031924 CED Dudek Contract Amendment Three Original Agreement — City Council - Successor Agency

DocuSign Envelope ID: 9E5EB36E- 0A3E- 41 D9- B5CA- 8D3CE85F9B9F

CITY OF FULLERTON

PROFESSIONAL SERVICES AGREEMENT
WITH
Dudek
THISAGREEMENTismadeandenteredintothisL/ dayof , 2020 (" Effective Date'), by and betweenthe CITY OF FULLERTON, a Californiamunicipalcorporation ("City'), and Dudek, a California corporation (" Consultant").

WITNESSETH:

A. City proposes to utilize the services of Consultant as an independent contractor to provide certain professional services for the development of a Housing Incentive Overlay Zone and applicable CEQA analysis, as more fully described herein.

B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code section 37103, and holds all necessary licenses to practice and perform the services herein contemplated.

C. City and Consultantdesireto contract for the specific servicesdescribedherein, and desire to set forth their rights, duties and liabilities in connection with the services to be performed.

D. No official or employee of City has a financial interest, within the provisions of Sections 1090- 1092 of the California Government Code, in the subject matter of this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:

1. 0. SERVICES PROVIDED BY CONSULTANT

1. 1. Scope of Services. Consultant shall provide the professional services described in the Services & Fees Schedule attached hereto as Exhibit " A" and incorporated herein by this reference.

1. 2. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant' s performance of this Agreement.

1. 3. Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonable satisfaction of the City, in accorcjance with the applicable professional standard of care and City specifications and within the hereinafter specified. Evaluations of the work will be done by the City Manager or his designee. If the quality of work is not satisfactory, City in its discretion has the right to:
a) Meet with Consultant to review the quality of the work and resolve the matters of concern;
DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F b) Require Consultant to repeat the work at no additional fee until it is satisfactory, and/ or
c) Terminate the Agreement as hereinafter set forth.

1. 4. Warranty. Consultant warrants that it shall perform the services required by this Agreement in compliance with all applicable and non conflicting Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Consultant shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, andjudgmentsof everynatureand descriptionincludingattorneys' fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above- mentioned laws, which may be incurred by reason of Consultant' s performance under this Agreement.

1. 5. Non-discrimination. In performing this Agreement, Consultant shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, physical handicap, medical condition, marital status, sexual gender or sexual orientation, except as permitted pursuant to Section 12940 of the Government Code.

1. 6. Non -Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.

1. 7. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of City. Consultant may engage a subcontractor( s) as permitted by law and may employ other personnel to perform services contemplated by this Agreement at Consultant' s sole cost and expense.

1. 8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returnedto Cityuponthe terminationofthis Agreement. Consultant's covenantunderthisSection shall survive the termination of this Agreement.

2. 0. COMPENSATION AND BILLING

2. 1. Compensation. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit A.

2. 2. Additional Services. Consultant may perform the additional services described in Exhibit " B" attached hereto and incorporated herein by this reference if specifically engaged to do so by City. Consultant shall not receive compensation for any services provided outside the scope of services specified in Exhibit A unless the City or the Project Manager for this Project, prior to Consultant performing the additional services, approves such additional services in DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 6D3CE65F9B9F writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

2. 3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than two times a month. Said invoice shall be based on the total of all Consultant' s services which have been completed to City's sole satisfaction. City shall pay Consultant's invoicewithin forty-five (45) daysfromthe date City receivessaidinvoice. Each invoice shall describe in detail, the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as " Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.

2. 4. Records and Audits. Records of Consultant' s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City or its Project Manager for inspection and/or audit at mutually convenient times from the Effective Date of this Agreement until three ( 3) years after the termination date.

2. 5. W-9. ConsultantmustprovideCitywith a currentW-9 form, to be attachedhereto as Exhibit "D." It is the Consultant' s responsibility to provide to the City any revised or updated W- 9 form.

3. 0. TIME OF PERFORMANCE

3. 1. Commencement and Completion of Work. The professional services to be performed pursuant to this Agreement shall commence within five ( 5) days from the Effective Date of this Agreement. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.

3. 2. Excusable Delays. Neither party shall be responsible for delays or lack of performanceresultingfrom acts beyondthe reasonablecontrolof the partyor parties. Suchacts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party.

4. 0. TERM AND TERMINATION

4. 1. Term. This Agreement shall commence on the Effective Date and continue through July 31, 2022, unless terminated as provided herein.

4. 2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providingwritten noticeto Consultant.

The termination of this Agreement shall be deemed effective upon receipt of the notice of termination. In the event of such termination, Consultant shall immediately stop rendering services under this Agreement unless directed otherwise by the City.

4. 3. Compensation. In the event of termination, City shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of City's written notice of termination. Compensationfor work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein. In ascertaining the professional services actually rendered hereunder up to the effective date of termination of this Agreement, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F and to other documents pertaining to the services contemplated herein whether delivered to the City or in the possession of the Consultant.

4. 4. Documents. In the event of termination of this Agreement, all documents prepared by Consultant in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten ( 10) days of delivery of termination notice to Consultant, at no cost to City. Any use of uncompleted documents without specific written authorization from Consultant shall be at City's sole risk and without liability or legal expense to Consultant.

5. 0. INSURANCE

5. 1. Insurance Required. Consultant shall procure and maintain throughout the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents, representatives, employees or subcontractors. Consultant shall provide current evidence of the required insurance in a form acceptable to City and shall provide replacement evidence for any required insurance which expires prior to the completion, expiration, or termination of this Agreement.

Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clause contained herein in Section 6.8 or the extent to which Consultant may be held responsible for payments of damages to persons or property.

5. 2. Minimum Scope and Limits of Insurance.

A. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance coverage in a form at least as broad as ISO Form # CG 00 01, with a limit of not less than $ 1,000, 000 each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.

B. Business Automobile Liability Insurance. Consultant shall maintain business automobile liability insurance coverage in a form at least as broad as ISO Form # CA 00 01, with a limit of not less than $ 1, 000, 000 each accident. Such insurance shall include coverage for owned, hired and non - owned automobiles.

C. Workers' Compensation and Employers' Liability Insurance. Consultant shall maintain workers' compensation insurance as required by the State of California and employers' liability insurance with limits of not less than $ 1, 000, 000 each accident.

D. Professional Liability Insurance. Consultant shall maintain professional liability insurance appropriate to Consultant' s profession with a limit of not less than $ 2, 000, 000. Architects' and engineers' coverage shall be endorsed to include contractual liability. If policy is written as a claims made" policy, the retro date of the policy shall be prior to the start of the contract work.

5. 3. Deductibles and Self -Insured Retentions. Any deductible or self-insured retention must be declared to and approved by City.

5. 4. Other Insurance Provisions. The required insurance policies shall contain or be endorsed to contain the following provisions:

A. Commercial General Liability. City, its elected or appointed officials, officers, employees and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of Consultant, including materials, parts or equipment furnished in connection with such work or operations. Such coverage as an additional insured DocuSign Envelope ID: 9E5EB36E- CA3E4l D9- B5CA- 8D3CE85F9B9F shall not be limited to the period of time during which Consultant is conducting ongoing operations for City but rather, shall continue after the completionof such operations. The coverageshall contain no special limitations on the scope of its protection afforded to City, its officers, employees and volunteers.

B. Commercial General Liability. This insurance shall be primary insurance as respects City, its officers, employees and volunteers and shall apply separately to each insured against whom a suit is brought or a claim is made. Any insurance or self-insurance maintained by City, its officers, employees and volunteers shall be excess of this insurance and shall not contribute with it.

C. ProfessionalLiability. Ifthe ProfessionalLiabilitypolicyiswrittenon a "claimsmade' form, the Retroactive Date must be shown and must be before the date of the contract or beginning of contract work. The insurance must be maintained and evidence of insurance must be provided for at least ( 5) years after completion of the contract work. If the coverage is canceled or non - renewed and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase " extended reporting" coverage for a minimum of five ( 5) years after completion of work.

D. Workers' Compensation and Employers' Liability Insurance. Insurer shall waive their right of subrogationagainstCity, its officers, employeesandvolunteersfor workdone on behalfof City.

E. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty ( 30) days' prior written notice by certified mail, return receipt requested, has been given to City.

If Consultant maintains higher limits or has broader coverage than the minimums shown above, City requires and shall be entitled to all coverage, and to the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

F. Subcontractors. Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein and Consultant shall ensure that City is an additional insured on insurance required from subconsultants.

G. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.

5. 5 Acceptability of Insurers. All required insurance shall be placed with insurers acceptable to City with current BEST'S ratings of no less than A, Class VII. Workers' compensationinsurancemaybe placedwiththe CaliforniaStateCompensationInsuranceFund.

All insurers shall be licensed by or hold admitted status in the State of California. At the sole discretionof City, insuranceprovidedbynon -admittedor surpluscarrierswitha minimumBEST'S rating of no less than A- Class X may be accepted if Consultant evidences the requisite need to the sole satisfaction of City.

5. 6 Verification of Coverage. Consultant shall furnish City with certificates of insurance which bear original signatures of authorized agents and which reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self-insured retentions.

Additionally, Consultant shall furnish copies of all policy endorsements required herein. All certificates and endorsements must be received and approved by City before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant' s obligation to provide them. City reserves the right to require at any time complete, certified copies of any or all required insurance policies and endorsements.

DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F

6. 0. GENERAL PROVISIONS

6. 1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistentprovision in any other contract document appurtenant hereto, including exhibits to this Agreement.

6. 2. Representatives. The City Manageror his designeeshall be the representativeof City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6. 3. Project Managers. City shall designate a Project Manager to work directly with Consultant in the performance of this Agreement.

Consultant shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Consultant or its Project Manager shall attend and assist in all coordination meetings called by City.

6. 4. Notices. Any notices, documents, correspondence or other communications concerningthis Agreementorthework hereundermaybe providedby personaldelivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such communication is sent through regular United States mail.

IF TO CONSULTANT: IF TO CITY:

Dudek City of Fullerton
605 Third Street 303 W. Commonwealth Ave.

Encinitas, CA 92024 Fullerton, CA 92832
Attn: Joseph Monaco, President Attn: Matt Foulkes, Community and and CEO Economic Development Department
Director

6. 5. Attorneys' Fees. In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, includingreasonableattorneys' fees, incurredbythe prevailing parryin the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.

6. 6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpretthis Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California.

DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F

6. 7. Assignment. Consultant shall not voluntarily or by operation of law assign, transfer, subletor encumberall or any partof Consultant's interestinthisAgreementwithoutCity's prior written consent. Any attemptedassignment, transfer, sublettingor encumbranceshall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.

Regardlessof City's consent, no sublettingor assignmentshallreleaseConsultantof Consultant's obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6. 8. Indemnification and Hold Harmless. To the fullest extent of the law, Consultant agrees to defend, indemnify, hold free and harmless the City, its elected officials, officers, agents, and employees, at Consultant' s sole expense, from and against claims, actions, suits or other legal proceedings brought against the City, its elected officials, officers, agents, and employees arising out of the performance of the Consultant, its employees, and/or authorized subcontractors, of the professional services undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by the Consultant, its employees, and/ or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Consultant, its employees, and/ or authorized subcontractors, and/ or whenever any claim, action, complaint or suit asserts liability against the City, its elected officials, officers, agents, and employees based upon the work performed by Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable.

Notwithstandingthe foregoing, the Consultantshallnot beliablefor thedefenseor indemnification of the City for claims, actions, complaints, or suitsarising out of the sole or active negligenceor willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City's specifications or Consultant' s Proposal, which shall be of no force and effect.

6. 9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant shall have no power to incur any debt, obligation, or liabilityon behalfof City or otherwiseact on behalf of City as an agent.

Neither City nor any of its agents shall have control over the conduct of Consultantor any of Consultant' s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its or employees are in any manner agents or employeesof City. Consultantshall secure, at its sole expense, and be responsiblefor any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnifyand hold City harmless from any failure of Consultantto complywith the applicable worker's compensationlaws. Cityshall havethe rightto offsetagainstthe amountof anyfees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptlypay to City any reimbursementor indemnificationarising under this paragraph.

6. 10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competentjurisdiction or the California Public EmployeesRetirement System ( PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service underthis Agreement shall not qualify for or becomeentitled to, and hereby agree to waive any claimsto, any compensation, benefit, or any incidentof employmentby City, includingbut not limitedto eligibilityto enroll in PERSas an employeeof City and entitlementto any contributionto be paid by City for employer contributionand/or employee contributionsfor PERS benefits.

6. 11. Cooperation. In the event any claim or action is brought against City relating to Consultant' s performance or services rendered under this Agreement, Consultant shall render any reasonableassistanceand cooperationwhichCity might require.

6. 12. Ownership of Documents. All findings, reports, CAD drawings, documents, information and data, including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the priorconsentof City. Any use of suchdocumentsfor other projectsnot contemplatedbythis Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liabilityor legal exposureto Consultant. City shall indemnifyand hold harmlessConsultantfrom all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from City's use of such documents for other projects not contemplated by this Agreement or use of incompletedocumentsfurnished by Consultant. Consultantshall deliver to City anyfindings, reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files, audio tapes or any other Project related items as requested by City or its authorized representative, at no additional cost to the City.

6. 13. Public Records Act Disclosure. Consultant has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Consultant, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act ( California Government Code Section 6250 et seq.).

Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in the California Government Code Section 6254. 7, and of which Consultant informs City of such trade secret. The City will endeavor to maintain as confidential all informationobtainedby it that is designatedas a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the Court.

6. 14. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant' s services under this agreement, including, but not limited to, the Political Reform Act ( Government Code Sections 81000, et seq.) and Government Code Section 1090.

During the term of this Agreement, Consultant and its officers, employees, associates and subconsultants shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Consultant is not currently performing work that would require Consultant or one of its officers, employees, associates or subconsultants to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F

6. 15. Responsibility for Errors. Consultant shall be responsible for its work under this Agreement. Consultant, when requested, shallfurnishclarificationand/or explanationas maybe required by the City' s representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant occurs, without prejudice to any other remedy to which City may be entitled to at law or equity, Consultant shall, at no cost to City, provide all necessary design drawings, estimates and other Consultant professional services necessary to rectify and correct the matter to the sole satisfaction of City and to participate in any meeting required with regard to the correction. In addition, Consultant shall reimburse City for any and all costs, expenses and/or damages, if any, that the City has incurred due to the aforementioned error or omission.

6.16. ProhibitedEmployment. Consultantwill not employany regular employeeof City while this Agreement is in effect.

6.17. Orderof Precedence. In the eventof an inconsistencyin this Agreementand any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

6. 18. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.

6. 19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.

6. 20. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.

6. 21. Construction. The partieshave participatedjointly in the negotiationand drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties andinaccordancewithitsfair meaning. Thereshallbe no presumptionor burdenof prooffavoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respectto any occurrenceor event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.

6.24. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending DocuSign Envelope ID: 9E5E636E- CA3E- 41D9- B5CA- 8D3CE85F9B9F provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, baseduponthesubstantialbenefitofthebargainforanyparty, ismateriallyimpaired, which determinationmade by the presidingcourt or arbitratorof competentjurisdictionshall be binding, then both parties agree to substitute such provision( s) through good faith negotiations.

6.25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.

6.26. Corporate Authoritv. The persons executing this Agreement on behalf of the parties heretowarrantthat they are duly authorizedto executethis Agreementon behalfof said partiesand that by doingso the partiesheretoare formallyboundto the provisionsof this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF FULLERTON
Kenneth A. Domer, City Manager

CONSULTANT
JBocuAftnea
Cy:
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Joseph Monaco, President and CEO
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Date:

Date: 7/16/ 2020 1 9: 59: 50 AMPDT
DocuStgn Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision( s) through good faith negotiations.

6.26. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CONSULTANT
IDocu( 3 ilgnetl by:
61, r" t6
61Al2C85F28F42F_.

Joseph Monaco, President and CEO
95- 3873865
Social Security or Taxpayer ID Number
APPROVED AS TO FORM:

Date:

Date: 7/16/2020 19: 59:50 AMPDT
DocuSlgn Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F

EXHIBIT A

SERVICES & FEES

DUDEK HIOZ SCOPE
Scope of Services

TASK A - INITIATION OF THE PROJECTKICKOFFAND STUDY SESSION Dudekwillconductanin-person (orvirtual) projectkickoffmeetingattheCity'sofficeswithin five (5) workingdaysofreceivinganoticeto proceed. Themeetingwillbestructuredasa partnering session" with City staff and will have multiple purposes:

To confirm project expectations and goals;
To establish roles and responsibilities and chain of communication protocols; Todiscussthe scopeof services, deliverables, projectschedule, and milestones; To review and learn about related studies and plans;
Todiscussand requestavailableclient -supplieddata, maps, documents, andrelated information;
Todiscusstheengagementstrategyandidentifypotentialsitesandstakeholders; and ToserveasastudysessionwithCitystafftodiscussissuesandconcernswiththeexisting zoningcodeanditsabilitytoincentivizenewhousingdevelopmentintheCity.

Thislasttopic of discussionis anopportunity to diveinto the detailsof the codeandother strategies the City has employed to highlight what has proven successful, what challenges remainforbothCitystaffandapplicants, andanyfeedbacktheCitymayhavealreadyreceived from prospectivehousingdevelopers.

BygainingaclearunderstandingoftheCity'sexpectationsattheprojectoutset, Dudekwill avoidreworkanddelays, deliveringaplanthatexplicitlyrespondstotheCity'sneeds. Further, this initial partneringsessionprovidesthe projectteam aforum to shareaspirationsand establish relationships that will last through the life of the project.

TaskADeliverables: Attendanceattheprojectkickoffmeeting; agenda; meetingnotes; andrefinementsto the scope of services and/ or schedule as needed.

TASK B. PHASE 1 — PREPARATION OF EXISTING CONDITIONS AND

FEASIBILITY REPORT
Task61- Data Gathering and Site Confirmation
Data Gathering and Literature Review
Dudekwill gatherandreviewall relevantinformationanddatapertinentto the project. To begin, ourteamwillperformaliteraturereviewtothoroughlyunderstandtheCity'scurrent housingpolicies, inclusiveofthezoningcode, developmentstandards, andhousingelement.

We will researchapplicable laws, policies, and guidelines that have a direct impact on the productionofhousingintheCityandwhichoverlaptheworkofthiseffort, includingRegional HousingNeedsAssessment (RHNA), theCaliforniaDensityBonusLaw, andothers. Ourteam's housingpolicyadvisor, VeronicaTam, willprovideguidanceonstatehousinglaws, connection betweentheHousingIncentiveOverlayZoneandthehousingelementrequirementsandcredits for RHNA.

DUDEK HIOZ SCOPE
Site Confirmation
OurteamwillcompileanyCity -provideddata (parcels, streets, zoning/landuses, building footprints, aerialphotography, etc.) withdatagatheredbytheteam (market, property, demographic, etc.) toprepareaCity-wideexistingconditionsbasemapinGISandtoconfirm andanalyzetheusabilityofeachofthe15sitesthathavebeenpre -selectedbytheCity (or expandtoadditionalsitesif needed). WeunderstandthattheCityrecognizesthatsomeofthe 15siteswillbedeterminedtobeinfeasible. Tothatend, wearelimitingourscopeto10sites andproposingthe following methodologyto selectthe 10mostappropriatesites.

Asafirststep, ourteamwilldetermineifthesiteanditscontextaresuitableoropportunefor newresidentialdevelopmentbytestingeachsiteagainstthefollowingpreliminarycriteria, as agreeduponwiththeCity. Rankingandscoringhierarchieswillbedevelopedinpartnershipwith staff.

Parcelswithminimumwidthanddepthdimensionssuitablefortypicalmulti -family residential building types.

Parcelsthatrepresentimmediateopportunitiesforredevelopment, e.g., arecurrently vacantor occupiedby surfaceparkinglots.

Parcelsthatareunderutilized, suchaspropertieswithrelativelylowimprovementvalues relativeto their landvaluesandthereforeopportunitiesto increasethe valueof improvements. UsingthepreliminaryscreenofCountyAssessordatainGIS, the economicteamwilltesttheselectedsitesbasedonthefollowingmethodology.

First, wewillidentifyallvacantsitesorsitescurrentlyoccupiedbysurfaceparking lots. Giventheseparcelslackofimprovements, theycouldbeappropriatefor immediateredevelopmentwithachangeto aresidentiallanddesignation.

Second, wewillidentifyallpropertieswheretheimprovementvalueis40percent ofthelandvalue. Whilethereisnosetbenchmark, typicallythelandvalue represents30percentofthetotalmarketvalueofaproperty. Assuch, improvementswouldroughlyequally70percentofthetotalmarketvalue. A relativelylowimprovementvaluerelativetothelandvalueofapropertysuggests that the landis underutilizedandthat therearehighervalueimprovementsthat canbe developedon the land. It shouldbe notedthat thisis not a perfect estimateofunderutilizedland, butit canbeusedasabenchmarkto identify properties that may have potential for redevelopment.

Finally, wewillidentifylowintensitysiteswherethefloor -to -arearatiovalueis below0.10andmoreintensiveredevelopmentmaybeappropriate. "Institutional, Other, andRecreation" landusecategories, whichdonotreportbuildingsize, andspecificmultifamilycondoparcelswill not be accountedin the County Assessordatabase. Assuch, theteamwillworkwiththeCitytodetermineif such properties should be considered.

Parcelsthataretransit -adjacent, e.g., liewithinHigh -QualityTransitAreas (HQTA), definedbytheSouthernCaliforniaAssociationofGovernments (SCAG) asbeingwithin one-halfmilefrommajortransitstopsandhigh-qualitytransitcorridors.

DUDEK HIOZ SCOPE
Parcelsthatlieoutsideofareasmostvulnerableto airpollution (e.g., within500feetof freewaysor 1,000feetofdistributioncenters, etc.), asidentifiedbytheCaliforniaAir ResourcesBoard's Air Quality and Land Use Handbook.

Parcels within a 10 -minute walkshed of schools and parks.

Parcelsthat lie within the FocusAreasidentifiedin the City'sGeneralPlanplannedfor transition, marketinterest, andreinvestmentin newhousingand other uses.

Parcelswhosepropertyownershaveindicatedwillingnessto developresidentialuses.

Parcelsthat arecontiguousandoperateunderasingleownership.

Itisimportantto notethateachsite, althoughidentifiedgenerallyasallnon-residential, willvary initsability/capacityandappropriatenessto accommodatenewhousingdependingonthe site'scontext, whichwillbeexploredinTaskB3. Ourinitialresearchsuggeststhatapproximately 17percentof the City'sareaconsistsof nonresidentialparcelsthat maybe classifiedinto four types and may require different approaches:

Urban infill parcels specific to Downtown Fullerton
Infill parcelsalongmajorcommercialcorridors (specificallyalongCommonwealth Avenue)
Nodes or centers of activity at major street intersections Rail -adjacent clusters of large industrial properties
Task81 Deliverables: Siteconfirmationmethodologyandanalysisanda list o/ upto ten (10) sitesas agreedupon with the City (including a discussionof why the other sites wereexcludedbasedon evaluation criteria).

Task62- Stakeholderand CommunityEngagementandVisioning
UsingourfindingsfromTask61andTaskB3, theDudekteamwill, withassistancefromCity staff, conductup to ten (10) stakeholdervisioningmeetingswith businessandpropertyowners of the ten screenedsites, aswell aspotentialdeveloperswho mayhavealreadyexpressed interestinhousingdevelopmentintheCity. Dependingonthenumberandvarietyof stakeholders, meetingsmaybeconductedindividuallyto maintainconfidentialityasneededor asfocusgroupsto discusstopicsof sharedinterest, suchastransit -orienteddevelopment, in -fill redevelopment, mixed- use, affordable housing development, etc. These meetings will allow our team to listen to and learn about each stakeholder's issues, concerns, and appetite for redevelopment, with a focused discussion on the types of incentives or subsidies deemed most valuablebystakeholdersto developnewhousingontheirsites, especiallyaffordablehousing includingunderstandingpossiblebarriersthatlimitthesupplyof affordablehousing).

Inaddition, the Dudekteamwill conductfive communityworkshopswith the publicat -large.

Thesewillbecoordinatedaspartofabroaderoutreacheffortthatsimultaneouslycovers concurrentplanningefforts in the Citythat addresshousingpolicy. Ledby Consensus, these workshopsare meantto both informandseekbroadinput on the City's goals, the needfor additional housing, selected sites, and HIOZ. These meetings will be conducted in three rounds, corresponding to the first three phases of our work plan.

DUDEK HIOZ SCOPE
ROUND 1: INFORMATIONALAND VISIONINGWORKSHOPS
Twomeetingswillbeheldinthisround - onein-personandoneonline. Thepurposeisto introducetheplanningeffort, outlinetheCity'sgoals, andseekinputonaspirationsandneeds with regardsto housingaffordabilityandtypes.

ROUND 2: PRELIMINARY IDEAS
Twomeetingswillbeheldinthisround - onein-personandoneonline. Wewillshare preliminarydesignstudiesandprinciplesfor selectedsitesto gatherfeedbackonproposed buildingtypes, scale, anddensity.

ROUND 3: DRAFT HIOZ
Oneopenhousewillbeconductedin thisround. Wewillshareoutcomesof thedesignstudies along with elements of the draft HIOZ.

InconformancewithCOVID-19guidelinesfromCenterforDiseaseControlandPrevention, CaliforniaState, CountyofOrange, andtheCity, wewilladapttousingvirtualtools (e.g., Zoom, webinar, and other online technologies) to supplement each event. If need be, we are prepared toconductalleventsvirtually, whilestillmanagingtoeffectivelyengagewiththecommunityin anonlineformat. Ourinformationandcommunicationstechnologyandoutreachexpertswill workwithCitystaffto efficientlyandsecurelyfacilitateeachmeetinginreal-time.

Task82 Deliverables: Facilitationofupto ten (10) stakeholderinterviewsorfocusgroupsandfive (5) communityworkshops; agenda; listofobjectives/discussiontopicsforeachevent, preparationof presentation materials, and memo documenting feedbackreceived.

Task133- ExistingConditionsandDevelopmentFeasibilityReport Existing Conditions Report - Site Analysis
UsingdatagatheredfromTaskB1, ourteamwillsummarizeouranalysisof eachofthesitesinto anExistingConditionsReportthatwillincludeourmethodologyforselectingtheagreedupon numberofsites (fromTask131) andaper -siteinventoryofthefollowing:

Parcel size and shape;
Landuse and zoning;
Number and typologies of buildings on site;
Value of land and improvements on site;
Adjacencies and connections; and
Opportunitiesandconstraintsaffectingnewhousingdevelopmentonsite.

Existing Conditions Report - Market Analysis
Inaddition, theExistingConditionsReportwillalsoincludeaCity-widemarketanalysis. Pro FormaAdvisorswillleadthetaskto conductabaseeconomicassessmentofthecharacteristics oftheCityanditsplacewithinthelargecontextoftheregionaleconomy. Basedonthis assessment, ourteamwillbeginto estimatethepotentialdemandformultifamilyresidential housing. Wewillreviewrealestatemarketfundamentalsto documentrecentandfuture competitivedevelopments, recentsalesandcomparabletransactions, askingrents, vacancy

DUDEK HIOZ SCOPE
rents, and capitalization rates within the City and larger market area. Basedupon the market assessment, wewill forecastnear- and long-termdemandin the City. Specifically, wewill forecastmarketpotentialformultifamilyresidentialdevelopment, thetimingof thedemand, and the projected absorption rates.

Development FeasibilityReport
Ourteamwill alsocompilea DevelopmentFeasibilityReportthat will includea residential development feasibility study for each site. Basedon the market analysis, feedback received from stakeholders, anddirectionfrom the City, our teamwill developandtestthe development feasibilityandcapacityfornewhousingoneachof theidentifiedsites. Dependingonthe contextof eachsite, eachfeasibilitystudywill explorevariationsin the following:

New housing and/ or a mix of uses (e.g., retail) on site; Scaleand massing of building typologies;
Capacity of the number and general type of new housing units; Parking facilities;
Public realm and relationship to streetscape.

Eachfeasibility study will be represented as a conceptual level site plan and program matrix listing numberof units, total building squarefootage, retailprogram, andopenspace. To ensure that eachstudyis groundedin true marketconditions, eachstudywill bedevelopedin conjunction with an illustrative pro forma, as part of Task B4, to illustrate a comprehensive picture of each site' s development potential.

Task83 Deliverables: Existingconditionsreportconsistingof siteanalysisanda city-widemarketanalysis; and development feasibility report.

Task 64- Illustrative Pro Forma
Developed in conjunction with Task B3, an illustrative pro forma ( in a format confirmed beforehand by staff) will be prepared for each of the development scenariosfor each site. Led by ProFormaAdvisors, our teamwill conducta financialfeasibilityof eachdevelopment scenario. Revenueassumptionsusedin the financialmodelwill be primarilycollectedinthe market analysis developed from Task B3. Our team will provide hard and soft cost assumptions basedon industryknowledgewith input providedfrom a third -partyindependentcostestimator as needed. With the revenue and cost assumptions in hand, we will create a multi- year financial model that will assessthe supportable developer investment and overall feasibility of each development scenario.

Toassistwith the evaluationof eachsiteandthe overalldecision-makingprocess, ourteamwill presentthe "residuallandvalue" of eachdevelopmentscenario. Thiswill allowthe Cityand ProjectTeamto comparethe developmentalternativeswith oneanotherwith prevailingland valuesto better understand the financial feasibility of the proposed development prototypes in the marketplace. Furthermore, depending on if the land has existing improvements, it will allow for an apples -to -applescomparisonof overalldevelopmentfeasibility (inclusiveof developer

DUDEK HIOZ SCOPE
profit) among various land usesas well asa land value "hurdle" rater that can be usedto immediately validate or reject site locations.

Finally, keydevelopmentsensitivitiesspecificto the selectedsiteswill be examined. Whilewe anticipate that these will be minor given that all the development opportunities are in a similar market area, any adjacenciesissues (positive or negative) will be considered. Various levelsof affordablehousingunits, basedon percentageof total units, will alsobetestedto determine their levelof inclusioninto the site-specificdevelopmentopportunities.

Whileeachsitewill be consideredbasedon its uniqueconditions, the broadermarketand financialfeasibilityevaluationwillprovideaframeworkto analyzeandranksiteopportunitiesfor the City.

Task B4 Deliverables: Illustrative pro forma per site.

TASK C. PHASE 2 — CREATION OF FORM -BASED DEVELOPMENT

STANDARDS AND HIOZ REGULATIONS
Task C1- Form - based development standards
Ourteamwillcreateform -baseddevelopmentstandardsthatwillapplyto newresidential developmentstriggeredby the regulationssetforth in the newHIOZ. We understandthatthe Citycurrentlyprovidesform -baseddevelopmentstandardsinitsMunicipalCode (Zoning Code) toregulateresidentialdevelopmentonresidentiallyzonedland, andthatthiseffortmay beusedto updateportionsoftheexistingcodetoensurequalitydesignofthebuilt environmentwhilealsomeetinghousingdevelopmentandaffordabilitygoals.

Asastartingpoint, ourteamwillreviewChapters15.10BuildingTypesand15.12Frontage TypesoftheFullertonZoningCodetotestandidentifythestandardsthatmostclearlysupport thepreferreddevelopmentscenariosidentifiedinPhase1. Ourteamofcodeexpertswillbringa freshsetofeyes" bydraftingnewormodifiedstandardstoaddressthefollowing:

Frontagetypes: theinterfacebetweenthebuildingfaceandtheroadwaythatshapethepublic realmbasedonneighborhoodcontextandbuildinguse;
Buildingtypes: thevariationsin height, massing, setbacks, step -backs, lotcoverage, off-street parking, and other architectural features of building typologies; Street/Streetscapetypes: theinterfacebetweenthebuiltformandpublic -right-of-way; and Open Space types: the amount and nature of open space provided within each parcel.

Basedonourunderstandingof neighborhoodcontextandconstraintstohousingidentifiedin TaskB, we may recommend a context -based approach to tailor standards and ensure compatibleintegrationof housingwithinthe appropriatecontext (i.e., urbaninfill specificto Downtown, infill parcelsalongmajorcommercialcorridors, industrialareas, etc.).

DUDEK HIOZ SCOPE
Dudek'sin-houseDevelopmentServicesgroupwillworkhand-in-handwith ourplanningteam, bridgingthe gap betweenlong-rangeplanninggoalsandactualredevelopmentpotentialto ensurethat rezonedsiteshavea realisticanddemonstratedability (and ownerinterest) to redevelop within the short-term planning horizon.

Theneighborhoodcontextsmaybedistinguishedfrom oneanotherby their physicaland functional characteristics, such as:

Street, alley, and block patterns;
Building placement and height;
Diversity, distribution, and intensity of land uses; and Diversity of mobility options.

Task CI Deliverables: Draft versionof form -baseddevelopmentstandards.

Task C2- HIOZ regulations
In partnership with City staff, we will introduce a range of form -based code regulations and incentivesthatmayaidinthepromotionofalltypesof housingdesiredbythecommunity, as wellasaffordablehousingneeds. Recognizingexistingconstraintsisthefirststepinremoving housingbarriers. Someofthemajorzoningbarriersincludelimitationsondensity, housing types, setbacks, parking requirements, and unit size.

Our team will explore the feasibility and practicality in application of various incentive types while notingoverlapwith the CaliforniaDensityBonusLawandthe City's DensityBonus Ordinance), such as:

Density bonuses;
Increasedallowable building heights;
Lowered parking requirements;
Waiversor modificationsto architecturaldesignrequirements, if any, Waivers to impact fees, etc.;
Waivers to minimum unit sizes; and
Waivers to private open space requirements in exchange for enhanced common amenities.

Task C2 Deliverables: Draft versionof the HIOZ regulations.

Task C3- Draft standards and regulations for incorporation into the Fullerton Municipal Code
BasedontasksaccomplishedunderC1andC2, andin partnershipwithCitystaff, wewilldraft and package standards and HIOZ to incorporate into the Fullerton Municipal Code. This will includeall necessarycodelanguageandassociatedgraphicsasperdirectionandguidance provided by City staff.

Task C3 Deliverables: Draft Standards and Regulations.

DUDEK HIOZ SCOPE
TASK D. PHASE 3 — PREPARATION OF ENVIRONMENTAL EVALUATION AND

DOCUMENT
Summary of CEQA Approach
Basedon the City's responsesto prospective consultant's questions on the RFP, it is Dudek's understandingthat 10of the 15sitesidentifiedasopportunity siteshavebeenpreviously analyzedin the EnvironmentalImpactReport (EIR) as "FocusAreas" preparedfor the City's GeneralPlan (i.e., the FullertonPlan). Forthis reason, the Citybelievesthe FullertonPlanEIR provides a good baseline for the analysis for the HIOZ Project and much of the environmental impactevaluationandmitigationmeasuresfromtheFullertonPlanEIRcancarry-overto theEIR prepared for the HIOZ Project.

The EIRprepared for the HIOZ is likely to be a Program EIRthat analyzesbuildout of the feasible opportunity sites on a programmatic level. It is Dudek' s intent that the EIRwill include sufficient levelof detail, analysis, andmitigationoptionsto allowthe Cityandresidentialdevelopersto efficiently tier - off the EIR as redevelopment of each particular site is proposed. The EIR will be draftedwith the mindsetthat the EIRshouldbetool availableto the Cityandprojectapplicants to streamline future environmental clearance processes as development is proposed for the opportunity sites.

Task D1- Initial Study and Notice of Preparation
Consistentwith the City'sadoptedCEQAEnvironmentalChecklist (InitialStudy [IS)) andlocal CEQA implementation guidelines, Dudek will prepare one ( 1) administrative draft ISfor review andcommentby the City. Theadministrativedraft ISwill identifypotentiallysignificant environmentalimpactsassociatedwith buildout of the HIOZProject. Environmentalsetting, impactanalyses, and substantiatingdocumentationwill be providedto supportall responses andconclusionsin the IS, includingconcisetablesand high-quality, full-colorfigures. All environmentalimpactareasoutlinedin County'sadoptedCEQAEnvironmentalChecklistwill be discussedandanalyzed. TheintentoftheAdministrativeDraftISisto scope -outasmany environmental resource topics from the EIR as feasible/ defensible.

Followingone round of reviewof andcommenton the administrativedraft ISby the City, wewill makeone roundof revisions, asrequired. It is our intentthat theserevisionswill satisfactorily address all prior comments on the administrative draft IS, and no substantial review efforts beyond a final " page -turn" review will be required. This revisedversion of the ISwill serveas the final version of the document.

ConsistentwithCEQAGuidelines, Section15082, DudekwillworkwiththeCityto preparea Notice of Preparation ( NOP) of a draft EIR. The NOP will provide the responsible and trustee agenciesand the California Office of Planning and Research/State Clearinghouse (SCH) with sufficient information describing the Project and the potential environmental effects to enable the outside agencies to make a meaningful response. At a minimum, the information will include a description of the Project, location of the Project, and probable environmental impacts of the Project.

DUDEK HIOZ SCOPE
Following one round of review of and comment on the draft version of the NOP, Dudek will make one round of revisions, as required. Following revisions to the NOP, Dudek will coordinate circulation with the City for the combined IS/NOP.

Task D7 Deliverables:

IS/NOP (electroniccopy, five [5] hard copieswith appendiceson CD, 20 CDs/flashdriveswith

IS/ NOP)
SCHSummary Form (electroniccopy, 15hard copies) plus CDswith IS/NOP Noticeof Completion (NOQForm (electroniccopy, one [ 1] hardcopy) Task D2- Public Scoping Meeting
DudekwillcoordinatewiththeCityonapublicscopingmeeting. Atthemeeting, Dudekwill presentaPowerPointpresentation, monitorcommentsreceived, answerquestionspertainingto CEQAandpreparationofthedraftEIRasdirectedbytheCity, andprovideasummaryofpublic comments with regard to any environmental concerns raised. This input will be used to focus the environmentalissuesto be addressedin the draft EIR. A summaryof commentsreceivedwill be included in the draft EIR.

TaskD2Deliverables: PowerPointmeetingpresentation, scopingcommentcards, andmeeting notes/ comment summary
Task D3- Program - Level Technical Analysis
Dudek will conduct program -level technical analysesto support the evaluation and determinations in the HIOZ as follows:

Program -levelairquality, greenhousegasemissions, andenergyassessment; Program -levelculturalresourcesinventory,
Program - level noise and vibration assessment; and
Program - level traffic/ vehicle miles traveled assessment.

Thisprogrammaticanalysiswill be memorializedin individualtechnicalmemorandumsor directlyintheapplicableEIRsections. Priorto commencingworkonthesetechnicalanalyses, DudekwillcoordinatewiththeCitytotailorthescopesoftheanalysisto meettheCity's expectationswhilebeingmindfulof the budgetaryconstraintsfor the analyses.

TaskD3 Deliverables: Technicalanalysesincludeddirectlyin individualtechnicalmemorandumsor directly in the applicable EIRsections (electronic copies) Task D4- Administrative Draft EIR
Consistent with CEQAGuidelines, Article 9, Dudek will prepare one administrative draft EIRfor review and comment by the City. As required by CEQAand the CEQAGuidelines, the administrativedraftEIRwillincludethefollowingchapters: Introduction, ExecutiveSummary, EnvironmentalSetting, ProjectDescription, EnvironmentalAnalysis, CumulativeImpacts, Other CEQAConsiderations, and Alternatives to the Project. Eachof the EIR's Environmental Analysis sections will include a discussion of each environmental topic within four main sections: (1)

DUDEK HIOZ SCOPE
ExistingConditions, (2) RegulatoryFramework, (3) Impactsand Mitigation, and (4) References.

Thediscussionof impactsandmitigationwill be dividedinto subsectionsbasedon the recent update to CEQAGuidelines, Appendix G, Environmental Checklist, questions. Eachof these subsections will enable clarity, ease of use, and organization, and each subsection will be headed by asummaryboxor table.

BasedonourunderstandingoftheHIOZProjectandtheCity, weassumethatuptothirteen (13) environmentalanalysisdraftEIRsectionswillneedto beprepared, includingbutnotlimitedto, thefollowingpotentialenvironmentalissuesthatmayneedtobecomprehensivelyaddressedin their ownsections (asopposedto being "focusedout" in the IS/NOP):

1. Aesthetics

2. Air Quality

3. Biological Resources

4. Cultural Resources and Tribal Cultural Resources
S. Energy

6. Greenhouse Gas Emissions

7. Hazards and Hazardous Materials

8. LandUseand Planning

9. Noise

10. Populationand Housing

11. Public Services

12. Transportation

13. Utilities and Service Systems
Inadditionto the EnvironmentalAnalysissections, the administrativedraft EIRwill alsoinclude the followingchapters: CumulativeImpacts (includedwithin eachenvironmentalanalysissection listedpreviously), OtherCEQAConsiderations, andAlternativesto theProject (notethatthis scopeofworkandbudgetassumesupto three [3] Projectalternatives, includingthe "No Project' alternative, would be analyzed).

TaskD4Deliverables: AdministrativedraftEIR (electroniccopy) Task D5- Screencheck Draft EIR
Followingreceiptof commentsfrom the Cityon the administrativedraft EIR, Dudekwill update the documentandre -submitthe screencheckdraft EIR. Thepurposeof this screencheck submittalisto allowthe Cityto reviewthe revisionsmadeto the administrativedraft EIR. Once the City performsthe final reviewandcommentonthe screencheckdraft EIR, Dudekwill respondto thesefinal comments, reviewthe proposededits, andpreparea proofcheckdraft EIR in anticipationof finalizingthe documentfor publicreview.

Task DS Deliverables:

Screencheckdraft EIR (electroniccopy)
ProofcheckdraftEIR (electroniccopy)

DUDEK HIOZ SCOPE
Task D6- Public Review Draft EIR
Followingthefinal "page -turn" reviewof theProofcheckdraftEIR, Dudekwillprepareand publiclydistributethepublicreviewdraftEIRto theCountyClerk, SCH, responsibleandtrustee agencies, surroundingjurisdictions, andotherinterestedpartiespursuantto the distributionlist preparedby the City. Technicalappendiceswill be providedon aCD/flashdriveaffixedto the backcoverof allhardcopiesof thedraftEIR. Dudekwilldistributethedeliverablesviacertified mailand/or overnightserviceandwill includethe Noticeof Availability (NOA) of a draftEIR preparedbyDudek. Anoptimized, online -readyelectronicversionof thedraftEIRwillalsobe provided to the City.

Task D6 Deliverables:

DraftEIR (electroniccopy, 20 hardcopieswith appendiceson CD, and40 CDs/flashdriveswith draft EIR plus appendices)
SCHSummaryForm (electroniccopy, 75hardcopies) plusCDswith draft EIRandappendices NoticeofCompletion (NOQForm (electroniccopy, one [1] hardcopy) TaskD7- FinalEIR, ResponsetoComments, andMitigationMonitoringandReporting Program
Dudekwillprovideresponsesto commentsfromallagencyandpubliccommentsthatraise substantiveenvironmentalissuesassociatedwith the publicreviewdraft EIR. Theresponseswill bethoughtfulandthoroughandwillbeprovidedinaseparatedraftResponseto Comments RTC) memorandum. BasedonthenatureoftheProjectandtheproximitytopotential stakeholders, it isanticipatedthatnomore50commentswillbereceivedbytheCityinrelation to the Project (note that a singlecommentletter mayincludeseveralcomments). Noletters fromanypotentialProjectopponent'sattorneysareassumed. Ifanextraordinarynumberof commentletters, lettersfromProjectopponent'sattorneys (whichareoftenlengthyand/or overly technical), or comment letters requiring new analysisare received, Dudek will discussthe budgetaryimplicationswiththeCity, andanaugmentmayberequiredif anyofthese circumstances occurs.

Dudekwillprepareamitigationmonitoringandreportingprogram (MMRP) pursuantto CEQA Guidelines, Section15097. TheMMRPwill containall mitigationmeasuresrecommendedin the finalEIR. TheMMRPwillprovidetheCitywithasinglesourceof referenceto themitigation measuresincludedinthefinalEIR. Foreachmeasureorgroupofsimilarmeasures, theparty responsibleforensuringproperimplementationwillbeidentified, alongwiththetimingand method of verification.

DudekwillcoordinatewiththeCitytodetermineif anyrevisionsofthedraftEIRwillberequired as a result of public review and comments on the document. All revisions will be shown as changesto the originaldraft EIRtext in strikeout/underlineformat. In additionto thesechanges, thefinalEIRwillalsobecomposedoftheRTCmemorandumandMMRP. Uponfinalizingthe finalEIR, DudekwillcoordinatedistributiontoallpartieswhorequestedacopyfromtheCity.

DUDEK HIOZ SCOPE
Task D7 Deliverables:

Draft and final versionsof the RTCmemorandum (electronic copies) Draft and final versions of the MMRP (electronic copies) Administrative, Screencheck, and final versionsof the final EIR (electronic copy, 20 hard copieswith appendices on CD, and 40 CDs/ floshdrives with final EIR plus appendices) Task D8- Findings of Factand Statement of Overriding Consideration Dudek will prepare a draft Findings of Fact for each significant effect identified in the Final EIR and prepare a Statement of Overriding Considerations if unavoidable significant impacts are identified. As required by CEQA Guidelines, one of three findings must be made for each significant effect and must be supported by substantial evidence in the record. The Statement of Overriding Considerations will rely on input from the project team regarding the benefits of the project. Dudek will consult with the project team to review and finalize the Findings and Statement of Overriding Considerations for the City's ultimate adoption.

Task D8 Deliverables:

Draft and final versionsof the Findings of Factand Statementof Overriding Considerations (electronic copies)
TASK E. PHASE 4 — ADOPTION AND IMPLEMENTATION
It is our goal to ultimately produce form -based development standardsand HIOZregulations that are clear, concise, and user-friendly to be able to incentivize, streamline, and accelerate the production of housing in the City. Dudek will prepare nearly final versions of the form -based development standards, HIOZ regulations, and associatedCEQAanalysiswith City staff prior to presenting for adoption.

Dudek will prepare presentation materials that are graphically -engaging in order to sharekey recommendations and findings with the Planning Commission, City Council, and members of the public; will provide oral presentations; and will be available to addressany questions that arise at public hearings. Public hearing comments will be incorporated into the documents prior to final production. Once Planning Commission, City Council, City staff, and public comments have been incorporated, Dudek will produce the final documents for adoption and present them at adoption hearings.

Task E. Deliverables:

Final versions of the form - based development standards and HIOZ regulations; attendance at one ( 1) Planning Commission meeting and one (1) City Council meeting; and preparation of presentation materials.

TASK F — ATTENDANCE AT MEETINGS
Task F1- Attendance at monthly coordination meetings
As a means to work closely with City staff, the Dudek project manager will scheduleand facilitate conference call meetings every month with City staff to review work conducted, plan for upcoming tasks and milestones, and ensure that the project remains on time and within budget. Dudek team task leaders will be invited as needed per the agenda of individual calls.

DUDEK HIOZ SCOPE
Dudek will provide an agenda in advance of each meeting and will host calls asvirtual meetings, which allow for audio and video conferencing and computer screensharing as needed. Dudek will provide meeting notes as needed.

Task F7 Deliverables: Facilitation and attendanceat monthly meetings; agendas; and meeting notes as needed.

Task F2— Attendance at public meetings
To engage the public and City leaders effectively at project milestones, Dudek plans to attend and help facilitate the following public meetings:

One ( 1) project kickoff meeting and study session with City staff ( per Task 1); Up to ten ( 10) stakeholder meetings with site property owners ( per Task 62); Up to five ( 5) community engagement workshops ( per Task 132); One (1) EIRscoping meeting (per TaskD4);
One (1) Planning Commission public hearing (per TaskF1); and One ( 1) City Council public hearing ( per task F1).

Task F2 Deliverables: Facilitation and attendance at public meetings and agendas and meeting notes as needed.

CITY OF FULLERTON

DUDEK -SUMMARYCOSTPROPOSAL - DEVELOPMENTOFA HOUSINGINCENTIVEOVERLAYZONEANDAPPLICABLECEQAANALYSIS

DUDEK VERONICATAM& PROFORMA CONSENSUS REIMBURSASM TASKTOTAL

ASSOCIATES ADVISORS

TASK A- INITIATION OF THE PROJECT/ KICK- OFF
600
jTASK6- EXISTING. CONDITIONSANDFEASIBILITYREPORT
TaskBZ Stakeholderand CommunityEngagementand
Task B4: Illustrative

TASK C - FORM - BASED DEVELOPMENT STANDARDS AND HIOZ REGULATIONS 0 TASK D - PREPARATION OF ENVIRONMENTAL EVALUATION AND DOCUMENT Task D. Preparation of environmental evaluation and
document $ 154, 105 $ 0 $ 0 $ 0 $ 600 ` $ E54 ] OS

TASKE- ADOPTION & IMPLEMENTATION
Task E: Adoption & Implementation $ 3, 220. $ 0 $ 0 $ 0 $ 100 $ 3320 4, 150
105, 080
47, 100
154, 705
3, 320
TASK F - ATTENDANCE AT MEETINGS $ 20, 515
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e/28/20211 8/ 17/ 2020
THISCERTIFICATEISISSUEDASA MATTEROFINFORMATIONONLYANDCONFERSNORIGHTSUPONTHECERTIFICATEHOLDER. THIS

CERTIFICATEDOESNOTAFFIRMATIVELYORNEGATIVELYAMEND, EXTENDORALTERTHECOVERAGEAFFORDEDBYTHEPOLICIES BELOW. THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEA CONTRACTBETWEENTHEISSUINGINSURER(S), AUTHORIZEDREPRESENTATIVEOR PRODUCER, AND THE CERTIFICATEHOLDER.

IMPORTANT: IfthecertificateholderisanADDITIONALINSURED, thepolicy(ies) musthaveADDITIONALINSUREDprovisionsorbeendorsed.

IfSUBROGATIONISWAIVED, subjecttothetermsandconditionsofthepolicy, certainpoliciesmayrequireanendorsement. A statementonthis certificatedoesnot conferri hts to the certificateholder in lieu of suchendorsement(s).

PRODUCERLOCkton Companies
444444 W. 47th Street, Suite 900
Kansas City MO 64112-1906
816) 960- 9000

CONTACT- ONT CT
NAME: PHONERMI.

IFAXA "°'

E-MAILADDRESS,
INSURERS AFFORDING COVERAGE Nate It
LIMITS
INSURERA: Zurich American Insurance Company 16535

X COMMERCIAL GENERAL LIABILITY

INSUREDDUDEK
1474539605THIRDSTREET
ENCINITAS CA 92024
INSURERB:CDnti ental $ ua CO an 20443
INSURER c
INSURER D:

INSURER E
INSURER F :

RCYIAIVK NUMOCK: A2LAAAA2L

THISISTOCERTIFYTHATTHEPOLICIESOFINSURANCELISTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOLICYPERIOD INDICATED. NOTWITHSTANDINGANYREQUIREMENT, TERMORCONDITIONOFANYCONTRACTOROTHERDOCUMENTWITHRESPECTTOWHICHTHISCERTIFICATEMAYBEISSUEDORMAYPERTAIN, THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONSANDCONDITIONSOFSUCHPOLICIES. LIMITSSHOWNMAYHAVEBEENREDUCEDBYPAIDCLAIMS.

KLTRSR1 TYPE OF INSURANCE ABDL UBRPOLICY
WInd POLICY NUMBER
EFF

MM POLICYEXPD LIMITS

A X COMMERCIALGENERALLIABILITY Y N
CLAIMS -MADEFxIOCCUR
GLO0146311 8/28/ 2020 8/28/ 2021 EACH OCCURRENCE $ 1, 000, 000 PREMISES Ea occunence $ 100, 000
MED EXP (Any onePerson) s 10, 000
PERSONALS ADV INJURY $ 1000000
GEWL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE - $ 2000000 PRODUCTS-COMP/OPAGG $ 2, 000, 000
POLICY jEa O LOC
OTHER: I
A AUTOMOBILELIABILITYp] N BAP0146329 8/28/ 2020 8/28/ 2021OMBI INGLE LIMIT $ Ea aodd. rd ] 000 000

XANY AUTO
BODILY INJURY Per Person) $ i i{ i{ iI= OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY awident) $ =

HIRED NON - OWNED

AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE
Par ao9dent $ xxx
Yxxxxxx
UMBRELLA OCCUR NOTAPPLICABLE EACHOCCURRENCE $ XXXRXJIX
EXCESS LIAR CLAIMS - MADE AGGREGATE $ X{ JO{} O(}[
DED RETENTION$
A WORHERSAND Y iI PER EREMPLOYERS' EMPLOYERS LIABILITY YIN WC0146330 8/ 28/ 2020 8/ 28/ 2021 E. L. EACH ACCIDENT $ ] OQQOQQOFICERMIEMER
EXANY
CLUDED?ECUTIVEFN NIA
Mandatory In NH)
es, describe under E. L. DISEASE - EA EMPLOYEE $ ] 000000 E. L. DISEASE - POLICY LIMIT $ ] OOO 00
DDESCRIPTION OF OPERATIONS below

B PROFESSIONAL

LIABILITY
N N EEH591932835 8/ 28/ 2020 8/ 28/ 2021 PER CLAIM $ 2, 000, 000 AGGREGATE $ 2,000, 000
OMCReRIONOFOPERATIONSILOCATIONS / VEHICLES (ACORD101, A RionalRemarksSeheduN, maybeattachedHmorasWuisrequired) PROFESSIONALSERVICESFORTHEDEVELOPMENTOFAHOUSINGINCENTIVEOVERLAYZONEANDAPPLICABLECEQAANALYSIS; CITY,TTSELECTED APPOINTEDOFFICIALS, OFFICERS, EMPLOYEESANDVOLUNTEERSISINCLUDEDASANADDITIONALINSUREDONTHEGENERALLIABILITYPOLICY. WAIVEROFSUBROGATIONINFAVOROFTHEADDITIONALINSUREDONTHEWORKER'SCOMPENSATIONPOLICY. GENERALLIABILITYISPRIMARYANDNON-CONTRIBUTORY. 30DAYNOTICEOFCANCELLATIONAPPLIES, 10DAYSNOTICEFORNON- PAYMENT OF PREMIUM. 16864444

CITY OF FULLERTON
303 W. COMMONWEALTH AVE.

FULLERTON CA 92832

SHOULD ANY OF THEABOVE DESCRIBEDPOLICIESBE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED
reserved,
w. I< V Iww7 I ne ACOKU name and logo are registered marks of ACORD Attachment Code: D574649 Certificate ID: 16864444
Additional Insured — Automatic — Owners, Lessees Or ZURICH® Contractors
PolicyNo, Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No, Addy. Prem Retum Prem.

GLOO146311 8/ 28/ 2020 8/ 28/ 2021 8/ 28/ 2020
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured:

Per attached certificate
This endorsement modifies insurance provided under the: Commercial General Liability Coverage Part A. Section II — Who Is An Insured is amended to include as an additional insured any person or organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organization is an additional insured only with respect to liability for bodily injury", ' property damage" or " personal and advertising injury" caused, in whole or in part, by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your behalf, in the performance of your ongoing operations or "your work" as included in the " products -completed operations hazard", which is the subject of the written contract or written agreement.

However, the insurance afforded to such additional insured:

1. Only applies to the extent permitted by law; and

2. Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured.

B. With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to:

Bodily injury", ' property damage" or " personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services including:
a. The preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities.

This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the " occurrence" which caused the ' bodily injury" or " property damage", or the offense which caused the " personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services.

C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV — Commercial General Liability Conditions:

The additional insured must see to it that:

1. We are notified as soon as practicable of an "occurrence" or offense that may result in a claim;

2. We receive written notice of a claim or " suit" as soon as practicable; and

3. A request for defense and indemnity of the claim or "suit' will promptly be brought against any policy issued by another insurer under which the additional insured may be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non- contributory.

D. For the purposes of the coverage provided by this endorsement:

1. The following is added to the Other Insurance Condition of Section IV — Commercial General Liability Conditions:

Primary and Noncontributory insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured provided that:
a. The additional insured is a Named Insured under such other insurance; and 4Eo! FbF
CERTIFICATE OF LIABILITY INSURANCE 8/28/ 20208/28/ 2020zo pD""""'
77/ 16//16/2020
THISCERTIFICATEIS ISSUEDAS A MATTEROF INFORMATIONONLYANDCONFERSNO RIGHTSUPONTHECERTIFICATEHOLDER. THIS

CERTIFICATEDOESNOTAFFIRMATIVELYOR NEGATIVELYAMEND, EXTENDOR ALTERTHE COVERAGEAFFORDEDBY THE POLICIES BELOW. THISCERTIFICATEOFINSURANCEDOESNOTCONSTITUTEA CONTRACTBETWEENTHEISSUINGINSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If thecertificateholderIsanADDITIONALINSURED, thepolicy(les) musthaveADDITIONALINSUREDprovisionsor beendorsed.

If SUBROGATIONISWAIVED, subjecttothetermsandconditionsofthepolicy, certainpoliciesmayrequireanendorsement. A statementon this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).

PRODUCERLOCkton Companies
444 W. 47th Street, Suite 900
City MO 64112-1906
816) 960- 9000
ONTACTNAME: PHONE FAX
MPKansasN' aC Na
L

ADDRESS,

INSURERS AFFORDING COVERAGE NAIL N
A
INSURERA:Zurich American InsuranceCompany 16535
Y
INSUREDDUDEK1474539 INSURERB: Continental Casualtym C an 20443 605 THIRD STREET
ENCINITAS CA 92024
INSURERC:

INSURER O:

INSURER E:

MED EXP (AnyonePerson) s 10, 000

INSURER F
C VCRAGES CERTIFICATE N" MRFR•
I98" AAA
ovtnernu uuueee.
vLAAAAA

CERTIFICATEMAYBEISSUEDORMAYPERTAIN, THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHETERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCEDBY PAID CLAIMS.

INSRLT I TYPE OF INSURANCE

ADDL SUB

POLICY NUMBER

POLICY EFF
M

POLICY EXP

MID LIMITS

A X COMMERCIALGENERALLIABILITY

CLAIMS - MADE OCCUR
Y N GLOO146311 8/28/ 2019 8/28/ 2020 EACHOCCURRENCE $ 1,000, 000 DAMAGE TO RENTED —
PREMISES Eaoa ...) s 100. 000
MEDEXP (Anyone Person) s 10, 000
PERSONALSADVINJURY s 1 000 000
GEN' L AGGREGATE LIMIT APPLIES PER:

POLICYa] PRO, FLOC
GENERAL AGGREGATE $ 2. 000. 000
PRODUCTS-COMP/OPAGO $ 2. 000. 000
OTHER:

A AUTOMOBILE LIABILITY

ANY AUTO

OWNED SCHEDULED

AUTOS ONLY AUTOS

HIRED NON - OWNED

AUTOS ONLY AUTOS ONLY
N N BAP0146329 8/28/ 2019 8/28/ 2020
amenX
eeMINEDSIN. LIMIT $ 1, 000, 000000 000
BODILY INJURY ( Per pmon) $ }() C}{=
BODILYINJURY (Pineodden0 $ XXXXXXX

PROPERTY DAMAGE
Par a en s XX) O=
s XXXXX) x
UMBRELLA UAB OCCUR NOT APPLICABLE EACH OCCURRENCE s XXXXXXX EXCESS LIAR CLAIMS - MADE AGGREGATE $ XXXXXXX
DED RETENTION$
X) C)O{) C){X
A WORKERSCOMPENSATIONANDEMPLOYERS* LIABILITY
YIN

ANY PROPRIETORIPARTNER/ EXECUTIVE
OFFICER/ MEMBER EXCLUDED?
Mand,dory in NH)
If es, eesrriM antler
DESCRIPTION OF OPERATIONS Mlow
NIA
Y WC0146330 2$/2019 8/28/2020 X ST?UTE ER
E. L. EACHACCIDENT $ 1000000
E.L. DISEASE -EA EMPLOYEE $ 1000000
E.L. DISEASE - Po ,CYLIMIT $ 1000, 000

B PROFESSIONAL

LIABILITY
N N EEH591932835 8/28/ 2019 8/28/ 2020 PER CLAIM $ 2,000, 000 AGGREGATE $ 2, 000, 000
DESCRIPTIONOFOPERATIONS / LOCATIONSIVEHICLES (ACORDtot, AJtlitlonaiRemarksSaWule, maybeaft. MdBmoreapaceIsmquIM) PROFESSIONALSERVICESFORTHEDEVELOPMENTOFA HOUSINGINCENTIVEOVERLAYZONEAND APPLICABLECEQAANALYSIS; CITY,

ITSELECTEDORAPPOINTEDOFFICIALS, OFFICERS, EMPLOYEESANDVOLUNTEERSISINCLUDEDASANADDITIONALINSUREDONTHE GENERALLIABILITYPOLICY. WAIVEROFSUBROGATIONINFAVOROFTHEADDITIONALINSUREDONTHEWORKER'SCOMPENSATION POLICY. GENERALLIABILITY ISPRIMARYAND NON-CONTRIBUTORY. 30DAYNOTICEOFCANCELLATIONAPPLIES, 10DAYSNOTICEFOR NON- PAYMENT OF PREMIUM.
76864444

CITY OF FULLERTON
303 W. COMMONWEALTH AVE.

FULLERTON CA 92832
AW KU 25 ( 2016/ 03)

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
rhe ACORD name and logo are registered marks of ACORD
reserved.

Attachment Code: D574649 Certificate ID: 16864444
Additional Insured — Automatic — Owners, Lessees Or ZURICH® Contractors
Policy No, Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No, Add' I. Prem Retum Prem.

GLOO146311 08/ 28/ 2019 08/ 28/ 2020 08/ 28/ 2019
64955000
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured:

Per attached certificate
This endorsementmodifiesinsuranceprovided underthe: CommercialGeneral LiabilityCoveragePart A. Section II — Who Is An Insuredis amendedto includeas an additionalinsured any personor organization whom you are required to add as an additional insured on this policy under a written contract or written agreement. Such person or organizationis an additionalinsured only with respectto liabilityfor bodilyinjury", "propertydamage" or "personalandadvertisinginjury" caused, in wholeorinpart, by:

1. Your acts or omissions; or

2. The acts or omissionsof those acting on your behalf, in the performanceof your ongoing operationsor "your work" as includedin the "products -completed operations hazard", which is the subject of the written contract or written agreement.

However, the insurance afforded to such additional insured:

1. Only applies to the extent permitted by law; and

2. Will not be broaderthan that which you are requiredby the written contractor writtenagreementto provide for such additional insured.

B. With respect to the insuranceaffordedto these additionalinsureds, the following additionalexclusion applies: This insurance does not apply to:

Bodilyinjury", "propertydamage" or "personaland advertisinginjury" arising out of the renderingof, or failureto render, any professionalarchitectural, engineeringor surveyingservices including:
a. The preparing, approvingor failingto prepare or approvemaps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architecturalor engineeringactivities.

This exclusionapplieseven if the claims against any insuredallegenegligence or other wrongdoingin the supervision, hiring, employment, training or monitoringof others by that insured, if the "occurrence" which caused the " bodily injury" or "property damage", or the offense which caused the " personal and advertisinginjury", involvedthe renderingof or the failureto renderany professionalarchitectural, engineering or surveying services.

C. The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of SectionIV — CommercialGeneral LiabilityConditions:

The additional insured must see to it that:

1. We are notified as soon as practicableof an "occurrence" or offense that may result in a claim;

2. We receive written notice of a claim or " suit" as soon as practicable; and

3. A requestfor defenseand indemnityof the claim or "suit" will promptly be brought againstany policy issuedby anotherinsurer under which the additionalinsuredmay be an insured in any capacity. This provision does not apply to insurance on which the additional insured is a Named Insured if the written contract or written agreement requires that this coverage be primary and non-contributory.

D. Forthe purposesof the coverage providedby this endorsement:

1. The following is added to the Other Insurance Condition of Section IV — CommercialGeneralLiability Conditions:

Primary and Noncontributory insurance
This insuranceis primary to and will not seek contributionfrom any other insuranceavailableto an additional insured provided that:
a. The additional insured is a Named Insured under such other insurance; and Attachment Code: D574649 Certificate ID: 16864444
b. You are required by written contract or written agreementthat this insurance be primaryandnot seek contribution from any other insurance available to the additional insured.

2. The following paragraph is addedto Paragraph4.b. of the Other InsuranceConditionof SectionIV — Commercial
General Liability Conditions:

This insurance is excess over:

Any of the other insurance, whether primary, excess, contingentor on any other basis, availableto an additionalinsured, in which the additional insured on our policy is also covered as an additionalinsured on another policy providing coverage for the same ' occurrence", offense, claim or "suit'. This provision does not applyto any policy in which the additionalinsured is a Named Insuredon suchotherpolicyand where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primary and non- contributory basis.

E. This endorsementdoes not apply to an additional insuredwhich has been addedto this policyby an endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured.

F. Withrespectto the insuranceaffordedto theadditionalinsuredsunderthisendorsement, thefollowing is added to Section III — Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amountof insurance:

1. Required by the written contract or written agreement referenced in Paragraph A. of this endorsement; 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.

All other terms and conditions of this policy remain unchanged.

U - GL - 1175- F CW ( 04/ 13)
Attachment Code: D574650 Certificate ID: 16864444
Policy Number, WC0146330

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06
SEci. 4- 841
WAIVER. OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—

CALIFORNIA
Wehavetherightto recoverourpaymentsfromanyoneliablefor aninjurycoveredbythispolicy. Wewill 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.)
You must maintain payrollrecordsaccuratelysegregatingthe remunerationof your employeeswhile engaged in the work described in the Schedule,
The additional premiumfor this endorsementshall be 0 % of the Californiaworkers' compensationpre, mium otherwise due on such remuneration.

Person or Organization Schedule
Per attached certificate
Job Description

ALL PERSONS AND/ OR ORGANIZATIONS THAT

ARE REQUIRED BY WRITTEN CONTRACT OR

AGREEMENT WITH THE INSURED, EXECUTED

PRIOR TO THE ACCIDENT OR LOSS, THAT

WAIVER OF SUBROGATION BE PROVIDED
UNDER THIS POLICY FOR. wow( PERFORMED

BY YOU FOR THAT PERSON AND/ OR ORGANIZATION
WC 252 ( 4841
WC 04 03 06 ( Ed. 4- 84)
Attachment Code: D574649 Certificate ID: 16864444
b. Youarerequiredbywrittencontractorwrittenagreementthatthisinsurancebeprimaryandnotseek contribution from any other insurance available to the additional insured.

2. The following paragraphis added to Paragraph4.b. of the Other InsuranceConditionof SectionIV — Commercial
General Liability Conditions:

This insurance is excess over:

Anyof theotherinsurance, whetherprimary, excess, contingentoron anyotherbasis, availableto an additional insured, in which the additionalinsured on our policy is also coveredas an additionalinsured on another policy providing coverage for the same " occurrence", offense, claim or " suit'. This provision doesnotapplytoanypolicyinwhichtheadditionalinsuredisa NamedInsuredonsuchotherpolicyand where our policy is required by a written contract or written agreement to provide coverage to the additional insured on a primaryand noncontributory basis.

E. Thisendorsementdoesnotapplytoanadditionalinsuredwhichhasbeenaddedtothispolicybyan endorsement showing the additional insured in a Schedule of additional insureds, and which endorsement applies specifically to that identified additional insured.

F. Withrespecttotheinsuranceaffordedtotheadditionalinsuredsunderthisendorsement, thefollowing is added to Section III — Limits Of Insurance:

The most we will pay on behalf of the additional insured is the amount of insurance:

1. Requiredby the written contractor written agreement referencedin ParagraphA. of this endorsement; 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.

All other terms and conditionsof this policy remain unchanged.

U -GL - 1175- F CW ( 04/ 13)
Attachment Code: D574650 Certificate ID: 16864444
Policy Number, WC0146330

WORKERS' COMPENSATIONANDEMPLOYERS' LIABILITYINSURANCEPOLICY WC 04 03 06
SEci. 4- 841
WAIVER. OF OUR RIGHTTO RECOVERFROM OTHERSENDORSEMENT—

CALIFORNIA
Wehavetherighttorecoverourpaymentsfromanyoneliableforaninjurycoveredbythispolicy. Wewill not enforce our right against the personor organizationnamedin the Schedule. (This agreementapplies onlyto theextentthatyouperformworkundera writtencontractthatrequiresyouto obtainthis agreement from us.)
Youmustmaintainpayrollrecordsaccuratelysegregatingtheremunerationofyouremployeeswhile engaged in the work described in the Schedule,
Theadditionalpremiumforthisendorsementshallbe0 % oftheCaliforniaworkers' compensationpre, mium otherwise due on such remuneration.

Person or Organization Schedule
Per attached certificate
Job Description

ALL PERSONS AND/ OR ORGANIZATIONS THAT

ARE REQUIRED BY WRITTEN CONTRACT OR

AGREEMENT WITH THE INSURED, EXECUTED

PRIOR TO THE ACCIDENT OR LOSS, THAT

WAIVER OF SUBROGATION BE PROVIDED
UNDER THIS POLICY FOR. wow( PERFORMED

BY YOU FOR THAT PERSON AND/ OR ORGANIZATION
WC 252 ( 4841
WC 04 03 06 ( Ed. 4- 84)
DocuSign Envelope ID: 9E5EB36E- CA3E- 41D9- B5CA- 8D3CE85F9B9F

EXHIBIT D
W- 9 FORM
DocuSign Envelope ID: 4E72917D- ECFF- 4A64- ADBB- CA3F681CC4E9 FormW' 9 Request for Taxpayer Give Form to the
Rev. December 2014)
Identification Number and Certification
Employer identification
requester. Do not
Depadmemof meTreasury
Imemel Revenue Service send to the IRS.
1 Name (asshownonyourincometaxreturn). Nameisrequiredonthisline; do notleavethislineblank.

Dudek
N 2 Businessname/disregardedentityname, Ifdifferentfromabove m
a 3CheckappropriateboxforfederaltaxclassifrAdion; checkon oneofthefollowingsevenboxes: h 9 4 Exemptions codes applyp ( viduonlytoc
p
Individual/ sole proprietor orProf C Corporation S Corporation Partnership Trost/estate certainentities, notindividuals; seeinstructions on page 3):

G
LLC
LimitedLimitedliabilitycompany. Enterthetaxclassification (C corporation, S=Scorporati)n, P=partnership) Exemptpayeecode (it any) p Note. Fora single -memberLLCthatisdisregarded, do notcheckLLC; checkthe appropriateboxinthelineabovefor ExemptionfromFATCAreporting x the tax classification of the single -member owner. code ( iany) Ca{ Other ( we instructions) 10 sopa, m. aw„ nm mr o. eo„ ae• m: u. sv E 5 Address (number, street, and apt. or suite no.) Requester' s name and address ( optional) S 605 Third Street
m 6 City, state, and21Pcode
V) Encinitas, CA. 92024
7 List account number( s) here ( optional)
Enteryour TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backupwfthhoiding. ForIndividuals, thisisgenerallyyoursocialsecuritynumber (SSN). However, fora resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other Social security number
entities, it is your employer identification number (EIN). If you do not havea number, see How to get a TIN on page 3.
or
Note. Iftheaccountis inmorethanonename, seetheinstructionsfor line1andthechartonpage4for Employeridentification guidelines on whose number to enter. fTl I— Tr
a© oo© no©
Under penalties of perjury, I certify that:

1. Thenumbershownonthisformismycorrecttaxpayeridentificationnumber (orIamwaitingforanumbertobeissuedtome); and

2. 1amnotsubjecttobackupwithholdingbecause: (a) Iamexemptfrombackupwithholding, or (b) IhavenotbeennotifiedbytheInternalRevenueService (IRS) thatI amsubjecttobackupwithholdingasaresultofafailuretoreportallinterestordividends, or (c) theIRShasnotifiedmethatIam no longer subject to backup withholding; and

3. 1am a U.S. citizen or other U.S. person ( defined below); and

4. TheFATCAcode(s) enteredonthisform (ifany) indicatingthatIamexemptfromFATCAreportingiscorrect.

Certificationinstructions. Youmustcrossoutitem2aboveityouhavebeennotifiedbytheIRSthatyouarecurrentlysubjecttobackupwithholdingbecauseyouhavefailedtoreportallinterestanddividendsonyourtaxreturn. Forrealestatetransactions, item2doesnotapply. Formortgageinterestpaid, acquisitionorabandonmentofsecuredproperty, cancellationofdebt, contributionstoanindividualretirementarrangement (IRA), and generally, paymentsotherthaninterestanddividends, youarenot requiredto signthe certification, butyoumustprovideyourcorrectTIN. Seetheinstructions on page 3. a• yn
signature of
n
Here U. S. person IA kMalC
General Instruction` s"""'"'
WIA 9sU
Section referencesare to the Internal RevenueCode unlessotherwise noted.

Futuredevelopments. InformationaboutdevelopmentsaffectingFormW-9 (such as legislationenacted after we release it) is at www.irs.gov/fiv9.

Purpose of Form
An individualor entity (Form W-9 requester) who is required to file an information return with the IRSmust obtain your correct taxpayer identification number (TIM which may be your social security number ( SSN), Individual taxpayer identification number ( ITIM, adoption taxpayer identification number ( ATIN), or employer identificationnumber (EIN), to reportonanInformationreturntheamountpaidto you, or other amount reportable on an information return. Examples of information returns Include, but are not limited to, the following:

Form 1099 -INT (interest earned or paid)
Form 1099 -DN (dividends, including those from stocks or mutual funds) Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) Form10995 (stockormutualfundsalesandcertainothertransactionsby brokers)
Form 1099- S ( proceeds from real estate transactions)
Form 1099-K (merchant card and third parry network transactions) Do" 1/ 23/ 2020
Form 1098 (home mortgage interest), 1098-E (student loan Interest), 1098-T tuition)
Form 1099- C (canceled debt)
Form1D99 -A (acquisitionor abandonmentofsecuredproperty) Use Forth W-9 only if you area U.S. person (includinga resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backupwithholding. SeeWhatisbackupwithholding? onpage2.

By signing the filled - out forth, you:

1. Certify that the TIN you aregiving Is correct (or youare waking for a number to be Issued),

2. Car* that you are not subject to backup withholding, or

3. ClaimexemptionfrombackupwithholdingIfyouareaU.S. exemptpayee. If applicable, you are also certifying that as a U. S. Person, your allocable share of any partnership income from a U. S. trade or business Is not subject to the withholding tax on foreign partners' shareof effectivelyconnected income, and

4. CertifythatFATCAcode(s) enteredon thisform (f any) indicatingthatyouare exemptfromthe FATCAreporting, iscorrect. SeeWhatisFATCAreporting? on page 2 for further information.

Cat. No. 10231X Form W- 9 ( Rev. 12-2014)

City Council - Successor Agency - Housing AuthorityMarch 19, 2024

City Council - Successor Agency - Housing Authority
March 19, 2024