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HomeMy WebLinkAboutC-9905-1 - On-Call PSA for On-Call Peer Review of Environmental and Technical DocumentsAMENDMENT NO. ONE TO ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR ON -CALL PEER REVIEW OF ENVIRONMENTAL AND TECHNICAL DOCUMENTS THIS AMENDMENT NO. ONE TO ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Amendment No. One") is made and entered into as of this 23rd day of September, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina Corporation ("Consultant"), whose address is 421 Fayetteville Street, Suite 600, Raleigh, NC 27601, and is made with reference to the following: RECITALS A. On May 20, 2025, City and Consultant entered into a Professional Services Agreement (Contract No. C-9905-1) ("Agreement") for on -call peer review of environmental and technical documents ("Project"). B. The parties desire to enter into this Amendment No. One to reflect additional Services not included in the Agreement, to extend the term of the Agreement to June 30, 2028 and to increase the total compensation. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 1 of the Agreement is amended in its entirety and replaced with the following: "The term of this Agreement shall commence on the Effective Date, and shall terminate on June 30, 2028, unless terminated earlier as set forth herein." 2. SERVICES TO BE PERFORMED Exhibit A to the Agreement shall be supplemented to include the Scope of Services, attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Exhibit A to the Agreement and Exhibit A to this Amendment No. One shall collectively be known as "Exhibit A." The City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. COMPENSATION TO CONSULTANT Exhibit B to the Agreement shall be supplemented to include the Schedule of Billing Rates, attached hereto as Exhibit B and incorporated herein by reference. Exhibit B to the Agreement and Exhibit B to Amendment No. One shall collectively be known as "Exhibit B." Section 4.1 of the Agreement is amended in its entirety and replaced with the following: "City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City." The total amended compensation reflects Consultant's additional compensation for additional Services to be performed in accordance with this Amendment No. One, including all reimbursable items and subconsultant fees, in an amount not to exceed Seventy Thousand Dollars and 00/100 ($70,000.00). 4. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the Agreement shall remain unchanged and shall be in full force and effect. [SIGNATURES ON NEXT PAGE] Kimley-Horn and Associates, Inc. Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: q �sIZ5 By:L10 - if /=&:�= �_ Aalh C. Harp 9; City Attorney A� ATTEST: Date: By: V "'— Molly Perry Interim City Clerk Attachments: PIK CITY OF NEWPORT BEACH, a California municipal corporation Date: 10j 112S __ By: a, Joe St leton Mayor CONSULTANT: Kimley-Horn and Associates, Inc., a North Carolina Corporation} Date: ����/z� By. Jason Melchor Assistant Secretary Date: G By: - - Da en J. Adrian Senior Vice President �e [END OF SIGNATURES] Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Kimley-Horn and Associates, Inc. Page 3 EXHIBIT SCOPE OF SERVICES Kimley-Horn and Associates, Inc. Page A-1 Kimley-Horn confirms that we can perform all services requested in the Scope of Services. Understanding of Services The City of Newport Beach Community Development Department is pivotal in fostering sustainable growth and development. The City carefully anticipates and plans for future growth, addressing community needs while prioritizing environmental sustainability. Kimley-Horn admires this thoughtful approach, which includes tackling challenges like housing provision, infrastructure redevelopment, and community engagement to attract businesses, residents, and visitors. To meet its goals of minimizing response times and improving customer service for private and municipal projects, the City seeks a skilled and reliable partner for on -call environmental and specialized technical planning services. Kimley-Horn, with extensive experience and resources, offers the technical expertise needed for compliance with California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) regulations. We tailor our project approaches to align with the City's goals and constraints, confirming that each project reflects the latest rules, regulations, and legal interpretations. Our collaborative efforts aim to deliver successful project processing and maintain policy and regulation compliance, supporting Newport Beach's development vision. Project Approa ch and Methodology Kimley-Horn understands that the ideal outcome requires the experience not only to see what is directly ahead, but to envision the landscape of possibilities and respond adeptly to whatever comes along —balancing rigor of process with creative thinking for remarkable results. We understand that being on point, on target, and on budget requires knowing exactly what you need, when you need it —and delivering it with a passion and conviction for getting projects done quicker and more effectively. Kimley-Horn's approach to providing on -call environmental services to the City of Newport Beach is built on a foundation of collaboration, flexibility, and expert project management. Acting as an extension of City staff, we will begin each assignment by closely collaborating with you to define project scope, objectives, specific challenges/constraints, and technical requirements. Our team develops tailored work plans for each task order, providing clear deliverables, timelines, and resource allocation, allowing for seamless integration into the City's processes. Whether managing environmental reviews or conducting technical assessments, our planners and environmental scientists bring years of experience and local knowledge toward successful project delivery and compliance with City policy and regulations. On -Call Approach On -call contracts require a different approach from typical project specific contracts. Each project under an on -call contract needs an individualized Our extensive experience servingmultiple cities approach that includes the various disciplines necessary to complete the as an on -call consultantfor environmental, assignment as efficiently and effectively as possible. One of the many planning, and transportation planning and advantages Kimley-Horn offers to the City of Newport Beach is our ability to design servicesmeansyou can restassured that assign the right staff to each project —we have many task order managers our approach to yourprojects will include and staff who can handle multiple projects simultaneously. Because we fnnovativeideas and fresh perspectives within have ample resources in our local offices, we can draw from a multitude of the framework ofa thorough understanding of disciplines and specialists to complete each assignment —whether the the CiVsneeds and vision. project is relatively straightforward, requiring only a few people in a single discipline, or a complex project requiring numerous people and multiple disciplines. Because City Hall is less than 20 minutes from our office in Orange, we have the capacity and proximity to provide the City with an immediate response and action to any request. Out team possesses the following key attributes to the benefit of the City: O Rapid mobilization of staff, including immediate identification of the key personnel and subconsultants needed for each project. The availability of in-house staff provides efficiency and consistent quality of the technical analyses. Project managers receive bi-monthly effort reports on staff resources and expenses —helping them establish a clear picture of project cost, cost control effectiveness, and City of Newport Beach 9 EVCAORNG006533.2025 Kimley>>)Horn 911 schedule —all tools needed to keep projects moving ahead. We also use our "cast -ahead" system, which enables us to forecast our workload and compare the projected workload to our resources O Responsiveness to any significant issues of concern raised by responsible and regulatory agencies and the public O Flexibility to tailor our approach to meet the specific needs of each project O Commitment of senior level management to the individual projects to provide close coordination with the City O Ongoing communication and consultation to address issues that arise during the project review process. The Kimley-Horn team has proven experience working with local agencies, and the collaborative process maintains project progress and accurate technical documentation Management Approach Based on our experience preparing and peer -reviewing CEQA documents and technical studies, we have developed various techniques to facilitate, expedite, and simplify the environmental compliance process. These include: O Designate an Environmental Task Manager to establish Kimley-Horn as an "extension" of City staff and maintain continuous, responsive, and open lines of communication to make sure the highest level of document quality and schedule/budget compliance O Assign staff with specific experience with the type of development proposed O Develop analytical methodologies and thresholds of significance that clearly articulate conclusions O Disclose early the nature and degree of potential environmental impacts, allowing for early development of environmental solutions O Document site visits and field reconnaissance to maximize data recordation and identify/minimize potential data errors O Ongoing participation in monthly case -law updates as provided by our CEQA-recognized legal community and partner. O Maintain solid and ongoing relationships with state and regulatory agencies with jurisdiction over the City's natural resources Technical Approach Project Needs: The environmental documentation requirements for a "typical project" can vary extensively from the identification of potential environmental constraints as part of feasibility studies to document preparation pursuant to CEQA. Knowledge of technical issues, applicable regulations, and the City's entitlement and regulatory processes allow Kimley-Horn to provide responsive and solution -oriented advice. For each project, we begin by assessing available project documentation, identifying any changes that have occurred since previous plan preparation, and reviewing any technical studies that have been prepared. Whether we are preparing or reviewing documents, our role is to help the City determine the appropriate CEQA documentation for a project. We provide that guidance and experience through our technical expertise to make certain projects are properly scoped and utilize existing documentation appropriately. Planning and Preparation: Kimley-Horn will meet with Newport Beach staff and applicant, the latter as determined appropriate by the City, as part of a project kick-off meeting, and together we will refine the project description and develop a project schedule. This initial coordination provides the opportunity for project team members to understand their roles and responsibilities; identification of data needs and issues; and development of strategies for addressing these issues. As desired by individual City project managers, we can be responsible for managing the CEQA process for the City, including ongoing project team coordination to confirm compliance with the scope of work, budget, and schedule, and to disseminate project information. Analysis: Kimley-Horn will consider the entire project process so that we have a complete understanding of where the project is going and how we as a team are going to get there. This involves everything from reviewing the design package, making sure the baseline information will fulfill the needs of the end product, and foreseeing what permits may be required by agencies, to see how the project will function upon completion. Our experience provides the knowledge to recommend early in the process any possible project modifications which can be implemented to avoid or reduce environmental impacts and regulatory permitting. For peer reviewed CEQA documents and technical studies, Kimley-Horn will review the environment document to verify where the document is accurate, complete, and adequate. City of Newport Beach • EVCAORNG006533.2025 KimleyoHorn .12 As CEQA continues to evolve, we develop new strategies to protect the interests of our clients by maintaining compliance with the latest CEQA and regulatory requirements, including Coastal Act provisions. Senior staff at Kimley-Horn review regulations and pending legislation and court rulings during each phase of the environmental review process to confirm that we are complying with the mandates and guidelines of CEQA and the City's guidelines for implementing CEQA. We understand that some court cases have provided clearer interpretations of and guidance to the provisions of CEQA; other court rulings have contradicted earlier case law. We work closely with staff to confirm a common understanding. Because we follow new regulations, CEQA rulings, and legislative changes closely, if we see a potential issue, we revisit our documents to make sure they are consistent with recent refinements to the law. This process confirms that all documents comply with all pertinent provisions of CEQA and regulatory requirements. We work very hard to ensure that every environmental document and technical report that we prepare or peer review reflects all applicable rules and regulations and appropriate legal interpretations. Technical Studies: Preparation and Peer Review Whether we are preparing documentation or serving the City in a peer review capacity, we will focus on the appropriateness/thoroughness of the methodologies and analyses; whether the analyses' conclusions are supported by factual/credible evidence; consistency among reports and accurate representation of project -related information; and, whether the analyses meet the applicable CEQA provisions and other applicable regulatory requirements. Where we are providing peer review services, a Peer Review Memorandum will be prepared to identify any recommended revisions or data gaps and identify if any additional documentation is required. Upon receipt of revised documents, we will review to ensure that all necessary and required comments have been addressed and outstanding issues resolved. Where Kimley-Horn is responsible for the preparation of these documents and studies, we will address all comments and provide revisions in redline for ease of review. Aesthetics and Visual Resources: Kimley-Horn will assess potential visual changes resulting from project implementation when views are of concern. The evaluation will use the appropriate analysis tools including site visits, photo -documentation, visual simulations and shade/shadow modeling. All of these analytical tools can be provided by Kimley-Horn in-house staff. Air Quality and Health Risk: Kimley-Horn provides a full range of air quality studies in accordance with local, state, and federal impact assessment criteria. Our staff is trained in using state-of-the-art computer models and assessment protocols developed by the U.S. Environmental Protection Agency (U.S. EPA), the California Air Resources Board (GARB), the Federal Highway Administration (FHWA), California Department of Transportation (Caltrans), and Air Pollution Control Districts throughout the State. Computer models used include California Emissions Estimator Model (CalEEMod), EMFAC, OFFROAD, CALINE, and AERMOD. Biological Resources and Regulatory Permitting: Rocks Biological Consulting and Kimley-Horn will provide necessary analyses to meet federal, state, and local environmental law and regulations under the U.S. Army Corps of Engineers, U.S. Fish and Wildlife Service (USFWS), and the California Department of Fish and Wildlife (CDFW). As needed, the Kimley-Horn team would evaluate or peer review reports to evaluate parcels including in -fill development sites with respect to potential biological impacts including nesting birds. Our staff can also prepare jurisdictional delineations and regulatory permitting. Historic, Archaeological, Paleontological, and Tribal Cultural Resources: Kimley-Horn's staff will prepare cultural resources inventories and evaluations for architectural history/historic preservation, prehistoric and historic archaeology, and paleontology. Staff is well - versed in avoidance and treatment protocols for various resource types, and can prepare and implement plans related to construction monitoring, excavation, historic building recordation, etc. Our staff can also assist City staff with tribal consultation and work with partnering tribes to implement culturally appropriate methodology for all phases of inventory, evaluation, and treatment effort. Our firm also provides construction monitoring. Energy: Kimley-Horn will quantitatively assess a project's energy consumption and demand on suppliers based on CalEEMod, project specific data, land use, and a project's proposed sustainability features. Project energy consumption is quantified related to electricity, natural gas, and transportation fuel for vehicle trips and project construction. Geology and Soils: The Kimley-Horn team will review studies for adequacy with CEQA requirements and regulatory requirements. According to the Questions & Answers released on March 17, 2024, the City does not anticipate a need for geologist/geotechnical specialists. Should a geotechnical or soils investigation be required, Kimley-Horn will coordinate with a subconsultant to prepare geotechnical studies or provide evaluations that are specific to the project. City of Newport Beach • EVCAORNG006533.2025 Kimley )»Horn .13 Greenhouse Gas (GHG) Emissions: Kimley-Horn staff prepares qualitative and quantitative GHG emissions analyses associated with the CEQA and NEPA documents. We understand the evolving regulations and the activities within the South Coast Air Quality Management District (SCAQMD) and other air districts relative to GHG emissions assessments as well as ongoing case law and regulatory requirements affecting the methodology for GHG analyses. Project -related GHG emissions will be assessed against SCAQMD draft thresholds and consistency with applicable GHG reduction plans including applicable City policies, and other applicable regional/statewide GHG emissions reduction strategies such as the CARB Scoping Plan and the Regional Transportation Plan/Sustainable Community Strategy for the Southern California Association of Governments (SCAG) region. Hazardous Materials: Kimley-Horn will evaluate potential impacts that could result from the release of hazardous materials during construction and the long-term operation of a project. Kimley-Horn can prepare and peer review Phase I and Phase II Environmental Site Assessments. Phase I ESAs address the due diligence procedures and methodology presented in ASTM E 1527-21. The purpose of the Phase I ESA is to: (1) identify Recognized Environmental Conditions (RECs); (2) provide an opinion of the impacts on the property resulting from conditions identified during the investigation, by a qualified Environmental Professional; provide an opinion, by a qualified Environmental Professional, on the need for additional investigations; and (4) provide a statement consistent with ASTM E 1527-21, 12.14.2, on the qualifications of the Environmental Professional and the suitability of the Phase I ESA to meet the requirements of the All Appropriate Inquiry Rule, 40 CFR 312. Work efforts will include records review, site reconnaissance, interviews, and report preparation. Hydrology and Water Quality: Kimley-Horn's engineers are experienced in the preparation of large- and small-scale hydrology analyses in support of technical site plans, programmatic land use planning/specific plans, and policy documents along with final engineering phase drainage plans. With respect to drainage, Kimley-Horn can prepare on -site conceptual drainage technical memorandums analyzing on -site runoff and drainage flow paths for pre- and post -developed conditions associated with a proposed development area. in addition, Kimley-Horn prepares Water Quality Management Plans in support of entitlement and final engineering plans. Noise and Vibration: Kimley-Horn provides a full range of noise impact analyses including instrument -assisted noise field surveys, commercial and industrial stationary sources noise impact analyses, FHWA computer modeling of motor vehicle noise impacts for roadway and freeway projects, and rail noise impact analyses. The analyses address operational and construction noise including the potential for vibration effects during demolition and construction. Transportation: Kimley-Horn offers complete in-house transportation planning and engineering services including the preparation of Vehicle Miles Traveled (VMT) and Local Circulation (Level of Service) traffic studies, traffic calming studies, speed zoning studies, safety and operations studies, parking management studies, pedestrian safety programs, bikeway plans, site access and circulation studies, and accident analyses, These various analyses are often needed as a part of the overall traffic analysis in a CEQA document and to support the City's evaluation of a project for decision -makers. Kimley-Horn is also able to address all aspects of roadway design, including intersection geometrics, utility relocations, traffic control, signalization, and signing and marking. Utilities and Service Systems: Depending on the type and size of the project and our role, Kimley-Horn can evaluate potential impacts on utility and service providers to determine if a project will conflict with any existing utilities in the study area. Alternatively, our staff has the expertise to provide sewer capacity analyses and preliminary water demand analyses. Areas of evaluation will include power and natural gas, communications, water treatment and distribution facilities, sewer, storm water, and water supplies. We will coordinate with the City and utility purveyors to make sure that the impacts are fully analyzed. Environmental Documents The following provides an overview of the type of documents identified in the RFP. Initial Study/Negative Declaration/Mitigated Negative Declaration. Kimley-Horn will prepare an Administrative Draft Initial Study and will describe the project's location, environmental setting, and characteristics. Using the City's Environmental Checklist Form, each of the topics contained in the Environmental Checklist — both topics addressed through a technical study as well as narrative analysis, such as Land Use - will be evaluated to document the nature and extent of any potential environmental consequences and the need for mitigation. The analyses will consider the whole action involved with the proposed project. In addition to the preparation or peer review of the IS/MND, Kimley- Horn would prepare/review the Mitigation Monitoring and Reporting Program (MMRP), responses to comments, and noticing, City of Newport Beach 9 EVCAORNG006533.2025 Kimley oHorn 9 14 Consistency, Compliance, and Substantial Conformity Analyses. Consistency Analyses is a CEQA Streamlining analysis evaluates the potential environmental impacts of a project and determines whether the impacts are within the scope of impacts addressed in a prior CEQA document, The analysis would be used by the City as evidence that subsequent CEQA documentation is not required. Categorical Exemptions. Kimley-Horn would work with City staff to determine which State CEQA Guidelines exemption classification would be appropriate for the project. Most typically, documentation is prepared to support a Section 15301: Class 1: Existing Facilities; Section 15302: Replacement or Reconstruction; Section 15302: Class 3: New Construction or Conversion of Small Structures; Section 15304: Class 4, Minor Alterations to Land; and Section 15332: Class 32, In -Fill Development Projects. Kimley-Horn has provided CEQA clearance for numerous projects, including technical evaluations as required such as air quality, noise and vibration, and cultural and historical resources, allowing cities to confirm no significant impacts and no exceptions to the Categorical Exemption. Sustainable Communities Project Exemption/Sustainable Communities Environmental Assessments. A Transit Priority Project (TPP) that meets the qualifying conditions for a Sustainable Communities Project (SCP) qualifies for a full CEQA exemption. Kimley-Horn will assist the City in documenting a project's compliance with CEQA Section 21155,1 subdivision (a), (b), and (c) to demonstrate that the project meets the qualifying requirements for a Sustainable Communities Plan Exemption (SCPE) and qualifies for a full CEQA exemption. If the project cannot be eligible as a SCPE, a Sustainable Communities Environmental Assessment (SCEA) may be used to analyze TPPs that have incorporated all feasible mitigation measures, performance standards, or criteria outlined in prior applicable EIRs (PRC Section 211552), CEQA Addendums. An addendum can be prepared to a previously certified EIR or adopted IS/MND. State CEQA Guidelines Section 15164 provides general guidance regarding addendums; however, it defers to CEQA Guidelines Section 15162 to determine whether circumstances warrant the preparation of additional CEQA documentation. Pursuant to CEQA Guidelines Section 15162(a), additional CEQA documentation beyond an addendum would only be required if the proposed project creates new significant impacts or impacts that are more severe than those disclosed in previous CEQA document. This finding must consider factors such as changes in the scope of the proposed project relative to the prior CEQA document; any changes in surrounding circumstances that have occurred since the Final EIR was certified or IS/MND was adopted; and the discovery of new information that was not known at the time the EIR or IS/MND was prepared. The Addendum test is the ability to provide substantial evidence showing that the proposed project would not create new significant adverse impacts or increase the severity of a significant adverse impact identified in the previous CEQA document. CEQA Guidelines Section 15183. CEQA Guidelines Section 15183 allows for a streamlined environmental review process for projects that are consistent with the densities established by existing zoning, community plan or general plan policies for which an EIR was certified. Under CEQA Guidelines Section 15183, a subsequent project is relieved from further environmental review if it meets the criteria of Section 15183(c): all significant impacts were either addressed in a prior EIR or can be substantially mitigated by the imposition of uniformly applied development policies or standards, The analysis demonstrates and/or validates that there are no site -specific or cumulative impacts associated with the project that have not already been fully addressed in a previous environmental document or cannot be substantially mitigated through the application of uniformly applied standards and policies that would be applied to the project, All project requirements are identified in the analysis and are made a condition of project approval. NEPA Compliance In addition to our extensive CEQA experience, Kimley-Horn has expertise locally and nationally providing comprehensive environmental documentation services in support of NEPA review. Our staff has recent, relevant experience preparing Environmental Impact Statements (EISs), Environmental Assessments (EAs), and Categorical Exclusions (CatExs), including the required technical studies, for a wide array of project types including the development of housing, public service campuses (hospitals, educational facilities), infrastructure and public works projects, and transit facilities, Federal agencies include the U.S. Department of Housing and Urban Development (HUD), U.S. Army Corps of Engineers, FHWA, Federal Aviation Administration (FAA), Federal Transit Administration (FTA), Department of Defense (DOD), Environmental Protection Agency (EPA), and others. Kimley-Horn understands the process and methodologies of the federal agencies the City is likely to collaborate. We also understand where efficiencies can be achieved when a project is subject to CEQA and NEPA. City of Newport Beach 9 EVCAORNG006533.2025 Kimley>» Horn . 15 STATEMENT OF QUALIFICATIONS FOR Notices and Distribution of Documents; Staff Reports Kimley-Horn can prepare all necessary CEQA notices, including Notices of Preparation, Notices of Availability, Notices of Completion, Notices of Determination, and Notices of Exemption. We can be responsible for ail reproduction and distribution of documents as well as assisting the City in posting documents to the Governor's Office of Land Use and Climate Innovation via CEQAnet and delivery of notices to the County Clerk -Recorder. We will also provide the environmental documents in a web -ready format for the City's use. Kimley-Horn can prepare public hearing documents, including staff reports. Public Meetings and Presentations Whether it be Agency Meetings, Public Hearings, or Community Outreach, we can effectively facilitate public meetings and hearings on the project and environmental process and technical analyses to inform responsible agencies and community stakeholders about a project's purpose, and the evaluation of a project under CEQA process. Translation services can also be provided for both written materials and oral presentations. Project Schedule and Deli vera bles At Kimley-Horn, we understand the importance of precise planning and efficient execution. For every project that arises from this on- call contract, we will develop a comprehensive project schedule tailored to the unique needs and requirements of each endeavor. However, for the interest of this proposal, we have included a few sample projects along with their projected timelines and deliverables on the following page. These examples are designed to provide a glimpse into our project management approach and our commitment to delivering exceptional client service with high expectations. Each sample project showcases our capability to adhere to deadlines while maintaining the highest standards of quality and integrity. City of Newport Beach • EVCAORNG006533.2025 Kimley >)Horn . 16 STATEMENT OF QUALIFICATIONS FOR RFQ No. 25-31 Quality Assurance and Quality Control Kimley-Horn has an established company -wide Quality Control/Quality Assurance Program. Our QC/QA measures are built into our project management processes, and they are part of our firm's culture. These measures include internal project quality controls, project peer reviews, and continuous quality improvement (CQI) initiatives. Our internal QC/QA program includes a kick-off meeting with our internal key team members to clearly define the scope, outline subtask responsibilities, establish schedules, and identify project milestones and goals. At the project manager level, the quality review is continuous so that deliverables meet your needs. At the end of each phase, a QC/QA review will be conducted internally (within the project team) or through a peer review process as one of several checks to make sure that the project deliverable is not only technically correct, but also consistent with the project objectives. QC Review: Project processes, work plans, documents, and deliverables are reviewed by KIMLEY-HO. N Quality Control is... senior staff not necessarily involved with the project on a day-to-day basis. This peer review is routine for all projects, and it becomes a formal process 0 for larger projects. Kimley-Horn's formal QC/QA program is based upon assigning experienced, ACHIEVED CONTROLLED senior professionals who are otherwise qualified to by adequate planning, coordination, by assigning a manager to evaluate manage a similar project to serve in this supervision, and technical direction; all work and procedures followed independent quality control role. The depth of our proper definition of the project while providing the services firm allows us to provide such personnel, who requirements and procedures; understanding the scope of services; and provide a fresh perspective and critical eye. the use of appropriately skilled personnel performing work functions carefully CQI Initiatives: Quality projects don't happen by accident at Kimley-Horn. Quality standards are a major subject of each person's orientation, annual 0review, and ongoing training program. QC/QA means much more to us than a cursory review. VERIFIED ASSURED Along that line, we implemented a program years through independent reviews by a through the careful surveillance or ago called CQI. Each person in the company qualified staff member of the processes, work activities by individuals who are procedures, documentation, supervision, not directly responsible for performing endeavors to identify a formal CQI task every year; technical direction, and staffing the initial efforts each person's task is to involve clients and identify associated with the project development improvements that will increase client benefit. City of Newport Beach • EVCAORNG006533.2025 KimleyoHorn a 17 EXHIBIT B SCHEDULE OF BILLING RATES Kimley-Horn and Associates, Inc. Page B-1 Kimley>>>Horn Kimley-Horn and Associates, Inc. Hourly labor Rate Schedule Classification Rate Analyst $145 - $210 Professional $195 - $275 Senior Professional 1 $255 - $340 Senior Professional II $325 - $375 Senior Technical Support $155 - $280 Support Staff $110 Technical Support $125 $190 E;WPRTniA CCT Other Direct Costs: Outside Printing/Reproduction, Delivery Services/USPS, Misc. Field Equipment/Supplies, and Travel Expenses will be billed at actual cost. Mileage will be billed at the Federal Rate. Sub -Consultants will be billed per the Contract. ON -CALL PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR ON -CALL PEER REVIEW OF ENVIRONMENTAL AND TECHNICAL DOCUMENTS THIS ON -CALL PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 20th day of May, 2025 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina Corporation ("Consultant"), whose address is 421 Fayetteville Street, Suite 600, Raleigh, NC 27601, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide on -call peer review of environmental and technical documents ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2025, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED 2.1 Consultant shall perform the on -call services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Upon written request from the Project Administrator as defined herein, Consultant shall provide a letter proposal for Services requested by the City (hereinafter referred to as the "Letter Proposal"). The Letter Proposal shall include the following: 2.1.1 A detailed description of the Services to be provided; 2.1.2 The position of each person to be assigned to perform the Services, and the name of the individuals to be assigned, if available; and 2.1.3 The estimated number of hours and cost to complete the Services; 2.1.4 The time needed to finish the specific project. 2.2 No Services shall be provided until the Project Administrator has provided written acceptance of the Letter Proposal. Once authorized to proceed, Consultant shall diligently perform the duties in the approved Letter Proposal. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Letter Proposal and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Fifty Thousand Dollars and 00/100 ($50,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person Kimley-Horn and Associates, Inc. Page 2 who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement and the Letter Proposal or specifically approved in writing in advance by City. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Dana Privitt to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Community Development Department. City's Planning Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. Kimley-Horn and Associates, Inc. Page 3 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and legally recognized professional standards. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, Kimley-Horn and Associates, Inc. Page 4 subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. Kimley-Horn and Associates, Inc. Page 5 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Additionally, all material posted in cyberspace by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents, including all logins and password information to City upon prior written request. Kimley-Horn and Associates, Inc. Page 6 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return Kimley-Horn and Associates, Inc. Page 7 that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Planning Manager Community Development Department City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Kimley-Horn and Associates, Inc. Page 8 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Dana Privitt Kimley-Horn and Associates, Inc. 1100 W. Town and Country Road, Suite 700 Orange, CA 92868 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. Kimley-Horn and Associates, Inc. Page 9 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. Kimley-Horn and Associates, Inc. Page 10 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Kimley-Horn and Associates, Inc. Page 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: " D) &' -r' " Aa n C. Harp City Attorney Ar, ATTEST: � /� Date: CITY OF NEWPORT BEACH, a California municipal corporation Date: 2S" By: Seimone Jurjis Assistant City Ma ager CONSULTANT: KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina Corporation Date: -� �ZZ�2� By: 0 a L/ By: / /vo. Leilani I. Brown Jason J. Melchor City Clerk Assistant Secretary Date: Z By. )e,- Da-irr-e--nJ. Adrian RPninr Virg PrPciriant [END OF SIGNATURES] Attachments: Exhibit A - Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C - Insurance Requirements ep' Kimley-Horn and Associates, Inc. Page 12 EXHIBIT SCOPE OF SERVICES Kimley-Horn and Associates, Inc. Page A-1 ,4ql E1kkqk6 Kimley-Horn and Associates, Inc. (Kimley-Horn) is pleased to have the opportunity to continue to work with the City of Newport Beach on an as -needed basis to provide peer review services of CEQA documents and technical studies prepared as a part of these CEQA documents. The scope of work for an individual project would be determined in consultation with the City and could vary depending on the type of project, requested entitlements, and number and type of technical studies. While the projects may differ, the following work efforts and procedures would be followed: Where a proposed project is intending to tier from a prior CEQA document, such as the City of Newport Beach General Plan Housing Implementation Program EIR, Kimley-Horn would review of the CEQA document (e.g., CEQA Section 15183 analysis, consistency analysis, addendum, etc.) focusing on Project Description consistency with allowed uses and development standards established by the City. For both the CEQA analysis and technical studies, we will focus on the appropriateness/thoroughness of the analyses; whether the analyses' conclusions are supported by factual/credible evidence including but not limited to technical studies; accurate representation of project -related information; whether the analyses meet applicable regulatory and CEQA provisions to support whether the CEQA analysis is within the scope of the previously approved CEQA document. Should the proposed project not be tiered from a prior CEQA document, the same level of review would be provided but would be analyzed as a "stand-alone" project. With respect to technical studies, no remodeling or calculations will be conducted unless authorized by the City. A Peer Review Memorandum will be prepared to identify any recommended revisions or data gaps and identify if any additional environmental documentation is required. Our recommendations will be organized with a reference to the page/ paragraph. Alternatively, we can provide our comments/recommendations in the provided documents. Upon receipt of revised CEQA documents and technical studies, we will review the revised reports to ensure that all necessary and required comments have been addressed and outstanding issues resolved. Our work efforts would include communication with City staff and participation in meetings and public hearings as determined by the City's project manager. Kimley-Horn 11100 Town and Country Road, Suite 700, Orange, CA 92868 1714.939.1030 EXHIBIT B SCHEDULE OF BILLING RATES Kimley-Horn and Associates, Inc. Page B-1 Kimley>»Horn Kimley-Horn and Associates, Inc. Hourly Labor Rate Schedule Classification Rate Analyst $145 - $195 Professional $195 - $255 Senior Professional 1 $255 - $325 Senior Professional II $325 - $355 Senior Technical Support $155 - $265 Support Staff $110 - $150 Technical Support $125 - $180 BROOPRTDS.A.CCT Effective through December 31, 2025. Subject to adjustment thereafter Other Direct Costs: Outside Printing/Reproduction, Delivery Services/USPS, Misc. Field Equipment/Supplies, and Travel Expenses will be billed at actual cost. Mileage will be billed at the Federal Rate. EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Kimley-Horn and Associates, Inc. Page C-1 D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of two million dollars ($2,000,000) per claim and four million dollars ($4,000,000) in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least Kimley-Horn and Associates, Inc. Page C-2 fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Right to Review Subcontracts. Consultant agrees that upon request, all agreements with subcontractors or others with whom Consultant enters into contracts with on behalf of City will be submitted to City for review. Failure of City to request copies of such agreements will not impose any liability on City, or its employees. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. D. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. E. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. F. Self -insured Retentions. Any self -insured retentions must be declared to and approved by City. City reserves the right to require that self -insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. Kimley-Horn and Associates, Inc. Page C-3 G. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. H. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Kimley-Horn and Associates, Inc. Page C-4 7 J \ \ \LU m \ ƒ J \ f ƒ ) \ - \ } { } j } \ \ z \ __ _ # 7 _ ` / |00| I ` E ) ` 2 % § C ) \ \ \ 0 / / ) ) { ) e £ 2 a \ ) ƒ G § ;