Loading...
HomeMy WebLinkAboutDudek Inc. - Consultant Agrmnt - 2-3-2023AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICES This Agreement is entered into, effective 2 3 Z 3 by and between the CITY OF FRESNO, a California unicipal corporation (City), KAISER FOUNDATION HEALTH PLAN, INC, a California corporation (Developer), and DUDEK INC, a California corporation (Consultant). RECITALS WHEREAS, the Developer will be submitting necessary applications for a medical office building, located along N. Corporate Drive, north of E. Locust Ave., located within the City of Fresno (Project); and WHEREAS, the Project will require various Land Use Approvals. For purposes of this Agreement, Land Use Approvals shall mean any benefits arising from any of the following; the approval of a General Plan Amendment, Rezone application, Tentative Tract Map, Conditional Use Permit and Development Permit and any document prepared pursuant to the California Environmental Quality Act (CEQA) or other law that is approved in conjunction with aforementioned land use entitlements; and WHEREAS, the City as the lead agency (CEQA Guidelines Section 15367) has determined it is in the best interest of the City and the Developer to have a consultant prepare an Initial Study to determine the appropriate environmental document pursuant to CEQA Guidelines; and WHEREAS, the Consultant will prepare and submit the draft documents to the City for review and the City, as necessary and appropriate in the City's sole discretion to further the preparation of a legally adequate Initial Study, will share the draft documents, in part or in whole, with the Developer; and WHEREAS, the Developer has agreed to have the Consultant prepare the Initial Study and any related documents required pursuant to CEQA Guidelines for the Project (collectively, the "Initial Study"); and WHEREAS, the Consultant is engaged in the business of furnishing technical and professional consulting and hereby represents it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, this Agreement will be administered for the City by its Director of the Planning and Development Department (Director) or designee. NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1. Scope of Services. The Consultant has submitted the scope of work, which includes a milestone timeline and a list of any subcontractors, to the City for its review and approval and shall diligently cooperate with the City in making changes to the scope of work until the City approves the scope of work. Upon the City approval of the scope of work, incorporated herein as Exhibit C, dated October DEV-B Three Party Agt FYI (09-2022) 12, 2022, the Consultant shall perform, to the satisfaction of the City, the services described in the scope of work including all work incidental to, or necessary to perform, such services even though not specifically described in the scope of work. The Consultant services shall include, but not be limited to, consultation with the City staff and the Developer, management of necessary subconsultants, presentations at public hearings, and other related tasks as described in the scope of work. The Consultant shall work solely under the general direction of the City's Planning and Development Department, Assistant Directors, Planning Managers, and respective staff in the preparation of the Initial Study required by CEQA. With the express approval from the City's Planning and Development Department, Assistant Directors, Planning Managers, and respective City staff as appropriate, the Consultant may consult with the Developer as needed to facilitate timely preparation of an accurate and legally defensible environmental document. The Consultant shall not make any changes to documents to be prepared within the scope of work without written approval of the City which may be provided via electronic mail. The Consultant shall hire all subcontractors. In the event certain technical reports were prepared by the Developer to complete the City's application, these reports may be utilized by the Consultant provided the methodology and information contained therein meets the standard of adequacy for environmental analysis under CEQA. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the date first set forth above and shall continue in full force and effect through the complete rendition of the services hereunder, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Paragraph 1 of this Agreement are to commence upon the effective date first set forth above, and shall be undertaken and completed in a sequence assuring expeditious completion. 3. Authority and Regulation of Communications. The City shall have final authority over the scope of work, and the environmental document preparation process and content. The City shall coordinate all communication between the Consultant and the Developer to obtain project information and/or make public presentations related to the preparation of the initial study and environmental findings. Communications between the Developer and the Consultant shall occur in accordance with Section 1 above. 4. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization other than the Developer by the Consultant without the prior written approval of the Director. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone, other than the Developer, any Confidential Information. The term Confidential Information forthe purposes DEV-B Three Party Agt FYI (09-2022) 2 of this Agreement shall include all proprietary and confidential information of the City and the Developer, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, trade secrets, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City and/or the Developer, as applicable. (b) Any and all writings and documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement with copies made available to the Developer. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 4. This Section shall survive expiration or termination of this Agreement. 5. Compensation. (a) All costs associated with the Consultant's performance of the services described in the scope of work including all work incidental to, or necessary to perform, such services even though not specifically described in the scope of work, shall be paid by the Developer under a separate agreement with the Consultant. The City shall not be liable, either jointly or severally, for any costs incurred to perform the work set forth in the Scope of Work attached as Exhibit C, including preparation of the Initial Study and any other environmental document currently the subject of this Agreement or as the Agreement may later be amended that is the subject of this Agreement. (b) The Consultant shall provide the City with all invoices the Consultant submits to the Developer for payment or reimbursement. The Consultant shall submit the copies of these invoices at the same time said invoices are first submitted to the Developer for payment. 6. Termination. (a) This Agreement shall terminate without any liability of the City to the Consultant or the Developer upon the earlier of: (i) the Consultant's filing for protection under the Federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) expiration of this Agreement, or seven calendar days' prior written notice with or without cause by the Developer to the Consultant and the City. (b) Immediately upon any termination or expiration of this Agreement, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately DEV-B Three Party Agt FYI (09-2022) 3 cause any and all of its subcontractors to cease work; and (iii) return to the City any and all properties and materials in the possession of the Consultant that are owned by the City and/or the Developer, as applicable. 7. Subsequent Consultant. If a subsequent consultant is required to perform the work contemplated by the Agreement, the Developer shall select the subsequent consultant and the City shall have the right to evaluate and approve or disapprove the subsequent consultant selected by the Developer. 8. Discretionary Governmental Actions. Certain planning, land use, zoning and other permits and public actions required in connection with the Project including, without limitation, the Land Use Approvals, the environmental review and analysis under CEQA or any other statute, and other transactions contemplated by this Agreement are discretionary government actions. Nothing in this Agreement obligates the City or any other governmental entity to grant final approval of any matter described herein. Such actions are legislative, quasi-judicial, or otherwise discretionary in nature. The City cannot take action with respect to such matters before completing the environmental assessment of the Project under CEQA and any other applicable laws. The City cannot and does not commit in advance that it will give final approval to any matter. The City shall not be liable, in law or equity, to the Consultant, the Developer or any of the Initial Study or subsequent environmental documents preparers, administrators, transferees, subcontractors, successors -in -interest or assigns for any failure of any governmental entity to grant approval on any matter subject to discretionary approval. 9. Confidential Information. Except as provided for in this section, any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant other than the Developer without the prior written approval of the Director or the City's City Manager and the Developer; unless required by law and the timeframe in such a case it is not feasible to obtain prior written consent, although in such a case, the Consultant must immediately notify the Director or the City's City Manager of the request or subpoena for such information and immediately deliver via facsimile or e-mail any legal documents supporting the demand for said information. The Consultant shall provide copies of administrative draft documents in connection with the Project's environmental review to the City under the scope of work. The City shall then distribute administrative draft documents to the Developer. The Developer's comments regarding the administrative documents shall be submitted only to the City, within timeframe established by the City, and the City shall forward to the Consultant. This section shall not supersede the provisions of California Public Resources Code Section 21167.6 regarding the required contents of the record of proceedings. 10. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the Consultant is skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done DEV-B Three Party Agt FYI (09-2022) 4 by it under this Agreement, the City relies upon the skill of the Consultant to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services. Therefore, acceptance of such services by the City shall not operate as a release of the Consultant from said professional standards. 11. Indemnification. (a) To the furthest extent allowed by law, the Developer shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, the Developer or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of a violation of the California Environmental Quality Act relating to the Project. The Developer's obligations under the preceding sentence shall apply regardless of whether the City or any of its officers, officials, employees, agents, or volunteers are negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of the City or any of its officers, officials, employees, agents, or volunteers. If a claim, demand or action at law or equity arise within the scope of this provision, the City and the Developer shall mutually agree on defense counsel. If the Developer should subcontract all or any portion of the work to be performed under this Agreement, the Developer shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. (b) To the furthest extent allowed by law, the Consultant shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers from liability for damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, the Consultant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses incurred by, or awarded against, the City, including plaintiff's attorney's fees), arising out of the Consultant's negligence in the performance of this Agreement. The Consultant's obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct of the City or any or its officers, officials, employees, agents, or volunteers, or by any third party. (c) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant DEV-B Three Party Agt FYI (09-2022) 5 shall require each subconsultant to indemnify, defend, protect and hold harmless the City and provide the warranties and waivers in accordance with all provisions of this section. (d) This section shall survive expiration or termination of this Agreement. 12. Insurance. (a) Throughout the life of this Agreement, the Developer and the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit A or as may be authorized, and any additional insurance as may be required, in writing by the City's Risk Manager or designee at any time and in its sole discretion. (b) If at any time during the life of the Agreement or any extension, the Developer or the Consultant or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Developer or the Consultant of their responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by the Developer and the Consultant shall not be deemed to release or diminish the liability of either the Developer or the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Developer or the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Developer or the Consultant and their principals, officers, agents, employees, persons under the supervision of the Developer or the Consultant, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) Upon request of the City, the Developer and the Consultant shall immediately furnish the City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. DEV-B Three Party Agt FYI (09-2022) 6 (e) If the Developer should subcontract all or any portion of the services to be performed under this Agreement, the Developer shall require each subcontractor to provide insurance protection in favor of the City and each of its officers, officials, employees, agents, and authorized volunteers in accordance with the terms of this section and Exhibit A, except that any required certificates and applicable endorsements shall be on file with the Developer and the City prior to the commencement of any services by the subcontractor. (f) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to provide insurance protection in favor of the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of this section and Exhibit A, except that any required certificates and applicable endorsements shall be on file with the Consultant, the Developer and the City prior to the commencement of any services by the subcontractor. 11 Notifications and Cooperation bV the City_. The City shall notify the Developer and/or the Consultant within a reasonable period of time of its receipt of any demand, claim, action, proceeding, or litigation arising from liability for damages arising out of either the Developer and/or the Consultant's negligence in which the City is to be indemnified and held harmless by the Developer or the Consultant pursuant to Section 11 of this Agreement. If the City requests that the Developer or the Consultant defend the City, the City shall notify the Developer or the Consultant in writing within a reasonable period of time of its receipt of any such demand, claim, action, proceeding, or litigation and the City shall cooperate fully in such defense. 14. The City and the Developer shall mutually select the attorney or attorneys who will defend the City. The Consultant agrees to accept such selection. The Developer further agrees to be fully responsible for any and all reasonable costs and attorney's fees generated by the City's attorney(s) in the defense of the City in any claim, demand, action, proceeding, or litigation from liability for damages arising out of the Developer's negligence. The Consultant further agrees to be fully responsible for any and all reasonable costs and attorney's fees generated by the City's attorney(s) in the defense of the City in any claim, demand, action, proceeding, or litigation from liability for damages arising out of the Consultant's negligence. 15. The City's Participating In Defense. Nothing contained herein shall prohibit the City, in its sole discretion, from participating in the defense of any demand, claim, action, proceeding, or litigation over and above representation by outside counsel, or from participating in the defense of any demand, claim, action, proceeding, or litigation. If City elects to also defend, it shall do so in good faith. In no event shall City's participation in the defense of any demand claim, action, proceeding, or litigation affect the obligations imposed upon the Developer and the Consultant in Section 11 of this Agreement. DEV-B Three Party Agt FYI (09-2022) 7 16. Conflict of Interest and Non -Solicitation. (a) Prior to the City's execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit B. During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) Federal, State and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City's City Manager, if no actual or potential conflict is involved. (d) The Consultant represents and warrants it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (e) The Consultant is not directly retained by the City. The Consultant has no interest in the approval of the Project. The Consultant is able to perform the work outlined in the Agreement without conflict. This interest is in accordance will all applicable laws and is being fully disclosed. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of Section 16 of this Agreement in each subcontract and require its subcontractors to comply therewith. (g) Section 16 of this Agreement shall survive expiration or termination of this Agreement. DEV-B Three Party Agt FYI (09-2022) 8 17. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or designee. (b) Records of the Consultant's expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of the Consultant pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. Section 17(b) of this Agreement shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement or that no license is required. If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement, or that no license is required before beginning work. 18. Nondiscrimination. To the extent required by controlling Federal, State and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows: (a) The Consultant will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, or status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during DEV-B Three Party Agt FYI (09-2022) 9 employment, without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant's employment practices including, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers' representatives of the Consultant's commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 19. Independent Contractor. In the furnishing of the services provided for herein, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control, supervise, or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify the Consultant is performing its obligations in accordance with the terms and conditions thereof. (a) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City's express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof. (b) Because of its status as an independent contractor, the Consultant and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the DEV-B Three Party Agt FYI (09-2022) 10 Consultant shall be solely responsible, indemnify, defend and hold the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant's employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered to employees of the City whether arising by reason of any common law, de facto, leased, or co - employee rights or other theory. The Consultant shall be solely liable and responsible for ensuring that its officers, agents, and employees are in compliance with federal immigration laws. The Consultant is required to furnish the City, upon reasonable request, copies of Forms 1- 9 and supporting documentation for all officers, agents, and employees performing work services relating to this Agreement. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement. 20. Notices. Any notice required or intended to be given to any party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by email followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, or by overnight delivery via a nationally or regionally recognized courier with confirmation of receipt, addressed to the party to which notice is to be given at the party's address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served, by United States mail, in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 21. Binding. Once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of all parties and each party" respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 22. Assignment. This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City's City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City's City Manager or designee. 23. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times use due professional care to comply with all applicable laws of the United States, the State of California and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. 24. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent DEV-B Three Parry Agt FYI (09-2022) 11 breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 25. Governing Law and Venue. This Agreement and the documents referred to herein shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 26. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify, or add to the interpretation or meaning of the provisions of this Agreement. 27. Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions, which shall remain in full force and effect. 28. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. Accordingly, the parties hereby waive the benefit of California Civil Code §1654 and any successor or amended statute, providing that in the case of uncertainty, language of the contract should be interpreted most strongly against the party who advised the uncertainty to exist. 29. Attorney's Fees. If any party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney's fees and legal expenses. For the purposes of this Agreement, "attorneys' fees and legal expenses" includes, without limitation, paralegals' fees and expenses, attorneys, consultants fees and expenses, expert witness fees and expenses, and all other expenses incurred by the prevailing party's attorneys in the course of the representation of the prevailing party in anticipation of and/or during the course of litigation, whether or not otherwise recoverable as "attorneys' fees" or as "costs" under California law, and the same may be sought and awarded in accordance with California procedure as pertaining to an award of contractual attorneys' fees. 30. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 31. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or DEV-B Three Party Agt FYI (09-2022) 12 conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement shall be null and void. 32. CLIMUlative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 33. Extent of Agreement. Each party acknowledges they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by the City, the Developer, and the Consultant. 34. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] DEV-B Three Party Agt FYI (09-2022) 13 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written. CITY OF FRESNO, A California municipal corporation By: 1. Je ' er . Clark, Director, PI ping and Development Department KAISER COUNDATION HE4LTH PLAN, INC A Californiaow- Terry By: J. Wood Vice President, Real Estate APPROVED AS TO FORM: DUDEK INC, CITY A Y' I)CE A California corporation —�? City ttorne By: By: /Z3 Jos onaco M.� ate President and CEO Supv./Sr. Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk Ilk - V r ❑ate oil DEV-B Three Party Agt FYI (09-2022) 14 Addresses: City: Planning and Development Department Chris Lang Planner III 2600 Fresno Street, Room 3043 Fresno, CA 93721-3604 Phone: (559) 621-8023 E-mail: Chris.Lang@fresno.gov Addresses: Developer: Kaiser Foundation Health Plan Attention: Tina Wehrmeister Sr. Land Use Manager 1950 Franklin St., 12th Floor Oakland, CA 94612 Phone: (341)766-4284 E-Mail: tina.x.wehrmeister@kp.org Dudek Attention: Christine Kronenberg Principal 1102 R Street Sacramento, CA 95811 Phone: (916)438-5314 E-mail: ckronenberg@dudek.com Attachments: Exhibit A - Insurance Requirements Exhibit B - Disclosure of Conflict of Interest Form Exhibit C - Scope of Work DEV-B Three Party Agt FYI (09-2022) 15 EXHIBIT A INSURANCE REQUIREMENTS Consultant Service Agreement between CITY OF FRESNO and KAISER FOUNDATION HEALTH PLAN, INC. and DUDEK, INC Project: Medical Office Building at N. Corporation Dr. and E. Locust MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for "bodily injury," "property damage" and "personal and advertising injury" with coverage for premises and operations (including the use of owned and non - owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under "Minimum Limits of Insurance." 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non -owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4. Professional Liability (Errors and Omissions) insurance appropriate to Consultant's profession. MINIMUM LIMITS OF INSURANCE Developer and Consultant, or any party the Developer and Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: Developer and Consultant must both provide the following COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate. 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. DEV-B Three Party Agt FYI (09-2022) 16 3. Workers' Compensation Insurance as required by the State of California with statutory limits. 4. EMPLOYER'S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. Only Consultant must provide: 5. PROFESSIONAL LIABILITY (Errors and Omissions): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event Developer or Consultant purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF -INSURED RETENTIONS Developer or Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Developer or Consultant shall also be responsible for payment of any self -insured retentions. Any deductibles or self -insured retentions must be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager or designee. At the option of the City's Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City, its officers, officials, employees, agents, and volunteers; or (ii) Developer or Consultant shall provide a financial guarantee, satisfactory to City's Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be responsible for the payment of any deductibles or self - insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. Developer and Consultant shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26 04 13, CG 20 12 04 13 or by an executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms referenced above. 2. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents, and volunteers. DEV-B Three Party Agt FYI (09-2022) 17 Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. For any claims relating to this Agreement, Developer and Consultant's insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Developer and Consultant's insurance and shall not contribute with it. Developer and Consultant shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Developer and Consultant and their insurers shall waive any right of subrogation against City, its officers, officials, employees, agents, and volunteers. If the Professional Liability Errors and Omissians insurance policV is written on a claims made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Consultant. 2. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five-year discovery period. 3. If coverage is canceled or non -renewed, and not replaced with another claims - made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by Consultant, Consultant must purchase "extended reporting" coverage for a minimum of five years' completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to City for review. 5. These requirements shall survive expiration or termination of the Agreement. All policies of irisurai7ce required herein shall be endorsed to provide that the coverage shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty calendar days' written notice by certified mail, return receipt requested, has been given to City. Developer and Consultant are also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits, Developer and Consultant shall furnish City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for City, Developer, and Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. DEV-B Three Party Agt FYI (09-2022) 18 Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by Developer and Consultant shall not be deemed to release or diminish the liability of Developer and Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Developer and Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Developer and Consultant, its principals, officers, agents, employees, persons under the supervision of Developer or Consultant, vendors, suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS - If the Consultant/Developer should subcontract all or any portion of the services to be performed under this Agreement, the Consultant/Developer shall require each subcontractor to provide insurance protection in favor of the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of Exhibit A, except that any required certificates and applicable endorsements shall be on file with the Consultant, the Developer and the City prior to the commencement of any services by the subcontractor. VERIFICATION OF COVERAGE Developer and Consultant shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City's Risk Manager or designee prior to City's execution of the Agreement and before work commences. All non -ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Developer and Consultant shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. DEV-B Three Party Agt FYI (09-2022) 19 EXHIBIT B DISCLOSURE OF CONFLICT OF INTEREST Medical Office Building at N. Corporation Dr. and E. Locust YES* NO 1 Are you currently in litigation with the City of Fresno or any of ❑ ■ its agents? 2 Do you represent any firm, organization, or person who is in ❑ ■ litigation with the City of Fresno? 3 Do you currently represent or perform work for any clients who ❑ ■ do business with the City of Fresno? 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with ❑ ■ the City of Fresno, or in a business which is in litigation with the City of Fresno? 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee ❑ ■ who has any significant role in the subject matter of this service? 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in ❑ ■ connection with this Project? * If the answer to any question is yes, please explain in full below. Explanation: Si na e Date Joseph Monaco. President and CEO Name Dudek Company 1102 R Street Address Sacramento CA 95811 City, State Zip ❑ Additional page(s) attached. DEV-B Three Party Agt FYI (09-2022) 20 _ 7 ® DATE (MMIDD/YYYY) ACQIR© CERTIFICATE OF LIABILITY INSURANCE 12/08/2022 16ft_� THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH RISK & INSURANCE SERVICES NAME FOUR EMBARCADERO CENTER, SUITE 1100 PHONE FAX A1C No CALIFORNIA LICENSE NO.0437153 EdNAlL AnDREss: SAN FRANCISCO, CA 94111 INSURERS AFFORDING COVERAGE NAIC # CN101483686-NCAL-CAS-22-23 GLALW CA INSURER A: Safety National Casualty Corp. 15105 INSURED INSURER B : KAISER FOUNDATION HEALTH PLAN, INC. KAISER FOUNDATION HOSPITALS INSURER C : ONE KAISER PLAZA, 25B INSURER D : OAKLAND,CA 94612 INSURER E i.re. f1c25T101^ATC KIIIR1DCo. QrA_nn17n1an1_nA R1=VICI(')N NIIMRFR• 9 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLISUBRI POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE POLICY NUMBER MM/DD MMIDD A MMERCIAL GENERAL LIABILITY GL4048017 01/01I2023 EACH OCCURRENCE $ 5,000,000 10,111,111, CLAIMS-MADE � OCCUR rp DAMA62 To PREMISES Ea occurrence $ 5,000,000 MED EXP An one person) 10,000 ^ ■ ��� PERSONAL & ADV INJURY $ 5,000,000 A PPR U VY■ GENERALAGGREGATE $ 5,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: jgy L1Zbefh SOIOfZa/1O at 4:16 pm, Dec 12, 2022 PRODUCTS -COMP/OP AGG $ 5,000,000 X POLICY JEC LOC JECT $ OTHER: I A AUTOMOBILE LIABILITY CA6675880 01/01/2022 01/01/2023 COMaBpaEeDtS1NGLELIM[T fIERA g 4,000,000 BODILY INJURY (Per person) $ X ANY AUTO $1,000,000 SIR BODILY INJURY (Per accident) $ OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTYDAMA.GE Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ ElEXCESS AGGREGATE $ LIAB CLAIMS -MADE DED I I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) NIA X SP4066154 S.I.R. $5,000,000 1l 1i 2 01/01I2023 X g ATUTE OER E.L. EACH ACCIDENT $ 5,000,000 E.L. DISEASE - EA EMPLOYEE $ 5,000,000 E.L. DISEASE - POLICY LIMIT $ 5,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) REQUEST RC006928 REGARDING FSA MOB AT E. LOCUST AVE. @ ORCHARD ST, FRESNO, CA 93726. CITY OF FRESNO IS INCLUDED AS ADDITIONAL INSURED AS RESPECTS GENERAL LIABILITY TO THE EXTENT REQUIRED BY WRITTEN CONTRACT. THE GENERAL LIABILITY AND AUTOMOBILE LIABILITY POLICIES ARE PRIMARY AND NON-CONTRIBUTORY WHERE REQUIRED BY WRITTEN CONTRACT. POLICIES INCLUDE A WAIVER OF SUBROGATION WHERE REQUIRED BY WRITTEN CONTRACT AND ALLOWED BY LAW. r1=RT11=lrATF wni nFR CANCELLATION CITY OF FRESNO 2600 FRESNO STREET FRESNO, CA 93721 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL AUTOMOBILE COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): Person(s) or Organizaticn(s) as required by written contract. Any individually scheduled Designated Additional Insured shall not be construed to override nor negate this blanket Designated Additional Insured. CHANGE The person(s) ororganization(s) shown in the Schedule above with whom you have agreed in a written contract to provide insurance such as is afforded under this Coverage Form, is included as an Additional Insured subject to the below: (1) Insurance for such Additional Insured(s) scheduled above shall be afforded only to the extent that such Additional Insured is liable for "bodily injury" or "property damage" arising out of your operations and resulting from the ownership, maintenance or use of covered "autos" by you while the covered "autos" are on premises owned or leased by the above scheduled Additional Insured(s). (2) The insurance afforded under this Coverage Form to such Additional Insured(s) applies only: (a) If the "accident" takes place subsequent to the execution and effective date of such written contract: and, (b) While such written contract is in force, or until the end of the policy period, which ever occurs first. (3) How Limits Apply to Additional Insured(s) The most we will pay on behalf of the Additional Insured(s) scheduled above is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or, (b) The Limits of Insurance provided by the Coverage Form. The amount we will pay on behalf of such Additional Insured(s) shall be a part of, and not in addition to, the Limits of Insurance shown in the Coverage Form Declarations and described in this section. Such amount will thus not increase the Limits of Insurance shown for the Coverage Form. (4) Exclusions (a) This endorsement does not apply to liability of the Additional Insured which arises out of the ownership of transportation operating rights granted to the Additional Insured by public authority. (b) This endorsement does not apply to the liability of the owner or anyone else from whom you hire or borrow a covered auto. SNCA 026 10 13 Safety National Casualty Corporation Page 1 of 2 (5) Obligations at the Additional Insured's Own Cost No Additional Insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. The Additional Insured(s) scheduled above shall be subject to all other conditions set forth in the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01/01/2022 Policy No. CA 6675880 Endorsement No. Named Insured KAISER FOUNDATION HEALTH PLAN, INC. Premium$ Included Insurance Company Safety National Casualty Corporation Countersigned By Page 2 of 2 Safety National Casualty Corporation SNCA 026 10 13 POLICY NUMBER: CA 6675880 COMMERCIAL AUTO CA 04 49 11 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance — Primary And Excess Insurance Provisions in the Motor Carrier Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage is primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". B. The following is added to the Other Insurance Condition in the Auto Dealers Coverage Form and supersedes any provision to the contrary: This Coverage Form's Covered Autos Liability Coverage and General Liability Coverages are primary to and will not seek contribution from any other insurance available to an "insured" under your policy provided that: 1. Such "insured" is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to such "insured". CA 04 49 11 16 © Insurance Services Office, Inc., 2016 Page 1 of 1 POLICY NUMBER: GL 4048017 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided underthefollowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): As required by written contract or agreement when such written contract or agreement is executed prior to an occurrence, offense or loss to which this endorsement applies, but only for the limits agreed to in such contract or the Limits of Liability provided by this policy, whichever is less. Any individually scheduled additional insureds shall not be construed to override nor negate this blanket additional insured. Information required to complete this Schedule, if not shown above will be shown in the Declarations. A. Section II — Who Is An Insured is amended tc include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions orthe acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Sect! on II1— Li mits Of I nsurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contractor agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT - PRIMARY BASIS This endorsement modifies insurance provided under the following Coverage Form: COMMERCIAL GENERAL LIABILITY PRODUCTS/COMPLETED OPERATIONS LIABILITY LIQUOR LIABILITY POLLUTION LIABILITY This endorsement changes the policy effective on the inception date of the policy unless another endorsement effective date is indicated below. SCHEDULE Name of Additional Insured Persons or Or anization s : As required by written contract or agreement when such written contract or agreement is executed prior to an occurrence, offense or loss to which this endorsement applies, but only for the limits agreed to in such contract or the Limits of Liability provided by this policy, whichever is less. Any individually scheduled additional insureds shall not be construed to override nor negate this blanket additional insured. Designated Project, Location, or Work of Covered Operations: As per written contract or agreement with the above described person(s) or organization(s). CHANGES SECTION II - WHO IS AN INSURED is amended to include: 4. The person(s) or organization(s) shown in the Schedule above with whom you have agreed in a written contract to provide insurance such as is afforded under this Coverage Form, is included as an Additional Insured subject to the below: a. Insurance for such Additional Insured(s) scheduled above shall be afforded only to the extent that such Additional Insured is liable for "bodily injury", "property damage" or "personal and advertising injury' caused by your acts or omissions while actively engaged in the performance of your ongoing operations involving the project(s), locations(s), or work designated in the Schedule and as specified in the contract between you and the above scheduled Additional Insured(s). b. The insurance afforded under this Coverage Form to such Additional Insured(s) applies only: (1) If the "occurrence" or offense takes place subsequent to the execution and effective date of such written contract: and, (2) While such written contract is in force, or until the end of the policy period, which ever occurs first. c. How Limits Apply to Additional Insured(s) The most we will pay on behalf of the Additional Insured(s) scheduled above is the lesser of: (1) The limits of insurance specified in the written contract or written agreement; or, (2) The Limits of Insurance provided by the Coverage Form. SNGL 023 1209 Safety National Casualty Corporation Page 1 of 2 The amount we will pay an behalf of such Additional Insured(s) shall be a part of, and not in addition to, the Limits of Insurance shown in the Coverage Form Declarations and described in this section. Such amount will thus not increase the Limits of Insurance shown for the Coverage Form. d. Obligations at the Additional Insured's Own Cost No Additional Insured will, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. SECTION IN — CONDITIONS is amended by deleting item a. Primary Insurance under 4.Other Insurance and replacing such item by the following, only with respect to insurance provided to the Additional Insured(s) shown in the above Schedule: a. Primary Insurance and/or Primary and Non -Contributory Insurance This insurance is primary if you have agreed in a written contract that this insurance is to be primary. If you have agreed in a written contract that this insurance is primary and non-contributory with the Additional Insured(s) own insurance, this insurance is primary and we will not seek contribution from that other insurance. The Additional Insured(s) scheduled above shall be subject to all other conditions set forth in the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 01/01/2020 Policy No. GL 4048017 Endorsement No. Named Insured KAISER FOUNDATION HEALTH PLAN, INC. Premium $ Included Insurance Company Safety National Casualty Corporation Countersigned By Page 2 of 2 Safety National Casualty Corporation SNGL 023 1209 0456 00 0113 (XWC) ENDORSEMENT BLANKET WAIVER OF SUBROGATION Effective 12:01 A.M., Local Time, January 01, 2022 In consideration of the payment of premium and adherence by both parties to the terms of this Agreement, it is hereby understood and agreed that the Recovery From Others section of this Agreement is amended to include the following additional language: The CORPORATION has the right to pursue subrogation recoveries from anyone liable for an injury covered by this Agreement. The CORPORATION will not enforce its right against any person or organization for whom the EMPLOYER performs work under a written contract that requires the EMPLOYER to obtain this agreement from the CORPORATION. All other terms, conditions, agreements and stipulations remain unchanged. Attached to and forming a part of Excess Workers' Compensation and Employers' Liability Insurance Agreement No. SP 4066154, issued by SAFETY NATIONAL CASUALTY CORPORATION of St. Louis, Missouri to KAISER FOUNDATION HEALTH PLAN, INC., ET AL, dated January 01, 2022. Endorsement No. 0456 00 0113 (XWC) SAFETY NATIONAL CASUALTY CORPORATION t President Secretary 7ATE (MM/DDIYYYY) -�►C"R" CERTIFICATE OF LIABILITY INSURANCE ��- 8i28/2023/17/2422 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endarsement(s). P CONTACT PRODUCER Lockton Companies HAMS: 444 W. 47th Street, Suite 900 PHOHE WC AI x : WC. No .- Kansas City MO 64112-1906 E-MAIL ADDREss• (816) 960-9000 INSURER S AFFORDING COVERAGE NAIC # kctsu@lockton.com INSURER A: Zurich American Insurance Compan 16535 INSURED DUDEK INSURERB: 1474539 605 THIRD STREET INSURER C ENCINITAS CA 92024 INSt}RER D INSURER E COVERAGES CERTIFICATE NUMBER: 18636664 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NSR TYPE OF INSURANCE INSD S LTR POLICY NUMBER MMtODlYYYY MMIDDIYYYY LIMITS A �+ COMMERCIAL GENERAL LIABILITY Y Y GLOO146311 8/28/2022 8/28/2023 EACH OCCURRENCE $ 1.000.000 WrE CLAIMS -MADE � OCCUR PRISES R occu l nce 100,000 APPROVED GEN'L AGGREGATE LIMIT APPLIES PER: By L1Zbefh SOIorzano at 8:28 am, Dec 14, 2022 POLICY � JE° 5XI LOC A AUTOMOBILE LIABILITY Y Y BAP0146329 ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY HAUTOS ONLY UMBRELLA LIAB OCCUR I I NOT APPLICABLE EXCESS LIAB ri nieec-nennr DED I I RETENTION $ WORKERS COMPENSATION A AND EMPLOYERS' LIABILITY Y I N ANY PROPRIETOR/PARTNER/EXECUTIVE N / A OFFICER/MEMBER EXCLUDED? (Mandatary in NH) If yes, describe under DESCRIPTION OF OPERATIONS below B PROFESSIONAL N LIABILITY Y I WC0146330 8/28/2022 1 8/28/2023 8/28/2022 1 8/28/2023 N I FEH591932835 INCL POLL 1 8/28/2022 1 8/28/2023 MED EXP (An one n) $ 10 000 PERSONAL BAOV INJURY $ 1000 000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ L UUU UUU COMBINED SINGLE LIMIT Ea aWdent $ 100a OOo BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $(x PROPERTY DAMAGE $ xxxxxxx Mar accidentl EACH OCCURRENCE $ A 7k kA_AA AGGREGATE $ KJl.X E.L. EACH ACCIDENT I 5 I UUU UUU E.L. DISEASE - EA EMPLOYEE $ 1.000.000 E.L. DISEASE - POLICY LIMIT 1 5 1,000,000 PER CLAIM $2,000,000 AGGREGATE $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS f VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached N Mors space is required) ALL OPPERATIONS; GENERAL LIABILITY AND AUTO LIABILITY ARE PRIMARY AND NON-CONTRIBUTORY. CITY OF FRESNO IS INCLUDED AS AN ADDITIONAL INSURED ON THE GENERAL AND AUTO POLICIES. WAIVER OF SUBROGATION IN FAVOR OF THE ADDITIONAL INSURED ON THE GENERAL, AUTO, AND WORKER'S COMPENSATION POLICIES, 30 DAY NOTICE OF CANCELLATION APPLIES, 10 DAYS NOTICE FOR NON-PAYMENT OF PREMIUM. CERTIFICATE HOLDER CANCELLATION See Attachments SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 18636664 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF FRESNO 2600 FRESNO ST FRESNO CA 93721 AUTHORIZED REPRESENTATI / Iq © 1988 015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code: D574648 Certificate ID: 18636664 Waiver Of Subrogation (Blanket) Endorsement Policy No. Eff. Date of Pot. Exp. Date of Pol. I Eff. Date of End. Producer Addl Prem. Return Prem. GLOO146311 8/28/2022 8/28/2023 8/28/2023 37385000 S INCL $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: If you are required by a written contract or agreement, which is executed before a loss, to waive your rights of recovery from others, we agree to waive our rights of recovery. This waiver of rights shall not be construed to be a waiver with respect to any other operations in which the insured has no contractual interest. U-GL-925-B CW (12/01) Page 1 of I Attachment Code: D574651 Certificate ID: 18636664 POLICY NUMBER: BAP0146329 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: DUDEK Endorsement Effective Date: 8/28/2022 SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION TO WHOM OR WHICH YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS OR ADDITIONAL INSURED STATUS ON A PRIMARY, NON-CONTRIBUTORY BASIS, IN A WRITTEN CONTRACT OR WRITTEN AGREEMENT EXECUTED PRIOR TO LOSS, EXCEPT WHERE SUCH CONTRACT OR AGREEMENT IS PROHIBITED BY LAW. Information re uired to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 2 Attachment Code: D574651 Certificate ID: 18636664 Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 2 of 2 Attachment Code: D574651 Certificate ID: 18636664 POLICY NUMBER: BAP0146329 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: DUDEK Endorsement Effective Date: 8/28/2022.. SCHEDULE Name(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION YOU ARE REQUIRED TO WAIVE YOUR RIGHTS OF RECOVERY IN A WRITTEN CONTRACT, AGREEMENT OR PERMIT WITH THE NAMED INSURED. Information required to complete this Schedule, if not shown above. will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Attachment Code: D574650 Certificate ID: 186,6664 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 WC0146330 Dudek 8/28/20228/28/2023 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION YOU ARE REQUIRED TO WAIVE YOUR RIGHTS OF RECOVERY IN A WRITTEN CONTRACT, AGREEMENT OR PERMIT WITH THE NAMED INSURED. WC 00 03 13 (Ed. 4-84) 1983 National Council on Compensation Insurance. Attachment Code: D589214 Certificate ID: 18636664 Other Insurance Amendment — Primary And Non -Contributory Policy No. Eff. Date of Pol. Exp. Date of Pol. 00146311 8/28/2022 8/28/2023 Eff. Date of End. 8/28/2022 Producer No. 37385000 ZURICHS AWL Prem Return Prem. INCL THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Named Insured: DUDEK Address (including ZIP Code): 605 THIRD STREET ENCINITAS CA92024 This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part 1. The following paragraph is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is primary insurance to and will not seek contribution from any other insurance available to an additional insured under this policy provided that: a. The additional insured is a Named Insured under such other insurance; and b. You are required by a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 2. The following paragraph is added to Paragraph 4.b. of the Other Insurance Condition of Section IV — Commercial General Liability Conditions: This insurance is excess over: Any of the other insurance, whether primary, excess, contingent or on any other basis, available to an additional insured, in which the additional insured on our policy is also covered as an additional insured on another policy providing coverage for the same 'occurrence", offense, claim or "suit". This provision does not apply to any policy in which the additional insured is a Named Insured on such other policy and where our policy is required by written contract or written agreement to provide coverage to the additional insured on a primary and non-contributory basis. All other terms and conditions of this policy remain unchanged. U-GL-1327-B CW (04/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. POLICY NUMBER: GLO 0146311-06 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION YOU ARE REQUIRED TO PROVIDE ADDITIONAL INSURED STATUS IN A WRITTEN CONTRACT, AGREEMENT OR PERMIT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. J A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement applicable Limits of Declarations. shall not increase the Insurance shown in the CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 DUDEK 1102 R STREET SACRAMENTO, CALIFORNIA 95811 T 916 443 8335 F 916.443.5113 October 12, 2022 Tina Wehrmeister Kaiser Permanente National Facilities Services 1950 Franklin Street, 12th Floor Oakland, CA 94612 Subject: Initial Study (per 15183 of the CEQA Guidelines) for the Kaiser Permanente Medical Office Building Project, Fresno, CA Dear Tina, Dudek appreciates the opportunity to provide you with a scope of work to prepare the environmental review for the proposed Kaiser Permanente Medical Office Building Project (proposed project [APNs 303-20-117 and 303- 20-111]) located at E. Locust Avenue and N. Corporate Drive in the City of Fresno (City). We are proposing to prepare an Initial Study (IS) consistent with Sections 15168 and 15183 of the CEQA Guidelines, which governs program EIRs and projects consistent with a general plan or community plan. The City's Fresno General Plan Program EIR (SCH# 2019050005) would serve as the basis for the IS to determine if project -specific impacts would occur that are not already adequately covered in the General Plan EIR. Similar to an Addendum, Section 15183 of the CEQA Guidelines does not require public circulation of the IS. However, if it is determined development of the site would result in any impacts that either are peculiar to the site and not previously addressed in the General Plan Environmental Impact Report (EIR) or cannot be mitigated to a less -than -significant level a Mitigated Negative Declaration (MND) or an EIR may be required. Dudek will prepare a mitigation monitoring and reporting program (MMRP) to capture any prior mitigation measures from the General Plan EIR that would be required to mitigate any project impacts. In addition, it is assumed the City, as lead agency for CEQA compliance will review and approve this scope of work to ensure it accurately reflects the City's requirements and understanding of the project. Based on a review of aerial imagery, the approximately 7-acre project site is undeveloped, with no buildings or other on -site structures. The site contains grass and appears to be regularly disked and no trees or other shrubs are visible. There are trees and shrubs adjacent to the western and northern project boundary along with a small section of the northern portion of the eastern boundary. E. Locust Avenue bounds the site to the south and a portion of N. Corporate Drive bounds the site to the east. A little league baseball park and detention basin are located to the west, a small office building is located to the north, a professional office complex that includes a number of dentists and optometrists is located to adjacent to the northeast, with undeveloped land located adjacent to the southeast. It is our understanding the proposed project involves the construction of a new approximately 147,000 square foot (sf) four-story medical office building (MOB), internal driveways, and a surface parking lot to accommodate up to 532 vehicles, which includes 20 accessible parking spaces and 15 electric vehicle charging stations. Staff would be directed to park in the northern portion of the site; however, parking for staff would not be restricted. SUBJECT: KAISER MOB - FRESNO INITIAL STUDY The MOB would provide provider offices and exam rooms including services for adult medicine, obstetrics and gynecology, pediatrics, dermatology, and oncology. In addition, a pharmacy, radiology, laboratory space a healthy living center, conference rooms, and a small cafe could be included. Vehicle access to the site would be from both E. Locust Avenue and N. Corporate Drive. The Fresno General Plan (adopted December 18, 2014; last amended May 2020) designates the site Office and the project site is zoned 0/EA/UGM (Office/Expressway Area/Urban Growth Management). The Office designation is intended for administrative, financial, business, professional, medical, and public offices. This designation is also considered compatible with existing residential neighborhoods given the lower noise and traffic levels generated compared to commercial uses (City of Fresno 2014). The project is consistent with the underlying land use designation and zoning. The City updated its General Plan in 2020 and prepared and certified a Program EIR (SCH #201905005) in 2021. The following is our preliminary scope of work, tentative schedule, and cost estimate to prepare an Initial Study for the project. Task 1: Project Initiation Dudek's project director, Christine Kronenberg, AICP, will oversee preparation of the IS assisted by Ronelle Candia who will be the day -today project manager. Prior to commencing work on the IS, Dudek can attend a virtual kick off meeting with City staff and the project applicant, Kaiser, to discuss project details including information needs, schedule, communication protocol, document deliveries, etc. For the purposes of this scope of work attendance at one one -hour virtual meeting is assumed. Task 2: Prepare Administrative Draft Initial Study The first deliverable will be preparation of a draft project description and project schedule to share with the City and Kaiser. Based on project information provided by Kaiser, Dudek will prepare a project description that describes the history of the project site, existing conditions present within the project boundaries, surrounding land uses, proposed uses, anticipated construction schedule, and requested approvals. The elements of the project including the proposed MOB infrastructure and utilities, design components, energy conservation features, construction activities and project phasing/schedule will all be described. A draft of the project description will be provided to City staff and Kaiser for review prior to commencing work on the IS to ensure the project description accurately represents the project. It is our understanding Kaiser will provide Dudek with the following information and technical reports: • Air Quality, Greenhouse Gas and Energy Technical Reports quantifying the project's air emissions and energy demands Analysis of vehicle miles traveled (VMT) ■ Soils/Geotechnical Report • Phase I Environmental Site Assessment (received) D U D E K OCTOBER 2022 SUBJECT KAISER MOB - FRESNO INITIAL STUDY • Drainage Information/Study (if available) • Noise Report (received) Dudek has previously prepared a Cultural Resources report and Biological Technical Memorandum that will both be updated as part of this project. Dudek will also peer review the technical reports provided by Kaiser and if there are any issues with the adequacy of the reports to support the IS, Dudek will prepare a memorandum identifying the issues and submit to the City and Kaiser. Dudek will prepare the IS checklist using the City's IS template. Project specific information provided by Kaiser, technical reports, and the City's General Plan and EIR will be referenced as the substantial evidence required to determine potential project impacts and used to address the IS checklist questions. Completion of the IS is dependent on receipt of requested project information and technical reports. Relevant information and reports that support the analysis will be appended to the IS. Dudek will not conduct any air quality, greenhouse gas, energy, noise, or traffic modeling forth e project and will rely on information provided by Kaiser's consultant VRPA to complete these sections of the IS. Dudek will peer review all technical studies provided by Kaiser's consultants for adequacy for use in the IS. If any issues are identified, Dudek will prepare a memorandum summarizing the issues of concern to be provided to Kaiser and the City. Information to quantify the project's water demand and estimated wastewater flow will be provided to Dudek. Deliverables e Dudek will distribute an electronic copy of the Project Description in Microsoft Word (MS Word) files for easy review and editing. No hard copies of the document will be provided. Only one round of internal review of the Project Description will be provided. Dudek will deliver an electronic copy of the Administrative Draft IS in MS Word files for easy review and editing. No hard copies of the document will be provided. Documentation that supports the analysis will be appended to the IS and included with this submittal. Dudek can also create a ShareFile site to allow City staff to review the IS online in real time. Task 3: Prepare Screencheck and Final Initial Study Dudek will respond to one set of consolidated comments provided by City staff on the Administrative Draft IS to prepare the Screencheck version. Dudek will prepare a Screencheck version of the IS for distribution to the City to ensure the document incorporates all requested revisions. Typically comments on a Screencheck document are minor and do not require significant updates or revisions to the analysis. If another version of the document, in addition to the Administrative Draft and Screencheck Draft is requested by City staff for review and comment, it may require an amendment to the contract. After receipt of City comments on the Screencheck, Dudek will prepare the final version of the IS. The IS will not require public review. D U D E K OCTOBER 2022 3 SUBJECT KAISER MOB - FRESNO INITIAL STUDY Deliverables • Dudek will provide the City with an electronic copy of the Screencheck IS in MS Word and a version in PDF. After receipt of any comments or edits Dudek will finalize the IS and provide the City with a final version in PDFand MS Word. No hard copies of the IS will be provided. Task 4: Prepare a MMRP Dudek will prepare a MMRP to include any mitigation measures from the City's General Plan EIR that would be required to mitigate any potential project impacts. The draft MMRP will be submitted to the City for review with the screencheck IS. Deliverables Dudek will provide the City with an electronic copy of the draft MMRP in MS Word. After receipt of any comments or edits Dudek will finalize the MMRP and provide the City with a version in PDF and in MS Word. No hard copies of the MMRP will be provided. Task 5: Project Management and Meetings Ms. Candia will coordinate interaction between the Dudek team, City staff, and Kaiser based on the communication protocol established as part of Task 1. In addition to overseeing internal staff, Ms. Candia will also manage document review, review monthly invoices and prepare required invoice documentation, update the project schedule, and complete other project management tasks. Over the life of the project an average of 1 hour per week of project management time is assumed. Attendance at a project initiation meeting and up to three calls with City staff and/or Kaiser is assumed during preparation of the IS. It is assumed if attendance at a Planning Commission hearing or City Council hearing is required during project review/approval Dudek would attend virtually. For the purposes of this scope of work Dudek has included a small contingency budget for attendance at any City hearings and other meetings, or if additional work is required that was nor anticipated. Dudek would only access this budget if approved by the City. Schedule A tentative schedule for completion of the IS is provided below in Table 1. Based on the City's guidelines, Kaiser and Dudek acknowledge and understand that the timeline is based off the date of formal acceptance of the project. A delay in receiving deliverables as outlined in the Scope of Work or multiple revisions will extend the timeline by the number of days equal to the period of the delay. It is anticipated completion of the IS may take up to four to five months. Table 1. Tentative Schedule Task 1: Project Initiation/Project Description 1 2-3 weeks City review 1 30 business days2 D U D E K OCTOBER 2022 4 SUBJECT: KAISER MOB - FRESNO INITIAL STUDY Task 2: Prepare AD IS' 4-6 weeks City review 30 business days Task 3: Prepare screencheck and final IS Prepare screencheck IS and MMRP 1-2 weeks City review 30 business days Prepare final IS and MMRP 1 week Total 20 - 24 weeks (5-6mos) Notes: i Completion of the AD IS is dependent on timely receipt of project information and technical reports and includes peer review of the technical reports. City review period is up to 30 business days. 3 it is assumed City review of the screencheck would be to confirm all revisions have been incorporated to the City's satisfaction prior to finalizing the IS. Cost Estimate The time and materials cost estimate would not exceed $35,085, including $445 in expenses and $3,508 in a contingency budget. Dudek will not bill for any task or work that is not performed if it takes less time to complete a task. The budget provided is valid for 90 days from the date of this letter. Table 2. Estimated Cost Task Task 1: Project Initiation/Project Description Cost $2,790 Task 2: Prepare AD IS $9,110 Update Biological Technical Memorandum $2,600 Update Cultural Report $3,240 Peer review technical reports $2, 740 Subtotal Task 2 $17,690 Task 3: Screencheck and final IS $7,085 Task 4: MMRP $2,060 Task 5: Project Management $5,015 Subtotal $34, 640 Expenses $445 Total $30,285 Contingency $3,508 Total + Contingency $35,085 Assumptions No hard copies will be provided. • Only one internal review version of the project description and IS will be prepared for internal review. Dudek will not respond to any written comments the City may receive on the IS because it is not required to be publicly circulated for review and comment. DUDEK OCTOBER 2022 SUBJECT: KAISER MOB - FRESNO INITIAL STUDY • Kaiser will provide Dudek with a project site plan and any requested project information and reports. ■ No site visit or attendance at in person meetings, with the exception of a biological and cultural site visit. • City will prepare and file the Notice of Determination with the County Clerk. + The City or Kaiser's consultant will provide either generation rates to calculate the project's water demand and wastewater or will provide Dudek with technical memorandums that provide this information. Should you have any questions about our proposal, please contact me at 916-438-5314 (0) 916.508-6455 (C) or at ckronenberg@dudek.com. Sincerely, Christine Kronenberg, AICP Principal D U D E K OCTOBER 2022 DUDEK 2022 Standard Schedule of Charges Engineering Services Project Director ................. .............................. ...... ....:............ $315.00/hr Principal Engineer III ......... ...........„....................... ........... ..... $285.00/hr Principal Engineer II.............................................................. $275.00/hr Principal Engineer I................................................................ $265.00/hr Program Manager ........... :...................................................... $255.00/hr Senior Project Manager......................................................... $255.00/hr Project Manager..................................................................... $245.00/hr Senior Engineer III .............................................. ..„................ $240.00/hr Senior Engineer II ................................. :... :............ ..._.......... $230.00/hr Senior Engineer I .......................... ......................................... $220.00/hr Project Engineer IV/Technician IV ..... ....................... ............ $210.00/hr Project Engineer III/Technician III ........... .............................. $200.00/hr Project Engineer II/Technician II............................................$185.00/hr Project Engineer I/Technician I..........................................:..$165.00/hr Senior Designer II................................................................... $190.00/hr Senior Designer I ....................... :.....,-.-,............. .................... $185.00/hr Designer....................................:............................................ $175.00/hr Assistant Designer ...................... :.:.:...................................... $170.00/hr CADD Operator III ............... .................................................... $165.00/hr CADD Operator II.................................................................... $155.00/hr CADDOperator I ..................................................... _............... $140.00/hr CADD Drafter ......................................... :................................ $125.00/hr CADD Technician.................................................................... $115.00/hr Project Coordinator.........................................._..................... $145.00/hr Engineering Assistant .................. ....._:..._............................... $120.00/hr Environmental Services Project Director...................................... ......................:.................. $265.00/hr Senior Specialist IV................................._......................................... $235.00/hr Senior Specialist III...................................................._............-...... $225.00/hr Senior Specialist II.......................................................................... $210.00/hr Senior Specialist I .......................... :........... _.................... ............... $195.00/hr SpecialistV................................................. __.... ........ _................... $185.00/hr Specialist IV.................................. .,........ ....................... .................. $175.00/hr Specialist III ............. _....... ,............................................................... $165.00/hr Specialist II...................................................................................... $155.00/hr Specialist I .................... ..................... .... .....w .. $145.00/hr AnalystV............_............................................................................. $135.00/hr AnalystIV.......................................................................................... $120.00/hr AnalystIII ............. :.......................................................... »................ $110.00/hr AnalystII .......................... :............................................. _................... $100.00/hr AnalystI ......................................... ............. ............. _......................... $90.00/hr TechnicianIII....................................................................................... $75.00/hr Technician II .......................................................... ._::,...,::_:............... $65.00/hr Technician I ................................. ......................................................... $55.00/hr Mapping and Surveying Services Application Developer II.................................................................. $195.00/hr Application Developer I ........................... _....... :,,:........................... $155.00/hr GIS Analyst V................_........................ _........................................ $205.00/hr GIS Analyst IV.................................................................................. $165.00/hr GIS Analyst III.................................................................................. $145.00/hr GIS Analyst II ...................... _............................................................. $130.00/hr GISAnalyst I ..................................................... :: ........................ ....... $115.00/hr UASPilot.......................................................................................... $115.00/hr SurveyLead.............................................................................._..... $185.00/hr SurveyManager.............................................................................. $135.00/hr Survey Crew Chief. . ••.. ................. ....... ....... ...... ................ - $115.00/hr Survey Rod Person............................................................................. $95.00/hr Survey Mapping Technician.............................................................. $95.00/hr Construction Management Services Principal/Manager ........................ ...................................... $195.00/hr Senior Construction Manager .............................................. $185.00/hr Senior Project Manager ....... r................... ........ ,........... ,......... $175.00/hr Construction Manager...........................................................$160.00/hr Project Manager ...................................... :.............................. $150:00/hr Resident Engineer ........ ,................................. .......................$150.00/hr Construction Engineer................................................ r........... $150.00/hr On -site Owner's Representative............................................$140.00/hr Prevailing Wage Inspector.....................................................$139.00/hr Construction Inspector...........................................................$135.00/hr Administrator/Labor Compliance .......................................... $100.00/hr Hydrogeology/HazWaste Services Project Director...................................................................... $315.00/hr Principal Hydrogeologist/Engineer II ..................................... $285.00/hr Principal Hydrogeologist/Engineer I ........... .. ................. $265.00/hr Senior Hydrogeologist V/Engineer V.................................... $250.00/hr Senior Hydrogeologist IV/Engineer IV .. ................................. $240.00/hr Senior Hydrogeologist III/Engineer III....................................$230.00/hr Senior Hydrogeologist II/Engineer II ...................................... $220.00/hr Senior Hydrogeologist I/Engineer I ....................................... $210.00/hr Project Hydrogeologist V/Engineer V :..... :.:::.:............. :..- $195.00/h r Project Hydrogeologist IV/Engineer IV..................................$185.00/hr Project Hydrogeologist III/Engineer III.. .....................$175.00/hr Project Hydrogeologist II/Engineer II............ ......................... $165.00/hr Project Hydrogeologist I/Engineer I ....................................... $155.00/hr Hydrogeologist/Engineering Assistant ................. .:............ $120.00/hr District Management & Operations District General Manager....................................................... $210.00/hr District Engineer ........................ :............................... ............. $205.00/hr Operations Manager............................................................. $160.00/hr District Secretary/Accountant.............................................. $135.00/hr Collections System Manager ................................................. $135.00/hr Grade V Operator..................................••.............. ........ ..... $125.00/hr Grade IV Operator.................................................................. $110.00/hr Grade III Operator.................................................................. $100.00/hr Grade II Operator..................................................................... $80.00/hr Grade I Operator ................ _......................... ............................ $75.00/hr Operator in Training.... ............................................................. $75.00/hr Collection Maintenance Worker .................... ........,............ $75.00/hr Creative Services Creative Services IV............................................................... $165.00/hr Creative Services III ........... _..................................... ............ $150.00/hr Creative Services II ................................ ............................... $135.00/hr Creative Services I................................................................. $120.00/hr Publications Services Technical Editor IV..................._................................ ............ $165.00/hr Technical Editor III ............... ......................................... .......... $150.00/hr Technical Editor II ............. ................... ,.................................. $135.00/hr Technical Editor I ...................................... ............. .,.:...-...:.... $120.00/hr Publications Specialist IV ....................................................... $120.00/hr Publications Specialist III ....................................................... $110.00/hr Publications Specialist II ........................................................ $100.00/hr Publications Specialist I ........................................................... $90.00/hr Clerical Administration............................................................. $90.00/hr Expert Witness -Court appearances, depositions, and interrogatories as expert witness will be billed at 2.00 times normal rates. Emergencyand Holidays - Minimum charge of two hours will be billed at 1.75 times the normal rate. Material and Outside Services - Subcontractors, rental of special equipment, special reproductions and blueprinting, outside data processing and computer services. etc., are charged at 1.15 times the direct cost. Travel Expenses - Mileage at current IRS allowable rates. Per diem where overnight stay is involved is charged at cost Invoices, Late Charges - All fees will be billed to Client monthly and shall be due and payable upon receipt. Invoices are delinquent if not paid within 30 days from the date of the invoice. Client agrees to pay a monthly late charge equal to 1% per month of the outstanding balance until paid in full. Annual Increases - Unless identified otherwise, these standard rates will increase in line with the CPI-U for the Los Angeles area per the Department of Labor Statistics (or the nearest urban area per the Department of Labor Statistics to where the work is being completed) or by 3 annually, whichever is higher. The rates listed above assume prevailing wage rates does not apply. If this assumption is incorrect Dudek reserves the right to adjust its rates accordingly. D U D E K EFFECTIVE AUGUST 1, 2022