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CONTRACT 5691 Professional Services Agreement CLOSEDAgreement No. 5691 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF EL SEGUNDO AND KIMLEY-HORN AND ASSOCIATES, INC. This AGREEMENT is entered into and takes effect this 22nd day of April, 2019, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation ("CITY") and KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina corporation ("CONSULTANT"). The parties agree as follows: 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 for CONSULTANT's services. CONSULTANT acknowledges that it will be paid by funds received by the CITY from the Developer and/or Applicant associated with each project for which CONSULTANT performs services on behalf of the CITY. 2. SCOPE OF SERVICES. A. CONSULTANT will perform services listed in the attached Exhibit A. which is incorporated herein. B. CONSULTANT will, using a standard of care equal to the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to CONSULTANT, performing under circumstances similar to those required by this Agreement, 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 as specified in Exhibit A, Scope of Services, necessary or proper to perform and complete the work and provide the professional services required of CONSULTANT by this Agreement. 3. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement, CONSULTANT must submit a detailed invoice to CITY that 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 Agreement No. 5691 to date. If the CITY agrees with all of the information listed in the invoice, CITY will then pay CONSULTANT from the Developer / Applicant account created for the project. In the event that the Developer / Applicant account does not have sufficient funds for payment of CONSULTANT's services, CITY will notify CONSULTANT in writing to suspend any work under this Agreement until the account is replenished by the Developer / Applicant. The CITY is not responsible for the cost of any of CONSULTANT's services after the date of such written notice, unless and until the Developer / Applicant account is replenished with sufficient funds. This Agreement will cover only those costs incurred for which Developer / Applicant funds are available. 4. POLITICAL REFORM ACT. CONSULTANT agrees that it will be considered a public official subject to the Political Reform Act of 1974 for purposes of this Agreement. CONSULTANT agrees and warrants that it has no financial interests which may be materially affected by the project(s) for which it is performing services. Such financial interests may include, without limitation, interests in business entities, real property, or sources of income exceeding $500 received within the past year. CONSULTANT further warrants that, before executing this Agreement, it reviewed the Political Reform Act of 1974 and the Fair Political Practices Commission regulations, including, without limitation, Chapter 7 of Title 2 of the California Administrative Code, Section 18700, et seq., in order to determine whether any conflict of interest would require CONSULTANT to refrain from performing the services or in any way attempting to use its official position to influence the governmental decisions underlying the subject project(s). 5. FAMILIARITY WITH WORK. A. By executing this Agreement, CONSULTANT represents that CONSULTANT has i. Thoroughly 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 represents 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. C. Although CITY has a duty to the public to independently review any environmental document, including, without limitation a negative declaration or draft EIR, prepared by CONSULTANT, that duty to the public, or the breach Agreement No. 5691 thereof, will not relieve CONSULTANT of its duties under this Section or any representation provided by CONSULTANT in this Agreement. 6. KEY PERSONNEL. A. CONSULTANT's key personnel assigned to perform work under this Agreement and their level of responsibility are as follows but is not limited to: Rita Garcia, Project Manager Jean Fares, Transportation Manager B. The resume of each of the individuals identified in this Section are attached to this Agreement, collectively, as Exhibit B, and incorporated by reference. C. In the event CITY objects to the continued involvement with this Agreement by any of the persons listed in this Section, or any other person selected by CONSULTANT to perform services under this AGREEMENT, CONSULTANT agrees that it will replace such persons with individuals that are agreed to by CITY. 7. TERM. The term of this Agreement will start on the effective date and end on December 31, 2019. 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. CONSULTANT will not perform any work under this Agreement until: A. CONSULTANT furnishes proof of insurance as required by this Agreement; and B. CITY gives CONSULTANT a written Notice to Proceed. C. 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 CITY within 48 hours, in writing, of the cause and the extent of the delay and how such delay interferes with the Agreement's schedule. CITY may, but is not required to, extend the completion time, when appropriate, for the completion of the contracted services. 10. 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 Agreement No. 5691 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. 11. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a Taxpayer Identification Number. 12. 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. 13. PROJECT COORDINATION AND SUPERVISION. A. Rita Garcia will be responsible for negotiations and contractual matters with CITY's Project Manager. B. Mita Garcia will be assigned as Project Manager and will be responsible for job performance and coordination with CITY's Project Manager. C. Grc' ),a McClain, Planning Manager, will be assigned as CITY's Project Manager and will be personally in charge of and personally supervise or perform the technical execution of the Project on a day-to-day basis on behalf of CITY and will maintain direct communication with CONSULTANT's Project Manager. 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. Notice of termination will be in writing. B. CONSULTANT may terminate this Agreement at any time with CITY's mutual consent. Notice will be in writing at least thirty days before the effective termination date. C. 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 rendered in accordance with the terms and conditions of this agreement up to the effective date of notice of termination, not to exceed the total costs under Section 1(C). Agreement No. 5691 D. Should the Agreement be terminated pursuant to this Section, CITY may procure on its own terms services similar to those terminated. E. By executing this document, CONSULTANT waives any and all claims for damages that might otherwise arise from CITY's termination under this Section. 16. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models, photographs and reports prepared by CONSULTANT under this Agreement are CITY's property. CONSULTANT may retain copies of said documents and materials as desired, but will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of CONSULTANT's completed work product, for purposes other than identified in this Agreement, or use of incomplete work product, is at CITY's own risk. 17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service under this Agreement, no copies, sketches, or graphs of materials, including graphic art work, prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or 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: Indemnification for Professional Services. CONSULTANT will save harmless and indemnify, including, without limitation, CITY's defense costs (including reasonable attorney's fees), 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, except for such loss or damage arising from CITY's sole negligence or willful misconduct. 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, except for such loss or damage arising from CITY's sole negligence or willful misconduct. 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. Agreement No. 5691 iii. Exclusion for CEQA Actions. Notwithstanding the foregoing, CONSULTANT need not indemnify, defend, or hold CITY harmless in CEQA actions initiated pursuant to Public Resources Code §§ 21167 and 21168 where CONSULTANT's work may form the basis of a lawsuit. However, should CONSULTANT's work, as contemplated by this Agreement, contain errors or omissions that results in an adverse ruling against CITY, CONSULTANT agrees to indemnify and hold CITY harmless to the extent provided for in Section 18(A)(i). B. For purposes of this section "CITY" includes CITY's officers, officials and employees. 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. A. CONSULTANT agrees that CITY, or designee, has the right to review, obtain, and copy all records pertaining to the performance of this Agreement. CONSULTANT agrees to provide CITY, or designee, with any relevant information requested and will permit CITY, or designee, access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this Agreement. CONSULTANT Agreement No. 5691 further agrees to maintain such records for a period of three years following final payment under this Agreement. B. Upon inspection, CONSULTANT will promptly implement any corrective measures required by CITY regarding the requirements of this Section. CONSULTANT will be given a reasonable amount of time to implement said corrective measures. Failure of CONSULTANT to implement required corrective measures will result in immediate termination of this Agreement. C. CONSULTANT will keep all books, records, accounts and documents pertaining to this Agreement separate from other activities unrelated to this Agreement. 22. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvt)c of Insurance Limits (combined sinule) Commercial general liability: $1,000,000 Professional Liability $1,004,000 Business automobile liability $1,000,000 Workers compensation Statutory requirement. B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage 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 1185 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 34 days prior written notice to CITY C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto) or an acceptable equivalent. D. 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 maintain the insurance in effect for a period of three years after this Agreement expires or is terminated ("extended insurance"). Such extended 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 Agreement No. 5691 omissions of CONSULTANT, or its officers, employees or agents during the time this Agreement was in effect. E. CONSULTANT will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, 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 terminate. 23. USE OF CONSULTANT. CONSULTANT must obtain CITY's prior written approval to use any consultants while performing any portion of this Agreement. Such approval must approve of the proposed consultant and the terms of compensation. 24. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the status on the project, which will include a schedule update and a short narrative description of progress during the past month for each major task, a description of the work remaining and a description of the work to be done before the next schedule update. 25. NOTICES. All communications to either party by the other party will be deemed made when received by such party at its respective name and address as follows: CITY: El Segundo Planning & Building Safety Dept. 350 Main Street El Segundo, CA 90245-3813 Attention: Gregg McClain, Planning Manager 310-524-2393 gmcclain@elsegundo.org CONSULTANT: Kimley Horn and Associates, Inc. 765 The City Drive, Suite 200 Orange, CA 92868 Attention: Rita Garcia 714-786-6116 Rita.Garcia@kimley-hom.com 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. 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. Agreement No. 5691 27. 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. 28. 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 or in the Federal District Court in the District of California in which Los Angeles County is located. 29. ENTIRE AGREEMENT. This Agreement, and its Exhibits, sets forth the entire understanding of the parties. There are no other understandings, terms or other agreements expressed or implied, oral or written. There are three Exhibits to this Agreement. This Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent successors and assigns. 30. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A: Proposal for Services/Scope of Work and Budget B. Exhibit B: Resumes. 31. 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. 32. 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. 33. AUTHORITYINVIODIFICATION. 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 signed by both parties. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 34. EXECUTION OF AGREEMENT; COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will constitute one and the same instrument. 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 mail in "portable document format" (i.e., .pdf) Agreement No. 5691 form, or by facsimile transmission. Such signature will be deemed to be and treated in all respects as an original signature. 35. COVENANTS AND CONDITIONS. The parties agree that all of the provisions hereof will be construed as both covenants and conditions, the same as if the words importing such covenants and conditions had been used in each separate paragraph. 36. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of reference only and will not affect the interpretation of this Agreement. 37. FORCE MAJEURE. In no event shall either CONSULTANT or the CITY have any claim or right against the other for any failure of performance where such failure of performance is caused by or is the result of causes beyond the reasonable control of the other party due to any occurrence commonly known as a "force majeure," including, but not limited to: acts of God; fire, flood, or other natural catastrophe; acts of any governmental body, labor dispute or shortage; national emergency; insurrection; riot; or war. 38. 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 using a standard of care equal to, or greater than, the degree of skill and diligence ordinarily used by reputable professionals, with a level of experience and training similar to CONSULTANT, performing under circumstances similar to those required by this Agreement. 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 agency. [SIGNATURES ON FOLLOWING PAGE] Agreement No. 5691 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO a general law city Greg City, ATTEST Tracy eaver, City Clerk APPROVED AS TO FORM: 6 Mark D. Hensley, City Attorney for KIMLEY-HORN AND ASSOCIATES, INC. a North Carolina Corporation Taxpayer ID No. 56-0885615 Serine Ciandella, Serine Vice President March 5. 2019 Date Jason Melchor, Assistance Secretary March 5. 2019 Date Agreement No. 5691 Exhibit A: Proposal for Services/Scope of Work and Budget Agreement No. 5691 K! m I p ey > Mr. Gregg McClain, February 12, 2019, Page 2 The Client is seeking a Consultant to evaluate the WUG Festival concerning the appropriate California Environmental Quality Act (CEQA) compliance, with the option to conduct a Peer Review of the WUG Festival's Transportation Management and Operations Plan (TMOP) to be prepared by others. SCOPE OF SERVICES Kimley-Horn will provide the Scope of Services specifically set forth below. The Scope assumes the baseline conditions, WUG Festival description, and approach will not change once the Client issues the Authorization to Proceed (ATP). The Scope also assumes the City will provide one reconciled set of comments for each deliverable, and that the comments will not raise new substantive issues requiring re -analysis. TASK 1.0: AS -NEEDED CONSULTING Kimley-Horn will provide as -needed consulting services to the Client. This task is intended for Rita Garcia and other key Kimley-Horn staff to provide technical support to the Client concerning CEQA compliance for the WUG Festival. Kimley-Horn will: Evaluate the WUG Festival pursuant to the State CEQA Statutes and Guidelines. Preliminarily, the following are assumed to be relevant: o §21080, Division Application to Discretionary Projects....., o §21084, List of Exempt Classes of Projects, o §15060, Preliminary Review, o §15061, Review for Exemption, o Article 18, Statutory Exemptions, o Article 19, Categorical Exemptions, o §15357, Discretionary Project, and o §15378, Project. + Prepare a Technical Memorandum (TM) that presents the findings of the evaluation and makes recommendations concerning the WUG Festival's CEQA compliance. • Answer Client inquiries and provide technical input via telephone/email. • Participate in conference calls/attend in-person meetings, as requested by the Client. TASK 2.0 (OPTIONAL): TRANSPORTATION MANAGEMENT AND OPERATIONS PLAN Kimley-Horn will conduct a peer review of the Transportation Management and Operations Plan (TMOP) prepared by others. The review will focus on appropriateness/thoroughness of the methodology and analysis, consideration of all modes of travel, site access and parking, and measures of effectiveness evaluation. To complete the peer review, Kimley-Horn will review the 765 The'City`Drive, Suite 200, Orange;'CA 9 868 Agreement No. 5691 Kimley>>) Mr. Gregg McClain, February 12, 2019, Page 3 submitted TMOP and conduct one site visit to observe existing conditions. This task assumes: 1) a Draft TM will be prepared to present peer review findings and make recommendations; 2) Follow- up review will be conducted to verify the Draft TM recommendations have been incorporated into the revised TMOP; and 3) a Final TM will be prepared to substantiate compliance with the peer review recommendations. This Scope excludes additional rounds of peer review and meeting attendance. ADDITIONAL SERVICES Any services not specifically provided for in the above Scope, if requested by the Client, will be billed as additional services and performed at our then -current hourly rates. Additional services we can provide include, but are not limited to, the following: • Traffic Impact Analysis, • Parking Demand Analysis, and • Transportation Management and • Mitigated Negative Declaration. Operations Plan, Kimley-Horn shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client's consultants or representatives. The Client shall provide all information requested by Kimley-Horn, including but not limited to the following: • Proposed Festival Plans, • Applicant -prepared TMOP, • Other Applicant -prepared studies, if any, • Event schedule and duration, PRELIMINARY SCHEDULE • Overall event attendance, • Physical improvements (if any), and • Required City permits. Kimley-Horn is prepared to begin work upon receipt of the ATP, which is anticipated will occur February 19, 2019. FEE AND EXPENSES Kimley-Horn will perform the Services outlined above on a labor fee plus expense basis. Labor fee will be billed on an hourly basis according to our then -current rates. 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 765 The,City Drive, Suite 200 Orange CA 82868 Agreement No. 5691 Klmley')Morn Mr. Gregg McClain, February 12, 2019, Page 4 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. Based on current information, Kimley-Horn estimates that labor fees for Task 1.0 will be approximately $5,300 and labor fees for Optional Task 2.0 will be approximately $10,000. Fee estimates in this Agreement are for general budgeting purposes only. Actual fees may be less or more than the estimates. Payment will be due within 30 days of your receipt of the invoice and should include the invoice number and Kimley-Horn Project Number. Cfe-ITI In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions, "Consultant" shall referto Kimley-Horn and Associates, Inc., and "Client" shall refer to City of EI 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. 5691 Exhibit :Resumes • Bachelorof Science, Urban and Regional Planning, California State Polytechnic University, Pomona Agreement No. 5691 Environmental Project Manager With nearly 30 years of experience, Rita has provided environmental and planning services to a broad range of public and private sector clients. Rita has specialized in managing and contributing to CEQA/NEPA documents and regulatory permitting fora broad range of projects, including various large-scale multi-component Specific Plan projects. She has been involved with varied development and redevelopment, and facility and infrastructure projects in sensitive environments, with substantial public involvement and controversy. Having served in various capacities as Applicant, City Staff, and Consultant, she contributes unique perspectives and approaches to navigating challenging planning and regulatory environments. In her capacity as Project Manager, Ms. Garcia assembles and manages project teams, scopes, schedules, and budgets, and guides technical and scientific studies. She is responsible for providing technical guidance and quality control in the content and development of environmental analyses. M s. Garcia has extensive experience managing both programmatic- and project -level studies. These studies required detailed analyses of a broad range of environmental issues and land use plan/policy/regulation compliance, among others. M s. Garcia routinely and effectively interacts with federal, state, and local regulatory agencies on behalf of her clients, including through project workshop and public hearing presentations. Relevant Experience (*=prior tojoining Kimley-Horn,**= prior toand afterjoining Kimley-Horn) *[Raytheon] EI Segundo South Campus Specific Plan EIR, EI Segundo, CA—ProjectManager. This EIR evaluated a 142 -acre Specific Plan area, which was developed with the Raytheon Company'sSpaceand Airborne Systems facility. The Specific Plan proposed a maximum allowable development of approximately 4.2 million gross square feet (GSF), orapproximately 2,1 million GSF overexisting conditions. The project included mixed land uses (i.e., office, warehousing, light industrial, and retail/restaurant commercial) and these entitlements: General Plan/General Plan M apAmendment, Zone Change and Zone Text Amendment, aVesting Tentative M ap, and a Development Agreement. Key environmental issues analyzed included land use and planning, transportation, air quality and greenhouse gas emissions, noise, hydrology and water quality, and public utilities and services. Rita contributed to extensive early consultation with Caltrans, which resulted in nominal commentsduring DER public review. Additionally, given the project's scope and location in the South Bay, this EIR included a very robust cumulative analysis, considering approximately 200 cumulative projects located in multiple jurisdictions. *Bolsa Row Specific Plan Project, Westminster, CA—Senior EnvironmentalAnalysist, This EIR involved an approximately 6.0 -acre site on a heavily traveled arterial. The Specific Plan proposed 10 Kimley )>> Horn Agreement No. 5691 a mixed-use community of commercial and residential units centered around a "festival street" that would be lined with commercial/restaurant uses and enhanced with pedestrian -scale improvements that would accommodate festivals and community events. The Specific Plan proposed three mixed-use planning areas with flexibility to allow various configurations, vertically or horizontally, provided three of four permitted uses (i.e., hotel, assembly, retail and multi- family residential dwellings) were included and development capacities would not be exceeded. Key environmental issues analyzed included land use (parking), hydrological/hydraulics and downstream system capacities, hazardous materials/ recognized environmental conditions, and transportation/offsite improvements. Beverly Hills Gardens and Montage Hotel Moved -Use Project EIR, Beverly Hills, CA —ProjectManager. This project required preparing revised EIR sections/additional alternativestoa previously circulated DEIR. This effort required an extremely accelerated schedule (less than four weeks), requiring extensive coordination and quality control. The project proposed: a 228 -room hotel with 25 dwelling units and ancillary retail, dining, banquet, and spa; 33,000 square -foot public gardens; subterranean parking with approximately 1,508 spaces; and around the public garden, a mix of commercial and habitable units. Key environmental issues included site access review, truck loading operations, parking analysis, air quality analysis, and noise analysis. EI Segundo Experience • *Aloft HotellS/MND— SeniorAnalyst • *Chevron Central Reliability Center and Central Tool Room/I&E Shops IS/M ND —SeniorAnalyst • *Park Place Extension and Grade Separation Project EIR/EA —ProjectManager& SeniorAnalyst • *Douglas Street/Utah Avenue Project IS/MND —ProjectManager • *Equinix Data Center IS/M ND —ProjectManager • *Hampton Inn IS/M NO —ProjectManager • *Nash Street Data Center IS/MND —ProjectManager • *Queen EstherSquare Shopping Center Project IS/MND —ProjectManager • *T5 Data Center IS/MND —ProjectManager • **The Lakes Specific Plan and Topgolf Project EIR & Proposed Modified Project CEQA Compliance Review — ProjectManager • *West Basin Ocean Water Desalination ProjectADEIR —ProjectManager& Deputy ProjectManager Infill Moved-Use/Specific Plan and Hotel Experience • *Boeing Specific Plan Program EIR, Seal Beach, CA —Senior Analyst • *CADW P Specific Plan EIR, Seal Beach, CA — SeniorAnalyst • *ClearwaterSpecific Plan EIR, Mammoth Lakes, CA — SeniorAnalyst • *Gardner Marine Avenue M ixed-Use Project IS/MND, Gardena, CA — ProjectManager • *Holiday Haus Project IS/M ND, M ammoth Lakes, CA — SeniorAnalyst • *Hotel del Coronado, Coronado, CA — SeniorAnalyst *M onterey Downs and Horse Park and Central Coast Veterans Cemetery Specific Plan EIR, Seaside, CA — ProjectManager • *Long Point Resort, Rancho Palos Verdes, CA — ProjectManager • *M arblehead Coastal Specific Plan Addendum Nos. 1 - 5 to EIR, San Clemente, CA — ProjectManager* North Downtown Lancaster Neighborhood Revitalization / Transit Village Plan and EIR/EA, Lancaster, CA —Senior Analyst • *Old Town Yucca Valley Specific Plan Program EIR, Yucca Valley, CA —SeniorAnalyst • *Ritz Carlton, Rancho Palos Verdes, CA — SeniorAnalyst • *Temecula Creek Inn Specific Plan ADEIR, Temecula, CA —ProjectManager • *The Sherwin EIR, Mammoth Lakes, CA—SeniorAnalyst • *Whittier Boulevard Specific Plan, Whittier, CA — SeniorAnalyst 11 i ue ) Horn.