Corona City Council
April 20, 2022

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CITY OF CORONA

PROFESSIONAL SERVICES AGREEMENT
WITH STANTEC CONSULTING SERVICES, INC.
(REZONING PROGRAM 6TH CYCLE HOUSING ELEMENT GENERAL PLAN EIR – RFP 22-051SB)

1. PARTIES AND DATE.

This Agreement is made and entered into this 20th day of April, 2022 (“Effective Date”) by and between the City of Corona, a municipal corporation organized under the laws of the State of California with its principal place of business at 400 South Vicentia Avenue, Corona, California 92882 (“City”) and Stantec Consulting Services, Inc., a California Corporation with its principal place of business at 801 S. Figueroa Street, Suite 300, Los Angeles, CA 900174 (“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Consultant.

Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing consulting services for Housing Element Development and General Plan EIR services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Consultant to render such services for the City of Corona Rezoning Program for the 6th Cycle Housing Element and Supplement Environmental Impact Report to the General Plan EIR – RFP 22-051SB project (“Project”) as set forth in this Agreement.

3. TERMS.

3.1 Scope of Services and Term.

3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional Housing Element Development and General Plan EIR consulting services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference.

All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules, and regulations.

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3.1.2 Term. The term of this Agreement shall be from April 20, 2022 to December 31, 2022 (“Term”), unless earlier terminated as provided herein. Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines. The Parties may, by mutual, written consent, extend the Term of this Agreement one or more times by executing a written amendment pursuant to Section 3.6.8 below (each a “Renewal Term). The terms “Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.

3.2 Responsibilities of Consultant.

3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee.

Consultant retains the right to perform similar or different services for others during the Term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.2.2 Schedule of Services. Consultant shall perform the Services within the Term of this Agreement, in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference, and in accordance with any other completion schedule or milestones which may be separately agreed upon in writing by the Parties. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant’s conformance with the Schedule, City shall respond to Consultant’s submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services.

3.2.3 Conformance to Applicable Requirements. All Services performed by Consultant shall be subject to the approval of City.

3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CA\DD\02000.50101\1401461.15
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Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Adam Maleitzke, Project Manager; Trevor Macenski, Principal-In-Charge; Anna Radonich, Assistant Project Manager; Aeron Hodges, Architecture Support; Christine Abraham, Environmental Service Lead; Daryl Zerfass, Traffic Lead; Cara Corsetti, Cultural Lead; Jesus Navidad, Urban Designer and Planner.

3.2.5 City’s Representative. The City hereby designates Joanne Coletta, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.2.6 Consultant’s Representative. Consultant hereby designates Adam Maleitzke, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement.

The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subconsultants shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the Term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.

3.2.9 Laws and Regulations; Employee/Labor Certifications. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and CA\DD\02000.50101\1401461.15
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regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work or Services knowing them to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.2.9.1 Employment Eligibility; Consultant. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Consultant. Consultant also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the Term of the Agreement. Consultant shall avoid any violation of any such law during the Term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Consultant shall maintain records of each such verification, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements provided for in Section 3.2.9 or any of its sub-sections.

3.2.9.2 Employment Eligibility; Subcontractors, Consultants, Subsubcontractors and Subconsultants. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, consultants, sub-subcontractors and subconsultants performing any work or Services relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.9.1.

3.2.9.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Consultant verifies that they are a duly authorized officer of Consultant, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Consultant or its subcontractors, consultants, sub-subcontractors or subconsultants to meet any of the requirements provided for in Sections

3.2.9.1 or 3.2.9.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Consultant under Section

3.2.9.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.

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3.2.9.4 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.

3.2.9.5 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City’s Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.2.9.6 Air Quality. To the extent applicable, Consultant must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the South Coast Air Quality Management District (SCAQMD) and/or California Air Resources Board (CARB). Although the SCAQMD and CARB limits and requirements are more broad, Consultant shall specifically be aware of their application to "portable equipment", which definition is considered by SCAQMD and CARB to include any item of equipment with a fuel-powered engine. Consultant shall indemnify City against any fines or penalties imposed by SCAQMD, CARB, or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Consultant, its subconsultants, or others for whom Consultant is responsible under its indemnity obligations provided for in this Agreement.

3.2.10 Insurance.

3.2.10.1 Time for Compliance. Promptly following the Effective Date of this Agreement, but in no event before Consultant commences any Services under this Agreement, Consultant shall provide evidence satisfactory to the City that it has secured all insurance required under this section. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause.

3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subconsultants.

Consultant shall also require all of its subconsultants to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:

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Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non-owned); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury, advertising injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability:
$1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease.

3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim, $2,000,000 aggregate per claim.

3.2.10.4 Insurance Endorsements. The insurance policies shall contain or be endorsed (amended) to include the following provisions:
(A) General Liability. The general liability policy shall state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection therewith (the endorsement form shall be at least as broad as ISO Form CG 20 10 11 85 or both CG 20 37 and one of the following: CG 20 10, CG 20 26, CG 20 33 or CG 20 38); and (2) the insurance coverage shall be primary insurance coverage as respects the City, its directors, officials, officers, employees, agents, and volunteers (the endorsement form shall be at least as broad as ISO CG 20 01 04 13). Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (B) Waiver of Subrogation – Workers’ Compensation and
Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work or Services performed by the Consultant.
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and/or higher limits maintained by Consultant. Thus, any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.2.10.5 Other Provisions; Endorsements Preferred. Consultant shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Consultant:
(A) Waiver of Subrogation – All Other Policies. Consultant hereby waives all rights of subrogation any insurer of Consultant’s may acquire against the City, its directors, officials, officers, employees, agents, and volunteers for losses paid under the terms of any insurance policy which arise from work or Services performed by the Consultant.

Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer. (B) Notice. Consultant shall either: (1) require its insurer to provide thirty (30) days prior written notice to the City before coverage is suspended, voided, or canceled; or (2) notify City in writing that such notice is not available and forward any notice of such actions to the City within two (2) business days from date of receipt by Consultant.

Consultant understands, acknowledges and agrees that this provision is in full force and effect even if the City does not receive a waiver of subrogation endorsement from the insurer.

3.2.10.6 Claims Made Policies. The following provisions shall apply to all policies that provide coverage on a claims-made basis: (A) the retroactive date must be shown and must be before the date on which any Services under this Agreement commence; (B) the insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Project; and (C) if coverage is canceled or not renewed and is not replaced with another claims-made policy with a retroactive date prior to the date on which any Services under this Agreement commence, Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of Project.

3.2.10.7 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigation, claims administration and defense expenses within the deductible or self-insured retention. The deductible or self-insured retention may be satisfied by either the named insured or the City.

3.2.10.8 Acceptability of Insurers. Unless under the circumstances a different rating is otherwise acceptable to the City in its sole and absolute discretion, insurance is to be placed with insurers which are satisfactory to the City and which meet either of the following criteria : (1) an insurer with a current A.M. Best’s rating no less than A-:VII and licensed as an admitted insurance carrier in California; or (2) an insurer with a current A.M.

Best’s rating no less than A-:X and authorized to issue the required policies in California.

3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, as well as amendatory endorsements or copies of the CA\DD\02000.50101\1401461.15
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applicable policy language effecting coverage required by this Agreement. All documents must be received and approved by the City before any Services commence; provided, however, that failure to obtain the required documents prior to the commencement of Services shall not waive Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.2.10.10 Reporting of Claims. Consultant shall report to the City, in addition to Consultant’s insurer, any and all insurance claims submitted by Consultant in connection with the Services under this Agreement.

3.2.10.11 Sub-Consultants. All sub-consultants shall comply with each and every insurance provision of this Section 3.2.10. Consultant shall therefore not allow any sub-consultant to commence work on any subcontract to perform any part of the Services until it has provided evidence satisfactory to the City that the sub-consultant has secured all insurance required under this Agreement.

3.2.10.12 Special Risk or Circumstances. The City reserves the right, in its sole and absolute discretion, to modify the requirements of this Section 3.2.10, including limits, based on any of the following: (A) the nature of the risk of the Services; (B) the prior experience of the insured; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

3.2.11 Safety. Consultant shall execute and maintain its work and Services so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Services and the conditions under which the Services are to be performed.

3.2.12 Payment Bond. The California Department of Industrial Relations (“DIR”) has communicated to the City that there is a possibility that a payment bond may be required for certain services provided in connection with a public works project. Since such a requirement is currently contrary to the industry standard for the services provided by Consultant under this Agreement and since there is no direct legal authority for this position, the City is not requiring Consultant to provide a payment bond at this time. However, the City hereby reserves the right to require the Consultant to obtain and provide a payment bond for some or all of the Project provided by the Consultant under this Agreement.

If the City determines that a payment bond is required for the Project pursuant to Civil Code Section 9550 or any other applicable law, rule or regulation, Consultant shall execute and provide to City a payment bond in an amount required by the City and in a form provided or approved by the City. In the event a payment bond is required, the City agrees to compensate Consultant for all documented direct costs incurred by Consultant for such payment bond. The Parties shall memorialize the terms of such additional compensation and any other terms and conditions associated with the payment bond in an amendment to this Agreement.

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3.2.13 Accounting Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.

3.3 Fees and Payments.

3.3.1 Rates & Total Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “C” attached hereto and incorporated herein by reference. The total compensation, including authorized reimbursements, shall not exceed One Hundred Ninety-Nine Thousand Four Hundred and Forty Eight Dollars ($199,448) (“Total Compensation”), without written approval of City’s Representative. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement.

3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 30 days of receiving such statement, review the statement and pay all approved charges thereon.

3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.

3.3.4 Extra Work. At any time during the Term of this Agreement, City may request that Consultant perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement.

Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative.

3.3.5 Prevailing Wages. Consultant is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to CA\DD\02000.50101\1401461.15
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compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It is most efficient for the Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6 Apprenticeable Crafts. If the Project is being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 Ownership of Materials and Confidentiality.

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3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs.

In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

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3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services.

Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6 General Provisions.

3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

Consultant:

Stantec Consulting Services, Inc.
801 S. Figueroa Street, Suite 300
Los Angeles, CA 90017
Attn: Adam Maleitzke
City:

City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Joanne Coletta Planning and Development Department Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, CA\DD\02000.50101\1401461.15
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causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.

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3.6.7 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.12 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.13 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.14 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this CA\DD\02000.50101\1401461.15
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Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.

3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.17 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.
[SIGNATURES ON NEXT 2 PAGES]
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CITY’S SIGNATURE PAGE FOR

CITY OF CORONA

PROFESSIONAL SERVICES AGREEMENT
WITH STANTEC CONSULTING SERVICES, INC.
(REZONING PROGRAM 6TH CYCLE HOUSING ELEMENT GENERAL PLAN EIR – RFP 22-051SB)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CITY OF CORONA
By: _________________________
Joanne Coletta
Planning & Development Department Director
Attest:
_________________________
Sylvia Edwards
City Clerk
Reviewed By:
_______________________
Scott Briggs
Acting Purchasing Manager
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CONSULTANT’S SIGNATURE PAGE FOR

CITY OF CORONA

PROFESSIONAL SERVICES AGREEMENT
WITH STANTEC CONSULTING SERVICES, INC.
(REZONING PROGRAM 6TH CYCLE HOUSING ELEMENT GENERAL PLAN EIR – RFP 22-051SB)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

STANTEC CONSULTING SERVICES, INC.
a California Corporation
By: _________________________
_________________________
Insert Name
_________________________
(CEO, President, Vice President)
By: _________________________
_________________________
Insert Name
_________________________
(CFO, Treasurer, Secretary)
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EXHIBIT “A”

SCOPE OF SERVICES
Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services to complete the City of Corona Rezoning Program 6th Cycle Housing Element General Plan EIR.

Task 1- Kickoff and Project Management

1.1 DATA REQUEST MEMORANDUM
The Consultant will issue a data request memorandum for discussion during the kickoff meeting.

We have found that one of the major challenges for a project is not collecting data early enough in the process to be able to quickly develop the existing conditions analysis. We will build upon information that is currently being collected through the RCTC TDC Strategic Plan and request information on all sites identified in the Affordable Housing Overlay (AHO}, including ownership, current standards outlined in the municipal code and General Plan, location of income-restricted low-income housing units, adopted, applicable Specific Plans, planned and approved development projects, street design standards, GIS files created for the 2021 General Plan update, and other relevant information. The Consultant will create a Sharepoint site dedicated to this project for transmitting files between the City and Consultant team. The data request memorandum will be shared with the City in advance of the kickoff meeting.

1.2 KICKOFF MEETING
The Consultant will work with the City to schedule and facilitate a kickoff meeting. The meeting will include a discussion of the project goals, scope, and schedule, data request, and the City's expectations for the project. The Consultant anticipates that this meeting will be held in-person, but we can also facilitate a virtual kickoff meeting if desired by the City. The Consultant will prepare a presentation and take notes, which will be shared with the Project Delivery Team (PDT} following the kickoff meeting.

1.3 PROJECT MANAGEMENT
The Consultant anticipates holding up to six (6) monthly, one-hour PDT meetings, which will include staff from the City of Corona, to update the team on the status of the project and discuss in-progress deliverables and key issues. In addition, the Consultant's team will meet with the City's project manager roughly two weeks after the monthly kickoff meeting to discuss the schedule and budget, progress towards meeting project milestones, and other issues as needed.

The intent of these meetings is to ensure consistent communication between the City and the Consultant and resolve issues as they arise in a timely manner.

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The Consultant will prepare and submit monthly invoices in accordance with the City's invoicing standards and requirements.

TASK 1 DELIVERABLES:
• Data Request Memorandum
• Kickoff Meeting Presentation and Notes
• Six (6) monthly PDT meetings
• Six (6) monthly project management meetings
Task 2-Site Inventory Briefing Book
Following the kickoff meeting, the Consultant will develop a high-level Site Inventory Briefing Book (Briefing Book). The intent of the Briefing Book is to document the location of the Affordable Housing Overlay (AHO) sites as well as key characteristics of the surrounding areas that will inform the creation of the Design Standards and Guidelines. The information will build on the resources already collected through the 2021 Housing Element Update, ongoing TDC Strategic Plan, North Main Specific Plan, Downtown Specific Plan, and other planning resources available to the Consultant’s team.

TASK 2.1 DRAF T AND FINA L BRIEFING BOOK
Most of the AHO opportunity sites identified in the City's Housing Element are clustered in and around Downtown Corona and north of the 91 Freeway. These and other clusters represent "character zones" that generally have consistent land use patterns, architectural character, housing densities, and circulation that inform the urban design qualities of the surrounding area.

The Briefing Book will be structured to profile each of these character zones (up to five) to summarize the following characteristics of the area surrounding the opportunity sites:
• Residential density (dwelling units/acre and FAR
• Commercial building typologies (strip commercial, office, industrial warehouse/ showroom, etc.)
• Key arterials and local streets
• Residential building typologies and architectural style • Other key characteristics identified by the City and project team The Briefing Book will be used as a vehicle for engaging stakeholders, including nearby residents, owners of AHO-designated opportunity sites, and others about the key characteristics of the neighborhoods in which the opportunity sites are located. It will also serve as the basis for the development standards and guidelines developed in future tasks. The overall goal is to ensure that the standards and guidelines will promote development that is sensitive to and reflective of existing neighborhood character. Ultimately, this approach will help to resolve potential conflicts between new development and the surrounding context.

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As part of the Briefing Book, the Consultant will conduct a tour of AHO-opportunity sites and surrounding areas to take photos and document the general character.

The draft Briefing Book will be prepared for a two-week review by the City. The Consultant will incorporate comments received by the City before issuing a final draft.

TASK 2 DELIVERABLES:
• Draft and Final Briefing Book
Task 3- Development Standards
The Consultant will build upon the City's development standards outlined in the General Plan and zoning code to form the basis for the first iteration of the development standards. The Consultant will also conduct a review of development standards for multi-family and mixed use projects for nearby cities in Riverside County and Orange County. This approach will ensure that the development standards are rooted in the guidance provided by local plans as well as best practices employed by other cities. This will ensure that the standards proposed will be financially feasible for housing developers in the Inland Empire and based on generally accepted industry practices.

3.1 BEST PRACTICES REVIEW
The Consultant will conduct an abbreviated review of mixed-use and multi-family development standards for cities within the Inland Empire. Subject cities could include Rancho Cucamonga, Riverside, and Fontana, who have recently completed development standards for product types similar to those that would be considered for the City of Corona's AHO-designated parcels. The Consultant will conduct desktop research for up to three (3) cities, as well as schedule three (3) calls with staff from each of these cities to discuss their process and assumptions for developing the design standards. Specific information could include:
• Setbacks (front, rear, side)
• Permitted densities (dwelling units/acre or FAR)
• Parking standards
• Site design guidelines
• Circulation and access
• Lot coverage
• Permitted height limits
• Overview of administration and review process
• other key information identified through discussions with the subject cities Once the research and interviews have been completed, the Consultant will prepare a brief (no more than 20 page, plus appended graphics) Best Practices memorandum. The Consultant will submit a draft to the City for a one-week review and discuss during the regularly-scheduled monthly PDT meeting.

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3.2 DRAFT AND FINAL DEVELOPMENT STANDARDS
Once the Best Practices memorandum has been completed, the Consultant will prepare a draft set of Development Standards for AHO-designated parcels. In addition to the Best Practices review, the Consultant will also refer to the findings from the Briefing Book, which include standards developed for local Specific Plans as well as the City's zoning code. Specifically, the development standards outlined i n Chapter §17. 62 (Overlay Zones), §17. 24 (R-3 MultipleFamily Residential Zone) will be factored into the development of the draft standards, as well as other standards in the City's municipal code that the City suggests should be considered. The Consultant will facilitate a discussion with City staff du ng one of the regularly-scheduled monthly PDT meetings to determine the applicability of existing development standards for the City of Corona.

For the draft development standards, the Consultant will prepare a Draft Development Standards memorandum that outlines (a) the assumptions used in the development of the standards, and (b) proposed development standards. The memo will consist of narrative text and comparative tables that will show low density, medium density, and higher density product types and standards.

Precedent imagery will be used to supplement the text and tables to show representative examples of the product types that would be enabled through adoption of the development standards. The information will be organized into the format prescribed by the City's municipal code, or an alternative format agreed to by the City:

1. Purpose

2. Permitted Uses

3. Conditional Uses

4. Prohibited Uses

5. Property Development Standards

6. Lot Area

7. Minimum dwelling unit area

8. Coverage

9. Access

10. Off-street Parking

11. Building Height

12. Lot Dimensions

13. Other topics, as identified by the City
The Consultant will transmit the Draft Development Standards memorandum to the City for a two week review. Following the two-week review, the Consultant will incorporate the City's comments into the initial draft of the development standards, and conduct a series of discussions with stakeholder groups identified as part of Task 4 - Stakeholder Outreach.

Once the stakeholder outreach has concluded, the Consultant will revise the second draft of the development standards as directed by the City and issue the Final Development Standards.

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TASK 3 DELIVERABLES:
• Best Practices Review
• Draft Development Standards Memorandum (rounds 1 and 2) • Final Development Standards
Task 4-Stakeholder Outreach

4.1 STAKEHOLDER MEETINGS
The Consultant will facilitate up to five (5) in-person roundtable or one-on-one discussions with representatives from key interest groups affected by the proposed AHO zoning. The Consultant will work with the City to identify the target groups and specific individuals to contact. We assume that the City will take the lead in identifying interested parties and individuals and reaching out to engage them in the roundtable discussions. Interest groups could include:
• Property owners of AHO-designated properties
• Community organizations
• Affordable housing developers active in the area
• Residents
• Other interest groups identified by the City
In advance of these meetings, the Consultant will transmit the Draft Development standards that have been reviewed and approved by the City. The focus of these discussions will be to solicit feedback from interested parties on the feasibility and applicability of the draft design standards, as well as address any concerns voiced by the participants. As discussed in Task 3.2, the Consultant will revise the second draft of the development standards as directed by the City and issue the Final Development Standards.

The Consultant will develop notes for each of the stakeholder meetings and send to the City for review.

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TASK 4.2 STUDY SESSIONS
Once City of Corona staff have reviewed and approved the Draft Design Guidelines outlined in Task 5.1 , the Consultant will participate in up to two (2) study sessions with the Planning Commission and/or City Council. For these meetings, the Consultant will develop a presentation that could include the following topics:
• Purpose and Background of Project
• Briefing Book
• Best Practices Review
• Stakeholder Meetings
• Synthesis of the above-mentioned memos and meetings
• Draft Development Standards
• Draft Design Guidelines
The draft Development Standards and Design Guide lines will be circulated to commissioners and city council members in advance of the study session. Once the presentation has concluded, the Consultant will work with City staff to facilitate a conversation with Planning Commission and Council and address their concerns and comments. Following the study sessions, the Consultant will hold a discussion with City staff to determine any/all changes that should be made to the final Development Standards and Design Guidelines TASK 4 DELIVERABLES:
• Stakeholder Meetings, up to five (5) Stakeholder Meeting notes • Commission/City Council study sessions, up to two (2) • Presentation for the Study Sessions
Task 5-Design Guidelines
The design guidelines will serve as an extension of the Development Standards and will provide highly-graphic, visual examples of the urban design intent expressed through the standards. The Consultant recognizes that the Design Guidelines will be used by a variety of stakeholders including developers, residents, and community groups, as well as City staff who will be responsible for administering and interpreting the standards and guidelines. To that end, we will format the guidelines so that they are accessible, compelling, and concise to ensure that the Design Guidelines are clear and convey the design intent.

TASK 5.1 DRAFT AND FINAL DESIGN GUIDELINES
Once the Final Development Standards have been reviewed an d approved by City staff, the Consultant will begin work on the Design Guidelines. The Consultant will start this process by presenting an proposed outline and visual mock-up for the Design Guide lines to illustrate the content, text and graphics, fonts, colors, and sample graphics that will be used . The Consultant will discuss the outline and mock-u p with the Cit y during the monthly P D T meeting .

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The Consultant anticipates that the guidelines will include a mix of precedent imagery and original SketchUP-based diagrams to convey the intent of the guidelines.

The Consultant will work with the City to prepare the final outline and specific topics that will be covered in the Design Guide lines. At a minimum, the Consultant anticipate the guidelines will include the following four main sections and topics:

A) INTRODUCTION
• Executive Summary
• Introduction
• Goals and Intent of the AHO Design Guidelines
• How to Use the Document

B) GENERAL DESIGN GUIDELINES
• Mixed- Use Guide lines
• Building and Site Access
• Ground- floor Use s and Design
• Sustainable Development
• Lot Size and Topography
• Building Form and Facade Design
• Open Space Guidelines
• Parking
• Pedestrian and Cyclist Circulation and Amenities

C ) BUILDING TYPOLOGIES
The intent of this section is to provide one or two-page profiles of typical building products that would be enabled by the Development Standards and Design Guide lines.

The Consultant proposes to develop 3D SketchUP graphics as well as local and national precedent imagery to illustrate how the General Guidelines will be applied to specific product types. Key metrics including density, mix of uses, building mass, lot coverage, etc . will be identified.

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D) DEVELOPMENT STANDARDS
From Task 3.2
• Permitted Uses
• Conditional Uses
• Property Development Standards
• Lot Area
• Minimum Dwelling Unit Area
• Coverage
• Access
• Off-street Parking
• Building Height
• Lot Dimensions
• Other topics, as identified by the City through preparation of the Development Standards
The Consultant will submit a draft of the Design Guidelines to the City for a two-week review.

The staff- approved draft will be followed by the Planning Commission/City Council study sessions described in Task 4.2 .

TASK 5 DELIVERABLES:
• Draft and Final Design Guidelines and Development Standards Task 6- Supplemental Program EIR
The City of Corona General Plan Program EIR (Program EIR) was a programmatic document which was prepared based on the totality of a series of actions being undertaken with respect to the City's General Plan Update. While including a comprehensive discussion of each environmental impact topic required under CEQA, according to the Program EIR itself, this format allows the City to consider broader policy alternatives and program-wide mitigation measures, thereby affording g rea t er flexibility to address project- specific and cumulative impacts on a comprehensive scale. Certification of the Program EIR provided a sense of finality and assurance that the City needed to move forward with it’s planning efforts; however the City’s Housing Element Update now included a Affordable Housing Overlay zone which would increase the projected and evaluated housing growth in the City by an additional 59 4 units. As this is new information of substantial importance which was not known at the time the Program EIR was prepared, the requirements of CEQA Guidelines Section 15162(a)(3) apply. As such, this is the revised "Project· for which a focused Supplemental EIR should be prepared to address these changes and address the minor additions or changes that would be necessary to make the previous EIR adequately apply to the project in the changed situation, as indicated in CEQA Guidelines Section 15163. The Consultant proposes to prepare the Supplemental EIR, on behalf of the City as the CEQA lead agency, and the corresponding work effort is outlined below. c o r r
e s p o n d in g w o r k
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f fo
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6.1 PROJECT INITIATION AND PROJECT DESCRIPTION
Upon Project authorization, the Consultant will meet virtually with the City to initiate the CEQA scope of work. Lines of communication will be established, and the scope of work, schedule, and cost estimate will be reviewed and may be refined. To maximize efficiency, the Consultant' s kick-off meeting agendas often include, but are not limited to, the following:
• Introduce and establish lines of communication among the Project team members and identify roles and responsibilities
• Identify, discuss, and revise, as necessary, the scope, methodology, content, approach, and schedule for completion
• Review/refine the Project objectives for the Supplemental EIR • Discuss the schedule for providing information to Stantec for documents required for preparation of Supplemental EIR
The Consultant will review the status of already prepared studies and prepare a data needs memorandum of any outstanding data needs in order to develop a carefully crafted Project Description that describes how the Project's overall objectives are met. The Project Description will include a comprehensive overview of all the Project characteristics, as well as a detailed description of related projects, which would be included as an approved, up-to-date list provided by the City for purposes of cumulative analyses. The Consultant's Project Manager will be responsible for overseeing our QA/QC plan and will work closely with the Consultant’s technical leads and hour highly experienced editor who will review all written work products prior to submittal to the City.

6.2 INITIAL STUDY AND NOTI CE OF PREPARATION
Based on the information provided by the Applicant, discussions with City staff, and the Consultant's understanding of the Project to date, the preparation of an EIR, is warranted. The EIR would evaluate the potential impacts of the Project, addressing the comprehensive range of environmental topics in accordance with the most recent update of Appendix G of the CEQA Guidelines. The Consultant further assumes that the City is the CEQA Lead Agency, having primary responsibility for Project approval. The Initial Study will consist of an of potential environmental impacts that could occur as a result of Project implementation, which will be presented for each resource area. Impacts will be assessed and described, and significance of impacts will be measured against criteria that have been established by regulation, accepted standards, or other definable criteria. Information sources will be cited. The Initial Study will specifically evaluate the following environmental factors:
• Aesthetics
• Agriculture and Forestry Resources
• Air Quality
• Biological Resources
• Cultural Resources
• Energy
• Geology and Soils
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• Greenhouse Gas Emissions
• Hazards and Hazardous Materials
• Hydrology and Water Quality
• Land Use and Planning
• Mineral Resources
• Noise
• Population and Housing
• Public Services
• Recreation
• Transportation
• Tribal Cultural Resources
• Utilities and Service Systems
• Wildfire
The Initial Study will also include Mandatory Findings of Significance, the Consultant will evaluate the Project's potential to substantially degrade the quality of the environment, if it will have individually limited but cumulatively considerable impacts, and of the Project will have substantial adverse effects on human beings, either directly or indirectly. Impacts areas will be briefly summarized, and cumulative Project-related impacts will be evaluated qualitatively. The Consultant will prepare the Notice of Preparation (NOP), in compliance with City requirements, and will also assist the City to upload the NOP to the State Clearinghouse, as well as filing the NOP with the County Clerk/Recorder.

OPTIONAL SCOPING MEETING ATTENDANCE
If required, the Consultant can attend a Public Scoping Meeting as an optional task, for a separate scope and fee. The Scoping Meeting would be held during the NOP comment period to gather public and agency comments on the scope of the EIR, approximately halfway through the NOP 30-day review period. The Consultant will attend the scoping meeting and assist the City in responding to questions regarding the environmental compliance process/content of the EIR that might be raised by agency representatives and other interested parties, as well as identify resource areas that should be removed from the scope of the Project's EIR. Based on City input, any comments from the public should be provided on comment cards or otherwise submitted in writing to City staff. City staff would compile these comments and provide them to the Consultant so that the Project Team can consider the comments with the City and determine if revisions to the Project Description would be warranted.

6.3 PREPARATION OF COMPARATIVE TECHNICAL STUDIES
Technical studies to compare the impacts associated with the revised Project would be prepared to support the evaluations in the Supplemental EIR. These analyses will compare the impacts associated with the revised Project as compared to the project evaluated in the Program EIR. The technical studies to be prepared include the following:
• Air Quality, Greenhouse Gas Emissions and
• Energy Analysis
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• Noise Analysis
• Transportation/Vehicle Miles Traveled Analysis
The findings of these technical studies will be incorporated directly into the focused Supplemental EIR, and any modeling or other data would be provided as appendices to the CEQA document.

TASK 6.4 ADMINISTRATIVE AND SCREENCHECK DRAFT SUPPLEMENTAL EIR After receipt of public comments after circulation of the NOP and the Scoping Meeting, the Project Description will be finalized to reflect the most up-to-date and final version of the proposed Project for preparation of a legally defensible EIR. Any topics scoped out during the Initial Study and scoping process will not be evaluated further in the EIR. The final Project Description will include intended uses of the EIR (as required by Section 15124(d) of the State CEQA Guidelines), including a list of related projects, responsible and other agencies expected to use the EIR in decision making, and a list of approvals for which the EIR will be used. Stantec assumes that a majority of CEQA topics will be scoped out during the Initial Study process, thereby leading to preparation of a focused EIR which would only consider the following topics for further evaluation:
• Aesthetics
• Air Quality
• Energy
• Greenhouse Gas Emissions
• Land Use
• Noise
• Population and Housing
• Public Services
Section 15130 of the CEQA Guidelines requires an EIR to discuss cumulative impacts of a project when the project's incremental effect is cumulatively considerable. A cumulative impact consists of an impact created as a result of the combination of the project evaluated in the EIR together with other reasonably foreseeable projects causing related impacts. Where the incremental effect of a project is not "cumulatively considerable," a lead agency need not consider that effect significant, but must briefly describe its basis for concluding that the incremental effect is not cumulatively considerable. Where the cumulative impact caused by a project's incremental effect and the effects of other projects is not significant, the EIR must briefly indicate why the cumulative impact is not significant. Because this is a Supplemental EIR, the cumulative analysis contained in the EIR would consider whether the revised Project would involve any new cumulatively considerable components that could create new cumulative impacts. The Consultant will describe the reasonably foreseeable projects within a City-approved study area that may result in cumulative impacts associated with the revised Project. Cumulative or related projects are often defined as projects constructed, but not occupied; projects approved, but not constructed; pending projects for which pre-filing or filing of an application. However, the evaluation area for cumulative impacts would vary dependent upon the technical issue to be addressed. Findings of recent court cases will be used to address all pertinent issues. Cumulative CA\DD\02000.50101\1401461.15
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projects will be discussed for each technical issue. The potential for impacts and levels of significance are contingent upon the radius or area of interaction with the proposed Project.

CEQA does not require the identification or analysis of alternatives in a Supplemental EIR. As provided in CEQA Guidelines Section 15163(b), The supplement to the EIR need contain only the information necessary to make the previous EIR adequate for the project as revised." Given that the Supplemental EIR would be prepared to address amendments to policies contained within the Certified Program EIR, the analysis of development alternatives not approved therein is not applicable to the proposed policy amendments, and no further discussion would be necessary in the Supplemental EIR. The Consultant will prepare the Administrative Draft EIR for Applicant and City review. The Consultant will respond to consolidated comments on the Administrative Draft EIR, complete necessary revisions, and publish the Screen check Draft EIR, prior to public review. Once the product is deemed acceptable for public distribution, the Consultant will take responsibility for distribution of the Draft EIR.

TASK 6.5 PUBLIC DRAFT SUPPLEMENTAL EIR
The Consultant will respond to City comments on the Administrative Draft Supplemental EIR, complete necessary minor revisions, and publish the Draft Supplemental EIR for a 45-day public review period. Once the product is deemed acceptable for public distribution, Stantec will provide print-ready and web-ready versions for public distribution of the Draft Supplemental EIR. The Consultant will prepare the Notice of Completion (NOC) of the Draft Supplemental EIR for the City and ensure that the City uploads it to the State Clearinghouse, as well as ensuring that the City provides it to local agencies, interested persons, and for public review.

TASK 6.6 FINAL SUPPLEMENTAL EIR, MMRP AND FINDINGS
The City will compile and transmit to the Consultant all written and emailed comments received on the Draft Supplemental EIR. The Consultant will confer with City staff to review written comments on the Draft Supplemental EIR to develop a general framework and strategies for preparation of responses. We will prepare thorough, reasoned, and sensitive written responses to relevant environmental issues. Master topical responses will be used to the extent possible.

Written comments on the Draft Supplemental EIR received during the public review period are included in this section. Comments may vary from form letters to complex legal letters. Every comment letter is provided in this section, following the written responses. When a comment is made by multiple parties, the response is provided the first time the comment is made, and all other similar comments are referred back to that response. The format of the responses to all the comments is based on a unique letter and number code for each comment. The letter and number immediately following the letter refer to an individual agency, business, group, organization, or member of the general public comment. The number at the end of the code refers to a specific comment within the individual letter. Therefore, each comment has a unique code assignment.

For example, comment A-1 is the first comment in letter A.

Comments received would be reviewed to determine whether there is substantial disagreement about the potential significance of impacts. Any issues raised concerning potentially significant impacts would be reviewed, addressed, and clarified. Responses to Comments will not exceed the lesser of 50 comment letters or 100 individual comments.

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The City will provide the responses to comments to the applicable agencies at least 10 days prior to the public hearing. The Final Notice of Decision (NOD) is assumed to be filed with the County Clerk within five (5) working days of the Project approval. We assume that the City will provide the funds necessary for all filing fees at the time of filing the NOD. The Final Supplemental EIR will contain the following chapters and items:
• Introduction and Overview of Draft and Final Supplemental EIR Process • Errata or Changes to the Draft Supplemental EIR
• Index to Comments and Responses
• Each comment letter with individual comments bracketed and numbered followed by response to comments
The Consultant will prepare a Mitigation Monitoring and Reporting Program (MMRP) in accordance with Public Resources Code section 21081.6. The MMRP will be designed to ensure compliance with adopted mitigation requirements during project implementation. In coordination with City staff, the Consultant will prepare the MMRP for mitigation measures that address significant impacts. After review and comment from the City on the Draft MMRP. The Consultant will revise the MMRP and will submit the Final MMRP with the submittal of the Final Supplemental EIR. If requested by the City, the Consultant will draft written findings for each of the significant effects identified in the Supplemental EIR, if any, pursuant to Sections 15091 and 15093 of the State CEQA Guidelines. A Statement of Overriding Considerations will be prepared for all potentially significant impacts that would not be avoided or substantially reduced to a less than significant level. The Consultant assumes that the efforts related to the Findings task will take no more than 50 labor hours. An additional optional task would be preparation of a complete compilation of the administrative record.

TASK 6 DELIVERABLES:
• Kick-off meeting with agenda, with up to three (3) Consultant Environmental Services Staff (virtual)
• Preparation of Data Needs Memorandum
• Preparation of Draft and Final Project Description, assumes one round of review (electronic submittal)
• Preparation of Draft and Final Project Description (electronic) • Preparation of Draft and Public Review Initial Study (electronic) • Preparation of Draft and Final NOP for Public Review (electronic) • Submitting NOP to County Clerk/Recorder, if requested by the City • Optional: In-person attendance at Scoping Meeting by up to three (3) Consultant’s staff • Draft and Final Comparative Technical Studies (electronic) • Administrative Draft EIR No. 1 for City Review (electronic) • Administrative Draft EIR No. 2 for City Review (electronic) • Preparation of Screen check Draft Supplemental EIR for Public Review (electronic) • Public Review Draft Supplemental EIR (electronic for State Clearinghouse upload and print-ready for City distribution)
• Preparation of Draft and Final NOC for Public Review (electronic) CA\DD\02000.50101\1401461.15
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• Submitting NOC to County Clerk/Recorder, if requested by the City • Preparation of Draft and Final Supplemental EIR, including Errata, Responses to Comments and MMRP (electronic)
• Preparation of Draft and Final NOD for Public Review (electronic) • Submitting NOD to County Clerk/Recorder, if requested by the City • Preparation of CEQA Findings for City
TASK 6 ASSUMPTIONS:
• Any changes to the Project Description after it has been approved by the Applicant and/or City could result in changes to the environmental analysis in the Initial Study. Resulting revisions would be considered out of scope.
• One consolidated set of comments on the Project Description and Initial Study would be provided by the Project Team.
• One consolidated set of comments on the Project Description and Initial Study would be provided by the City.
• The City would be responsible for preparation of the mailing list, as well as all printings and mailings of the NOP.
• The City would be responsible for physical placement of the NOP at a library and City Hall, as well as publication in the local newspaper
• No translation or stenography services would be required at the Scoping Meeting, should one be necessary.
• City would provide comments received to the Consultant staff in a timely manner. • The proposed fees include the review of one consolidated set of written comments for each Administrative Draft Supplemental EIR submittal.
• The City would be responsible for physical placement of the Draft Supplemental EIR and NOC at a library and City Hall, as well as publication of notices in the local newspaper. • The City would be responsible for preparation of the mailing list, as well as all printings and mailings of the NOC.

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EXHIBIT “B”

SCHEDULE OF SERVICES
Consultant shall complete the Services within the Term of this Agreement, and shall meet any other established schedules and deadlines.

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EXHIBIT “C”

COMPENSATION
Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in this Exhibit ”C”.