Agenda packet, first session — Malibu City Council, August 10, 2026 (part 3 of 4)

responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

Additional Insured Status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

Prohibition Of Undisclosed Coverage Limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

Separation of Insureds. A severability of interests’ provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass Through Clause. Consultant agrees to ensure that any approved subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.

City’s Right to Revise Specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days’ advance written notice of such change. If such a change results in substantial additional costs to the Consultant, the City and Consultant may renegotiate the Consultant’s compensation.

Self-Insured Retentions. Any self-insured retentions must be declared to and approved by the City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

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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.

Additional Insurance. The 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.

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PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is made and entered into as of August 10, 2026 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and SWCA Environmental Consultants, Inc., an Arizona corporation (hereinafter referred to as "Consultant"). City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.

The City and the Consultant agree as follows:

R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract with Consultant for professional services relating to on-call services including preparation of environmental review documents and technical studies for applicant-sponsored and City-sponsored projects that meet the mandates of California Environmental Quality Act (CEQA), National Environmental Policy Act (NEPA), and any other applicable laws, regulations, plans, or procedures as more particularly described in Exhibit A.

C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform the services under this Agreement in a proper and timely manner.

D. The City and the Consultant desire to enter into this Agreement for the Consultant to perform the services described in this Agreement, including those set forth in Exhibit A.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.0 SCOPE OF THE CONSULTANT’S SERVICES. The Consultant agrees to provide the services and perform the tasks set forth in Exhibit A (the “Scope of Work”), attached hereto and made part of this Agreement, except that, to the extent that any provision in Exhibit A conflicts with this Agreement, the provisions of this Agreement govern. The Scope of Work may be amended from time to time by way of a written directive from the City.

2.0 TERM OF AGREEMENT. This Agreement will become effective on August 10, 2026, and will remain in effect for a period of two (2) years from said date unless otherwise expressly extended and agreed to by both Parties or terminated by either Party as provided herein.

3.0 CITY AGENT. The City Manager, or his or her designee (collectively, the “City Manager”), for the purposes of this Agreement, is the agent for the City; whenever approval or authorization is required, Consultant understands that the City Manager has the authority, but not the requirement, to provide that approval or authorization.

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4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the Scope of Work’s fee and cost schedule (Exhibit B). The cost of services shall not exceed $500,000 for the term of the Agreement, except for work performed under an Applicant Deposit, as more particularly described in Section 4.2. No additional compensation shall be paid for any other costs or expenses incurred, unless first approved in writing by the City Manager or designee.

4.1 The Consultant shall submit to the City, by no later than the 10th day of each month, its bill for services itemizing the fees and costs incurred during the previous month. The City shall pay the Consultant all uncontested amounts set forth in the Consultant's bill within 30 days after it is received.

4.2 Applicant Deposit means a project where an applicant submits a financial deposit to the City as required by the City’s fee schedule or other rule or regulation. City shall have the sole authority to determine whether work performed by the Consultant is subject to this Agreement or an Applicant Deposit. In the event the amount of an Applicant Deposit is less than the accumulated cost of the applicant’s project, the Consultant will not be required to continue work on the applicant’s project after expiration of a 15-day written notice to City regarding the deposit funding issue. The immediately preceding sentence shall not apply in the event that the City notifies the Consultant that it will continue to compensate the Consultant regardless of the deposit funding issue or the applicant provides an additional financial deposit to the City.

5.0 CONFLICT OF INTEREST. The Consultant represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by the Consultant under this Agreement.

The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.

5.1 The Consultant represents that no City employee or official has a material financial interest in the Consultant’s business. During the term of this Agreement and/or as a result of being awarded this contract, the Consultant shall not offer, encourage or accept any financial interest in the Consultant’s business to or by any City employee or official. This Section 5.1 shall apply to any subcontractor hired by Consultant to perform service under this Agreement.

5.2 If a portion of the Consultant’s services called for under this Agreement shall ultimately be paid for by reimbursement from and through an agreement with a developer of any land within the City or with a City franchisee, the Consultant warrants that it has not performed any work for such developer/franchisee within the last twelve (12) months, and shall not negotiate, offer or accept any contract or request to perform services for that identified developer/franchisee during the term of this Agreement.

6.0 GENERAL TERMS AND CONDITIONS.

6.1 Termination.

6.1.1 Termination Without Cause. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other Party ten (10) days Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
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written notice of such termination and the effective date thereof. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the effective date of the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.1.2 Termination For Cause. If the Consultant or the City fail to fulfill in a timely and proper manner its obligations under this Agreement, or if the Consultant or the City violate any of the covenants, agreements, or stipulations of this Agreement, the Consultant or the City shall have the right to terminate this Agreement by giving written notice to the other party of such termination and specifying the effective date of such termination. The Consultant shall be entitled to receive compensation in accordance with the terms of this Agreement for any work satisfactorily completed hereunder. Notwithstanding the foregoing, the Consultant shall not be relieved of liability for damage sustained by virtue of any breach of this Agreement and any payments due under this Agreement may be withheld to off-set anticipated damages.

6.1.3 In the event of any termination hereunder, all finished or unfinished documents, reports, photographs, films, charts, data, studies, surveys, drawings, models, maps, or other documentation prepared by or in the possession of the Consultant under this Agreement shall be immediately returned to the City.

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express, prior written consent of the City.

6.3 Non-Discrimination. The Consultant shall not discriminate as to race, creed, gender, color, national origin, or sexual orientation in the performance of its services and duties pursuant to this Agreement.

6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit C (“Insurance Requirements”), attached hereto and made part of this Agreement.

6.5 Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless City and any and all of its officials, employees, agents, and volunteers (“Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

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determination of the Consultant’s percentage of fault, and the Parties cannot mutually agree on Consultant’s percentage of fault, the Parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.

6.6 Compliance with Applicable Law. The Consultant and the City shall comply with all applicable laws, ordinances, and codes of the federal, state, county, and city governments, including, without limitation, Malibu Municipal Code Chapter 5.36 Minimum Wage.

6.7 Independent Contractor. This Agreement is by and between the City and the Consultant and is not intended, and shall not be construed, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between the City and the Consultant.

6.7.1. The Consultant shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of the City. Neither the City nor any of its officers or employees shall have any control over the conduct of the Consultant, or any of the Consultant’s employees, except as herein set forth, and the Consultant expressly warrants not to, at any time or in any manner, represent that it, or any of its agents, servants or employees are in any manner employees of the City, it being distinctly understood that the Consultant is and shall at all times remain to the City a wholly independent contractor and the Consultant's obligations to the City are solely such as are prescribed by this Agreement.

6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

6.9 Legal Construction.
a) This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California. Any and all disputes arising from this Agreement shall be decided solely and exclusively by state or federal courts located in Los Angeles County. b) This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the Parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
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singular shall refer to and include the plural.

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties hereto.

6.11 Final Payment Acceptance Constitutes Release. The acceptance by the Consultant of the final payment made under this Agreement shall operate as and be a release of the City from all claims and liabilities for compensation to the Consultant for anything done, furnished or relating to the Consultant’s work or services. Acceptance of payment shall be any negotiation of the City’s check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by the City shall not constitute, nor be deemed, a release of the responsibility and liability of the Consultant, its employees, sub-consultants and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by the City for any defect or error in the work prepared by the Consultant, its employees, sub-consultants and agents.

6.12 Corrections. In addition to the above indemnification obligations, the Consultant shall correct, at its own expense, all errors in the work which may be disclosed during the City’s review of the Consultant’s report or plans during or after the Term of this Agreement.

Should the Consultant fail to make such corrections in a reasonably timely manner, such corrections shall be made by the City, and the cost thereof shall be charged to the Consultant. If the City corrections occur during the Term, such charged costs shall be deducted from amounts otherwise owed to the Consultant. If the corrections occur after the Term and final payment to the Consultant, the amount charged shall be due and payable within 45 days after written notice of the City’s invoice.

6.13 Files. All files of the Consultant pertaining to the City shall be and remain the property of the City. The Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement.

6.14 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other party in the future. No waiver by a Party of a default or breach of the other Party shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

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6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.16 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.17 Attorneys’ Fees and Costs. The Parties hereto acknowledge and agree that each will bear his/her or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.18 Entire Agreement. This Agreement constitutes the whole agreement between the City and the Consultant, and neither Party has made any representations to the other except as expressly contained herein. Neither Party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any changes, amendments, or modifications to this Agreement must be approved in advance and in writing, and executed by authorized representatives of both the City and the Consultant.

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Joseph D. Irvin
City Manager
CONSULTANT: SWCA Environmental Consultants,
Inc., an Arizona corporation
Heather Gibson
City of Malibu Vice President, Southern California &
Pacific Islands
23825 Stuart Ranch Road 320 N. Halstead Street, Suite 120 Malibu, CA 90265-4861 Pasadena, CA 91107
TEL (310) 456-2489 x 226 TEL (619) 780-5075
FAX (310) 456-2760 [email protected]

6.20 Warranty of Authorized Signatories and Acceptance of Facsimile or Electronic Signatures. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the party for whom he or she purports to sign. The Parties agree that this Contract, agreements ancillary to this Contract, and related documents to be entered into in connection with this Contract will be considered signed when the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

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6. 21 Standard of Care. Consultant shall perform all services under this Agreement in accordance with the standard of care ordinarily exercised by members of the same profession practicing under similar circumstances at the same time and in the same or similar locality.

Consultant shall perform its services in a timely, competent, and professional manner and in accordance with all applicable laws and regulations.

6.22 Public Records Act Compliance. Consultant acknowledges that the City is subject to the California Public Records Act (Government Code section 7920.000 et seq.). Consultant agrees to cooperate with the City in responding to any request for records relating to this Agreement or Consultant’s performance of services. Consultant shall promptly provide any such records requested by the City and acknowledges that such records may be subject to disclosure unless exempt from disclosure under applicable law.

6.23 Records Retention and Audit. Consultant shall maintain complete and accurate records relating to the performance of services under this Agreement, including all books, documents, papers, and accounting records. Consultant shall retain such records for a period of at least three (3) years following completion or termination of this Agreement, or longer if required by law or by written directive from the City. Upon reasonable notice, the City or its authorized representatives shall have the right to inspect and audit such records during normal business hours.

6.24 Ownership of Work Product. All reports, documents, data, studies, drawings, specifications, maps, photographs, and other materials prepared or assembled by Consultant in connection with the performance of services under this Agreement (“Work Product”) shall become the property of the City upon creation and shall be delivered to the City upon request or upon completion or termination of this Agreement. Consultant may retain copies for its files, if and when appropriate, but shall not use or disclose the Work Product for any purpose unrelated to this Agreement without the prior written consent of the City.

6.25 Confidentiality and Public Communications. Consultant shall maintain the confidentiality of any non-public information obtained in the course of performing services under this Agreement and shall not disclose such information to any third party without the prior written consent of the City unless required by law. Consultant shall take reasonable measures to protect such information from unauthorized use or disclosure.

Consultant shall not make any public statement, press release, social media post, or other public communication regarding the services performed under this Agreement, the City, or this Agreement without the prior approval of the City. Consultant shall conduct itself in a professional manner and shall not engage in conduct that would reasonably be expected to reflect adversely on the City in connection with the performance of services under this Agreement.

6.26 Subcontractors. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the City, except to the extent subcontracting is expressly authorized in this Agreement. Consultant shall remain fully responsible for the performance of all services under this Agreement and for the acts and omissions of any subcontractors and their employees or agents.

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6.27 Survival. The provisions of this Agreement that by their nature are intended to survive termination or expiration of this Agreement, including but not limited to provisions relating to indemnification, confidentiality, records retention, ownership of work product, and audit rights, shall survive the termination or expiration of this Agreement.

6.28 Artificial Intelligence Use. For purposes of this Agreement, “Artificial Intelligence” or “AI” means a machine-based system, including generative AI, that generates text, images, code, analyses, or other content based on user inputs. Consultant may use AI solely as a supplemental tool in performing the services under this Agreement and shall not rely upon AI as the primary means of performing such services. Consultant is required to disclose its use of AI in performing services under this Agreement within 30 days of the complete execution of this Agreement.

Consultant shall ensure that qualified personnel independently review, verify, edit, and approve all AI-generated content before relying upon or submitting such content to the City. If the City reasonably determines that Consultant’s use of AI has resulted in work that fails to meet the standard of care applicable under this Agreement, the City may require Consultant to correct the affected services at no additional cost to the City.

7.0 ADDITIONAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2, but not both)

7.1 Disclosure Required. By their respective initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is a “consultant” for the purposes of the California Political Reform Act because Consultant’s duties would require him or her to make one or more of the governmental decisions set forth in Fair Political Practices Commission Regulation 18700.3(a) or otherwise serves in a staff capacity for which disclosure would otherwise be required were Consultant employed by the City. Consultant hereby acknowledges his or her assumingoffice, annual, and leaving-office financial reporting obligations under the California Political Reform Act and the City’s Conflict of Interest Code and agrees to comply with those obligations at his or her expense. Prior to consultant commencing services hereunder, the City’s Manager shall prepare and deliver to consultant a memorandum detailing the extent of Consultant’s disclosure obligations in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______

7.2 Disclosure not Required. By their initials next to this paragraph, City and Consultant hereby acknowledge that Consultant is not a “consultant” for the purpose of the California Political Reform Act because Consultant’s duties and responsibilities are not within the scope of the definition of consultant in Fair Political Practice Commission Regulation 18700.3(a) and is otherwise not serving in staff capacity in accordance with the City’s Conflict of Interest Code.

City Initials ______
Consultant Initials ______
[Signatures on the Following Page]
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This Agreement is executed on _____________________.

SWCA ENVIRONMENTAL CONSULTANTS, INC., an Arizona corporation:

By: _________________________________
Name: HEATHER GIBSON
Title: Vice President, Southern California & Pacific Islands CITY OF MALIBU, a municipal corporation:
___________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney
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EXHIBIT A

SCOPE OF WORK
Task 1: Environmental Review Document Support
Prepare environmental review documents and associated public notices for projects as required under CEQA, including Initial Studies (IS), Negative Declarations (ND), Mitigated Negative Declarations (MND), Environmental Impact Reports (EIR), and Addenda. Peer review technical studies prepared by others, prepare standalone environmental studies at the direction of the City, and review environmental statements and/or analysis prepared by others. In the event of a project requiring NEPA review, prepare Environmental Assessments (EA) and Environmental Impact Statements (EIS) jointly with federal agency partners, when applicable, in accordance with NEPA.

Task 2: Technical Analysis
Thoroughly evaluate a wide range of environmental issues at technical levels of detail commensurate with the requirements of CEQA/NEPA in the following areas:
a) Aesthetics; and preparation or peer review of Visual Resources Technical Reports. b) Agriculture and Forestry Resources.
c) Air Quality; and preparation or peer review of Air Quality Technical Reports and Air Health Risk Assessments (construction, haul route, and operations). d) Biological Resources; and preparation or peer review of Biological Resources Technical Reports (terrestrial and aquatic).
e) Cultural Resources Tribal Cultural Resources; and preparation or peer review of Cultural Resources Technical Reports, and assistance with AB52 and tribal consultation. f) Energy; and preparation or peer review of Energy Use Technical Reports. g) Geology and Soils; and preparation or peer review of Geology and Soils Technical Reports. h) Greenhouse Gas Emissions; and preparation or peer review of Greenhouse Gas Technical Reports.
i) Hazards and Hazardous Materials; and preparation or peer review of Phase I Environmental Site Assessments.
j) Hydrology and Water Quality; and preparation or peer review of Preliminary Drainage Studies and Stormwater Management Plans.
k) Land Use and Planning; and assistance in evaluating consistency with applicable LCP, MMC, and General Plan policies.
l) Mineral Resources.
m) Noise; and preparation or peer review of Noise and Vibration Technical Reports. n) Population and Housing.
o) Public Services; and assistance with will-serve coordination with LACFD, County Sheriff, WD29, City Public Works, and various utilities.
p) Recreation; and assistance in evaluating construction and operational impacts on public parks and public parking, including consistency with applicable LCP, MMC, and General Plan policies.
q) Sea Level Rise; and preparation or peer review of Sea Level Rise Technical Reports. r) Transportation; and preparation or peer review of Vehicle Miles Traveled Analyses (utilizing the SCAG Regional Transportation Demand Model) and Transportation Impact Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
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Studies.
s) Utilities and Service Systems; and preparation or peer review of Utility Infrastructure Studies (wastewater and water) and Water Supply Assessments. t) Wildfire; and preparation or peer review of Wildfire Reports and Wildfire Evacuation Analyses.

Task 3: Project Coordination, Meetings, and Quality Control Provide project coordination, meeting support, and quality control for work assignments as follows.
a) Assign a dedicated Project Manager who has extensive experience managing the preparation of an environmental document and environmental analysis. b) Attend regular project management meetings and calls with City staff and/or City consultants (may be in-person and/or virtual).
c) Attend working review sessions associated with the environmental document preparation (may be in-person and/or virtual).
d) Attend stakeholder meetings (may be in-person and/or virtual). e) Provide public hearing agenda report support and PowerPoint preparation assistance to City staff and/or City consultants.
f) Attend public hearings.
g) Effectively manage work assignments, schedules, and budget. h) Provide the City with a monthly status report documenting the work performed during the prior month and the work expected to be completed in the next month. i) Provide comprehensive and diligent Quality Assurance (QA) and Quality Control (QC) of all documents prepared, including technical studies and appendices; and ensure an adequate level of information, explanation, and conclusions in all documents as required by CEQA and NEPA.
j) Ensure that the QA/QC process addresses all issues with document formatting, consistency of terms, grammar, abbreviations, and typographical issues. k) Implement measures to ensure version control is maintained by all reviewing parties and to ensure that tracked changes/comments are managed and addressed adequately. l) Diligently work to ensure that all environmental sections of a document are efficient, organized, and formatted for ease of review by the general public, and void of unnecessary repetitive information.
m) Ensure the conclusions in all environmental sections are based on supportive analysis and/or justifications, include clear and concise statements of thresholds and methodologies, and adequately describe a project’s impact on each threshold. n) For MNDs and EIRs, ensure that all mitigation measures proposed are legally sufficient and defensible, as required by CEQA, including: 1) an explanation why the mitigation measure is needed; 2) who would be responsible to perform the mitigation measure; 3) timing for when the mitigation measure should be completed; and 4) monitoring provisions and/or who would be responsible for completing the monitoring. o) For EIRs, facilitate the public scoping meeting in coordination with City staff and/or City consultants, including preparation and delivery of a PowerPoint presentation, obtaining comments, and keeping of meeting notes.

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Task 4: Mitigation Measures Development, Monitoring, and Tracking Assist in the development, monitoring, and tracking of mitigation measures and/or special conditions for development projects.

Task 5: Tracking and Analysis of CEQA/NEPA Legislation, Regulation, Case Law, and Guidance Updates
Perform review and analysis of existing, proposed, or potential federal, state, and local-related laws, regulations, and guidance and their applicability to the City and development projects in the City. Tasks may include preparation of comments, summaries, and/or detailed descriptions of findings and recommendations; and attendance/participation at public meetings, hearings and workshops in support or on behalf of City staff.

Task 6: Environmental Review Support for Grant Applications Prepare environmental review documents and/or technical studies to support City-prepared applications for state and federal grants and/or projects for which the City has been awarded grant funding, in accordance with the funding agency’s procedures and guidance, including, but not limited to FEMA, Caltrans, Ocean Protection Council, California Coastal Commission, South Coast Air Quality Management District, and the California Energy Commission.

Task 7: Training Sessions, Workshops, and Presentations Prepare and/or provide training sessions, workshops, or presentations to City staff and City consultants related to CEQA/NEPA policies, assessments, and methodologies.

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EXHIBIT B

COMPENSATION FOR SERVICES
The Consultant will be paid for professional services rendered and costs incurred pursuant to this Agreement in accordance with this Exhibit B. No additional compensation shall be paid for any other expenses incurred, unless first approved by the City Manager, or his or her designee.

Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or his or her designee.

Compensation for a 2-Year Term: $500,000
Applicant-Funded Services: Consultant shall be paid from separate applicant deposits established for the applicable project in accordance with this Agreement and is independent of the above compensation amount.

SWCA Hourly Rates

LABOR RATES

TEAM MEMBER TITLE LABOR CATEGORY HOURLY RATE
Jessica Cleavenger Principal-in-Charge / Contract Manager Subject Matter Expert I $249 Bobbette Biddulph Senior Environmental Planner Subject Matter Expert I $249 Brandi Cummings Project Manager Specialist XII $233
Johanna Falzarano Principal Environmental Planner Subject Matter Expert I $237 Cassidy Bewley Senior Environmental Planner Specialist XI $213 Adrianna Gjonaj Lead Environmental Planner Specialist X $195 Stuart Muerth Project Environmental Planner Specialist IX $174 Alexandra Doyle Staff Environmental Planner Specialist V $127 Lauren Cross Staff Environmental Planner Specialist VIII $163 Chad Endicott NEPA Environmental Planner Specialist XI $213 Tiffany Clark Principal Investigator Subject Matter Expert I $237 Erica Nicolay Lead Archaeologist Specialist X $195
Morgan Bird Staff Archaeologist Specialist VII $151
Susan Zamudio-Gurrola Lead Architectural Historian Specialist X $195 Heather Clifford Principal Paleontologist Specialist XII $233 Robert Carr Visual Resources Specialist/Senior Project
Landscape Architect
Subject Matter Expert II $249
Erin Wielenga Air Quality/GHG Specialist Specialist XI $213 Carlos Ituarte-Villarreal Noise/Vibration Specialist Subject Matter Expert I $237 Joseph Zhang Senior Project Engineer Specialist XI $213 Nolan Perryman Water Resources Scientist Specialist VII $151 Sophie Swanson Senior Hydrologist Subject Matter Expert I $237 Robert MacAller Senior Natural Resources Director Subject Matter Expert IV $302 Shirley Innecken Senior Wildlife Biologist Subject Matter Expert I $237 Luis Aguilar Principal Wetland Scientist and Arborist Subject Matter Expert I $237 Ryan Myers Biologist Specialist XI $213
Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
SWCA Environmental Consultants, Inc.

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LABOR RATES
Victoria Amato Principal Environmental Planner – Wildfire Specialist XII $233 Carly Gibson Fire Planning Specialist Specialist XI $213 Montiel Ayala Fire Planning Specialist Specialist VIII $163 Hannah Walchak Grant Support Specialist Specialist IX $174 Labor Rate Categories, Hourly Rates, and Direct Costs

LABOR CATEGORY HOURLY RATE LABOR CATEGORY HOURLY RATE
Cultural Resources, Environmental Resources, Paleontology, Planning, Air Quality, Landscape Architecture, Ecological Restoration, Disaster Recovery, GIS/CADD Resources, Technical Writing/Editing, Administrative Subject Matter Expert II $249 Specialist VII $151
Subject Matter Expert I $237
Specialist VI $141
Specialist XII $233 Specialist V $127
Specialist XI $213 Specialist IV $117
Specialist X $195 Specialist III $107
Specialist IX $174 Specialist II $94
Specialist VIII $163 Specialist I $79
Subconsultant Hourly Rates

LABOR CATEGORY HOURLY RATE LABOR CATEGORY HOURLY RATE
AMBIENT Air Quality & Noise Consulting
Principal Air Quality & Noise Specialist $190 Air Quality & Noise Analyst $75 Air Quality & Noise Specialist $100
Geosyntec Consultants
Senior Principal $345 Senior Technician II $132
Principal $325 Senior Technician I $120
Senior Professional $300 Technician II $110
Project Professional $268 Technician I $100
Professional $239 Senior Designer $225
Senior Staff Professional $210 Designer $190
Staff Professional $185 Senior Drafter/Senior CADD Operator $175 Construction Manager II $189 Drafter/CADD Operator/Artist $158 Construction Manager I $162 Project Administrator $104
Site Manager II $162 Clerical $84
Site Manager I $142
Kittelson & Associates
Senior Principal Engineer/Planner $348 Data Scientist/Developer $243 Principal Engineer/Planner $313 Data Analyst/Software Developer $188 Associate Engineer/Planner $265 Software Technician $133 Senior Engineer/Planner $238 Associate Technician $213
Engineer/Planner $203 Senior Technician $193
Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
SWCA Environmental Consultants, Inc.

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LABOR CATEGORY HOURLY RATE LABOR CATEGORY HOURLY RATE
Transportation Analyst $183 Technician II $168
Principal Data Scientist/ Developer $283 Technician I $143 Senior Data Scientist/Developer $263 Office Support $123 Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of nonbillable overhead activities are:
• Discussion with staff or applicant about the cost of services or to address billing disputes. • Meetings to discuss work performance, contract, or additional services. • Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.

Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
SWCA Environmental Consultants, Inc.

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EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of City, and prior to commencement of work and/or services under this Agreement, 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.

General Liability Insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended.

Any endorsement restricting standard ISO “insured contract” language will not be accepted.

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 the 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 1,000,000 combined single limit for each accident.

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 $1,000,000 per claim and 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.

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

OTHER PROVISIONS OR REQUIREMENTS
Proof of Insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance.

Current certification of insurance shall be kept on file with City for the contract period and any additional length of time required thereafter. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Duration of Coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or subconsultants.

Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
SWCA Environmental Consultants, Inc.

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Primary/Noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured.

City’s Rights of Enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers 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.

Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications 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 and insurance clauses from each of its subconsultants.

Enforcement of Contract Provisions (Non Estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

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 the 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.

Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
SWCA Environmental Consultants, Inc.

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responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3 Professional Services Agreement
SWCA Environmental Consultants, Inc.

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Docusign Envelope ID: 8A8DF805-D336-8956-831E-A5BDC89D04B3

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Agenda Item # 1.B.12.

Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Kelsey Pettijohn, City Clerk
Approved by: Joseph D. Irvin, City Manager
Date prepared: July 27, 2026 Meeting date: August 10, 2026 Subject: Resolution Extending the Declaration of the Existence of a Local Emergency Regarding Conditions on Pacific Coast Highway (PCH) RECOMMENDED ACTION: Adopt Resolution No. 26-57 extending the declaration of the existence of a local emergency related to the increase of reckless and illegal driving on Pacific Coast Highway and directing staff to coordinate efforts with other governmental agencies to increase attention and create programs to reduce the risk and danger associated with Pacific Coast Highway in the City.

FISCAL IMPACT: There is no fiscal impact associated with the recommended action.

STRATEGIC PLAN IMPLEMENTATION: This item supports the City’s 2025 Strategic Plan Goal 1 - Support Community Rebuilding and Long-Term Recovery.

DISCUSSION: On November 13, 2023, the Council adopted Resolution No. 23-52 declaring the existence of a local emergency in response to increasing reckless and illegal driving on PCH. The Council last reviewed and extended this declaration on April 27, 2026.

The California Emergency Service Act allows the City to proclaim a local state of emergency when needed to protect the public safety in dire circumstances. The status and use of Pacific Coast Highway (“PCH”) currently constitutes a condition, or threatened condition, of extreme peril to the safety of persons and property within the City of Malibu.

PCH is the City’s main thoroughfare, and each day serves as a commuting route, a residential street, a business corridor, and for persons accessing beaches and other local recreation amenities, a pathway used by pedestrians and cyclists. PCH is a California State Highway (State Route 1) that is managed and maintained by the California Department of Transportation (“Caltrans”) with a posted speed limit ranging between 45- 55 miles per hour in the City. Excessive speeding, reckless driving, unsafe U-turns, and distracted driving caused by cell phone use and other distractions have resulted in City Council Meeting
08-10-26
Item

1.B.12.

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Agenda Item # 1.B.12.
increased collisions with other motorists, cyclists and pedestrians on PCH that have resulted in injury and death.

According to data from the Statewide Integrated Traffic Records System obtained through UC Berkley’s Transportation Injury mapping system, between 2018 and 2022, there were 22 deadly crashes on PCH in the City, resulting in the death of 23 people. Data from the California Highway Patrol indicates that there have been 49 fatalities along PCH in Malibu from 2012-22. And finally, the Los Angeles Times has reported that there have been 170 combined deaths and serious injuries to drivers, passengers, cyclists, and pedestrians between 2011 and 2023 along PCH in the City. Further, countless other close calls or near misses from the danger posed by the conduct on PCH are impossible to quantify. Most recently, a crash occurred on PCH resulting in the tragic and unnecessary loss of four Pepperdine University students who were walking along PCH. According to authorities, the driver of the car was allegedly traveling at a speed in excess of 100 miles per hour when his vehicle lost control, sideswiped at least three parked cars, and then crashed into a group of people including the four Pepperdine University students and two others.

These statistics and the most recent tragedy are all consistent with the day-to-day experience of City residents, visitors, officials, and staff. PCH has become increasingly dangerous to residents and visitors due to the common occurrence of drivers speeding, driving recklessly, or driving while distracted. Residents and visitors are now forced to weigh and modify their use of PCH depending on the time of day and other factors (e.g., weather, weekend vs. weekday, existing traffic conditions, etc.) because of the danger posed. Despite efforts by the City and other governmental agencies to improve the safety of PCH, the point has been reached that the risk is just too great. The status quo is no longer acceptable, and action must be taken to mitigate this local emergency.

Safety on PCH is a problem that the City cannot address and fix alone. It will need to work with Caltrans to make changes to PCH itself. PCH is a State Highway managed and controlled by Caltrans. Sections 83 and 90 of the Street and Highways Code state that Caltrans has jurisdiction, possession, control and responsibility for the maintenance of State Highways. Further sections of the Streets and Highways Code make clear that Caltrans is the entity with decision-making power over PCH in the City, including improvements, safety elements and speed limits. Further, Streets and Highway Code section 124 states that it is Caltrans, not the City, that can restrict the use of, or close, a State Highway for the protection of the public.

Furthermore, law enforcement agencies such as the Los Angeles County Sheriff’s Department (LASD) and the California Highway Patrol have enforcement jurisdiction over PCH for Vehicle Code violations and other code violations. Given its enforcement jurisdiction over PCH, the City can also work through the LASD to address vehicle code violations and related enforcement action. To effectively effect change, the City must

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Agenda Item # 1.B.12.
coordinate and work together with its other governmental partners to implement strategies and solutions to reduce the danger on PCH for all users.

California Government Code Section 8630 empowers the City Council to proclaim the existence of a Local Emergency when there is extreme peril to the safety of persons and property within the territorial limits of the City. Additionally, California Government Code Section 8634 empowers the City Council to promulgate orders and regulations necessary to provide for the protection of life and property during the time of a Local Emergency.

These statutes codify the constitutional “police powers” of local governments to adopt local legislation designed to protect the health, safety, and welfare of the community. Further, the City’s Municipal Code (Chapter 2.52) establishes the City’s disaster council and policies and procedures for dealing with a local emergency. The City’s purchasing ordinance (Chapter 2.56) allows for greater flexibility when making purchases for supplies or services in response to a local emergency. Thus, a declaration of local emergency provides the City greater flexibility to act expediently when trying to address and mitigate the danger posed by the local emergency. It may also aid in coordination with other governmental entities and allow the City access to other resources.

Government Code Section 8630 requires that the City Council review the need for continuing a local emergency at least once every 60 days until the City Council terminates the local emergency.

As such, City staff recommend adopting Resolution No. 26-57 extending the declaration of the existence of a local emergency. If adopted, the City Council will review, and as needed renew, this action at least every 60 days.

ENVIRONMENTAL REVIEW:

This resolution and the actions taken and/or proposed herein are not a project pursuant to the California Environmental Quality Act (CEQA) since they are activities that are excluded from the definition of a project by section 21065 of the California Public Resources Code and section 15378(b) of the State CEQA Guidelines. The proposed actions are organizational or administrative activities of government which will not result in direct or indirect physical changes in the environment. These actions are also exempt from CEQA as specific actions necessary to prevent or mitigate an emergency pursuant to section 21080(b)(4) and section 15269(c) of the State CEQA Guidelines. They also are exempt under CEQA Guidelines Section 15301 – existing facilities. Coordinating and improving infrastructure and safety as well as education and enforcement efforts for safer driving and use of PCH are all exempt activities. Further, to the extent there are minor/temporary uses of land having a negligible or no permanent effect on the environment, these activities are exempt under Section 15304(e) of the CEQA Guidelines.

ATTACHMENTS: Resolution No. 26-57
RESOLUTION NO. 26-57

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MALIBU

EXTENDING THE DECLARATION OF THE EXISTENCE OF A LOCAL

EMERGENCY RELATED TO THE INCREASE OF RECKLESS AND

ILLEGAL DRIVING ON PACIFIC COAST HIGHWAY AND DIRECTING

STAFF TO COORDINATE EFFORTS WITH OTHER GOVERNMENTAL

AGENCIES TO INCREASE ATTENTION AND CREATE PROGRAMS TO

REDUCE THE RISK AND DANGER ASSOCIATED WITH PACIFIC COAST

HIGHWAY IN THE CITY
The City Council of the City of Malibu does hereby find, order, and resolve as follows:

SECTION 1. Recitals.

A. Condition or threatened conditions of extreme peril to the safety of persons and property have arisen and continue within the City of Malibu caused by the increase in reckless and illegal driving on Pacific Coast Highway (“PCH”) in the City. This reckless and illegal driving has led to increased collisions with other motorists, cyclists and pedestrians, resulting in injury and death.

B. According to data from the Statewide Integrated Traffic Records System obtained through UC Berkley’s Transportation Injury Mapping System, between 2018 and 2022 there were 22 deadly crashes on PCH in the City, resulting in the death of 23 people. According to data from the California Highway Patrol, there have been 49 fatalities along PCH through Malibu from 2012-22. According to the Los Angeles Times there have been 170 deaths and serious injuries to drivers, passengers, cyclists and pedestrians between 2011 and 2023.

C. On October 17, 2023, a crash occurred in the 21500 block of PCH resulting in the tragic loss of four Pepperdine University Students who were walking along the road. According to authorities, the driver of the car was traveling at a speed in excess of 100 miles per hour when he lost control, sideswiped at least three parked cars and then crashed into a group of people including the four Pepperdine University Students and two others.

D. PCH is a California State Highway managed and maintained by the California Department of Transportation (“Caltrans”). The posted speed limit along PCH in the City ranges between 45-55 miles per hour.

E. PCH is the City’s main thoroughfare and serves as a commuting route, a residential street and business corridor in the City.

F. City officials, City staff and City residents are tragically aware that PCH has become increasingly dangerous to residents, visitors and commuters, with drivers regularly exceeding the posted speed limits or driving recklessly or distracted which Resolution No. 26-57

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_____________________
has resulted in not only the killing and maiming of pedestrians, cyclists and other motorists, but a collective fear and trauma about the risks posed by accessing PCH.

G. Despite efforts by the City and other governmental agencies to improve the safety of PCH, PCH continues to pose a threat to those who drive, walk and/or cycle along it. Serious and dangerous collisions continue to occur too regularly, with four additional fatalities since November 2023.

H. California Government Code Section 8630 empowers the City Council to proclaim the existence of a Local Emergency when there is extreme peril to the safety of persons and property within the territorial limits of the City. Additionally, California Government Code Section 8634 empowers the City Council to promulgate orders and regulations necessary to provide for the protection of life and property during the time of a Local Emergency. These statutes codify the constitutional “police powers” of local governments to adopt local legislation designed to protect the health, safety, and welfare of the community.

SECTION 2. It is hereby proclaimed that:

A. The above recitals are true and correct.

B. The increase in and continuation of dangerous, illegal, reckless and/or distracted driving on PCH in the City currently poses extreme peril to persons and property in Malibu. As such, the City Council finds that the declaration of local emergency remains valid and necessary, and will remain in effect until the extreme danger has subsided.

C. To reduce and prevent the risks associated with dangers posed on PCH, City staff are directed to coordinate with Caltrans, the Los Angeles County Sheriff, the California Highway Patrol, and other entities and government agencies to implement programs, increase enforcement of existing laws and/or develop solutions to reduce the danger on PCH to pedestrians, cyclists and other motorists from dangerous, illegal, reckless and/or distracted driving on PCH.

D. The City Director of Emergency Services, or designee, is directed and authorized to address any and all impacts and conditions caused by the emergency and to obtain any and all aid and assistance from local, county, state, or federal agencies, including but not limited to aid and assistance pursuant to the California Disaster Assistance Act, California Government Code Section 8690 et. seq.

E. The City Manager, as the Purchasing Officer of the City pursuant to Malibu Municipal Code Section 2.56.070(C), is authorized to make purchases of supplies or services exceeding twenty-five thousand dollars ($25,000.00) in compliance with Malibu Municipal Code, Chapter 2.56.

Resolution No. 26-57

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F. City staff are directed to report back to the City Council regarding programs and strategies proposed or implemented to mitigate the risk associated with this local emergency.

SECTION 3. The local emergency shall be deemed to continue and exist until its termination is proclaimed by the City Council. As required by law, the City Council shall review the need to continue the state of emergency every 60 days until this resolution is terminated.

SECTION 4. This resolution and the actions taken and/or proposed herein are not a project pursuant to the California Environmental Quality Act (CEQA) since they are activities that are excluded from the definition of a project by section 21065 of the California Public Resources Code and section 15378(b) of the State CEQA Guidelines. The proposed actions are organizational or administrative activities of government which will not result in direct or indirect physical changes in the environment. In the alternative, find that the actions are exempt from CEQA as specific actions necessary to prevent or mitigate an emergency pursuant to section 21080(b)(4) and section 15269(c) of the State CEQA Guidelines.

SECTION 5. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED, and ADOPTED this __ day of ______ 2026. _____________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
__________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
__________________________________
TREVOR RUSIN, Interim City Attorney

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Agenda Item # 1.B.13.

Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Luis Flores, Public Safety Manager
Reviewed by: Susan Dueñas, Public Safety Director
Approved by: Joseph D. Irvin, City Manager
Date prepared: August 6, 2026 Meeting date: August 10, 2026 Subject: Resolution Declaring the Existence of a Local Emergency and Initiating a Program for Reducing the Risk of Fires Associated with Individuals Engaged in Unpermitted Camping
RECOMMENDED ACTION: Adopt Resolution No. 26-59 declaring the existence of a local emergency and initiating a program for reducing the risk of fires associated with individuals engaged in unpermitted camping.

FISCAL IMPACT: There is no fiscal impact associated with the recommended action.

STRATEGIC PLAN IMPLEMENTATION: This item supports the City’s 2025 Strategic Plan Goal 4. Improve Public Safety
Goal 4: Improve Public Safety
Objective 4.2: Increase Wildfire Resiliency
Project: Wildfire Mitigation: Reduce wildfire risk in wildland-urban interface Goal 4: Improve Public Safety
Objective 4.3: Reduce Homeless Encampments
Strategies: Work with agency partners to remove encampments on public property and hillsides
DISCUSSION: California Government Code Section 8630 empowers the City Council to proclaim the existence of a local emergency when there is extreme peril to the safety of persons and property within the territorial limits of the City. At the June 24, 2024, Regular City Council Meeting, the Council adopted Resolution 24-30, which established criteria for City Council Meeting
08-10-26
Item

1.B.13.

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Agenda Item # 1.B.13.
declaring the existence of a local emergency and initiating a program for reducing the risk of fires associated with individuals engaged in unpermitted camping in Very High Fire Hazard Severity Zones (VHFHSZ), and establishing criteria for when to terminate the local emergency. The criteria for declaring the existence of a local emergency was set at a Live Fuel Moisture (LFM) of 65% or less, as determined by the Los Angeles County Fire Department Forestry Division for Santa Monica Mountains Chamise.

On August 6, 2026, the Los Angeles County Fire Department Forestry Division posted an LFM of 63% for Santa Monica Mountains Chamise. Therefore, the criteria for declaring an emergency has been met, and staff are prepared to implement the program for reducing the risk of fires associated with individuals engaged in unpermitted camping, which includes:
· Collaborating with the City’s Homeless Outreach Team, Los Angeles County Sheriff’s Department (LASD), and LASD-Homeless Outreach Services Team (HOST) to identify encampments within the areas designated as VHFHSZ, provide outreach, and offer available resources;
· Collaborating with the Outreach Team, LASD, and HOST to provide appropriate notification to those individuals living in hillside encampments of the potential threat to life and the prohibition in effect;
· Collaborating with the Outreach Team, LASD, and HOST to ensure that the VHFHSZ remains free of encampments while also ensuring these efforts do not criminalize individuals living unhoused; and,
· Collaborating with LASD Arson Watch during Red Flag events to watch for signs of smoke columns and fire and communicate early alert and notification of potential wildfire incidents as well as unpermitted activity in canyons and VHFHSZ areas.

Staff recommend that the Council adopt Resolution No. 26-59 declaring a local emergency for fire risk conditions and extend the Declaration as needed until the criteria for terminating the Declaration are met as established by Resolution 24-30.

ATTACHMENTS: Resolution No. 26-59
RESOLUTION NO. 26-59

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MALIBU

DECLARING THE EXISTENCE OF A LOCAL EMERGENCY AND

INITIATING A PROGRAM FOR REDUCING THE RISK OF FIRES

ASSOCIATED WITH INDIVIDUALS ENGAGED IN UNPERMITTED

CAMPING
The City Council of the City of Malibu does hereby find, order and resolve as follows:

SECTION 1. Recitals.

A. Wildfires are a frequent disaster in California, causing significant harm and loss to individuals, communities, and wildlife. Malibu is among the areas devastated by wildfire - losing hundreds of homes and acres of vegetation and suffering hundreds of millions of dollars in damages in the 2025 Palisades Fire.

B. A vegetation fire in Malibu at any time of the year poses a danger to life and property. A vegetation fire during a Red Flag event poses extreme peril to the safety of persons and property within Malibu. Historically, the most devastating wildfires in Malibu have occurred between September and January when the wildland and chaparral are at their driest, the Santa Ana winds are most prevalent, and the humidity is at its lowest.

C. CAL Fire has identified three zones based on increasing fire hazard severity:
medium, high, and very high. Considering various factors such as historical fire patterns, proximity to wildland and parkland, abundant chaparral, and severe drought, CAL FIRE has classified the entire area where the City of Malibu is situated as a Very High Fire Hazard Severity Zone (VHFHSZ).

D. Live fuel moisture (LFM) is a common indicator of fire risk and an LFM of 60% or lower is considered critical. Each year, local fire risk conditions have continually hit critical levels. As climate change extends and exacerbates our local fire season, the risk of harm or loss of life for individuals increases.

E. Individuals engaged in unpermitted camping in the VHFHSZ are at significant risk of loss of life due to being trapped by wildfires since they are not likely to receive traditional emergency alerts sent through cell phones. In addition, individuals who are attempting to leave the mountainous region during a wildfire could be trapped by fires that start from the ember cast that precedes the fire front in a wind-driven fire. This situation also increases the risk that emergency responders may have to divert resources from fighting the fire to assist these individuals.

F. Individuals engaged in unpermitted camping in the VHFHSZ may be reliant on fires for everyday activities, including cooking food and keeping warm. These activities increase the risk of nearby brush catching fire and rapidly spreading.

G. Malibu has experienced numerous vegetation fires linked to individuals engaged in unpermitted camping in areas designated as VHFHSZ and in 2021, Malibu experienced more than twenty-three fires attributed to this cause.

Resolution No. 26-59

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_____________________
H. On June 24, 2024, the City Council adopted Resolution 24-30 which established criteria for declaring the existence of a local emergency and initiating a program for reducing the risk of fires associated with individuals engaged in unpermitted camping in VHFHSZ and establishing criteria for when to terminate the local emergency.

I. The criteria for declaring the existence of a local emergency were set at an LFM of 65% or less as determined by the Los Angeles County Fire Department Forestry Division for Santa Monica Mountains Chamise.

J. On August 6, 2026, the Los Angeles County Fire Department Forestry Division posted an LFM of 63% for Santa Monica Mountains Chamise.

SECTION 2. It is hereby proclaimed that:

1. The criteria for declaring the existence of a local emergency have been met. As such, the City Council finds that a declaration of local emergency is necessary, and will remain in effect until the extreme danger of wildfire subsides.

2. To prevent the occurrences of fire and loss of life and property, unpermitted camping is prohibited in areas designated as a VHFHZ in Malibu.

3. City staff is directed to act in collaboration with the Malibu Homeless Outreach Team, Los Angeles County Sheriff’s Department (LASD), and the LASD Homeless Outreach Services Team (HOST) to implement a program for reducing the risk of fires associated with individuals who are engaged in unpermitted camping.

SECTION 5. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

Resolution No. 26-59

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_____________________
PASSED, APPROVED, and ADOPTED this 10th day of August 2026. _____________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
__________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
__________________________________
TREVOR RUSIN, Interim City Attorney

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Agenda Item # 1.B.14.

Council Agenda Report
To: Mayor Silverstein and the Honorable Members of the City Council Prepared by: Nadia Fahoum, Associate Engineer
Reviewed by: Tatiana Holden, Assistant Public Works Director/City Engineer Approved by: Joseph D. Irvin, City Manager
Date prepared: June 24, 2026 Meeting date: August 10, 2026 Subject: Easement Acceptance for Speed Enforcement Camera Systems RECOMMENDED ACTION: 1) Adopt Resolution No. 26-56 accepting an easement from private property owners for the Speed Enforcement Camera Systems, 2) Direct City staff to record a certified copy of the resolution and easement in the Office of the County Recorder, and 3) Direct City staff to take any other reasonable and necessary actions to implement and effectuate the easement, including the recordation of the easement and any related actions required to finalize the easement.

FISCAL IMPACT: There is no fiscal impact associated with the recommended action.

STRATEGIC PLAN IMPLEMENTATION: This item supports the City’s 2025- 2028 Strategic Plan Goal 4: Improve Public Safety.

Goal 4: Improve Public Safety
Objective 4.1: Reduce injury and fatal collisions on Pacific Coast Highway Strategy: Implement Speed Enforcement Camera System Pilot Program DISCUSSION: On September 27, 2024, Senate Bill 1297, which authorized the City of Malibu to implement a speed safety system pilot program, was signed into law. The purpose of the program is to improve traffic safety and reduce fatalities on the Pacific Coast Highway (PCH) in Malibu by targeting high-speed areas. The bill authorizes installation of up to five safety systems within the city limits. Once implemented and operational, the program will continue until its expiration on January 1, 2032.

City Council Meeting
08-10-26
Item

1.B.14.

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Agenda Item # 1.B.14.

After field investigations of the sites for the speed enforcement camera systems, it was discovered that in the region of Carbon Canyon there are constraints with the available right-of-way space to install speed enforcement camera systems and associated components for its successful operation.

The proposed easement is necessary to allow the City of Malibu and its contractor, GMZ Engineering, Inc., to access, install, operate, maintain, repair, upgrade and/or remove the speed enforcement camera systems and associated components for its successful operation; as well as its electrical facilities to energize the systems.

Accepting the following easement will allow the City to perform the work necessary to successfully install and operate the speed enforcement camera system located in the region of Carbon Canyon.

Staff recommends that the City Council adopt Resolution No. 26-56 accepting an easement from private property owners for the Speed Enforcement Camera Systems, authorize City staff to process and facilitate the recording of the easement with the County Recorder, and authorize City staff to take any other reasonable and necessary actions to implement and effectuate the easement, including the recording of the easement and any related actions required to finalize the easement.

ATTACHMENTS:

1. Resolution No. 26-56

2. Location Map – Proposed Easement
RESOLUTION NO. 26-56

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MALIBU

AUTHORIZING THE ACCEPTANCE OF A SPEED CAMERA

ENFORCEMENT SYSTEM EASEMENT GRANTED TO THE CITY OF
MALIBU
The City Council of the City of Malibu does hereby find, order and resolve as follows:

SECTION 1. Recitals.

A. On February 27, 2023, the City Council awarded a construction contract to GMZ Engineering, Inc. for the installation and continued maintenance and operation of speed enforcement camera systems permitted under SB 1297.

B. In order to supply electrical power and other services to the City’s Speed Enforcement Camera Systems a dedicated easement is needed on the parcel of private property.

SECTION 2. The City Council hereby approves and authorizes the acceptance of a speed camera enforcement system easement to the City of Malibu as described and depicted in Exhibit A of the Grant Agreement (Grant Agreement is attached as Attachment A) and Exhibit B, Plat Map, showing the detailed location for the easement.

SECTION 3. The City Council hereby approves and authorizes City staff to process and facilitate the recording of the easement with the County Recorder.

SECTION 4. The City Council hereby approves and authorizes City staff to take any other reasonable and necessary actions to implement and effectuate the easement, including the recording of the easement and any related actions to finalize the easement.

SECTION 5. This Resolution shall become effective immediately upon its passage and adoption.

SECTION 6. The City Clerk shall certify to the passage and adoption of this resolution and enter it into the book of original resolutions.

PASSED, APPROVED, and ADOPTED this 10th day of August 2026. _____________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
__________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
Resolution No. 25-56

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_____________________
APPROVED AS TO FORM:
__________________________________
TREVOR RUSIN, Interim City Attorney
Resolution No. 25-56

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_____________________

ATTACHMENT A
Resolution No. 25-56

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_____________________
Resolution No. 25-56

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_____________________
Resolution No. 25-56

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_____________________
Resolution No. 25-56

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_____________________
Resolution No. 25-56

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_____________________
Resolution No. 25-56

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_____________________
ATTACHMENT 2
Location Map – Proposed Easement

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Agenda Item # 1.B.15.

Council Agenda Report
To: Mayor Silverstein and Honorable Members of the City Council Prepared by: Tyler Eaton, Assistant Community Development Director Patricia Salazar, Deputy Community Development Director Reviewed by: Yolanda Bundy, Community Development Director Approved by: Joseph D. Irvin, City Manager
Date prepared: August 5, 2026 Meeting date: August 10, 2026 Subject: Agreements Related to the Preparation of the Malibu Canyon Resort Project Environmental Impact Report
RECOMMENDED ACTION: 1) Authorize the Mayor to execute a Professional Services Agreement with Impact Sciences, Inc. for the preparation of the Malibu Canyon Resort Project Environmental Impact Report (EIR); and 2) Authorize the Mayor to execute a Developer Reimbursement Agreement with Green Acres, LLC for payment of costs related to and associated with preparation of the EIR.

FISCAL IMPACT: The proposed Professional Services Agreement with Impact Sciences establishes a base contract amount of $539,118 for preparation of the EIR and related technical services identified in the Scope of Work. In addition, the City will assess a management and administration fee of $161,735, representing 30 percent of the consultant's base contract amount, to reimburse the City for personnel and administrative costs associated with managing and administering the consultant agreement.

The Agreement also includes an optional contingency in the amount of $53,912 (10 percent of the consultant's base contract amount) to address unforeseen work, additional technical analysis, or scope modifications that may become necessary during preparation of the EIR. The contingency is not part of the base contract amount and may only be used upon written authorization by the Community Development Director, or designee. If the contingency is authorized, the Developer Reimbursement Agreement also requires reimbursement of the City's management and administration fee associated with the contingency in the amount of $16,174, resulting in a maximum potential contingency authorization of $70,086.

City Council Meeting
08-10-26
Item

1.B.15.

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Agenda Item # 1.B.15.

STRATEGIC PRIORITY: NA
DISCUSSION: In 2024, Green Acres, LLC (Developer) submitted an application for a coastal development permit (CDP No. 24-001), conditional use permit (CUP No. 24-001) and other discretionary requests for the construction of a 146-room resort hotel with restaurants, meeting rooms, and other amenities on three vacant parcels located in the Commercial Visitor-Serving 2 (CV-2) zoning district at 4000 Malibu Canyon Road. The application meets the definition of a “Project” pursuant to the California Environment Quality Act (CEQA) and requires the preparation of an EIR.

At the time, as the City did not have any active professional service agreements with consultants for preparing environmental documents under CEQA, a Request for Proposal (RFP) was issued on March 9, 2026 for preparation of the EIR. Additionally, a Supplemental RFP with redlined changes was released on June 4, 2026. A total of eight proposals were received from consulting firms. Each proposal underwent a thorough review by staff to assess the firm’s experience of proposed staff, approach to the Project, capability to perform, consultant firm’s relevant experience with similar projects and geographical context to the City, and fair and reasonable cost. The City placed particular emphasis on each firm's demonstrated experience preparing legally defensible CEQA documents for complex projects and its familiarity with Malibu's environmental and regulatory setting.

All of the proposals indicated that the consulting firms would be able to prepare an EIR that would be thorough and would be completed in a reasonable timeframe. Three of the qualified firms were invited for interviews to further vet the firm’s experience and capabilities: Impact Sciences, PlaceWorks, and WSP USA.

Staff concluded that Impact Sciences' proposal presented a comprehensive and welldefined approach for preparing the EIR. The proposal demonstrated a thorough understanding of the proposed Project, the environmental analyses necessary to support CEQA compliance, and the unique environmental and regulatory considerations associated with the City of Malibu. The firm has worked on complex commercial projects in the City previously, such as preparing the EIR for the Park at Cross Creek Shopping Center (Whole Foods) and the Initial Study/Mitigated Negative Declaration for the Memorial Park at the subject site. The firm also demonstrated substantial experience preparing environmental documents for complex projects of similar scale and complexity within the State of California and its Coastal Zone. To provide executive-level oversight throughout the project, Impact Sciences proposed its Chief Executive Officer and Managing Principal to serve as the Project Manager. Impact Sciences estimates that the EIR can be completed in approximately eight to ten months, culminating in Planning Commission certification.

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Agenda Item # 1.B.15.

Proposed Scope of Work
The purpose of the EIR is to inform the public and the City's decision-makers of the potential significant environmental effects of the proposed Project and to identify feasible measures to avoid, minimize, or mitigate those impacts, as required by CEQA. Under the direction of the City, the Consultant will review the Developer's CDP application materials, relevant City planning documents and regulations, previous environmental documents prepared for the Project site, and technical studies submitted by the Developer. The Consultant will also prepare, oversee, or peer review technical studies, as applicable, and conduct a comprehensive evaluation, as necessary, and conduct a comprehensive evaluation of the Project site and its surrounding environmental setting.

The EIR will analyze the direct, indirect, and cumulative environmental impacts associated with construction and operation of the Project and will address environmental issue areas including, but not limited to, aesthetics, air quality and health risk, biological resources, cultural resources, energy, geology and soils, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, population and housing, public services, recreation, transportation, tribal cultural resources, utilities and service systems, and wildfire. Additional issue areas may be evaluated based on comments received during the Notice of Preparation and Scoping Meeting process.

Impact Sciences has proposed completing the environmental review in approximately eight to ten months. This schedule represents a good-faith estimate based on the timely submission of complete and technically adequate materials by the Developer, prompt responses to requests for additional information, and continued coordination among the Developer, the City, the Consultant, responsible agencies, and other reviewing entities.

Actual completion of the EIR will depend on the completeness and quality of materials submitted, the extent of revisions required to technical studies, agency review and coordination, public participation during the CEQA process, and other factors that may arise during preparation of the EIR. Accordingly, the proposed schedule is an estimate and should not be construed as a guaranteed completion date.

It is important to note that although previous environmental documents1 and technical studies prepared for earlier proposals on the site will be reviewed and considered, the Consultant will prepare a new EIR based on the current Project, applicable laws, existing environmental conditions, and updated technical information, as appropriate. 1 Rancho Malibu Hotel – The Draft EIR was reviewed by the Planning Commission in 2013, however, A Final EIR was not prepared as the applicant withdrew the project prior to its preparation. Memorial Park - An initial study and mitigated negative declaration was prepared and adopted in 2017. All documents related to projects are available at mallibucity.org/malibucanyonresort.

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Agenda Item # 1.B.15.

Project Management
The City has assigned Principal Planner Tonya Ward, AICP, as the Project Case Planner for the Malibu Canyon Resort application. Ms. Ward has more than 25 years of municipal planning experience and extensive expertise in current planning, environmental review, zoning administration, coastal development permits, and management of complex development projects. As the City's Case Planner, Ms. Ward will oversee the entitlement review process and serve as the City's primary point of contact throughout preparation of the EIR and processing of the Project's discretionary applications. Her work is performed under the direction and oversight of the Community Development Director, or designee, who retains overall responsibility for administration of the Project review process. Ms.

Ward, as the Case Planner, is the facilitator of information between the EIR consultant, the applicant, and the public. However, the EIR consultant will conduct an independent review of the Project materials with regularly scheduled meetings with Ms. Ward and City Community Development Department management for guidance and progress updates.

The EIR consultant is responsible for the overall deliverables of the EIR.

Ms. Ward's planning services are provided to the City through an existing contract planning services agreement previously approved by the City Council. Consistent with the Developer Reimbursement Agreement, the Developer is responsible for reimbursing the City for the costs associated with her services as they relate to processing the Malibu Canyon Resort Project.

Developer Reimbursement Agreement
Because of the complexity of the Project and the coordination required among the City, Consultant, responsible agencies, and the Developer, the Developer Reimbursement Agreement establishes administrative procedures governing project management, communications, consultant oversight, funding, and scheduling. These provisions are intended to establish clear roles and responsibilities, ensure that the environmental review is conducted under the City's direction, and facilitate the efficient preparation of a legally defensible EIR in compliance with CEQA.

The preparation of the EIR will be funded entirely by the Developer, as set forth in the Developer Reimbursement Agreement. As shown in Table 1, the estimated project costs include the consultant's base contract amount, the City's management and administration fee, and an optional, initial contingency amount that may be authorized if additional work is required during preparation of the EIR. The initial contingency amount is an estimate and does not represent a cap on the amount the developer may need to reimburse the City. The Developer Reimbursement Agreement clearly indicates that the developer is responsible for all EIR preparation costs, including City management and administration fees, even if such amounts exceed the base contract amount and the initial contingency amount (plus fees). Due to the complexity of this project, it is possible that additional EIR costs may arise at a later date.

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Agenda Item # 1.B.15.

As shown in Table 2, the Developer will fund the project through a series of deposits tied to key project milestones. This phased funding approach ensures that sufficient funds are available to reimburse the City for consultant services and City administrative costs throughout the environmental review process, while allowing the optional contingency to be utilized only if authorized by the City.

Table 1 -Project Cost
Description Amount
Consultant Services (Tasks 1–12) $539,118
City Management & Administration Fee (30%) $161,735
Total Initial Funding (Deposits 1–3) $700,853
Optional Contingency (10%) $53,912
City Administration Fee on Contingency (30%) $16,174
Optional Deposit No. 4 $70,086
TOTAL $770,939
Table 2 – Developer Deposit Schedule
Deposit Due Amount
Deposit No. 1 Upon execution of this Agreement $207,468 Deposit No. 2 Upon publishing the NOP $335,396
Deposit No. 3 Prior to release of the Draft Environmental Impact Report (Draft EIR) for public review
$157,989
Deposit No. 4 (Optional
Contingency)
Upon written request of the City if additional
funding is required
$70,086
Application Processing Status
The CDP/CUP application is currently incomplete. The Project includes multiple variance requests. Three incomplete review letters have been provided by the Planning Division to the Developer in February 2024, July 2024, and May 2025. Additional incomplete review letters have been issued in 2024 and 2025 by other City reviewers including Biology, Building Safety, Geology, and Public Works. Reviews are also pending from the Los Angeles County Fire Department (LACFD) and Los Angeles County Waterworks District

29. To date, no City or County department has issued approval of the Project; all departmental reviews remain outstanding.

The project requires a Planning Commission hearing to consider the EIR and entitlements.

As the project does not include code amendments, it would only be reviewed by the City Council if the Planning Commission’s decision is appealed.

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Agenda Item # 1.B.15.

The City's review letters, application materials, technical studies, and other project-related documents are available for public review on the City's website at https://malibucity.org/399/Malibu-Canyon-Resort. The webpage also includes information and environmental documents associated with the previously proposed Malibu Rancho Hotel and Memorial Park projects for historical reference.

NEXT STEPS: If the Council authorizes the two agreements, the City would commence the environmental review process simultaneously with the CDP/CUP application review process. The next milestone in the CEQA process involves staff issuing the Notice of Preparation (NOP) to notify the public and public agencies of the City’s preparation of an EIR for the Project and to solicit feedback on the scope and content of the EIR. Staff will also hold a Scoping Meeting where the public can provide feedback on potential significant effects to be analyzed in the EIR, as well as potential mitigation measures and alternatives.

ATTACHMENTS:

1. Professional Services Agreement with Impact Sciences, Inc.

2. Developer Reimbursement Agreement with Green Acres, LLC

PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (the “Agreement”) is made and entered into as of August 10, 2026 by and between the City of Malibu, a municipal corporation (hereinafter referred to as the "City"), and Impact Sciences, Inc., a California corporation, (hereinafter referred to as "Consultant"). City and Consultant are herein collectively referred to as “Parties” and separately as a “Party”.

The City and the Consultant agree as follows:

R E C I T A L S
A. The City does not have the personnel able and/or available to perform the services required under this Agreement.

B. The City desires to contract with Consultant for professional services relating to preparation of an Environmental Impact Report (EIR) under the California Environmental Quality Act (CEQA) for a proposed project in the City of Malibu, commonly referred to as the Malibu Canyon Resort project.

C. The Consultant warrants to the City that it has the qualifications, experience and facilities to perform the services under this Agreement in a proper and timely manner.

D. The Malibu Canyon Resort project, located at 4000 Malibu Canyon Road, on three vacant parcels totaling 27.8 acres, proposes the development of a 146-room luxury hotel resort with associated amenities, including a conference and banquet facility, restaurant, library, bar, rooftop club, spa, fitness studios, lounge, swimming pools and decks, gardens, water features, patios, tennis courts, covered outdoor terraces, pedestrian pathways, and solar carports.

E. The City and the Consultant desire to enter into this Agreement for the Consultant to perform the services described in this Agreement, including those set forth in Exhibit A, with the Consultant’s key personnel and authorized subconsultants identified in Exhibit C.

2.0 TERM OF AGREEMENT. This Agreement will become effective on August 10, 2026, and will remain in effect until services are completed as set forth in the Scope of Work unless otherwise expressly extended and agreed to by both parties or terminated by either party as provided herein.

Attachment 1
Professional Services Agreement
Impact Sciences, Inc.

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3.1 KEY PERSONNEL AND SUBCONSULTANTS. The key personnel identified in Exhibit C, attached hereto and incorporated herein by this reference, shall serve as Consultant’s primary point of contact for the City. Consultant may assign other qualified employees and personnel of Consultant to perform the services under this Agreement. Only the subconsultants identified in Exhibit C may perform services under this Agreement, unless otherwise approved in writing by the City. Consultant shall remain fully responsible for the performance of all services and for the acts and omissions of its personnel and subconsultants.

4.0 COMPENSATION FOR SERVICES. The City shall pay the Consultant for its professional services rendered and costs incurred pursuant to this Agreement in accordance with the fee and cost schedule attached as Exhibit B - Compensation For Services. The cost of services shall not exceed $539,118. The City has approved an additional amount up to 10% of the total estimated project costs, or up to $53,912 for unexpected additional services, for a total amount not to exceed $593,030 for the term of the Agreement. If Consultant incurs expenses exceeding its estimated costs of $593,030, the Consultant must request such expenses in writing and the City Manager or his designee must approve of such requests for Consultant to receive additional compensation for those costs of up to $593,030. No additional compensation shall be paid for any other costs or expenses incurred, unless first approved by the City Manager in writing.

The Consultant further represents that in performance of this Agreement, no person having any such interest shall be employed by it.

Professional Services Agreement
Impact Sciences, Inc.

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during the term of this Agreement.

6.0 GENERAL TERMS AND CONDITIONS.

6.1 Termination.

6.1.1 Termination Without Cause. Either the City Manager or the Consultant may terminate this Agreement, without cause, by giving the other Party ten (10) days written notice of such termination and the effective date thereof. If the City terminates this Agreement without cause, the Consultant shall prepare and shall be entitled to receive compensation pursuant to a close-out bill for services rendered and fees incurred pursuant to this Agreement through the effective date of the notice of termination. If the Consultant terminates this Agreement without cause, the Consultant shall be paid only for those services completed in a manner satisfactory to the City.

6.2 Non-Assignability. The Consultant shall not assign or transfer any interest in this Agreement without the express, prior written consent of the City.

6.4 Insurance. The Consultant shall submit to the City certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement. Consultant further agrees to comply with all provisions in the attached Exhibit D (“Insurance Requirements”), attached hereto and made part of this Agreement.

Professional Services Agreement
Impact Sciences, Inc.

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costs, and expenses, including attorney’s fees and costs, to the extent they arise out of, pertain to or relate to the negligence, recklessness, or willful misconduct of the Consultant.

Consultant’s duty to defend shall consist of reimbursement of defense costs incurred by City in direct proportion to the Consultant’s proportionate percentage of fault.

Consultant’s percentage of fault, for both indemnity and defense, shall be determined, as applicable, by a court of law, jury, or arbitrator. In the event any loss, liability, or damage is incurred by way of settlement or resolution without a court, jury or arbitrator having made a determination of the Consultant’s percentage of fault, and the Parties cannot mutually agree on Consultant’s percentage of fault, the Parties agree to mediation with a neutral third-party to determine the Consultant’s proportionate percentage of fault for purposes of determining the amount of indemnity and defense cost reimbursement owed to the City.

6.8 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of the Consultant.

Professional Services Agreement
Impact Sciences, Inc.

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in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. c) The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
d) Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.10 Counterparts. This Agreement may be executed in counterparts and as so executed shall constitute an agreement which shall be binding upon all Parties hereto.

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Impact Sciences, Inc.

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respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.15 Mitigation of Damages. In all such situations arising out of this Agreement, the Parties shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.19 Notices. Any notice required to be given hereunder shall be deemed to have been given by depositing said notice in the United States mail, postage prepaid, and addressed as follows:

CITY: Joseph D. Irvin
City Manager
CONSULTANT: Impact Sciences, Inc. a California
corporation
City of Malibu Jessica Kirchner
23825 Stuart Ranch Road CEO & Managing Principal
Malibu, CA 90265-4861 445 S. Figueroa Street, Suite 2550 TEL (310) 456-2489 x 226 Los Angeles, CA 90017
FAX (310) 456-2760 TEL (213) 935-1901
[email protected]

Professional Services Agreement
Impact Sciences, Inc.

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delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature.

Consultant shall perform its services in a timely, competent, and professional manner and in accordance with all applicable laws and regulations.

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Impact Sciences, Inc.

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for the performance of all services under this Agreement and for the acts and omissions of any subcontractors and their employees or agents.

7.0 ADDITIONAL TERMS AND CONDITIONS. (City and Consultant initials required at EITHER 7.1 or 7.2, but not both)

City Initials ______
Consultant Initials ______

City Initials ______
[Signatures On The Following Page] Consultant Initials ______

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Impact Sciences, Inc.

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This Agreement is executed on _____________________.

IMPACT SCIENCES, INC., a California corporation:
___________________________________
JESSICA KIRCHNER, CEO & Managing Principal
CITY OF MALIBU, a municipal corporation:
___________________________________
BRUCE SILVERSTEIN, Mayor
ATTEST:
___________________________________
KELSEY PETTIJOHN, City Clerk
(seal)
APPROVED AS TO FORM:
___________________________________
TREVOR RUSIN, Interim City Attorney

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Impact Sciences, Inc.

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EXHIBIT A

SCOPE OF WORK
The Environmental Impact Report (EIR) must include sufficient analysis of the direct and indirect project-level and cumulative environmental impacts associated with the Project, including construction and operation, in accordance with the requirements of CEQA.

Previous versions of a proposed hotel (although not the same Project) have been considered by the City, California Coastal Commission, and County for this site. Most recently in 2014, the City of Malibu prepared a Draft EIR that was circulated for a different hotel project. This Draft EIR was never certified by the City and remained a draft until the project was withdrawn by the applicant at the time. Pursuant to CEQA Guidelines §15060(d), the City may bypass the Initial Study (IS) phase and proceed directly to preparing an EIR since it is known an EIR will be necessary for the Project. It is anticipated that the following are expected to be studied in the EIR: aesthetics, air quality and health risk, biological resources, cultural resources, energy, geology and soils, greenhouse gas emissions, hazards and hazardous materials, hydrology and water quality, land use and planning, noise, population and housing, public services, recreation, transportation, tribal cultural resources, utilities and service systems, and wildfire. Additionally, its is expected that the consultant will address and respond to comments and concerns resulting from the Notice of Preparation (NOP) process and Scoping Meeting and make recommendations to the City if other studies are needed to meet CEQA requirements.

The Project’s consistency with various regulatory and guiding documents will need to be analyzed in the EIR to evaluate, among other potential laws, regulations, and standards relevant to individual CEQA topics required to be analyzed, the Project’s consistency with the Local Coastal Program, Malibu Municipal Code (MMC) Title 17 (Zoning), and the General Plan.

The Consultant will be responsible for the following specific tasks and deliverables associated with the preparation of the EIR.

Task 1 Review Relevant Documents and Project Kickoff. Review all relevant Project description documents, Project plans, Applicant-prepared documents and reports, Property background information on-file with the City, and applicable regulations in an effort to gather existing data and Project information currently available and necessary to prepare the technical studies and EIR.

The application is still under review, and additional documents and revisions may be forthcoming as needed. Note that the documents and reports have not yet been accepted by the City’s reviewing departments as being complete, and the Applicant continues to work on their application documentation and reports, as applicable, during the City’s application review process.

A list of applicant-provided documents and reports was included as Attachment 4 of the RFP. With the exception of the geo-engineering investigations, which include all submittals to date, all other documents and reports provided are the latest versions. The applicant has or will prepare the following additional

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Impact Sciences, Inc.

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studies and that will be, but have yet been, submitted them to City (Phase 1 Environmental Site Assessment; Exterior Noise and Exterior Façade Acoustical Analysis; Archaeological and Tribal Cultural Resource Assessment (Phase 1 Investigation); Air Quality Technical Report and Air Health Risk Assessment; Visual Study and Report with 3D modeling), Greenhouse Gas Emissions Technical report, Energy Use Technical Report, Wastewater, and Water.

As mentioned, a Draft EIR was prepared in 2013 for a prior hotel design on the subject property; however, a Final EIR was not prepared as the applicant withdrew the project prior to its preparation. The 2013 Draft EIR included extensive studies and analysis for the prior hotel design. Consultant shall review for any relevant information.

Consultant will organize a kickoff meeting with the City. Consultant will conduct a site visit, take photographs, and make notes about the existing conditions and potential impacts. Consultant will develop a list of any information necessary for purposes of conducting the environmental analysis including any additional information to complete the EIR Project Description (Task 2) and streamline the analysis for technical studies.

Task 2 Project Description. Following completion of Task 1, the Consultant will apply their understanding of existing conditions from the information contained in the Supplemental RFP and any additional information provided submitted for the Project to prepare a baseline environmental setting and a Project Description.

Consultant shall ensure that the Project Description complies with the requirements of CEQA Guidelines Section 15124 and meets City preferences for formatting, content, and readability. Consultant shall ensure its efficiency, readability for the general public, and elimination of duplication or redundancy.

Consultant will combine text, tables, and figures to create a concise yet comprehensive Project Description.

Accompanying the Project Description will be a list of the anticipated responsible and trustee agencies, and necessary discretionary actions including permits, agreements, amendments, and/or any other action anticipated, characterized by jurisdiction.

The Consultant will assist the City in preparing Project Objectives that will help craft and evaluate alternatives to the Project later in the EIR process. The Project Objectives should not be overly narrow or broad but should allow for a reasonable range of alternatives that would reduce one or more significant impacts associated with the Project.

Note: See Tasks 11 and 12 for public noticing and meetings, including the NOP and Scoping meeting.

Reviews: Consultant will modify the Project Description up to two times in

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Impact Sciences, Inc.

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response to review comments.

Deliverables: Draft(s) and Final Project Description, including figures (provided in Word with tracked changes and clean versions for each round of review; Final Project Description will also be provided in PDF).

Task 3 Prepare Notice of Preparation (NOP). Consultant will prepare the NOP. The Final NOP version will be used for distribution to stakeholders and the general public. Consultant will handle as-needed distribution using the mailing list provided by the City. Distribution will be in coordination with the City.

Pursuant to CEQA Guidelines §15060(d), the City may bypass the IS phase and proceed directly to preparing an EIR.

Consultant will assist the City in Assembly Bill (AB) 52 consultation, including requesting a list of tribal contacts from the Native American Heritage Commission (NAHC) for consultation. Consultant will provide this list (if any are identified) to the City. If requested, Consultant will assist the City in consultation tasks as appropriate.

Note: See Tasks 11 and 12 for public noticing and meetings including the NOP and Scoping meeting.

Reviews: Consultant will modify the NOP in response to review comments before finalizing for distribution.

Deliverables: Final NOP (provided in Word with tracked changes and clean versions). Final PDF shall be “web-ready” for public review, and in compliance with Section 508 Accessibility standards (WCAG 2.1AA; City does not have accessibility templates, checklists, or format preferences). Bookmarks shall be added to all PDFs to aid in review. Digital version shall be made available to the City on a secure file transfer site.

Task 4 Technical Studies. It is expected that the Consultant will first peer review technical studies supplied to date for the project, including studies prepared for previously mentioned EIR preparation using qualified experts required to support the EIR analysis and to comply with federal, state, and local requirements. If the Consultant determines that any existing technical study is incomplete, outdated, or otherwise insufficient to support preparation of the EIR, or identifies the need for additional technical studies, the Consultant shall promptly notify the City in writing and identify the deficiencies. The City, in consultation with the Consultant, will determine whether the identified deficiencies may be addressed through supplemental analyses or addenda prepared by the applicant's consultants in a manner that satisfies CEQA requirements. If the City and Consultant determine that a technical study must be substantially revised or entirely re-prepared, the Consultant shall oversee the preparation of the required technical studies by qualified subcontractors or subject matter experts to ensure they provide adequate support for the EIR and

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comply with all applicable federal, state, and local laws, regulations, and guidelines. The final determination whether studies are sufficient or insufficient will be determined by the Community Development Director or his/her designee, with advice from the consultant. The consultant is not to prepare any new studies without City authorization.

It is anticipated that the EIR will be based on the following Technical reports:
Wildfire Report and Wildfire Evacuation Analysis (to be prepared by Dudek) Transportation Impact Study / Vehicle Miles Traveled Analysis (utilize SCAG Regional Transportation Demand Model)
Aesthetics and Visual Resources Technical Report
Air Quality Technical Report and Air Health Risk Assessment (construction, haul route, operations)
Biological Resources Technical Report
Cultural Resources Technical Report
Energy Use Technical Report
Geology and Soils Technical Report
Greenhouse Gases Technical Report
Phase I Environmental Site Assessment
Preliminary Drainage Study
Stormwater Management Plan
Noise and Vibration Technical Report
Utility Infrastructure Study – Wastewater
Utility Infrastructure Study – Water
Water Supply Assessment – If a WSA will not be required, the Consultant shall provide an explanation its rationale in the proposal and provide some cost for preparing a formal justification as part of the CEQA documentation.

If a prospective consultant believes a WSA will be required, it should provide the cost as part of its proposal).

The applicant included several documents and reports as part of their application. Note that the document and reports have not yet been accepted by the City’s reviewing departments as being complete and the Applicant continues to work on their application documentation and reports, as applicable, during the City’s application review process.

A list of applicant-provided documents and reports were included as Attachment 4 of the RFP. With exception to the geo engineering investigations which include all submittals to-date, all other documents and reports provided are the latest versions. Other studies may be prepared by the applicant but have not been submitted to the City at this time (e.g., Phase 1 Environmental Site Assessment; Exterior Noise and Exterior Façade Acoustical Analysis; Archaeological and Tribal Cultural Resource Assessment (Phase 1 Investigation); Air Quality Technical Report and Air Health Risk Assessment; Visual Study and Report with 3D modeling), Greenhouse Gas Emissions Technical report, Energy Use Technical Report, Wastewater, and Water.

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Additionally, a Draft EIR was prepared in 2013 for a prior hotel design on the subject property; however, a Final EIR was not prepared as the applicant withdrew the project prior to its preparation. The 2013 Draft EIR included extensive studies and analysis for the prior hotel design.

Note: Any information needs from the applicant team during preparation of the EIR would first be vetted with City staff and, where appropriate, requests for information would be made of the applicant team via City staff and not the selected CEQA consultant. Consultants should not expect to have direct interaction with the applicant team without City staff.

Reviews: Consultants should expect to provide additional materials or clarification if needed to respond to comments received.

Deliverables: Peer Review Memos. Draft and Final Technical Studies (provided in Word with tracked changes and clean versions). Final PDFs shall be “web-ready” for public review, and in compliance with Section 508 Accessibility standards (WCAG 2.1AA; City does not have accessibility templates, checklists, or format preferences). Bookmarks shall be added to all PDFs to aid in review.

See Appendix A for Tasks 4.1 – 4.14b for full description of Consultant approach for each study.

Task 5 Administrative Draft EIR and Screencheck Draft EIR. Consultant will prepare a Matrix of thresholds for use in evaluating CEQA impacts. At minimum, the Matrix shall include: 1) EIR Chapter; 2) Threshold Considered in Draft EIR Chapter; 3) Definition (any term(s) that need to be defined in the threshold); and 4) Methodology (method to be used to evaluate each threshold).

Consultant will ensure City acceptance of the Matrix before preparation of the Administrative Draft EIR sections. This step is critical before work effort is performed on the Draft EIR and, depending on the thoroughness of the Matrix, may include multiple reviews as necessary to finalize. Once accepted by the City, Consultant will incorporate additional columns into the Matrix through the drafting process that identifies: 5) Any Project Design Features (PDFs) or Compliance with Regulations Relied Upon; 6) Impact; 7) Mitigation Measures; and 8) Supporting Technical Study. The Matrix will be kept up to date during the Draft and Final EIR Screenchecks.

Consultant will prepare the Administrative Draft EIR, including the Draft Mitigation, Monitoring and Reporting Program (MMRP), and applicable Appendices. Consultant will incorporate the technical studies prepared and/or incorporated from the applicant-prepared studies and/or 2013 Draft EIR in Task 4 into the EIR.

Consultant will diligently work to ensure that the Administrative Draft EIR sections are efficient, organized, and formatted for ease of review by the

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general public, and void of unnecessary repetitive information.

Consultant will ensure that the conclusions in each Administrative Draft EIR section are based on supportive analysis and/or justifications, include clear and concise statements of thresholds and methodologies, and state whether the Project’s impact on each threshold is No Impact, Less than Significant Impact, Less than Significant Impact with Mitigation, or Significant and Unavoidable Impact.

Consultant will provide a summary “call-out” box at the beginning of each threshold that briefly describes the: 1) Threshold; 2) Impact; 3) Applicable PDF(s); 4) Significance Before Mitigation; 5) Mitigation Measure(s); and 6) Significance After Mitigation. The “call out” box is intended for ease of review of the sections by the general public and City decision-makers.

Consultant will incorporate any PDFs into the applicable Administrative Draft EIR and MMRP, if applicable.

Consultant shall ensure that all Mitigation Measures proposed are legally sufficient and defensible, as required by CEQA, including: 1) an explanation why the Mitigation Measure is needed; 2) who would be responsible to perform the Mitigation Measure; 3) timing for when the Mitigation Measure should be completed; and 4) monitoring provisions and/or who would be responsible for completing the monitoring.

Consultant will incorporate all Mitigation Measures considered but rejected with a rationale for why the Mitigation Measure was rejected.

Consultant will ensure that revisions to technical studies shall be sufficiently carried into the relevant Administrative Draft EIR section and vice-versa.

Consultant will prepare other sections of the Administrative Draft EIR including the cover, table of contents, introduction, environmental setting, environmental analysis, and list of preparers.

Consultant will incorporate its cumulative impact analysis into the Administrative Draft EIR section in lieu of a standalone chapter. Cumulative projects shall consider all past, present, and probable future projects (physical development and substantive policy/legislation including any uncertified LCP amendments, MMC amendments, and General Plan amendments in process).

Consultant will need to develop a comprehensive list of cumulative projects, in consultation with the City. In addition to a list of cumulative projects provided by the City, at minimum, the Consultant will contact the County including LACFD and WD29, Pepperdine University, the Santa Monica-Malibu Unified School District (SMMUSD), and Caltrans for a list of all nearby projects to the subject property. An analysis of the cumulative projects will serve as the basis for the impact significance determination baseline, while the Project’s

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incremental contribution to the cumulative baseline will be considered the Project’s potential cumulative impact; however, other agencies as appropriate may also be incorporated.

The Consultant will prepare a range of Project Alternatives (including the noproject alternative) sufficient to provide a qualitative comparison to the Project’s effect on the environment. Consultant, in consultation with the City, will identify the environmentally superior alternative, which will be an alternative other than the no-project alternative. Project Alternatives to be considered in the analysis will be based on consultation with the City, as well as suggestions received during the scoping period. Consultant will need to ensure that sufficient time is included in its proposal for this sub-task due to Project complexity, coordination with City and County departments, and reviews.

Consultant will analyze any potential growth-inducing effects and significant irreversible changes.

Consultant will include the following in the relevant Administrative Draft EIR sections:
1) Land Use and Planning: Evaluate consistency with the Local Coastal Program (LUP and LIP), MMC (as applicable), and General Plan; 2) Population and Housing;
3) Public Services; and Utilities and Service Systems: Obtain or utilize obtained will serve letters from LACFD, County Sheriff, WD29, City Public Works, and various utilities;
4) Recreation: Evaluate construction and operational impacts on public parks and public parking in the vicinity of the Property, including consistency with LCP policies related to public access to parklands and overnight accommodations; and
5) Tribal Consultation Resources: Provide AB 52 assistance and consultation, if needed.

Reviews: Consultant will modify sections of the Administrative Draft EIR once and then prepare the Screencheck EIR. If changes are made in a Draft EIR section that corresponds to a revision needed in a technical study, Consultant will incorporate those changes as applicable. Such incorporations are in addition to any Task 4 reviews.

Deliverables: Administrative Draft EIR and Screencheck Draft EIR, MMRP and Appendices (provided in Word with clean and tracked change versions for each round of review).

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Task 6 Public Review Draft EIR. Prepare the Public Review Draft EIR including the Draft MMRP and applicable Appendices based on comments received.

All citations and references in the Draft EIR shall specify the page number(s) of the associated document and a copy of each reference document in PDF and web link (or portion of each document as applicable) with an Index provided to the City prior to the commencement of the Draft EIR public review period.

Note that typical with City practice, the Cultural Resources report would include a placeholder in the Appendices and instructions for contacting the City Planning Division for review (PDF and printed public review versions).

Prior to publishing for public review, Consultant shall request written City acknowledgement that the Public Review Draft EIR is ready for public circulation.

Consultant will be responsible for preparing and distributing all public notices associated with the Final EIR (see Task 11) including to LCI; however, City will file all public notices associated with the Public Review Draft EIR with the County including payment of County filing fees and California Department of Fish and Wildlife fees.

Even though LCI filings are now electronic, the City will request printed copies of the Draft EIR, per the Deliverables below.

Deliverables: Public Review Draft EIR, Draft MMRP, and Appendices (provided in PDF, print, and Word with a clean and tracked changes version of the Screencheck Draft EIR). PDF of all references to be provided and a web link to files. Final PDF shall include bookmarks, be “web-ready” for public review, and in compliance with Section 508 Accessibility standards, including appendices. Digital version shall be made available to the City on a secure file transfer site, including all references. Estimate 15 hard copies of the Draft EIR Executive Summary and an additional 5 hard copies of the complete Public Review Draft EIR, Draft MMRP, and Appendices. Typical with City practice, the Cultural Resources report would include a placeholder in the Appendices and instructions for contacting the City Planning Division for review (PDF and printed public review versions).

Task 7 Response to Comments. Prepare Draft Responses to Comments received during the Draft EIR public review period (estimate at least 150 individual comments). Consultant will work closely with the City to strategize the appropriate responses and identify areas for revisions to the document, if necessary. Based on the comments provided on the draft responses to comments, Consultant will prepare revised responses to comments.

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list of people, organizations, and agencies participating and commenting (including contact information if available), and incorporate all prior people, organizations, and agencies that participated and/or commented on the NOP or requested notification.

Reviews: Consultant will modify the draft Response to Comments up to three times in response to review comments.

Deliverables: Draft and Final Response to Comments (provided in Word, with clean and tracked changes versions of each round of review).

Task 8 Screencheck Final EIR. Prepare the Final Responses to Comments, the Screencheck Final EIR, the Final MMRP, and any new Appendices if applicable.

The Screencheck Final EIR shall be prepared in a strikeout/underline format to the Draft EIR to highlight changes in the document, along with an Errata chapter, and the Responses to Comments. The Screencheck Final EIR shall not be prepared as an abbreviated version cross-referencing to the Draft EIR.

The MMRP will include an indication of the Project time period to which the measure applies (i.e., construction, operation, and pre- and post-occupancy), reporting requirements, responsible party for cost and implementing/enforcing the mitigation, requirements for monitoring, and frequency of reporting).

Reviews: Consultant will modify sections of the Screencheck Final EIR two times prior to the Final EIR. If changes are made in a Final EIR section that corresponds to a revision needed in a technical study, Consultant will incorporate those changes as applicable.

Deliverables: Screencheck Final EIR including Response to Comments, MMRP, and any new appendices (provided in Word with clean and tracked changes version of the last round of review for the Response to Comments, and for each round of review of the Screencheck Final EIR).

Task 9 Final EIR. Prepare a Final EIR, Final MMRP, and any new Appendices for the Planning Commission’s review and adoption based on the comments received.

The Final EIR shall be integrated into the Draft EIR (in a strikeout/underline format to the Draft EIR) and shall not be prepared as an abbreviated version cross-referencing to the Draft EIR.

Consultant will be responsible for preparing and distributing all public notices associated with the Final EIR (see Task 11) in consultation with the City; however, City will file all public notices associated with the Final EIR with the County including payment of County filing fees and California Department of Fish and Wildlife fees (proof of prior payment).

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Deliverables: Final EIR, Final MMRP, and Appendices (provided in PDF, print, and Word with a clean and tracked changes version of the Screencheck).

Final PDF shall include bookmarks, be “web-ready” for public review, and in compliance with Section 508 Accessibility standards, including Response to Comments, revised text, figures, and any additional appendices (WCAG

2.1AA; City does not have accessibility templates, checklists, or format preferences). Digital version shall be made available to be City on a secure file transfer site, including all references. Estimate 10 hard copies of the complete Final EIR including Response to Comments, MMRP, and all appendices.

Typical with City practice, the Cultural Resources report would include a placeholder in the Appendices and instructions for contacting the City Planning Division for review (PDF and printed public review versions).

Task 10 Findings and Statement. Prepare Draft Findings of Fact and a Statement of Overriding Considerations (if significant and unavoidable impacts are identified) in accordance with CEQA Guidelines Sections 15091 and 15093.

Based upon comments provided on the Draft Findings and Statement, Consultant will prepare the revised Findings and Statement.

Reviews: Consultant will modify the Findings and Statement up to two times in response to review comments.

Deliverables: Draft and Final Findings of Fact and Statement of Overriding Considerations (provided in Word with clean and tracked changes versions of each round of review); Final Findings and Statement to be provided in PDF.

Task 11 Notices. Prepare the following CEQA public notices: Notice of Preparation (NOP), Notice of Completion (NOC), SCH Summary Form, Notice of Availability (NOA), and Notice of Determination (NOD). Consultant will be responsible for preparing and distributing all public notices associated with the EIR in consultation with the City; however, the City will file all public notices associated with the County, including payment of County filing fees and California Department of Fish and Wildlife fees. Notices will meet all CEQA requirements and City preferences.

City will prepare Planning Commission hearing notices prior to EIR certification in coordination with City. Consultant will review and provide feedback to City. The City will distribute, print, and file the final public hearing notices. In the event of an appeal to City Council, City will prepare City Council hearing notices with Consultant’s review (Task 12(b)).

Upon completion of the scoping period and public review period, Consultant will organize and catalog all comment letters received during the scoping period. Consultant will prepare a memorandum summarizing the comments, key issues, and any alternatives identified. Consultant will prepare a list of people, organizations, and agencies participating and commenting (including contact information if available).

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Consultant will prepare NOP and NOA postcard courtesy notices for City review. City will finalize, print, and mail to property owners and occupants within 500 feet of the Property and all interested parties on-file with the City.

Consultant will assist City in maintaining its record of mailed postcards, returned postcards (if any), and address updates as applicable.

Reviews: Consultant will modify each form of notice up to two times in response to review comments.

Deliverables: Public notices and postcard mailers (provided in Word with clean and tracked changes versions of each round of review).

Task 12 Project Coordination, Meetings, and Quality Control. This task includes management of the Agreement, applicable subcontracts, schedule, budget, and coordination with subcontractors, and other consultants, City staff, City contract consultants, Applicant when applicable, agencies, and others.

Consultant will assign a dedicated Project Manager who has extensive experience managing the preparation of an EIR and environmental analysis for projects of similar size, type, and complexity. To the maximum extent feasible, Consultant shall ensure that the designated Project Manager shall remain involved until the Planning Commission (or City Council in the event of an appeal) acts on the EIR.

Attendance, participation, and assistance in regular team meetings and calls, public meetings, and stakeholder meetings.

Consultant to facilitate the public Scoping meetings in coordination with City staff and/or City contract consultants including in-person and/or virtual participation, preparation and delivery of a PowerPoint presentation, obtaining comments, and keeping meeting notes.

Consultant will provide the City with a monthly status report documenting the work performed during the prior month and the work expected to be completed in the next month. This report will accompany monthly invoices submitted to City.

At minimum, the following services will be necessary and should be budgeted as part of this Task:
x In addition to the designated Project Manager and/or any other staff or subcontractors assigned, Consultant shall account for and ensure that all applicable technical leads are included in meetings pertaining to their technical expertise when appropriate.
x Attend regular monthly project management meetings and calls with City staff and/or City contract consultants (estimate one, one-hour meeting per

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month over the life of the proposed schedule; assume 90 percent virtual and 10 percent in-person). At- will calls can be made by the consultant for clarification and direction.
x Upon completion of the Administrative Draft EIR, a working meeting to review and discuss City comments shall take place.
x Attend up to two, two-hour stakeholder meetings before the Draft EIR is released (assume 50 percent virtual and 50 percent in-person). x Attend working review sessions associated with the Response to Comments and prior to Final EIR preparation (estimate 5, two-hour meetings; assume 90 percent virtual and 10 percent in-person).
x Attend up to two, two-hour stakeholder and other public meetings prior to Planning Commission hearing (assume 50 percent virtual and 50 percent inperson). x Provide Planning Commission hearing agenda report and PowerPoint preparation assistance to City staff and/or City contract consultants. x Attend up to two Planning Commission hearings including preparation (estimate eight hours each including preparation time; assume 100 percent in-person).
x Manage applicable Project contracts and subcontracts, EIR schedule, and budget. Integrate the EIR schedule into other Project-related schedules as provided and requested.
x Ensure that monthly invoicing is submitted to the City within 30 days after the close of each month that services are provided.
x Coordinate with subcontractors and other consultants, City staff, City contract consultants, agencies, and others as appropriate. x Provide comprehensive and diligent Quality Assurance (QA) and Quality Control (QC) of all documents prepared, including technical studies and appendices; and ensure an adequate level of information, explanation, and conclusions in all documents as required by CEQA.
x Ensure that the QA/QC process addresses all issues with document formatting, consistency of terms, grammar, abbreviations, and typographical issues.
x Implement measures to ensure version control is maintained by all reviewing parties and to ensure that tracked changes/comments are managed and addressed adequately.

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Referenced attachments to Request for Proposals

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Appendix A to Task 4.0 Technical Studies
Task 4: Technical Studies
The Applicant’s team prepared technical studies that may be relied upon to evaluate the potential impacts of the Project. As part of this effort, the existing studies will be peer-reviewed and updated as necessary to ensure they meet a CEQA level of adequacy. As provided in the scope of work below, where an Applicant study is not available, a new study has been proposed. A summary of each technical approach is provided below.

Task 4.1a: Fire Protection Plan
The Project Site is located in a wildfire zone, and previous wildfires in Malibu and the Palisades have made wildfire planning a critical component for projects. Dudek will prepare a Fire Protection Plan (FPP) for the proposed Project, recognizing the site’s location in a high wildfire hazard area and the importance of wildfire planning in Malibu. The scope includes review of site and grading data, field-based risk assessment, fire behavior modeling, fire history analysis, and preparation of a conceptual fuel modification plan consistent with LACoFD guidelines. Dudek will then prepare the FPP documenting site conditions, code compliance, emergency access, water supply, defensible space, mitigation measures, and fire risk reduction strategies, with up to three rounds of review and revisions included.

Task 4.1b: Wildfire Evacuation Study
Dudek will prepare a Wildfire Evacuation Study (WES) to evaluate evacuation conditions and potential wildfire risks affecting the site and the surrounding community. The WES will integrate evacuation traffic modeling, fire spread modeling, and regulatory analysis to evaluate evacuation feasibility under existing and project conditions. The scope includes data collection and coordination with the project team and LACoFD, development of a Vissim-based evacuation model for multiple community and project scenarios, and fire progression modeling to establish time-of-arrival benchmarks relative to evacuation times. Results will be provided in a comprehensive WES that includes regulatory context, scenario analysis, evacuation routes and contingencies, recommended mitigation measures, and supporting graphics and appendices.

Task 4.2: Peer Review of Transportation Impact Study / Vehicle Miles Traveled Analysis CR Associates will conduct an independent peer review of the applicant-prepared Transportation Impact Study Report, including evaluation of the vehicle miles traveled (VMT) screening results, VMT analysis methodology and findings, mitigation measures (if required), traffic data collection methods, trip generation and distribution assumptions, traffic assignments, signal timing assumptions, roadway geometry assumptions, site access and circulation, traffic operations analyses, recommended improvements, and supporting technical documentation. The review will focus on evaluating the reasonableness and adequacy of the methodologies, assumptions, modeling inputs, and conclusions presented in the study, including a detailed cross-check of the modeling inputs and assumptions used by the Applicant's traffic consultant. CR Associates will prepare a consolidated First Round Peer Review Comment Memorandum that documents the review findings and recommendations. Following receipt of the revised study, CR Associates will conduct a final review, assuming all first-round comments have been adequately addressed, and will confirm the study's adequacy for environmental review purposes. Additional review rounds or

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independent rerunning of the transportation model to validate study results are not included in this scope
Task 4.3: Peer Review of Photometric Plans and Visual Simulations Impact Sciences will conduct a peer review of the Applicant-prepared visual simulations. The team will evaluate the appropriateness of the key viewer locations, including the total number of locations provided. As CEQA is concerned with public views, it will be important to identify any public views of important resources (such as the ocean) that may be affected by the project. The team will also review any vegetation proposed for screening to determine the appropriateness.

Lastly, we will review the photometric plans prepared by the Applicant’s team. The project’s lighting plan will be reviewed for compliance with Malibu’s dark skies ordinance.

Task 4.4: Peer Review of Air Quality Technical Report and Air Health Risk Assessment Per the Supplemental RFP, the Applicant has prepared an Air Quality Technical Report and an Air Health Risk Assessment to be submitted to the City. Once the City receives the reports, Impact Sciences’ Technical Director will review the reports to ensure they meet the necessary requirements under CEQA. The focus will be to determine if the approach is consistent with the most recent best practices related to Air Quality analysis. The peer review will consider past practice as well as currently accepted practice. Lastly, the health risk assessment will be reviewed, and it is assumed that the health risk assessment will provide a qualitative analysis of relevant health risks.

Task 4.5: Peer Review of Biological Resources Technical Report Impact Sciences will coordinate with Pax Environmental to conduct a peer review of all existing biological resources technical reports, mapping, and analyses prepared to date for both the prior EIR and the current Project to determine whether it is sufficient to support a defensible environmental review of the Project or whether additional field work and/or analysis is required.

Peer review will be led by Pax’s senior biologists of documents related to the biological setting and resources, analyses of Project impacts, prescribed mitigation measures, and proposed alternatives, consistent with all relevant environmental regulations and policies. A detailed report will then be prepared, which discusses the adequacy of this information and provides input on where information is missing, incomplete, or out-of-date per agency and/or administrative protocols. If new field work or analysis is determined necessary, a summary report will be provided that includes a list of the specific new data to be collected and studies to be prepared.

Task 4.6: Peer Review of Cultural Resources Technical Report Pax Environmental will conduct a peer review of all existing cultural resources technical reports, mapping, and analyses prepared to date for both the prior EIR and the current Project to determine whether it is sufficient to support a defensible environmental review of the Project or whether additional field work and/or analysis is required. Peer review will be led by Pax's senior archaeologists of documents related to the cultural setting and resources, analyses of Project impacts, prescribed mitigation measures, and proposed alternatives, consistent with all relevant environmental regulations and policies. A detailed report will then be prepared, which discusses the adequacy of this information and provides input on where information is missing, incomplete, or out-of-date per agency and/or administrative protocols. If new field work or analysis is determined necessary, a summary report will be provided that includes a list of the specific new

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data to be collected and studies to be prepared.

Task 4.7: Peer Review of Energy Use Technical Report
Impact Sciences’ Energy Use Technical Report will evaluate the proposed Project’s potential energy consumption and identify measures to minimize impacts consistent with the State CEQA Guidelines Appendix F, which emphasizes energy conservation and efficient use of energy, including decreasing overall per capita energy consumption, decreasing reliance on fossil fuels, and increasing reliance on renewable energy sources. The assessment will estimate the Project’s energy consumption based on anticipated operational demand. Using the estimated energy demand, we will assess potential impacts on local and regional energy resources. This will include reviewing the Project’s alignment with relevant energy policies and initiatives, including Malibu’s Energy Action Plan and Title 24 of the California Green Building Standards Code. Feasible mitigation measures and efficiency practices will be proposed to reduce energy impacts, promoting sustainable energy use and conservation, where possible.

Task 4.8: Peer Review of Geology and Soils Technical Report ENGEO will review baseline geologic, seismic, and soil information from published and unpublished literature, GIS data, and online sources for the proposed Project and the surrounding area. Data sources will include the following: reports and documents from the Applicant; geologic literature from the U.S. Geological Survey and the California Geological Survey; soils data from the U.S. Department of Agriculture Natural Resources Conservation Service; geologic and soils GIS data; available geotechnical reports; and online reference materials. The literature review will focus on the identification of specific geologic and seismic hazards at the Project Site, including project-specific fault trenching studies on site to evaluate the Malibu Coast fault traversing through the Project Site.

Task 4.9: Peer Review of Greenhouse Gases Technical Report The application will prepare the GHG study. Impact Sciences will conduct a peer review and assess the proposed Project’s potential GHG emissions in accordance with the State CEQA Guidelines.

Using CalEEMod, the analysis will quantify existing site emissions (if any), estimate constructionrelated emissions, and calculate the Project’s net increase in GHG emissions. The evaluation will also determine whether the Project would conflict with applicable plans, policies, or regulations adopted to reduce GHG emissions. This assessment will include consistency analyses with the City’s Energy Action Plan, the CARB 2022 Scoping Plan, and SCAG’s RTP/SCS. The results will support the CEQA evaluation of potential climate impacts associated with Project implementation.

Task 4.10: Peer Review of Phase I Environmental Site Assessment The applicant will prepare the Phase 1 Environmental Site Assessment report. ENGEO will perform a peer review. If applicable, ENGEO will evaluate available previous explorations, laboratory data, and reports with respect to identified environmental hazards. ENGEO will document findings in a letter that will include a discussion of the appropriateness of the conclusions and recommendations.

Task 4.11: Peer Review of Preliminary Drainage Study and Stormwater Management Plan ENGEO will provide a peer review of the preliminary drainage study and stormwater management plan prepared by Sherwood Design Engineers for the proposed Project. We will review the

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hydrologic conditions and assumptions presented in the plan and evaluate the overall approach and calculations to manage post-development stormwater at the site with respect to applicable water quality regulations for the proposed Project, namely Order No. R4-2021-0105 as adopted by the Los Angeles Regional Water Quality Control Board (RWQCB). The peer review analysis will identify potential environmental impacts related to erosion, sedimentation, and pollutant discharge, and will identify deficiencies in the stormwater management plan that may be needed to develop mitigation measures to minimize adverse effects on water quality and hydrology. The review of the preliminary drainage study and stormwater management plan will not include construction-related stormwater management. ENGEO will document findings in a letter that will include a discussion of the appropriateness of the conclusions and recommendations and a summary of opinions, conclusions, and recommendations regarding potential concerns.

Task 4.12: Peer Review of Exterior Noise and Exterior Façade Acoustical Analysis Impact Sciences Technical Director will review the noise reports to determine if the approach is consistent with standard CEQA practice. A review of modeling assumptions and sensitive receptor locations will be considered. Any recommendations will be provided in a letter to the City.

Task 4.13: Utility Infrastructure Study – Wastewater (No Peer Review) This study may be outside the necessary scope of CEQA and, therefore, is removed from the scope if deemed not necessary If the peer review is necessary, SAI will perform an independent technical review of the Wastewater Flows Memorandum prepared by Sherwood Design Engineers.

However, this study may be outside the necessary scope of CEQA and, therefore, could be removed from the scope if deemed not necessary. The purpose of this review is to assess the adequacy, accuracy, and consistency of the wastewater analysis with applicable standards, project assumptions, and environmental documentation requirements. SAI will review the Wastewater Flow Memorandum, including all supporting calculations, figures, and appendices. SAI will evaluate the methodologies used to estimate wastewater generation, including unit flow factors, peaking factors, and occupancy assumptions. Any discrepancies, gaps, or unsupported conclusions that may affect environmental determinations will be identified. SAI will prepare one (1) consolidated comment memorandum summarizing review findings and recommendations. *If peer review is required, the work will be performed applying the 10% contingency fee if necessary.

Task 4.14a: Utility Infrastructure Study – Water (No Peer Review) This study may be outside the necessary scope of CEQA and, therefore, is removed from the scope if deemed not necessary. If the water infrastructure report is necessary for the CEQA analysis, SAI will perform a water capacity analysis of the existing public water system that will serve the project. The analysis will use existing land uses as shown on a Land Use Map available from the jurisdictional agency, pressure and flow data from fire hydrant flow tests provided by the City of Malibu, record drawings of the existing water system, and demand history provided by the City or Los Angeles County Waterworks. The anticipated water demand projections of the project will be provided by the Project Engineer. SAI will request fire hydrant flow tests from Los Angeles County Waterworks in an effort to acquire flow/pressure data from fire hydrant flow tests. *If peer review is required, the work will be performed applying the 10% contingency fee if necessary.

Task 4.14b: Water Supply Assessment (Not Required)
Based on information provided in the RFP, the proposed Project will likely not require a Water

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Supply Assessment (WSA). The project is below the Senate Bill 610 (SB 610) threshold of 500 rooms for a hotel project. SB 610 also stipulates that a WSA is required if the project demands an amount of water equivalent to or greater than that required by a 500-dwelling-unit residential development. It is not typical that a 146-room hotel would consume the equivalent of 500 residential units, but a luxury resort with extensive amenities could have substantially higher demand than a typical hotel. If a determination is made by Los Angeles County Waterworks or based on water use estimates that a WSA is necessary, Impact Sciences will adjust the scope and cost accordingly. *If peer review is required, work will be performed applying the 10% contingency fee if necessary.

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Timeline
Impact Sciences will work with City staff to complete the environmental review of this project in the most time-efficient manner possible. Upon receiving authorization to proceed, Impact Sciences will begin review of reports and other materials provided by the applicant to the City and will begin preparation of the Administrative Draft EIR.

From Notice to Proceed to filing the Notice of Determination, it is estimated that the project will take eight to ten months.

This schedule represents a good-faith estimate based on the timely submission of complete and technically adequate materials by the Developer, prompt responses to requests for additional information, and continued coordination among the Developer, the City, the Consultant, responsible agencies, and other reviewing entities. Actual completion of the EIR will depend on the completeness and quality of materials submitted, the extent of revisions required to technical studies, agency review and coordination, public participation during the CEQA process, and other factors that may arise during preparation of the EIR. Accordingly, the proposed schedule is an estimate and should not be construed as a guaranteed completion date.

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EXHIBIT B

Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or designee.

Project Budget
Exhibit B includes a contingency amount equal to ten percent (10%) of the total estimated project cost to address additional services that may be required during preparation of the EIR. Prior to utilizing the contingency amount, as needed to support completion of the Project, written authorization must be granted by the Community Development Director or designee.

Task Fee
Task 1: Review Relevant Documents and Project Kick-off $18,820 Task 2: Project Description $13,870
Task 3: Notice of Preparation (NOP) $7,880
Task 4: Technical Studies $223,978
Task 5: Admin Draft EIR and Screencheck Draft EIR $140,870 Task 6: Public Review Draft EIR $8,870
Task 7: Responses to Comments $53,440
Task 8: Screencheck Final EIR $18,290
Task 9: Final EIR $10,120
Task 10: Findings and Statement $4,560
Task 11: Notices $7,320
Task 12: Project Coordination, Meetings, Quality Control $27,800 Estimated Reimbursable Expenses $3,300
Subtotal $539,118
10% contingency $53,912
TOTAL (including 10% contingency) $593,030

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EIR Tasks

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Hourly Rates
Impact Sciences
Staff Classification Hourly Rate
Principal/Managing Principal $320
Associate Principal $290
Technical Director $290
Senior Project Manager $225
Project Manager $200
Senior Technical Specialist $185
Quality Assurance / Quality Control $200
Technical Specialist $180
GIS Technician $175
Planner $170
Assistant Technical Specialist $140
Publications Manager $140
Graphics $140
Publications $140
Associate Planner $135
Clerical/Administrative $100
CR Associates
Staff Classification Hourly Rate
Principal I $325
Senior Professional III $295
Senior Professional I $250
Professional II $225
Analyst II $165
Analyst I $145
Intern $105
Admin/Graphics $120
Dudek
Staff Classification Hourly Rate
Project Director / Environmental $350
Senior Specialist V $290
Senior Specialist I $230
Analyst IV $155
Analyst III $145
ENGEO
Staff Classification Hourly Rate
Principal $440
Associate Engineer / Geologist $360
Project Engineer / Geologist $270
CAD/GIS $257
Project Assistant / WP $190
Pax Environmental
Staff Classification Hourly Rate
Principal $185
Project Management $162
Senior Biologist $138
Senior Archeologist $135

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Staff Classification Hourly Rate
Associate Biologist $121
Associate Archeologist $116
GIS Specialist $139
Technical Editor $94
Suenram and Associates
Staff Classification Hourly Rate
Senior Civil Engineer $217
Technical Lead $177
Engineer III $138
Impact Sciences 2026 Schedule of Charges
Personnel charges are for work directly related to projects. Charges for personnel services are based on an hourly rate for time charged to the project. Current personnel classifications and rates are as follows:

Classification Hourly Rate
Principal/Managing Principal $320.00
Associate Principal $290.00
Technical Director $290.00
Senior Project Manager $225.00
Project Manager $200.00
Senior Technical Specialist $185.00
Technical Specialist $180.00
Senior Planner $175.00
Planner $170.00
Assistant Technical Specialist $140.00
Associate Planner $135.00
GIS Technician $175.00
Assistant Planner $125.00
Graphics $140.00
Publications $140.00
Clerical/Administrative $100.00
Travel time spent in the interest of the client will be charged at the hourly rate. When it is necessary for an employee to be away from the office overnight, subsistence will be charged. Contract personnel will be charged according to the hourly rates for their category as listed above.

Other Charges
Subcontractors Cost plus 3 percent
Expenses and Outside Reproduction Charges Cost plus 15 percent Staff Mileage Expense IRS standard reimbursement rate
Internal Reproduction Costs
Single Sided Black and White Copies

8.5”x11” $0.20 per copy
11”x17” $0.40 per copy

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Double Sided Black and White Copies

8.5”x11” $0.30 per copy
11”x17” $0.60 per copy
Single Sided Color Copies

8.5”x11” $0.80 per copy
11”x17” $1.60 per copy
Double Sided Color Copies

8.5”x11” $1.60 per copy
11”x17” $3.20 per copy
Document Scanning $1.00 per page
Preparation for court appearances, depositions, presentations to regulatory boards, or other special requests for testimony will be charged on a time-and-materials basis.

Reimbursable Expenses. Allowable reimbursable expenses include costs of printing, printing supplies, travel (vehicle mileage only), postage, delivery services, photography, computer research that requires charges, and all other reasonably necessary costs and expenses incurred in completing such services; provided, however, allowable reimbursable expenses shall exclude air travel, lodging, and meals. Mileage shall be reimbursed at the IRS prevailing rate. Expenses will appear on invoices without any markup, with proof of payment, and due and payable within thirty (30) days after receipt by the City.

Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of nonbillable overhead activities are:
x Discussion with staff or applicant about the cost of services or to address billing disputes. x Meetings to discuss work performance, contract, or additional services. x Preparation of invoices and other administrative clerical services. x Contract administration, such as preparing or discussing contract amendments. x Time spent resolving errors in the event the Consultant is responsible.

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EXHIBIT C

KEY PERSONNEL AND SUBSCONSULTANTS
Consultant acknowledges that the qualifications and experience of the personnel identified in Consultant's proposal were a material factor in the City's selection of Consultant.

The following personnel shall serve as the key personnel assigned to this Agreement:
x Project Manager – Jessica Kirchner, CEO & Managing Principal Consultant shall not remove, replace, or substantially reduce the involvement of any key personnel without the prior written approval of the City. If replacement becomes necessary due to resignation, illness, or other circumstances beyond Consultant's control, Consultant shall propose a replacement with substantially equivalent qualifications and experience for City approval prior to assignment.

Consultant shall use only those subconsultants identified unless otherwise approved in writing by the City. Consultant remains fully responsible for the work of all subconsultants.

Subconsultants
x CR Associates – Transportation & Traffic Peer Review
x Dudek – Wildfire Planning and Wildlife Evacuation Reports x ENGEO - Geology/Soils, Hazards & Hazardous Materials, and Stormwater Management Peer Review
x Pax Environmental - Biological and Cultural Resources Peer Review x Suenram and Associates - Water Utility Infrastructure, Wastewater Utility Infrastructure Peer Review

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EXHIBIT D

Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella liability insurance policy with limits that will provide bodily injury, personal injury, and property damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer;
• “Pay on behalf of” wording as opposed to “reimbursement”; • Concurrency of effective dates with primary policies.

Should Consultant obtain and maintain an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s liability policies. Such policy or

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policies shall include wording that the excess liability policy follows the terms and conditions of the underlying policies.

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Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

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Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to City for review.

Developer Reimbursement Agreement
This Developer Reimbursement Agreement (the “Agreement”) is made on this 10th day of August 2026, by and between the City of Malibu, a municipal corporation (hereinafter referred to as the “CITY”) and Green Acres LLC, a California limited liability company (hereinafter referred to as the “DEVELOPER”). CITY and DEVELOPER are each a “Party” and collectively, the “Parties”.

Recitals
A. DEVELOPER has submitted an application to the CITY, requesting that the CITY approve a coastal development permit (“CDP No. 24-001”), conditional use permit (“CUP No. 24-001”) and associated entitlements including variances from development standards and lot merger for the construction and operation of a project consisting of a 146-room resort hotel with restaurants, meeting rooms, ballroom, health club, swimming pool, tennis courts, parking garage with valet tunnel, landscaping, grading and associated development on three vacant parcels (the “Project”).

The Project details are as follows:

Name: Malibu Canyon Resort Project
Address: 4000 Malibu Canyon Road, Malibu, CA
APNs: 4458-030-007, 4458-028-015 and 4458-028-019 (“Property”) B. The proposed Project’s main resort building includes 60 hotel rooms with facilities, with the remaining 86 hotel rooms within 45 independent buildings around the Property. The total gross square footage of building construction is approximately 579,396 square feet (“SF”), of which 181,560 SF is proposed to meet the Local Coastal Program’s (“LCP”) allowable floor-area-ratio (“FAR”) limit of 181,706 SF for the Property. Buildings will range from one to three stories above grade with one additional story below grade. Building heights will range from 14 feet to 40 feet.

C. The Project includes a parking structure that measures 70 feet tall with five stories above grade and one additional story below grade. Approximately 588 parking stalls will be provided in the Project, comprised of 22 spaces in a surface lot and 566 spaces in an all-valet parking garage.

D. Approximately 263,923 cubic yards (“CY”) of total grading will result, of which 183,499 CY will be exported from the Property. Approximately 488,260 SF of the Property will be devoted to landscaped area and approximately 319,855 SF of the Property will be devoted to additional open space area.

E. Stormwater improvements onsite will ensure no increase in peak flow from existing conditions and will rely on green infrastructure, storm drain collection system, and detention basins. The Project will connect to the City’s Civic Center Wastewater Treatment Facility (“CCWTF”).

F. The Project is proposed on three vacant parcels in the Commercial Visitor-Serving 2 (“CV2”) zoning district that will be merged as part of the Project to create an approximate 28.2-acre Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Attachment 2
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parcel (1,288,908 SF gross lot size or 1,211,376 SF net lot size with public street easements removed). The Property is located at 4000 Malibu Canyon Road, Malibu, California, 90265.

G. CITY has retained Impact Sciences, Inc. (hereinafter referred to as the “CONSULTANT”) to prepare an Environmental Impact Report (“EIR”) for the Project under the direction of CITY, at DEVELOPER’s expense, for consideration in conjunction with the application as required by the California Environmental Quality Act (“CEQA”), Public Resources Code Sections 21000 et seq. and State and local regulations promulgated pursuant thereto. The CONSULTANT’S scope of work and cost estimate is attached hereto as Exhibit A.

H. DEVELOPER and CITY now desire to enter into an agreement to establish terms and conditions for DEVELOPER’s pre-funding and reimbursement of CITY’s expenses related to the EIR. Nothing in this Agreement in any way commits the CITY to approving the Project or producing an EIR in a manner that DEVELOPER desires or demands.

NOW, THEREFORE, the CITY and DEVELOPER mutually agree as follows:

1. PAYMENT. DEVELOPER agrees to pay CITY in full for any and all costs and expenses incurred by CITY in connection with the preparation of the environmental review documents for DEVELOPER's project, including, without limitation, all amounts payable by CITY to CITY’S CONSULTANT to prepare such documents. DEVELOPER shall be responsible for all CONSULTANT personnel costs (including full-time, part-time, and contract personnel) and any and all additional costs incurred by CITY in connection with the CONSULTANT's services.

The CITY estimates that the cost of the CONSULTANT's base contract amount is $539,118. In addition, DEVELOPER shall reimburse the CITY for a management and administration fee equal to thirty (30) percent of the CONSULTANT’S estimated base contract amount, in the amount of $161,735, to reimburse the CITY for personnel and administrative costs incurred in managing the CONSULTANT contract.

The CITY may, in its sole discretion, authorize the use of a contingency deposit in the amount of $53,912, representing ten (10) percent of the CONSULTANT's base contract amount, for additional services or unforeseen work beyond the approved scope of services.

Any use of the contingency shall require prior written authorization by the Community Development Director, or designee. If any portion of the contingency is authorized, DEVELOPER shall also reimburse the CITY for an additional management and administration fee equal to thirty (30) percent of the authorized contingency amount, currently estimated to be $16,174.

The estimated Consultant costs, City management and administration fee, optional contingency, and deposit schedule are summarized in Tables 1 and 2 below.

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Table 1 – Estimated Project Costs
The deposits are comprised of the following estimated costs:

Description Amount
Consultant Services (Tasks 1–12) $539,118
City Management & Administration Fee (30%) $161,735
Total Initial Funding (Deposits 1–3) $700,853
Optional Contingency (10%) $53,912
City Administration Fee on Contingency (30%) $16,174
Deposit No. 4 $70,086
INITIAL TOTAL $770,939
The Project shall be funded through the deposits identified in Table 2.

Table 2 – Developer Funding Schedule
Deposit Due Amount
Deposit No. 1 Upon execution of this Agreement $207,468 Deposit No. 2 Upon completion of publishing the
Notice of Preparation
$335,396
Deposit No. 3 Prior to release of the Draft
Environmental Impact Report (Draft
EIR) for public review
$157,989
Deposit No. 4
(Optional
Contingency)
Upon written request of the CITY if
additional funding is required
$70,086
The total deposit amount of $770,939 represents the CITY's good-faith estimate of DEVELOPER's financial obligations under this Agreement (as of the date of execution of this Agreement). Each individual deposit likewise represents the CITY's good-faith estimate of the amount necessary to fund the corresponding phase of work. DEVELOPER remains responsible for all actual costs and fees payable under this Agreement, regardless of whether such costs exceed the estimated deposit amounts.

All amounts stated in this Agreement, including the amounts in Tables 1 and 2 and any contingency or deposit, are good-faith estimates only and are not caps, guarantees, fixed prices, or limits on DEVELOPER's obligations. DEVELOPER shall pay one hundred percent (100%) of all actual EIR-related costs, including CONSULTANT invoices and costs for contract amendments, additional or supplemental services, technical studies, legal review, Project changes, incomplete or deficient submittals, repeated review, closeout, cancellation, and wind-down. The CITY's management and administration fee shall equal thirty (30) percent of all actual amounts charged by CONSULTANT, including under the base contract and any amendment, change order, additional services authorization, supplemental work, or other CONSULTANT services, whether or not such amounts exceed the estimates, contingencies, deposits, or budgets stated in this Agreement.

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Deposit No. 4 is not part of the initial Project funding and shall only be required if the Community Development Director, or designee, determines that additional consultant services are necessary, including but not limited to changes in Project scope, additional technical studies, unforeseen work, or other circumstances requiring expenditures beyond the initial approved Consultant budget. The CITY shall provide written notice specifying the additional amount required, and DEVELOPER shall deposit the requested funds within fifteen (15) days after the CITY's written request. The CITY may continue work pending payment but may suspend work on the EIR and processing of the Project if the requested funds are not timely paid.

If, at any time, the CITY determines that the deposits made by DEVELOPER are insufficient, or that the actual or anticipated costs of preparing and reviewing the EIR will exceed the amounts previously deposited, the CITY may require DEVELOPER to make an additional deposit. The amount of the additional deposit shall equal the CITY's estimate of the additional CONSULTANT costs necessary to complete the EIR, plus a contingency of ten (10) percent of such additional CONSULTANT costs and the applicable thirty (30) percent management and administration fee to reimburse the CITY for personnel and administrative costs incurred in administering the CONSULTANT contract.

Following final action on the EIR by the Planning Commission (or the City Council, as applicable), or upon abandonment of the Project by DEVELOPER pursuant to Section 2, and after payment of all amounts due to CONSULTANT and reimbursement to the CITY for all costs recoverable under this Agreement, the CITY may retain a reasonable reserve from the deposits for any outstanding, committed, or reasonably anticipated CONSULTANT, closeout, cancellation, wind-down, legal, or litigation costs. After those amounts have been resolved and all amounts due under this Agreement have been paid, the CITY shall refund to DEVELOPER any remaining unexpended portion of the deposits. If the deposits are insufficient to satisfy all amounts payable under this Agreement, DEVELOPER shall promptly pay the CITY the remaining balance upon written demand.

DEVELOPER shall reimburse the CITY for all fees, costs, and expenses incurred by the CITY in connection with legal services provided by the City Attorney’s Office ("City Attorney") relating to the Project. The CITY is represented by the Best, Best, & Krieger LLP for City Attorney services. Such Project-related services may include, without limitation, legal review of the environmental review process, Project documents, agreements, public hearings, and other legal matters arising from or relating to the Project. Other Project-related services may include, without limitation, meetings and negotiations between the Parties, meetings and discussions with the CONSULTANT, and related actions. The City Attorney's fees shall be billed at the private client hourly rates set forth in Exhibit B. The rates in Exhibit B may be revised from time to time upon thirty (30) days' written notice to CITY and DEVELOPER, and DEVELOPER shall reimburse the CITY at the revised rates for services performed after the effective date of such revision. The Parties acknowledge and agree that the City Attorney's Office represents only the City, not the Developer, in connection with the EIR.

The thirty (30) percent management and administration fee under this Agreement is solely for the CITY's management and administration of the EIR and the CONSULTANT contract. It does not Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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include or satisfy any deposit or fee for processing the Project's entitlement applications. The CITY reserves the right to require separate deposits and collect all application, entitlement-processing, hearing, permit, consultant, legal, and other fees and charges under the CITY's adopted Fee Schedule then in effect. No deposit, fee, or payment under this Agreement shall constitute a credit against or offset those separate amounts.

Upon reasonable request, CITY shall provide DEVELOPER with a reasonable accounting of deposits, expenditures, CONSULTANT invoices, and remaining balances, subject to applicable privileges, confidentiality protections, and law. Such accounting shall not confer any right to direct, supervise, or control the CITY, CONSULTANT, or the review process; review privileged or deliberative work product; or delay or condition payment.

2. ABANDONMENT OF PROJECT. In the event DEVELOPER abandons the Project prior to a final decision on the EIR by the Planning Commission (or City Council as applicable), CITY will suspend preparation of the EIR and evaluation of DEVELOPER’s applications in a reasonably timely manner. DEVELOPER’S abandonment must be unequivocal, in writing, and submitted to the CITY pursuant to the noticing requirements set forth in this Agreement. Abandonment shall not relieve DEVELOPER of its obligation to pay all actual costs and expenses incurred or committed before the CITY completes suspension of the work, including cancellation, closeout, and wind-down costs.

3. INDEPENDENT CONSULTANTS.

3.1. During the term of this Agreement, and for a time period of one (1) year from final resolution of DEVELOPER’s application, neither DEVELOPER, nor any of its representatives, agents or other persons acting in concert with DEVELOPER will enter into any financial or business relationship with CONSULTANT or any of its subconsultants or propose to enter into any future business relationship with any such entities or persons without written notice to and approval in writing by CITY. For purposes of this Agreement, if the determination on DEVELOPER’s application is appealed, the final resolution of the DEVELOPER’s application shall be the City Council’s adoption of a resolution deciding the appeal.

3.2. DEVELOPER hereby acknowledges and agrees as follows:

3.2.1. CITY has sole discretion to select which of its employees are assigned to work on DEVELOPER’s application.

3.2.2. CITY has sole discretion to determine which persons CITY will hire as employees and contractors to work on DEVELOPER’s application.

3.2.3. CITY has sole discretion to direct the work and evaluate the performance of CONSULTANT, as well as the employees and contractors whom the CITY hires to work on DEVELOPER’s application and CITY retains the right to terminate or replace at any time any employee or contractor who is assigned to work on DEVELOPER’s application.

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3.2.4. CITY has sole discretion to determine the amount of compensation paid to employees and contractors hired by CITY to work on DEVELOPER’s application.

3.2.5. CITY, not DEVELOPER, shall pay employees and contractors hired or assigned by CITY to work on DEVELOPER’s application from a CITY account under the exclusive control of CITY.

3.2.6. The DEVELOPER acknowledges that the Community Development Director, or designee, shall have the sole authority to manage and direct the City's review of the Project, including, without limitation:
(a) determining the order and sequencing of project review; (b) determining when technical studies are sufficiently complete to proceed to the next phase of review;
(c) determining whether technical reports require revisions, supplemental information, or complete re-preparation;
(d) determining whether technical studies are adequate for purposes of CEQA and the City's entitlement review; and
(e) directing the work of the City's consultants and coordinating review among City departments and outside agencies.

3.2.7. The DEVELOPER acknowledges that review comments issued by the CITY constitute the official direction of the CITY. The DEVELOPER shall not direct, supervise, evaluate, or attempt to control the work of CITY employees, the Case Planner, or CITY consultants.

3.2.8. The DEVELOPER acknowledges that determinations regarding the adequacy, completeness, sufficiency, and timing of technical review are governmental functions entrusted to the Community Development Director or designee. Nothing in this Agreement shall be construed to provide the DEVELOPER with any right to supervise, audit, challenge, or independently evaluate the internal review process or work product of the CITY's employees or consultants during the course of project processing.

Nothing in this Section limits any nonwaivable right under applicable law or DEVELOPER's right to receive the financial accounting described in Section 1; provided that such accounting does not permit DEVELOPER to direct, supervise, control, or review privileged or deliberative work product or to delay payment.

3.3. CITY and DEVELOPER hereby acknowledge and agree that processing of DEVELOPER’s application for the proposed Project is not contingent on the hiring of any specific contractors.

3.4. CITY and DEVELOPER hereby acknowledge and agree that DEVELOPER’s duty to reimburse CITY is not contingent upon CITY’s approval or disapproval of the proposed Project or upon the result of any action of CITY.

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3.5. Neither DEVELOPER, nor its officers, employees or agents, shall communicate with CONSULTANT during the term of this agreement without prior approval of CITY. CITY shall instruct CONSULTANT not to communicate with DEVELOPER or its agents without consent of CITY. The CONSULTANT shall receive direction solely from the CITY. Any technical comments, requests for revisions, or direction to the CONSULTANT shall be issued by the CITY unless otherwise expressly authorized in writing by the Community Development Director.

3.5.1. Draft Documents and Internal Work Product. DEVELOPER acknowledges that the CONSULTANT has been retained by the CITY to prepare environmental review documents under the direction of the CITY and in the exercise of the CONSULTANT's independent professional judgment. Draft reports, preliminary analyses, working papers, internal comments, quality assurance/quality control documents, memoranda, correspondence between the CITY and CONSULTANT, and other preliminary work product are prepared solely to assist the CITY in its review of the Project and do not constitute final determinations or official actions of the CITY. Except as required by applicable law, such materials shall remain the property of the CITY, shall not be distributed to DEVELOPER, and shall not be subject to review or approval by DEVELOPER. The CITY shall determine which documents, comments, and environmental review materials are appropriate for release during the Project review process. Nothing in this Section requires or permits CITY to withhold any record when disclosure is required by the California Public Records Act, a court order, or other applicable law.

3.6. Technical Study Review. CITY shall determine whether technical reports and studies are adequate for purposes of Project review and compliance with applicable federal, state, and local laws. CITY may require revisions, supplemental information, or additional studies whenever CITY determines such information is reasonably necessary to complete its review. DEVELOPER acknowledges that review of revised technical reports may require multiple iterations depending upon the scope and quality of revisions submitted.

3.7. Review Timeframes. Any schedules or estimated review timeframes contained in the Scope of Work, Project Schedule, correspondence, or other Project documents are estimates only and do not constitute binding deadlines upon CITY or CONSULTANT. Review time shall depend upon the complexity of the Project, completeness and quality of submitted materials, coordination with reviewing agencies, and compliance with applicable legal requirements. Nothing in this Section waives or alters a deadline imposed by nonwaivable applicable law.

3.7.1. Project Schedule Assumptions. DEVELOPER acknowledges that any project schedule or estimated timeframe for completion of the EIR, including the schedule contained in the CONSULTANT's scope of work or proposal, is based upon assumptions regarding the timely submission of complete and Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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technically adequate materials by the DEVELOPER, prompt responses to requests for additional information, timely completion of technical studies, and continued cooperation among the DEVELOPER, the CITY, the CONSULTANT, responsible agencies, and other reviewing entities. Any delay resulting from incomplete or deficient submittals, revisions to technical reports, changes to the Project, requests for additional information or studies, agency review, public participation, or other circumstances beyond the CITY's or CONSULTANT's control may extend the estimated schedule. Such extensions shall not constitute a breach of this Agreement or delay attributable to the CITY or CONSULTANT.

3.8. Independent Environmental Review. DEVELOPER acknowledges that CONSULTANT prepares the environmental review documents on behalf of and under the direction of CITY. All environmental analyses, determinations regarding the adequacy of technical studies, requests for additional information, and recommendations concerning CEQA compliance shall be made independently by CONSULTANT under the supervision of CITY. Nothing in this Agreement shall be interpreted to create any contractual or supervisory relationship between DEVELOPER and CONSULTANT.

3.9. Regulatory Authority Reserved. Nothing contained in this Agreement, any cost estimate, project schedule, meeting, correspondence, or prior accommodation by CITY shall limit CITY'S authority to require additional information, revise the review process, request supplemental technical studies, or otherwise administer the Project as necessary to comply with applicable law or to ensure a complete and legally defensible environmental review.

4. SURVIVAL. DEVELOPER's obligation to reimburse CITY for all costs and expenses incurred pursuant to this Agreement shall survive the completion, termination, expiration, or abandonment of the Project and this Agreement until all amounts due have been paid in full. This obligation includes amounts incurred or committed for cancellation, closeout, wind-down, or litigation and survives denial, approval, and final action on the Project.

5. PAYMENT OF ADDITIONAL COSTS. Any additional amount due under this Agreement shall be paid by DEVELOPER within thirty (30) days after written demand by CITY. To the fullest extent permitted by law, CITY may suspend work on the EIR and processing of the Project and may withhold hearings, document releases, recommendations, approvals, permits, and other discretionary action until such payment is received.

6. NO CITY LIABILITY FOR DELAYS. CITY shall not be liable for any delay in the preparation, review, or completion of the EIR or processing of the Project resulting from consultant performance, public agency review, litigation, public comment, changes requested by DEVELOPER, or other circumstances beyond CITY's control.

7. INTERPRETATION. This Agreement is deemed to have been prepared by all of the parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against the Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted according to the applicable rules of interpretation of contract under the law of the State of California.

8. ASSIGNMENT. This Agreement shall not be assigned in whole or in part without the prior written consent of CITY. As a condition of any consent, the successor or assignee shall assume in writing all of DEVELOPER's obligations under this Agreement. No assignment shall release DEVELOPER from any obligation unless CITY expressly agrees in writing, and this Agreement shall bind DEVELOPER's successors and permitted assigns.

9. NOTICE. All notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable party’s representative, as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose.

Such notices shall be deemed made when personally delivered or when mailed forty-eight (48) hours after deposit in the U.S. mail, first-class postage prepaid and addressed to the party at its applicable address.

CITY:

CITY OF MALIBU
Attention: Yolanda Bundy, Community Development Director 23825 Stuart Ranch Road
Malibu, CA 90265-4861
DEVELOPER:

GREEN ACRES LLC
a California limited liability company
P.O. Box 6528
Malibu, CA 90264
And Its Members at the same address
as shown for Green Acres LLC:

Manhattan Partners II, LLC
a California limited liability company
Hushmand Sohaili - Manager

RM REW, LLC
a California limited liability company
Richard Weintraub - Manager

10. GOVERNING LAW/VENUE. This Agreement shall be governed by the laws of the State of California and the exclusive venue for all disputes arising hereunder shall be the Superior Court for the County of Los Angeles and/or the Central District of California, as applicable.

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11. ENTIRE AGREEMENT; MODIFICATION. This Agreement represents the entire integrated Agreement between CITY and DEVELOPER, and supersedes any and all other agreements, either oral or written, between the parties, and contains all the covenants and agreements between the parties. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Any agreement, statement or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both parties.

12. EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when both parties have signed at least one copy hereof and the signature of a party is delivered physically or by facsimile transmission or scanned and delivered via electronic mail. Such facsimile or electronic mail copies will be treated in all respects as having the same effect as an original signature. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

13. AUTHORITY TO ENTER AGREEMENT. The DEVELOPER has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement.

Each party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and to bind each respective party. [SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Agreement ______________.

CITY: DEVELOPER:

CITY OF MALIBU, GREEN ACRES LLC,
a municipal corporation: a California limited liability company:

By: Manhattan Partners II, LLC
a California limited liability company
Managing Member
____________________________ By: _________________________ BRUCE SILVERSTEIN, Mayor Name: Hushmand Sohaili
Title: Manager
By: RM REW, LLC
a California limited liability company
Managing Member
By: _________________________
Name: Richard Weintraub
Title: Manager
ATTEST:
_______________________________
KELSEY PETTIJOHN, City Clerk
(seal)
Date: _______________________
APPROVED AS TO FORM:
_______________________________
TREVOR RUSIN, City Attorney
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EXHIBIT A
Consultant Scope of Work / Cost Estimate

The Consultant will be responsible for the following specific tasks and deliverables associated with the preparation of the EIR.

A list of applicant-provided documents and reports was included as Attachment Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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4 of the RFP. With the exception of the geo-engineering investigations, which include all submittals to date, all other documents and reports provided are the latest versions. The applicant has or will prepare the following additional studies and that will be, but have yet been, submitted them to City (Phase 1 Environmental Site Assessment; Exterior Noise and Exterior Façade Acoustical Analysis; Archaeological and Tribal Cultural Resource Assessment (Phase 1 Investigation); Air Quality Technical Report and Air Health Risk Assessment; Visual Study and Report with 3D modeling), Greenhouse Gas Emissions Technical report, Energy Use Technical Report, Wastewater, and Water.

Consultant will combine text, tables, and figures to create a concise yet comprehensive Project Description.

Note: See Tasks 11 and 12 for public noticing and meetings, including the NOP Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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and Scoping meeting.

Reviews: Consultant will modify the Project Description up to two times in response to review comments.

Pursuant to CEQA Guidelines §15060(d), the City may bypass the IS phase and proceed directly to preparing an EIR.

Note: See Tasks 11 and 12 for public noticing and meetings including the NOP and Scoping meeting.

Reviews: Consultant will modify the NOP in response to review comments before finalizing for distribution.

Task 4 Technical Studies. It is expected that the Consultant will first peer review technical studies supplied to date for the project, including studies prepared for previously mentioned EIR preparation using qualified experts required to support the EIR analysis and to comply with federal, state, and local requirements. If the Consultant determines that any existing technical study is incomplete, outdated, or otherwise insufficient to support preparation of the EIR, or identifies the need for additional technical studies, the Consultant shall promptly notify the City in writing and identify the deficiencies. The City, in consultation with the Consultant, will determine whether the identified deficiencies may be addressed through supplemental analyses or addenda prepared by the applicant's consultants in a manner that satisfies CEQA requirements. If the City and Consultant determine that a technical study must Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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be substantially revised or entirely re-prepared, the Consultant shall oversee the preparation of the required technical studies by qualified subcontractors or subject matter experts to ensure they provide adequate support for the EIR and comply with all applicable federal, state, and local laws, regulations, and guidelines. The final determination whether studies are sufficient or insufficient will be determined by the Community Development Director or his/her designee, with advice from the consultant. The consultant is not to prepare any new studies without City authorization.

It is anticipated that the EIR will be based on the following Technical reports:
▪ Wildfire Report and Wildfire Evacuation Analysis (to be prepared by Dudek) ▪ Transportation Impact Study / Vehicle Miles Traveled Analysis (utilize SCAG Regional Transportation Demand Model)
▪ Aesthetics and Visual Resources Technical Report
▪ Air Quality Technical Report and Air Health Risk Assessment (construction, haul route, operations)
▪ Biological Resources Technical Report
▪ Cultural Resources Technical Report
▪ Energy Use Technical Report
▪ Geology and Soils Technical Report
▪ Greenhouse Gases Technical Report
▪ Phase I Environmental Site Assessment
▪ Preliminary Drainage Study
▪ Stormwater Management Plan
▪ Noise and Vibration Technical Report
▪ Utility Infrastructure Study – Wastewater
▪ Utility Infrastructure Study – Water
▪ Water Supply Assessment – If a WSA will not be required, the Consultant shall provide an explanation its rationale in the proposal and provide some cost for preparing a formal justification as part of the CEQA documentation.

If a prospective consultant believes a WSA will be required, it should provide the cost as part of its proposal).

A list of applicant-provided documents and reports were included as Attachment 4 of the RFP. With exception to the geo engineering investigations which include all submittals to-date, all other documents and reports provided are the latest versions. Other studies may be prepared by the applicant but have not been submitted to the City at this time (e.g., Phase 1 Environmental Site Assessment; Exterior Noise and Exterior Façade Acoustical Analysis; Archaeological and Tribal Cultural Resource Assessment (Phase 1 Investigation); Air Quality Technical Report and Air Health Risk Assessment; Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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Visual Study and Report with 3D modeling), Greenhouse Gas Emissions Technical report, Energy Use Technical Report, Wastewater, and Water.

Reviews: Consultants should expect to provide additional materials or clarification if needed to respond to comments received.

See Appendix A for Tasks 4.1 – 4.14b for full description of Consultant approach for each study.

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Consultant will diligently work to ensure that the Administrative Draft EIR sections are efficient, organized, and formatted for ease of review by the general public, and void of unnecessary repetitive information.

Consultant will incorporate any PDFs into the applicable Administrative Draft EIR and MMRP, if applicable.

Consultant will incorporate all Mitigation Measures considered but rejected with a rationale for why the Mitigation Measure was rejected.

Consultant will ensure that revisions to technical studies shall be sufficiently carried into the relevant Administrative Draft EIR section and vice-versa.

Consultant will prepare other sections of the Administrative Draft EIR including the cover, table of contents, introduction, environmental setting, environmental analysis, and list of preparers.

Consultant will need to develop a comprehensive list of cumulative projects, in consultation with the City. In addition to a list of cumulative projects provided by the City, at minimum, the Consultant will contact the County including LACFD and WD29, Pepperdine University, the Santa Monica-Malibu Unified Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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School District (SMMUSD), and Caltrans for a list of all nearby projects to the subject property. An analysis of the cumulative projects will serve as the basis for the impact significance determination baseline, while the Project’s incremental contribution to the cumulative baseline will be considered the Project’s potential cumulative impact; however, other agencies as appropriate may also be incorporated.

Consultant will analyze any potential growth-inducing effects and significant irreversible changes.

Deliverables: Administrative Draft EIR and Screencheck Draft EIR, MMRP Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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and Appendices (provided in Word with clean and tracked change versions for each round of review).

Task 6 Public Review Draft EIR. Prepare the Public Review Draft EIR including the Draft MMRP and applicable Appendices based on comments received.

Prior to publishing for public review, Consultant shall request written City acknowledgement that the Public Review Draft EIR is ready for public circulation.

Even though LCI filings are now electronic, the City will request printed copies of the Draft EIR, per the Deliverables below.

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Consultant will organize and catalog all comment letters received during the public review period. Consultant will prepare a memorandum summarizing the comments, key issues, and any alternatives identified. Consultant will prepare a list of people, organizations, and agencies participating and commenting (including contact information if available), and incorporate all prior people, organizations, and agencies that participated and/or commented on the NOP or requested notification.

Reviews: Consultant will modify the draft Response to Comments up to three times in response to review comments.

Deliverables: Draft and Final Response to Comments (provided in Word, with clean and tracked changes versions of each round of review).

Task 8 Screencheck Final EIR. Prepare the Final Responses to Comments, the Screencheck Final EIR, the Final MMRP, and any new Appendices if applicable.

Task 9 Final EIR. Prepare a Final EIR, Final MMRP, and any new Appendices for the Planning Commission’s review and adoption based on the comments received.

The Final EIR shall be integrated into the Draft EIR (in a strikeout/underline format to the Draft EIR) and shall not be prepared as an abbreviated version cross-referencing to the Draft EIR.

Consultant will be responsible for preparing and distributing all public notices associated with the Final EIR (see Task 11) in consultation with the City; however, City will file all public notices associated with the Final EIR with the Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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County including payment of County filing fees and California Department of Fish and Wildlife fees (proof of prior payment).

Deliverables: Final EIR, Final MMRP, and Appendices (provided in PDF, print, and Word with a clean and tracked changes version of the Screencheck).

Based upon comments provided on the Draft Findings and Statement, Consultant will prepare the revised Findings and Statement.

Reviews: Consultant will modify the Findings and Statement up to two times in response to review comments.

Upon completion of the scoping period and public review period, Consultant will organize and catalog all comment letters received during the scoping period. Consultant will prepare a memorandum summarizing the comments, Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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key issues, and any alternatives identified. Consultant will prepare a list of people, organizations, and agencies participating and commenting (including contact information if available).

Consultant will assist City in maintaining its record of mailed postcards, returned postcards (if any), and address updates as applicable.

Reviews: Consultant will modify each form of notice up to two times in response to review comments.

Deliverables: Public notices and postcard mailers (provided in Word with clean and tracked changes versions of each round of review).

Attendance, participation, and assistance in regular team meetings and calls, public meetings, and stakeholder meetings.

At minimum, the following services will be necessary and should be budgeted as part of this Task:
• In addition to the designated Project Manager and/or any other staff or subcontractors assigned, Consultant shall account for and ensure that all applicable technical leads are included in meetings pertaining to their Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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technical expertise when appropriate.
• Attend regular monthly project management meetings and calls with City staff and/or City contract consultants (estimate one, one-hour meeting per month over the life of the proposed schedule; assume 90 percent virtual and 10 percent in-person). At- will calls can be made by the consultant for clarification and direction.
• Upon completion of the Administrative Draft EIR, a working meeting to review and discuss City comments shall take place.
• Attend up to two, two-hour stakeholder meetings before the Draft EIR is released (assume 50 percent virtual and 50 percent in-person). • Attend working review sessions associated with the Response to Comments and prior to Final EIR preparation (estimate 5, two-hour meetings; assume 90 percent virtual and 10 percent in-person).
• Attend up to two, two-hour stakeholder and other public meetings prior to Planning Commission hearing (assume 50 percent virtual and 50 percent inperson). • Provide Planning Commission hearing agenda report and PowerPoint preparation assistance to City staff and/or City contract consultants. • Attend up to two Planning Commission hearings including preparation (estimate eight hours each including preparation time; assume 100 percent in-person).
• Manage applicable Project contracts and subcontracts, EIR schedule, and budget. Integrate the EIR schedule into other Project-related schedules as provided and requested.
• Ensure that monthly invoicing is submitted to the City within 30 days after the close of each month that services are provided.
• Coordinate with subcontractors and other consultants, City staff, City contract consultants, agencies, and others as appropriate. • Provide comprehensive and diligent Quality Assurance (QA) and Quality Control (QC) of all documents prepared, including technical studies and appendices; and ensure an adequate level of information, explanation, and conclusions in all documents as required by CEQA.
• Ensure that the QA/QC process addresses all issues with document formatting, consistency of terms, grammar, abbreviations, and typographical issues.
• Implement measures to ensure version control is maintained by all reviewing parties and to ensure that tracked changes/comments are managed and addressed adequately.

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Referenced attachments to Request for Proposals
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Lastly, we will review the photometric plans prepared by the Applicant’s team. The project’s lighting plan will be reviewed for compliance with Malibu’s dark skies ordinance.

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data to be collected and studies to be prepared.

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Task 4.14b: Water Supply Assessment (Not Required)
Based on information provided in the RFP, the proposed Project will likely not require a Water Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Professional Services Agreement
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From Notice to Proceed to filing the Notice of Determination, it is estimated that the project will take eight to ten months.

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Prior to commencing work for the City of Malibu by the Consultant, written authorization must be granted by the Community Development Director or designee.

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EIR Tasks
Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Hourly Rates
Impact Sciences
Staff Classification Hourly Rate
Principal/Managing Principal $320
Associate Principal $290
Technical Director $290
Senior Project Manager $225
Project Manager $200
Senior Technical Specialist $185
Quality Assurance / Quality Control $200
Technical Specialist $180
GIS Technician $175
Planner $170
Assistant Technical Specialist $140
Publications Manager $140
Graphics $140
Publications $140
Associate Planner $135
Clerical/Administrative $100
CR Associates
Staff Classification Hourly Rate
Principal I $325
Senior Professional III $295
Senior ProfessionalI $250
Professional II $225
Analyst II $165
Analyst I $145
Intern $105
Admin/Graphics $120
Dudek
Staff Classification Hourly Rate
Project Director / Environmental $350
Senior Specialist V $290
Senior Specialist I $230
Analyst IV $155
Analyst III $145
ENGEO
Staff Classification Hourly Rate
Principal $440
Associate Engineer / Geologist $360
Project Engineer / Geologist $270
CAD/GIS $257
Project Assistant / WP $190
Pax Environmental
Staff Classification Hourly Rate
Principal $185
Project Management $162
Senior Biologist $138
Senior Archeologist $135
Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Developer Reimbursement Agreement
Green Acres LLC
Malibu Canyon Resort EIR

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Single Sided Black and White Copies

8.5”x11” $0.20 per copy
11”x17” $0.40 per copy
Double Sided Black and White Copies

8.5”x11” $0.30 per copy
11”x17” $0.60 per copy
Single Sided Color Copies

8.5”x11” $0.80 per copy
11”x17” $1.60 per copy
Double Sided Color Copies

Non-Billable Administrative Overhead
The Consultant will bill only for time spent performing assigned professional work. All other activities associated with carrying out the contract are not billable and are therefore considered overhead or administrative functions contained within the hourly rate. Typical examples of non-billable overhead activities are:
• Discussion with staff or applicant about the cost of services or to address billing disputes.
• Meetings to discuss work performance, contract, or additional services. • Preparation of invoices and other administrative clerical services. • Contract administration, such as preparing or discussing contract amendments. • Time spent resolving errors in the event the Consultant is responsible.

Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Developer Reimbursement Agreement
Green Acres LLC
Malibu Canyon Resort EIR

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The following personnel shall serve as the key personnel assigned to this Agreement:
• Project Manager – Jessica Kirchner, CEO & Managing Principal Consultant shall not remove, replace, or substantially reduce the involvement of any key personnel without the prior written approval of the City. If replacement becomes necessary due to resignation, illness, or other circumstances beyond Consultant's control, Consultant shall propose a replacement with substantially equivalent qualifications and experience for City approval prior to assignment.

Consultant shall use only those subconsultants identified unless otherwise approved in writing by the City. Consultant remains fully responsible for the work of all subconsultants.

Subconsultants
• CR Associates – Transportation & Traffic Peer Review
• Dudek – Wildfire Planning and Wildlife Evacuation Reports • ENGEO - Geology/Soils, Hazards & Hazardous Materials, and Stormwater Management Peer Review
• Pax Environmental - Biological and Cultural Resources Peer Review • Suenram and Associates - Water Utility Infrastructure, Wastewater Utility Infrastructure Peer Review
Docusign Envelope ID: F79BAF96-B63E-86BB-80E7-54486BD2EF60 Developer Reimbursement Agreement
Green Acres LLC
Malibu Canyon Resort EIR

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Malibu City CouncilAugust 10, 2026

Malibu City Council
August 10, 2026