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CD Kaiser Medical Office Development Planning ServicesAGREEMENT WITH LAK ASSOCIATES, LLC, TO SERVE AS PROJECT PLANNER AND ENVIRONMENTAL PLANNING SERVICES FOR LAND USE ENTITLEMENTS PROPOSED AT 1650 LOS GAMOS This Agreement is made and entered into this qday of APRT L .-201& by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and LAK ASSOCIATES, LLC, a California Corporation. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the Kaiser Permanente has recently purchased real property at 1650 Los Gamos Dr and expressed interest in pursuing changes to the adopted Planned Development (PD 1590) Zoning District for the site to allow the conversion of the existing 150,000 sq R (approx) office building to medical office use and construction of an associated parking structure; and WHEREAS, amendment to the PD Zoning District for 1650 Los Gamos would require the following planning entitlements including, but not limited to a Design Review Permit, Use Permit, Planned Development Rezoning and potentially Sign Program amendment, and WHEREAS, the proposed project would also require preparation of an Initial Study and an Environmental Impact Report (EIR), and WHEREAS, given the current workload of City staff, the CITY has determined that professional planning and environmental planning services are needed to supplement the existing staffing through assignment of this project to an experienced planning consultant with the capacity and expertise to process a project of this nature. WHEREAS, CONTRACTOR has submitted its proposal for the performance of services, which is attached hereto and incorporated by reference herein; and WHEREAS, CONTRACTOR represents that it is qualified to perform such services and is willing to perform such professional services as hereinafter defined. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Planning Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Sean Kennings is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall Exhibit A notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide professional services as Contract Planner as well as Environmental Review planner, including r6view of plans and application materials, correspondence with applicant and public and City staff, coordination and management of City's review of project, preparation of staff reports, analysis of project for consistency with adopted Plans and Ordinances and preparation of technical studies and an Initial Study consistent with the California Environmental Quality Act (CEQA). These services shall be performed under the supervision of the Planning Manager, in conjuncOon With the CITY's procedures for processing development entitlements and shall include the tasks described in Attachment "A", incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as follows: a) Provide work space for CONTRACTOR, and b) provide general direction and support to CONTRACTOR. 4, COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR an hourly rate of $132.00 per hour + costs of the sub contractors listed in the scope of work. The total billing amounts authorized under this agreement shall be $70,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for 1 year, commencing on the date of the execution of this agreement. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. The insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. The insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement 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 noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policv language or. specific endorsepnents evidenciniz the other insurance requirements set forth in this Agreement, CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Raffi Boloyan, Project Manager City of San Rafael Community Development Department, 3`d floor 1400 Fifth Ave. San Rafael, CA 94901 TO CONTRACTOR: Sean Kennings LAK Associates PO Box 7043 Corte Madera, CA 94976 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tern, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL 1�^f JIM C TZ, Ulty M ag r ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTE , City omey CONTRACTOR By: Name: Title: Ml N (A iP,AILI Exhibit A: Letter from Sean Kennings of LAK Associates Re Approach and Scope of Work for Kaiser Permanente Planned Development Rezoning at 1605 Los Gamos - Project Planner and CEQA services City of San Rafael March 3, 2016 Approach and Scope of Work for Kaiser Permanente Planned Development Rezoning at 1605 Los Gamos - Project Planner and CEQA services LAK Associates, LLC is pleased to submit this Scope of Work for the management and oversight of the Kaiser Permanente's (Kaiser) 1650 Los Gamos Medical Office Building (MOB) Environmental Impact Report (EIR). As planners we are sensitive to our clients' objectives for creating and maintaining a superior and legally defensible document. Our focus is to make the environmental analysis and report preparation run as smoothly and timely as possible. We will work with representatives of Kaiser and the City of San Rafael to comprehensively and expeditiously prepare the EIR for the Los Gamos MOB project. LAK will provide expert analysis and review while achieving the primary objective for Kaiser: a defensible EIR. We will review the available background information, including all materials on file, plans and supporting data as well as reports prepared by City staff. If there are any critical gaps in the data, we will identify the methodologies required to obtain the necessary materials. We will then identify the necessary steps to achieve project approval and schedules required to gain these approvals. Working with the city staff, we will strive to create an efficient and appropriate work plan to satisfy both the applicant and the greater San Rafael community. LAK Associates will work with Raffi Boloyan of the City of San Rafael to achieve the EIR timeline and submittal deadlines. Working with the appropriate members of City staff, LAK will coordinate review and approval efforts to ensure a streamlined permitting process. LAK will also help coordinate with local community leaders to receive input and support during the preparation of the EIR. Where needed, LAK will contract with various sub -consultants to prepare specific portions of the EIR, as agreed upon with the City of San Rafael and the Kaiser Permanent Project Team. For the Kaiser MOB EIR project, LAK Associates would perform the following general services: • Review of the City's General Plan, Zoning Ordinance, PD, reports and other background materials relevant to the proposed development site, including relevant existing or proposed projects within the City and Marin County. • Review of proposed development plans and application materials prepared by applicant. • Meetings with the Kaiser Project Team, as directed by the City of San Rafael, to review administrative drafts for CEQA and other environmental documents prior to public notice and comment periods. • Meetings with the Kaiser design team, as directed by City of San Rafael. Exhibit A City of San Rafael March 3, 2016 • Meetings, as directed by the City of San Rafael, from time to time, with City and County staff, federal, state and local agency staff,' interested stakeholders, including special interest groups and individuals to further the objectives of the applicant. • . Telephone and electronic communication, as necessary, to facilitate the project application process. • Assistance in the identification, selection and management of technical environmental consultants, as directed by City of San Rafael and applicant. • Written staff reports, memoranda, letters, and other documentation, as requested by the City of San Rafael. • Oral presentations, as required. • Other, unspecified services, as requested by City of San Rafael. The EIR process is the set of procedures used to accurately identify the project's potential impacts, develop ways to reduce those impacts, and clearly report the results of the analysis to the public. A successful EIR will provide valuable information while also facilitating the decision making process. Furthermore, a successful EIR is one that cannot be legally challenged in a court of law. Phase I — Preliminary Application Processing and Initial Study The Task items below highlight what Kaiser can anticipate from LAK Associates over the first phase of the project review, which would be planning application processing and Preparation of an Initial Study: Task 1.0 — Provide Planning and CEQA Review Assistance 1.1 Assist applicant to revise and refine 'application based on City of San Rafael's development standards and design guidelines, staff recommendations and community input. Schedule, prepare and help facilitate public hearings or meetings for draft project review and determination. Products: Project Description: 20 - 40 hours Schedule: Weeks One to Four 1.2 Provide overall planning review and management of application. Conduct application review, prepare internal City referrals, staff report preparation and noticing and presentations to the Design Review Board, Planning Commission and City Council, as needed. Products: Staff Reports, Noticing, Public Hearings: 80-100 hours Schedule: Ongoing Task 2.0 - Preparation of Draft Initial Study City of San Rafael March 3, 2016 2.1 Prepare Draft Initial Study based on application submittal and review of environmental studies. Prepare initial study in accordance with the City of Marin's viewpoint on the final design of the project. Schedule, prepare public notices and help facilitate public hearing for project determination. Products: Draft Initial Study: 60 hours Schedule: End of Month Three 2.2 Coordinate and manage technical sub -consultants in accordance with the draft project description as defined by the applicant. These sub -consultants include but are not limited to: aesthetics (visual simulations), air and noise (project construction and long term operations), arborist (tree survey, tree removals), and biologist (creeks, wetlands, habitat). Kaiser will be responsible for coordinating technical consultants needed for traffic, hydrology and drainage, geotechnical and geology, and hazardous materials (Applicant to prepare traffic study and traffic counts based on final improvement plan. City DPW will peer review for appropriate mitigation and conclusions). Products: Technical Documents: $2,500 - $7,500 per report (estimate) Schedule: End of Month Three 2.3 Prepare Final Staff Initial Study outlining potential significant impacts and issues required for EIR review. Product: Final Initial Study and public notices: 15 hours Schedule: Month Three and Four Weekly status reports, in electronic mail format, will be submitted to the contact planner for review and discussion. Monthly status reports, using the format developed by the City of San Rafael, will submitted to the appropriate staff contact for review and discussion. Action items, with responsibilities and schedules will be included with both types of reports. Draft and final documents will be submitted to City Staff in Microsoft Word format, Adobe PDF, or compatible files as determined by the City. In addition, all printed materials will be prepared in the most appropriate format to permit ease of photocopying, as defined by the Planning Department. BUDGET AND HOURLY BILLING RATES The current billing rates for LAK Associates are listed below. The rates shown include all individual costs, including administrative time and time spent in hearings, workshops and meetings. Extra Services, as requested and/or authorized by the Planning Manager, will be charged at the rates shown below. Travel expenses will comply with the schedule developed by City of San Rafael March 3, 2016 the City of San Rafael. Only out-of-pocket travel related expenses, including fuel and pre -diem costs, will be charged to this project. Team Member Billing Rate/Hour Sean Kennings $132 Estimated Cost: (The fee for this scope of services is based on an assumed estimate of hours and an understanding of the applicant's initial improvement plan. Final estimate for Initial Study or EIR to be determined after submittal of final project description by applicant.) Project Planner - Review and Coordination: 80-100 hours — not to exceed $15,000 Kaiser Medical Offices Initial Study: 115 hours - not to exceed $55,000 (including the following sub consultant technical studies) • Air / Noise Assessment (Illingworth & Rodkin) : $15,240 • Biology/ Habitat /Cultural/Archeological (Garcia and Associates): $12,705 • Arborist /Tree Protection (Urban Forestry Associates): $5,000 City of San Rafael March 3, 2016 Phase II - Formal Application Processing and EIR Once more developed project plans are submitted by Kaiser and the Initial study is completed, a more precise scope and budget for the EIR preparation and application processing through hearing body and city review will be presented as an amendment to this scope and budget and will generally include tasks such as Task 3.0 — Provide Project Planner Services for final application 3.1 Assist applicant to revise and refine application based on City of San Rafael's development standards and design guidelines, staff recommendations and community input. Schedule, prepare and help facilitate public hearings or meetings for draft project review and determination. Products: Project Description: TBD hours Schedule: TBD 3.2 Provide overall planning review and management of application. Conduct application review, prepare internal City referrals, staff report preparation and noticing and presentations to the Design Review Board, Planning Commission and City Council, as needed. Products: Staff Reports, Noticing, Public Hearings: TBD hours Schedule: TBD The EIR process could take between 8 to 12 months and LAK will work with City staff to oversee deliverables. The scope and budget for these tasks will be dependent on the Initial Study. A update to the timelines, scope and budget will be presented at a later date: Task: 4.0 - Preparation of Draft EIR — 5 to 8 months 4.1 Prepare Notice of Preparation (NOP) - sent to the Office of Planning and Research (OPR) and responsible agencies to determine key issues, and therefore the Scope of the EIR. LAK would prepare the NOP, distribute, review and catalog comments. 4.2 Coordinate with subconsultants to prepare additional environmental reports as needed. Ensure finished reports are circulated within City of San Rafael departments for review and comment. LAK would oversee and manage sub -consultant environmental analysis. Update Project Description as needed. LAK would facilitate periodic meetings to review status of EIR. Product: Environmental studies, staff reports, updates: TBD hours Schedule: TBD Meeting: Meetings as needed to review schedule and deliverables City of San Rafael March 3, 2016 4.3 Preparation of the Administrative Draft EIR. Based on the determination of the Initial Study and subsequent changes to the project description, the Administrative Draft EIR will focus on environmental areas of concern. Prepare comments and review final Admin Draft EIR. Coordinate with City of San Rafael agencies to review and provide comments. Product: Admin Draft EIR: TBD hours Schedule: TBD Meeting: Kaiser/San Rafael comment review meeting 4.4 Review screen -check Draft EIR and provide feedback prior to Draft EIR release. Schedule and facilitate public comment hearing for Draft EIR comments. Product: Public Comments: TBD hours Schedule: TBD Meeting: Public Comment Hearing 4.5 Manage printing and distribution of Public Review Draft EIR including to (State Clearing House, mailing list). Prepare/send out Notice of Completion (NOC) and prepare/post notice of availability of Public Review Draft EIR. Product: Distribution list, NOC: TBD hours Schedule: TBD 4.6 Manage collection of public/agency comments on Draft EIR and facilitate review/evaluation of comments. Coordinate/facilitate consultants' meeting to receive/review comments. Maintain schedule for preparation of responses to comments and review draft responses to comments. Product: Administrative Draft Final EIR: TBD hours Schedule: TBD Task 5.0 — Final EIR and Certification — 3 to 4 months 5.1 Review the Administrative Draft Final EIR and prepare draft comments for internal review. Coordinate with inter -City, County and State agencies to review and provide comments. Manage preparation and printing/distribution of Draft Final EIR. Coordinate/facilitate public hearing(s) on Draft Final EIR. Product: Review Kaiser/City Comments: TBD hours Schedule: TBD 5.2 Review screen -check Final EIR and provide feedback prior to Final EIR release. City of San Rafael Nlarch 3, 2016 Product: Screen Check Comments: TBD hours Schedule: TBD 5.3 Manage preparation of Final EIR. Manage distribution of Final EIR. Manage certification of Final EIR and manage/prepare findings. Manage approval process for Final EIR. Prepare/distribute Notice of Determination (NOD). If required, LAK would manage Mitigation Monitoring or reporting as defined by the County. Product: Printed Final EIR, NOD: TBD hours Schedule: TBD hours Meeting: Planning Commission / City Council Hearing Kaiser Medical Offices EIR: (estimate: based on final scope of improvements and will be submitted after completion of Initial Study and submittal of formal plans) LAK Associates already carries the level of insurance required by the City of San Rafael. REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT (Agreement) is entered into this -i /-7 / UP ("Effective Date"), between KAISER PERMANENTE ("Developer"), and the CITY OF SAN RAFAEL, a municipal corporation organized and existing under the laws of the State of California ("the City"). RECITALS A. Developer is preparing to submit an application for approval of an amendment to the current Planned Development (PD) District for 1600 and 1650 Los Gamos Ave, in order to create a separate PD Zoning District for 1650 Los Gamos, separating it from the current PD which covers both sites. In addition, the application will request a PD Rezoning to allow the conversion of the existing general office building into use as a medical office building. Lastly, Developer is preparing application for Environmental and Design Review Permit for the construction of anew multi-level parking structure on the adjacent surface parking lot for use by Kaiser Permanente ("the proposed project"). B. Pursuant to the City's comprehensive planning and environmental review process, the City has tentatively determined that the proposed project will require the following permits and land use entitlements [mark those applicable]: [X] Environmental and Design Review [ ] Variance [X] Use Permit [ ] Major Subdivision/Tentative Map [ ] Minor Subdivision/Tentative Map [ ] Sign Review/ Sign Program/Amendment [X] Zoning Change/Planned Development [X] Environmental Impact Report C. Due to the current work load of the City's Community Development Department and the aggressive timeline requested by the Developer, the City must hire a Contract Planner to serve as "Project Planner" for this project and facilitate the review of the proposed project on the condition that Developer reimburse the City for its costs incurred in connection with these outside vendors ("Contract Planner"). D. In addition, due to the complexity of the environmental review process and the expertise required to comply with the California Environmental Quality Act (CEQA), the City must hire an Environmental Consulting firm to provide CEQA guidance and prepare an Initial Study in accordance with CEQA on the condition that Developer reimburse the City for its costs incurred in connection with these outside vendors ("Contract CEQA Consultant"). D. California Public Resource Code Section 21082.1 authorizes the City to employ a Contract Planner and Contract CEQA Consultant to provide planning and environmental review Page 1 of 7 N services, including preparation of the environmental documents required by the California Environmental Quality Act (CEQA) for the proposed project. E. California Government Code Section 66014, California Public Resource Code Section 21089, and San Rafael Municipal Code Section 3.34.40 entitle the City to recover its costs of processing the applications for the land use entitlements required for the proposed project, including but not limited to the cost of the City's preparation and review of all required environmental documents. Accordingly, the City is entitled to recover its Contract Planner and Contract CEQA Consultant costs from Developer. F. This Agreement is intended to set forth procedures and a funding mechanism for Developer's payment of all planning and environmental consulting costs that will be incurred in connection with the proposed project. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereby agree as follows: TERMS OF REIMBURSEMENT AGREEMENT 1. Recitals Incomorated. The foregoing recitals are incorporated into this Agreement. 2. Reimbursement. The City will contract directly with Contract Planner to provide planning and environmental consulting services for the proposed project. Developer agrees to reimburse the City for all Contract Planner costs that the City incurs which are related to the proposed project. The Contract Planner costs may include charges for various independent contractors working under Contract Planner's supervision (for example, traffic engineering consultants, biological study consultants, etc.). Developer agrees that the Contract Planner and reimbursement charges will be separate and are in addition to the City's other processing and development fees to be charged to and paid by Developer pursuant to San Rafael Municipal Code Section 3.34.40. 3. Proiect Reimbursement Account. The contract amount of the proposed project includes one contract, for serving as contract planner and preparation of the CEQA documentation required for the project. The budget and billing will be separated by the two tasks, project planner and CEQA planner. A. The initial contract amount of the Contract Planner is $70,000 ("the contract amount"). Developer shall pay 50% of the Contract Amount ($35,000.00) to the City within 15 days of receiving the City's request, for deposit to a non-interest-bearing Reimbursement Account that will be created by the City's Finance Department for the proposed project. This amount does not include the planning application submittal fees that would be required for this project and are required to cover City staff time associated with oversight and supervision of the Contract Planner. The application fees will be based on the scope of the project, once finalized by the Developer, but may include Planned Development Rezoning, Design Review Permit, Use Permit Page 2 of 7 Amendment, and Sign Program amendment. These application fees shall be paid at the time of submittal of the formal applications and shall be paid by a separate check. The City will hold Contract Amount funds in the Reimbursement Account and charge invoices received from Contract Planner against the Reimbursement Account. The City will provide Developer with copies of all such invoices, however, Developer agrees that the City may redact portions of the Contract Law Firm invoices to protect the City's attorney-client privilege. Developer agrees to continue making such payments until the City is reimbursed for all the Contract Planner costs related to the proposed project. The City will hold any funds remaining in the Reimbursement Account until the City's processing of the proposed project is completed. Although the Reimbursement Account is primarily intended to fund the costs related to Contract Planner, Developer agrees that the City may collect any unpaid development fees and charges related to the proposed project from the funds in the Reimbursement Account. Any remaining funds in the Reimbursement Account after payment of all fees and costs related to the proposed project shall be refunded to Developer. B. The City will hold Contract Amount funds in the Reimbursement Account and charge invoices received from Contract Planner against the Reimbursement Account. The City will provide Developer with copies of all such invoices, however, Developer agrees that the City may redact portions of the invoices to protect the City's attorney- client privilege. Within 15 days of Developer's receipt of the City's written notice that the Reimbursement Account has been reduced to a balance of less than $5,000.00, Developer agrees to pay the remaining 50% of the Contract Amount ($35,000.00) to the City to replenish the Reimbursement Account. Developer agrees to continue making such payments until tie City is reimbursed for all the Contract Planner costs related to the proposed project. The City will hold any funds remaining in the Reimbursement Account until the City's processing of the proposed project is completed. Although the Reimbursement Account is primarily intended to fund the costs related to the Contract Planner, Developer agrees that the City may collect any unpaid development fees and charges related to the proposed project from the funds in the Reimbursement Account. Any remaining funds in the Reimbursement Account after payment of all fees and costs related to the proposed project shall be refunded to Developer. C. Once the scope and extent of the environmental conditions are identified through the Initial Study, a revised contract with Contract planner for the preparation of the Environmental Impact Report (EIR) will be prepared and this agreement will be revised. Once the scope of the EIR is identified and the contract with the contract/environmental planner, there will be a 25% Initial Study/EIR administrative required to cover City staff time associated with review of EIR and administration of contract. This 25% administrative fee will be based on the eventual budget for the preparation of the EIR and shall be paid at the time of submittal of the fund for the EIR contract and shall be by a separate check. Page 3 of 7 4. Automatic Withdrawal of Application. Developer's failure to make the payments required by the provisions of Section 3 of this Agreement shall result in an automatic withdrawal of the application for the proposed project. Notwithstanding such automatic withdrawal, Developer shall remain responsible for all amounts due pursuant to this Agreement and shall submit the same for payment to the City within 30 days of the City's demand for payment. After automatic withdrawal of the application pursuant to this Section, should Developer desire to re -apply for approval of the proposed project, City will require that Developer pay all regular City fees then applicable to initiate processing of a new application. Should Developer fail to make the payments required under this Agreement, or otherwise breach this Agreement, the City will not be obligated to complete any environmental review that has been initiated with respect to the proposed project. 5. Bindina Effect of Aareement. This Agreement inures to the benefit of and binds the parties to this Agreement and their respective agents, employees, successors, and assigns. 6. Relationship of Parties. Contract Planner (and their agents and employees) are not employees of the City but instead are independent contractors. b. Contract Planner shall act solely on behalf of the City and shall not be consultants to, representatives of, or agents of Developer. Developer agrees not to communicate with or contact Contract Planner (or any of their respective consultants, agents, or employees) without prior written authorization from the City. c. Developer agrees that this Agreement and any document executed in connection herewith shall not cause Developer and the City to become joint venturers or partners. d. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns and does not, nor is it intended to, create any rights in favor of or obligation owing to any third parties. 7. No Entitlements Granted. This Agreement provides no legal or vested right to Developer to secure approval of any development plan, any particular environmental determination under CEQA, or any particular permit or land use entitlement. Accordingly, Developer understands and agrees that in the performance of their services, including the preparation and review of all necessary environmental documents, Contract Planner will be as accurate and objective as reasonably possible. The City may determine during the course of processing of the proposed project application that final approval will require issuance of other permits in addition to those listed in Recital B of this Agreement, due to changes in the applicable state law, City Municipal Code, changes to the proposed project, or otherwise. Due to the nature of the required environmental and planning review, the City cannot predict with accuracy the total costs that the City will incur and charge to Developer concerning the proposed project. Developer agrees that it has not relied (and will not rely) on any estimates that the City may provide in this regard. Page 4 of 7 8. Notices. All notices required or provided by this Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid, return receipt requested, to the principal offices of the City and Developer. Notice shall be effective on the date it is delivered in person, or the date when the postal authorities indicate the mailing was delivered to the address of the receiving party indicated below: Notice to the City: Raffi Boloyan, Planning Manager City of San Rafael — Community Development Department 1400 5t Ave, 3`d Floor San Rafael, CA 94901 Notice to Developer: Catherine Reilly, Senior Land Use Manager National Facilities Services - Kaiser Permanente Kaiser Foundation Health Plan, Inc. 1950 Franklin Street - 12th Floor Oakland, CA 94612 9. Indemnification. Defense and Hold Harmless. With respect to any claim, action, or proceeding arising from this Agreement, Developer agrees to defend and indemnify the City and hold it harmless against all damages, costs and fees that may be incurred by the City 10. Amendments. No amendment of this Agreement shall be valid or binding unless made in writing, signed, and duly authorized on behalf of both parties. 11. Administrator. The City employee with responsibility for administering this Agreement is Raffi Boloyan, Planning Manager, or other employee as may be designated by the City's Community Development Director. 12. Integration Clause. This Agreement constitutes the full, final, complete and entire agreement between the parties with respect to the subject matter of this Agreement, and there are no other terms, obligations, covenants, representations, statements, or conditions except as set forth in this Agreement. No change or amendment to this Agreement will be effective unless in writing and signed by the parties to this Agreement. Failure to insist upon strict compliance with any term or provision of this Agreement will not be deemed to be a waiver of any rights under a subsequent act or failure to act. This Agreement specifically supersedes all prior agreements between the parties with respect to the subject matter of this Agreement. 13. Severabilitv Clause. Should any portion of this Agreement be declared void or unenforceable, such portion(s) shall be considered independent and severable from the remainder, and the validity of the remainder shall remain unaffected. 14. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 15. Public Record. This Agreement and all non -privileged documents prepared pursuant to this Agreement shall be maintained as public records. 16. Representation of Comprehension. In entering into this Agreement, the parties represent that they have read the Agreement, that they have had the opportunity to review the terms of the Agreement with counsel of their choosing, and that the terms of the Agreement are Page 5 of 7 understood and voluntarily accepted by them. If any dispute or ambiguity should arise in the future over the terms of this agreement, neither party will be deemed the drafter of this document. 17. Governine Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any, action arising out of or connected with this Agreement shall be instituted and maintained in the Marin County Superior Court. 18. Attorneys' Fees. In any action arising out of this Agreement, the prevailing party shall be entitled to costs (including non -statutory costs) and reasonable attorneys' fees from the non - prevailing party or parties. 19. Countemarts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument. 20. Authoritv. The person signing this Agreement for Developer hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Developer. Page 6 of 7 IN WITNESS WHEREOF this Agreement has been executed by the parties on the day and year first above written, CITY OF SAN RAFAEL Jim5jutz City Ma ger ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: DEVELOPER By:� Q j' Kaiser Permanen`ieJ Printed Name: Its: N- F- S T [ .� •� wl ��C C_iL Ks>�SL� (7C�vv�An�C.�T� La hxi L, �. .,.--,2 Ft::7 ROBERT F. EPSTEIN, Ci ttome Page 7 of 7 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft 3/16/16 agreement. 2 Contracting Department Forward final agreement to contractor for 3/16/16 their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for 4/4/16— Council approval, if Council approval Approved necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; On file bonds, and insurance certificates and endorsements. Wrady ' jY/�/,� 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original , agreement and forwards copies to the �2�1�V . contracting department. To be completed by Contracting Department: Project Manager: Raffi Bolovan Project Name: Kaiser at 1605 Los Gamos Planninp, and Environmental Review Services ,,/4 to Agendized for City Council Meeting of (if necessary): 3/21. 16 FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.