Horn assumes the results of the Appendix G Checklist analysis and technical studies will conclude that the Proposed Project's impacts are within the scope of the earlier EIR. Agreement No. 7548 Mr. Paul Samaras, February 26, 2026, Page 7 s Final State CEQA GuidelinesConsistency alysis Kimley-Horn will respond to two Draft Initial Study/Consistency Analysis review cycles and provide redline and final copies as detailed in the Assumptions above. The Consistency Analysis does not need to be circulated for public review. Deliverables: Draft #1, Draft #2, and Final Initial Study/Consistency Analyses Kimley-Horn will develop a Mitigation Monitoring and Reporting Plan (MMRP) that identifies EIR mitigation measures applicable to the Proposed Project. Deliverables: Draft and Final MMRP r 1; 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 prepare a Notice of Exemption (NOE) and a Notice of Determination (NOD) and file these with the SCH and County, along with the Project's Consistency Analysis, on behalf of the City. Deliverables: Draft and Final NOE TASK ®MEETINGS/HEARINGS 11-FIV1,51FIN., 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 two (2)-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 22 hours of meeting attendance, including preparation 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 //////%! //%///////l' // %/% / //l%///////Gw / /%o No /ii/70 �//..� Agreement No. 7548 iKlmlepMorn Mr. Paul Samaras, February 26, 2026, Page 8 noted. The assumed meetings/hearings are as follows: 1 Kick -Off; 2 Progress; and 1 Planning Commission (in -person with PowerPoint Presentation (PPP)). Deliverables: Meeting Agenda and Minutes/Action Items; PPP Kimley-Horn is prepared to begin work immediately, and estimates completion of the Draft Consistency Analysis six (6) weeks from receipt of Notice to Proceed and all requested Project data. A date -specific Schedule will be provided following the Kick -Off Meeting. 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. t,10, , TASK # TASK FEE _.... 1.0 __........ ., ._.... .. PROJECT INITIATION 1.1 _. .... .....__ ......... Project Kick -Off _. $2,500 1.2 ...._. ............. Data _........._ a Collection and Review ..... $10,150 1.3 Project Description $7,200 2.0 PEER REVIEW APPLICANT -PREPARED STUDIES-. 2.1 p G eneration Analysis $1,800 2.2 g._. .......__ ._. Parkin Demand Study .W.......... $2,300 2.3 Utility _._._.... ........ ............. & Solid Waste Memo $4,900 _... 3.0 ........ . �.._... STATE CEQA GUIDELINES § 15183 CONSISTENCY ANALYSIS 3.1 ..___ ... Draft State CEQA Guidelines § 15183 Consistency Analysis ....... $15,700 ................ 3.2 _..._ ....... Complete State CEQA Guidelines § 15183 Consistency Analysis ........... .....___ $10,600 ... 4.0 ......... MMRP $1,600 5.0 CEQA NOTICES & SCH FORMS $2,400 6.0 _ /HEARINGS PROJECT MANAGEMENT & MEETINGS 6.1 Project Management $2,700 ............. fi2 . _....._....... Meetings/Hearings ..... $7,800 T talFee $6 ,6S _.... ..... ............... Expenses $3,500 ...... ................ Total Fee and Expenses $73,150 Agreement No. 7548 ® Mr. Paul Samaras, February 26, 2026, Page 9 mley)))Horn 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 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. 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. Agreement No. 7548 ® Mr. Paul Samaras, February 26, 2026, Page 10 mley>Morn We appreciate the opportunity to provide these services to you. Please contact Rita Garcia at 714.786.6116 or rita.garcia@kimley-horn.com, if you have any questions. Sincerely, KIMLEY-HORN AND ASSOCIATES, I (7• 4X) 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. 7548 K 1 m lEevo)) H , o r n Page 91 Request for Information Please return this information with your signed contract, • failure to provide this information could result in delay in starting your project Client Identification Full, Legal Name of Client Mailing Address for Invoices Contact for Billinlnctuiries _..._�.. Contact's Phone and e-mail Client is (check one) Owner Agent for Owner Unrelated to ._._._._ _Owner Property Identification _ Parcel 1 Street Address County in which Property is Located Tax Assessor's Number(s) 'roperty Owner Identification Owner 1 Owners) 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. 7548 Page 12 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 Agreement No. 7548 Kimley')Morn Page 93 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 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 Agreement No. 7548 Kimley)))Horn Page ?4 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. (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 Agreement No. 7548 KimlepMorn Page 15 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.