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HomeMy WebLinkAboutBargas Environmental Consulting, LLC Agreement Consultant Srvcs (COF & Housing Authority of COF - 11-15-23DEV-B Three Party Agt FYI (09-2022) 1 3221966v1 / 18621.0001 AGREEMENT CITY OF FRESNO, CALIFORNIA CONSULTANT SERVICES This Agreement is entered into, effective _________________________________ (“Effective Date”), by and between the CITY OF FRESNO, a California municipal corporation (City), HOUSING AUTHORITY OF THE CITY OF FRESNO, CA, a public body corporate and politic (Developer), and Bargas Environmental Consulting, LLC, a California Limited Liability Corporation (Consultant). RECITALS WHEREAS, the Developer will be submitting necessary applications for the development of Heritage Estates Single Family Homes, a project consisting of new construction of 33 Single Family Homes for purchase, constituting approximately 7.71 acres of land, located at the intersection of Plumas and Florence, South of Florence, West of Walnut Ave in Fresno, California, within the City of Fresno (Project); and WHEREAS, the Project will require various Land Use Approvals. For purposes of this Agreement, Land Use Approvals shall mean any benefits arising from any of the following: the approval of a General Plan Amendment, Rezone application, Tentative Tract Map, Conditional Use Permit and Development Permit and any document prepared pursuant to the California Environmental Quality Act (CEQA) or other law that is approved in conjunction with aforementioned land use entitlements; and WHEREAS, the City as the lead agency (CEQA Guidelines Section 15367) has determined it is in the best interest of the City and the Developer to have a consultant prepare an Initial Study to determine the appropriate environmental document pursuant to CEQA Guidelines; and WHEREAS, the Developer has agreed to have the Consultant prepare the Initial Study and any related documents required pursuant to CEQA Guidelines for the Project (collectively, the “Initial Study”); and WHEREAS, the Consultant will prepare and submit the draft documents to the City for review and the City will promptly share the draft documents with the Developer; and WHEREAS, the Consultant is engaged in the business of furnishing technical and professional consulting and hereby represents it desires to and is professionally and legally capable of performing the services called for by this Agreement; and WHEREAS, this Agreement will be administered for the City by its Director of the Planning and Development Department (Director) or his or her designee. NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions, and promises hereinafter contained to be kept and performed by the respective parties, it is mutually agreed as follows: 1.Scope of Services. The Consultant has submitted the scope of work, which includes a milestone timeline and a list of any subcontractors, to the City for its review and approval and shall diligently cooperate with the City in making changes to the scope of work until the City approves the scope of work. Upon the City 11/15/2023 DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 2 3221966v1 / 18621.0001 approval of the scope of work, incorporated herein as Exhibit C, dated March 28, 2023, the Consultant shall perform, to the satisfaction of the City, the services described in the scope of work including all work incidental to, or necessary to perform, such services even though not specifically described in the scope of work. The Consultant services shall include, but not be limited to, consultation with the City staff and the Developer, management of necessary subconsultants, presentations at public hearings, and other related tasks as described in the scope of work. The Consultant shall work solely under the general direction of the City’s Planning and Development Department, Assistant Directors, Planning Managers, and respective staff in the preparation of the Initial Study required by CEQA. With the express approval from the City’s Planning and Development Department, Assistant Directors, Planning Managers, and respective City staff as appropriate, the Consultant may consult with the Developer as needed to facilitate timely preparation of an accurate and legally defensible environmental document. The Consultant shall not make any changes to documents to be prepared within the scope of work without written approval of the City which may be provided via electronic mail. The Consultant shall hire all subcontractors in consultation with City staff. The Developer shall not contract directly with any subcontractors to perform any part of the work under this Agreement. 2. Term of Agreement and Time for Performance. This Agreement shall be effective from the Effective Date first set forth above and shall continue in full force and effect through the complete rendition of the services (the “Term”) hereunder, subject to any earlier termination in accordance with this Agreement. The services of the Consultant as described in Paragraph 1 of this Agreement are to commence upon the Effective Date and shall be undertaken and completed in a sequence assuring expeditious completion. 3. Authority and Regulation of Communications. The City shall have final authority over the scope of work, and the environmental document preparation process and content. The City shall coordinate all communication between the Consultant and the Developer to obtain project information and/or make public presentations related to the preparation of the initial study and environmental findings. Communications between the Developer and the Consultant shall occur in accordance with Section 1 above. 4. Confidential Information and Ownership of Documents. (a) Any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization other than the Developer by the Consultant without the prior written approval of the Director. During the term of this Agreement, and thereafter, the Consultant shall not, without the prior written consent of the City, disclose to anyone any Confidential Information other than the Developer. The term Confidential Information for the purposes of this Agreement shall include all proprietary and confidential information of DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 3 3221966v1 / 18621.0001 the City, including but not limited to business plans, marketing plans, financial information, materials, compilations, documents, instruments, models, source or object codes and other information disclosed or submitted, orally, in writing, or by any other medium or media. All Confidential Information shall be and remain confidential and proprietary in the City. (b) Any and all writings and documents prepared or provided by the Consultant pursuant to this Agreement are the property of the City at the time of preparation and shall be turned over to the City upon expiration or termination of the Agreement with copies made available to the Developer. The Consultant shall not permit the reproduction or use thereof by any other person except as otherwise expressly provided herein. (c) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall cause each subcontractor to also comply with the requirements of this Section 4. This Section shall survive expiration or termination of this Agreement. 5. Compensation. (a) All costs associated with the Consultant’s performance of the services described in the scope of work including all work incidental to, or necessary to perform, such services even though not specifically described in the scope of work, shall be paid by the Developer under a separate agreement with the Consultant. Without such a separate agreement, neither City nor Developer shall be responsible for any work beyond the scope of work. The City shall not be liable, either jointly or severally, for any costs incurred to perform the work set forth in the Scope of Work attached as Exhibit C, including preparation of the Initial Study and any other environmental document currently the subject of this Agreement or as the Agreement may later be amended that is the subject of this Agreement. (b) The Consultant shall provide the City with all invoices the Consultant submits to the Developer for payment or reimbursement. The Consultant shall submit the copies of these invoices at the same time said invoices are first submitted to the Developer for payment. 6. Termination. (a) This Agreement shall terminate without any liability of the City to the Consultant or the Developer upon the earlier of: (i) the Consultant’s filing for protection under the Federal bankruptcy laws, or any bankruptcy petition or petition for receiver commenced by a third party against the Consultant; (ii) seven calendar days prior written notice with or without cause by the City to the Consultant; (iii) the City’s non-appropriation of funds sufficient to meet its obligations hereunder during any the City fiscal year of this Agreement, or insufficient funding for the Project; or (iv) expiration of this Agreement. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 4 3221966v1 / 18621.0001 (b) Immediately upon any termination or expiration of this Agreement, the Consultant shall (i) immediately stop all work hereunder; (ii) immediately cause any and all of its subcontractors to cease work; and (iii) return to the City any and all properties and materials in the possession of the Consultant that are owned by the City. 7. Subsequent Consultant. If a subsequent consultant is required to perform the work contemplated by the Agreement, the Developer shall select the subsequent consultant and the City shall have the right to evaluate and approve or disapprove the subsequent consultant selected by the Developer. 8. Discretionary Governmental Actions. Certain planning, land use, zoning and other permits and public actions required in connection with the Project including, without limitation, the Land Use Approvals, the environmental review and analysis under CEQA or any other statute, and other transactions contemplated by this Agreement are discretionary government actions. Nothing in this Agreement obligates the City or any other governmental entity to grant final approval of any matter described herein. Such actions are legislative, quasi-judicial, or otherwise discretionary in nature. The City cannot take action with respect to such matters before completing the environmental assessment of the Project under CEQA and any other applicable laws. The City cannot and does not commit in advance that it will give final approval to any matter. The City shall not be liable, in law or equity, to the Consultant, the Developer or any of the Initial Study or subsequent environmental documents executors, administrators, transferees, subcontractors, successors-in-interest or assigns for any failure of any governmental entity to grant approval on any matter subject to discretionary approval. 9. Confidential Information. Except as provided for in this section, any reports, information, or other data prepared or assembled by the Consultant pursuant to this Agreement shall not be made available to any individual or organization by the Consultant other than the Developer without the prior written approval of the Director or the City’s City Manager; unless required by law and the timeframe in such a case it is not feasible to obtain prior written consent, although in such a case, the Consultant must immediately notify the Director or the City’s City Manager of the request or subpoena for such information and immediately deliver via facsimile or e-mail any legal documents supporting the demand for said information. The Consultant shall provide copies of administrative draft documents in connection with the Project’s environmental review to the City under the scope of work. The City shall then distribute administrative draft documents to the Developer. The Developer’s comments regarding the administrative documents shall be submitted only to the City, within the timeframe established by the City, and the City shall forward to the Consultant. This section shall not supersede the provisions of California Public Resources Code Section 21167.6 regarding the required contents of the record of proceedings. 10. Professional Skill. It is further mutually understood and agreed by and between the parties hereto that inasmuch as the Consultant represents to the City that the DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 5 3221966v1 / 18621.0001 Consultant is skilled in the profession and shall perform in accordance with the standards of said profession necessary to perform the services agreed to be done by it under this Agreement, the City relies upon the skill of the Consultant to do and perform such services in a skillful manner and the Consultant agrees to thus perform the services. Therefore, acceptance of such services by the City shall not operate as a release of the Consultant from said professional standards. 11. Indemnification. (a) To the furthest extent allowed by law, the Developer shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, the Developer or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney's fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of a violation of the California Environmental Quality Act relating to the Project. The Developer's obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or caused by the willful misconduct, of the City or any of its officers, officials, employees, agents, or volunteers. If a claim, demand or action at law or equity arise within the scope of this provision, the City and the Developer shall mutually agree on defense counsel. If the Developer should subcontract all or any portion of the work to be performed under this Agreement, the Developer shall require each subcontractor to indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of the preceding paragraph. (b) To the furthest extent allowed by law, the Consultant shall indemnify, hold harmless and defend the City and each of its officers, officials, employees, agents, and volunteers from liability for damages (whether in contract, tort or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the City, the Consultant or any other person, and from any and all claims, demands and actions in law or equity (including reasonable attorney’s fees and litigation expenses incurred by, or awarded against, the City, including plaintiff’s attorney’s fees), arising out of the Consultant’s negligence in the performance of this Agreement. The Consultant’s obligations under the preceding sentence shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the gross negligence, or by the willful misconduct of the City or any or its officers, officials, employees, agents, or volunteers, or by any third party. (c) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 6 3221966v1 / 18621.0001 shall require each subconsultant to indemnify, defend, protect and hold harmless the City and provide the warranties and waivers in accordance with all provisions of this section. (d) This section shall survive expiration or termination of this Agreement. 12. Insurance. (a) Throughout the life of this Agreement, the Developer and the Consultant shall pay for and maintain in full force and effect all insurance as required in Exhibit A or as may be authorized, and any additional insurance as may be required, in writing by the City’s Risk Manager or designee at any time and in its sole discretion. (b) If at any time during the life of the Agreement or any extension, the Developer or the Consultant or any of its subcontractors fail to maintain any required insurance in full force and effect, all services and work under this Agreement shall be discontinued immediately until notice is received by the City that the required insurance has been restored to full force and effect and that the premiums therefore have been paid for a period satisfactory to the City. Any failure to maintain the required insurance shall be sufficient cause for the City to terminate this Agreement. No action taken by the City pursuant to this section shall in any way relieve the Developer or the Consultant of their responsibilities under this Agreement. The phrase “fail to maintain any required insurance” shall include, without limitation, notification received by the City that an insurer has commenced proceedings, or has had proceedings commenced against it, indicating that the insurer is insolvent. (c) The fact that insurance is obtained by the Developer and the Consultant shall not be deemed to release or diminish the liability of either the Developer or the Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The duty to indemnify shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Developer or the Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of the Developer or the Consultant and their principals, officers, agents, employees, persons under the supervision of the Developer or the Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. (d) Upon request of the City, the Developer and the Consultant shall immediately furnish the City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 7 3221966v1 / 18621.0001 (e) If the Developer should subcontract all or any portion of the services to be performed under this Agreement, the Developer shall require each subcontractor to provide insurance protection in favor of the City and each of its officers, officials, employees, agents, and authorized volunteers in accordance with the terms of this section and Exhibit A, except that any required certificates and applicable endorsements shall be on file with the Developer and the City prior to the commencement of any services by the subcontractor. (f) If the Consultant should subcontract all or any portion of the services to be performed under this Agreement, the Consultant shall require each subcontractor to provide insurance protection in favor of the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of this section and Exhibit A, except that any required certificates and applicable endorsements shall be on file with the Consultant, the Developer and the City prior to the commencement of any services by the subcontractor. 13. Notifications and Cooperation by the City. The City shall notify the Developer and/or the Consultant within a reasonable period of time of its receipt of any demand, claim, action, proceeding, or litigation arising from liability for damages arising out of either the Developer and/or the Consultant’s negligence in which the City is to be indemnified and held harmless by the Developer or the Consultant pursuant to Section 11 of this Agreement. If the City requests that the Developer or the Consultant defend the City, the City shall notify the Developer or the Consultant in writing within a reasonable period of time of its receipt of any such demand, claim, action, proceeding, or litigation and the City shall cooperate fully in such defense. 14. The City and the Developer shall mutually select the attorney or attorneys who will defend the City. The Consultant agrees to accept such selection. The Developer further agrees to be fully responsible for any and all reasonable costs and attorney’s fees generated by the City’s attorney(s) in the defense of the City in any claim, demand, action, proceeding, or litigation from liability for damages arising out of the Developer’s negligence. The Consultant further agrees to be fully responsible for any and all reasonable costs and attorney’s fees generated by the City’s attorney(s) in the defense of the City in any claim, demand, action, proceeding, or litigation from liability for damages arising out of the Consultant’s negligence. 15. The City’s Participating In Defense. Nothing contained herein shall prohibit the City, in its sole discretion, from participating in the defense of any demand, claim, action, proceeding, or litigation over and above representation by outside counsel, or from participating in the defense of any demand, claim, action, proceeding, or litigation. If City elects to also defend, it shall do so in good faith. In no event shall City’s participation in the defense of any demand claim, action, proceeding, or litigation affect the obligations imposed upon the Developer and the Consultant in Section 11 of this Agreement. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 8 3221966v1 / 18621.0001 16. Conflict of Interest and Non-Solicitation. (a) Prior to the City’s execution of this Agreement, the Consultant shall complete a City of Fresno conflict of interest disclosure statement in the form as set forth in Exhibit B. During the term of this Agreement, the Consultant shall have the obligation and duty to immediately notify the City in writing of any change to the information provided by the Consultant in such statement. (b) The Consultant shall comply, and require its subcontractors to comply, with all applicable (i) professional canons and requirements governing avoidance of impermissible client conflicts; and (ii) Federal, State and local conflict of interest laws and regulations including, without limitation, California Government Code Section 1090 et. seq., the California Political Reform Act (California Government Code Section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations Section 18700 et. seq.). At any time, upon written request of the City, the Consultant shall provide a written opinion of its legal counsel and that of any subcontractor that, after a due diligent inquiry, the Consultant and the respective subcontractor(s) are in full compliance with all laws and regulations. The Consultant shall take, and require its subcontractors to take, reasonable steps to avoid any appearance of a conflict of interest. Upon discovery of any facts giving rise to the appearance of a conflict of interest, the Consultant shall immediately notify the City of these facts in writing. (c) In performing the work or services to be provided hereunder, the Consultant shall not employ or retain the services of any person while such person either is employed by the City or is a member of any City council, commission, board, committee, or similar City body. This requirement may be waived in writing by the City’s City Manager, if no actual or potential conflict is involved. (d) The Consultant represents and warrants it has not paid or agreed to pay any compensation, contingent or otherwise, direct or indirect, to solicit, or procure this Agreement or any rights/benefits hereunder. (e) The Consultant is not directly retained by the City. The Consultant has no interest in the approval of the Project. The Consultant is able to perform the work outlined in the Agreement without conflict. This interest is in accordance will all applicable laws and is being fully disclosed. (f) If the Consultant should subcontract all or any portion of the work to be performed or services to be provided under this Agreement, the Consultant shall include the provisions of Section 16 of this Agreement in each subcontract and require its subcontractors to comply therewith. (g) Section 16 of this Agreement shall survive expiration or termination of this Agreement. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 9 3221966v1 / 18621.0001 17. General Terms. (a) Except as otherwise provided by law, all notices expressly required of the City within the body of this Agreement, and not otherwise specifically provided for, shall be effective only if signed by the Director or designee. (b) Records of the Consultant’s expenses pertaining to the Project shall be kept on a generally recognized accounting basis and shall be available to the City or its authorized representatives upon request during regular business hours throughout the life of this Agreement and for a period of three years after final payment or, if longer, for any period required by law. In addition, all books, documents, papers, and records of the Consultant pertaining to the Project shall be available for the purpose of making audits, examinations, excerpts, and transcriptions for the same period of time. Section 17(b) of this Agreement shall survive expiration or termination of this Agreement. (c) Prior to execution of this Agreement by the City, the Consultant shall have provided evidence to the City that the Consultant is licensed to perform the services called for by this Agreement or that no license is required. If the Consultant should subcontract all or any portion of the work or services to be performed under this Agreement, the Consultant shall require each subcontractor to provide evidence to the City that subcontractor is licensed to perform the services called for by this Agreement, or that no license is required before beginning work. 18. Nondiscrimination. To the extent required by controlling Federal, State and local law, the Consultant shall not employ discriminatory practices in the provision of services, employment of personnel, or in any other respect on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and during the performance of this Agreement, the Consultant agrees as follows: (a) The Consultant will comply with all applicable laws and regulations providing that no person shall, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity made possible by or resulting from this Agreement. (b) The Consultant will not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, or status as a disabled veteran or veteran of the Vietnam era. The Consultant shall ensure that applicants are employed, and the employees are treated during DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 10 3221966v1 / 18621.0001 employment, without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. Such requirement shall apply to the Consultant’s employment practices including, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. (c) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant in pursuit hereof, state that all qualified applicants will receive consideration for employment without regard to race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, sexual orientation, ethnicity, status as a disabled veteran or veteran of the Vietnam era. (d) The Consultant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice advising such labor union or workers’ representatives of the Consultant’s commitment under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 19. Independent Contractor. In the furnishing of the services provided for herein, the Consultant is acting solely as an independent contractor. Neither the Consultant, nor any of its officers, agents, or employees shall be deemed an officer, agent, employee, joint venturer, partner, or associate of the City for any purpose. The City shall have no right to control, supervise, or direct the manner or method by which the Consultant shall perform its work and functions. However, the City shall retain the right to administer this Agreement so as to verify the Consultant is performing its obligations in accordance with the terms and conditions thereof. (a) This Agreement does not evidence a partnership or joint venture between the Consultant and the City. The Consultant shall have no authority to bind the City absent the City’s express written consent. Except to the extent otherwise provided in this Agreement, the Consultant shall bear its own costs and expenses in pursuit thereof. (b) Because of its status as an independent contractor, the Consultant and its officers, agents, and employees shall have absolutely no right to employment rights and benefits available to City employees. The Consultant shall be solely liable and responsible for all payroll and tax withholding and for providing to, or on behalf of, its employees all employee benefits including, without limitation, health, welfare and retirement benefits. In addition, together with its other obligations under this Agreement, the DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 11 3221966v1 / 18621.0001 Consultant shall be solely responsible for, and indemnify, defend and hold the City harmless from all matters relating to employment and tax withholding for and payment of the Consultant’s employees, including, without limitation, (i) compliance with Social Security and unemployment insurance withholding, payment of workers compensation benefits, and all other laws and regulations governing matters of employee withholding, taxes and payment; and (ii) any claim of right or interest in City employment benefits, entitlements, programs and/or funds offered to employees of the City whether arising by reason of any common law, de facto, leased, or co- employee rights or other theory. The Consultant shall be solely liable and responsible for ensuring that its officers, agents, and employees are in compliance with federal immigration laws. The Consultant is required to furnish the City, upon reasonable request, copies of Forms I-9 and supporting documentation for all officers, agents, and employees performing work services relating to this Agreement. It is acknowledged that during the term of this Agreement, the Consultant may be providing services to others unrelated to the City or to this Agreement. 20. Notices. Any notice required or intended to be given to any party under the terms of this Agreement shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by facsimile followed by telephone confirmation of receipt, or sent by United States registered or certified mail, with postage prepaid, return receipt requested, or by overnight delivery via a nationally or regionally recognized courier with confirmation of receipt, addressed to the party to which notice is to be given at the party’s address set forth on the signature page of this Agreement or at such other address as the parties may from time to time designate by written notice. Notices served, by United States mail, in the manner above described shall be deemed sufficiently served or given at the time of the mailing thereof. 21. Binding. Once this Agreement is signed by all parties, it shall be binding upon, and shall inure to the benefit of all parties and each party’’ respective heirs, successors, assigns, transferees, agents, servants, employees, and representatives. 22. Assignment. This Agreement is personal to the Consultant and there shall be no assignment by the Consultant of its rights or obligations under this Agreement without the prior written approval of the City’s City Manager or designee. Any attempted assignment by the Consultant, its successors or assigns, shall be null and void unless approved in writing by the City’s City Manager or designee. 23. Compliance With Law. In providing the services required under this Agreement, the Consultant shall at all times use due professional care to comply with all applicable laws of the United States, the State of California and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the term of this Agreement. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 12 3221966v1 / 18621.0001 24. Waiver. The waiver by either party of a breach by the other of any provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of either the same or a different provision of this Agreement. No provisions of this Agreement may be waived unless in writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein. 25. Governing Law and Venue. This Agreement and the documents referred to herein shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. Venue for purposes of the filing of any action regarding the enforcement or interpretation of this Agreement and any rights and duties hereunder shall be Fresno County, California. 26. Headings. The section headings in this Agreement are for convenience and reference only and shall not be construed or held in any way to explain, modify, or add to the interpretation or meaning of the provisions of this Agreement. 27. Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any one provision in this Agreement shall not affect the other provisions, which shall remain in full force and effect. 28. Interpretation. The parties acknowledge that this Agreement in its final form is the result of the combined efforts of the parties and that, should any provision of this Agreement be found to be ambiguous in any way, such ambiguity shall not be resolved by construing this Agreement in favor of or against either party, but rather by construing the terms in accordance with their generally accepted meaning. Accordingly, the parties hereby waive the benefit of California Civil Code §1654 and any successor or amended statute, providing that in the case of uncertainty, language of the contract should be interpreted most strongly against the party who advised the uncertainty to exist. 29. Attorney’s Fees. If any party is required to commence any proceeding or legal action to enforce or interpret any term, covenant or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorney’s fees and legal expenses. For the purposes of this Agreement, “attorneys’ fees and legal expenses” includes, without limitation, paralegals’ fees and expenses, attorneys, consultants fees and expenses, expert witness fees and expenses, and all other expenses incurred by the prevailing party’s attorneys in the course of the representation of the prevailing party in anticipation of and/or during the course of litigation, whether or not otherwise recoverable as “attorneys’ fees” or as “costs” under California law, and the same may be sought and awarded in accordance with California procedure as pertaining to an award of contractual attorneys’ fees. 30. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into and made a part of this Agreement. 31. Precedence of Documents. In the event of any conflict between the body of this Agreement and any exhibit or attachment hereto, the terms and conditions of the DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 13 3221966v1 / 18621.0001 body of this Agreement shall control and take precedence over the terms and conditions expressed within the exhibit or attachment. Furthermore, any terms or conditions contained within any exhibit or attachment hereto which purport to modify the allocation of risk between the parties, provided for within the body of this Agreement shall be null and void. 32. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 33. Extent of Agreement. Each party acknowledges they have read and fully understand the contents of this Agreement. This Agreement represents the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be modified only by written instrument duly authorized and executed by the City, the Developer, and the Consultant. 34. The City Manager, or designee, is hereby authorized and directed to execute and implement this Agreement. The previous sentence is not intended to delegate any authority to the City Manager to administer the Agreement, any delegation of authority must be expressly included in the Agreement. [Signatures follow on the next page.] DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 14 3221966v1 / 18621.0001 IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno, California, on the day and year first above written. CITY OF FRESNO, A California municipal corporation By: Jennifer K. Clark, Director, Planning and Development Department APPROVED AS TO FORM: CITY ATTORNEY’S OFFICE City Attorney By: Heather Thomas Date Deputy City Attorney ATTEST: TODD STERMER, CMC City Clerk By: Date Deputy HOUSING AUTHORITY OF THE CITY OF FRESNO, CA, A public body corporate and politic By: Name: _____________________ Title: ___________________ (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) Bargas Environmental Consulting, LLC, A California Limited Liability Corporation By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) By: Name: Title: (If corporation or LLC., Board Chair, Pres. or Vice Pres.) DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A Tammy Townsend Deputy Executive Director President / Founder Angela DePaoli 11/16/2023 11/16/2023 11/16/2023 DEV-B Three Party Agt FYI (09-2022) 15 3221966v1 / 18621.0001 Addresses: City: Planning and Development Department Chris Lang Planner III 2600 Fresno Street, Room 3043 Fresno, CA 93721-3604 Phone: (559) 621-8023 E-mail: Chris.Lang@fresno.gov Addresses: Developer: Housing Authority of the City of Fresno, CA Attention: Tyrone Roderick Williams Chief Executive Officer 1331 Fulton Street Fresno, CA 93721 Phone: (559) 443-8475 E-Mail: twilliams@fresnohousing.org Bargas Environmental Consulting, LLC Attention: Angela DePaoli President 3604 Fair Oaks Boulevard #180 Sacramento, CA 95864 Phone: (916) 993-9218 E-mail: adepaoli@bargasconsulting.com Attachments: Exhibit A - Insurance Requirements Exhibit B - Disclosure of Conflict of Interest Form Exhibit C - Scope of Work DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 16 3221966v1 / 18621.0001 EXHIBIT A INSURANCE REQUIREMENTS Consultant Service Agreement between CITY OF FRESNO and HOUSING AUTHORITY OF THE CITY OF FRESNO, CA and BARGAS ENVIRONMENTAL CONSULTING, LLC Project: Heritage Estates MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. The most current version of Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01, providing liability coverage arising out of your business operations. The Commercial General Liability policy shall be written on an occurrence form and shall provide coverage for “bodily injury,” “property damage” and “personal and advertising injury” with coverage for premises and operations (including the use of owned and non- owned equipment), products and completed operations, and contractual liability (including, without limitation, indemnity obligations under the Agreement) with limits of liability not less than those set forth under “Minimum Limits of Insurance.” 2. The most current version of ISO *Commercial Auto Coverage Form CA 00 01, providing liability coverage arising out of the ownership, maintenance or use of automobiles in the course of your business operations. The Automobile Policy shall be written on an occurrence form and shall provide coverage for all owned, hired, and non-owned automobiles or other licensed vehicles (Code 1- Any Auto). 3. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. 4. Professional Liability (Errors and Omissions) insurance appropriate to Consultant’s profession. This provision applies only to Consultant. MINIMUM LIMITS OF INSURANCE Developer and Consultant, or any party the Developer and Consultant subcontracts with, shall maintain limits of liability of not less than those set forth below. However, insurance limits available to City, its officers, officials, employees, agents, and volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full limit of any insurance proceeds available to the named insured: Developer and Consultant must both provide the following 1. COMMERCIAL GENERAL LIABILITY: (i) $1,000,000 per occurrence for bodily injury and property damage; (ii) $1,000,000 per occurrence for personal and advertising injury; (iii) $2,000,000 aggregate for products and completed operations; and, (iv) $2,000,000 general aggregate. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 17 3221966v1 / 18621.0001 2. COMMERCIAL AUTOMOBILE LIABILITY: $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation Insurance as required by the State of California with statutory limits. 4. EMPLOYER’S LIABILITY: (i) $1,000,000 each accident for bodily injury; (ii) $1,000,000 disease each employee; and, (iii) $1,000,000 disease policy limit. Only Consultant must provide: 5. PROFESSIONAL LIABILITY (Errors and Omissions): (i) $1,000,000 per claim/occurrence; and, (ii) $2,000,000 policy aggregate. UMBRELLA OR EXCESS INSURANCE In the event Developer or Consultant purchases an Umbrella or Excess insurance policy(ies) to meet the “Minimum Limits of Insurance,” this insurance policy(ies) shall “follow form” and afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the City, its officers, officials, employees, agents, and volunteers. DEDUCTIBLES AND SELF-INSURED RETENTIONS Developer or Consultant shall be responsible for payment of any deductibles contained in any insurance policy(ies) required herein and Developer or Consultant shall also be responsible for payment of any self-insured retentions. Any deductibles or self-insured retentions must be declared to on the Certificate of Insurance, and approved by, the City’s Risk Manager or designee. At the option of the City’s Risk Manager or designee, either: (i) The insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers, officials, employees, agents, and volunteers; or (ii) Developer or Consultant shall provide a financial guarantee, satisfactory to City’s Risk Manager or designee, guaranteeing payment of losses and related investigations, claim administration and defense expenses. At no time shall City be responsible for the payment of any deductibles or self- insured retentions. OTHER INSURANCE PROVISIONS/ENDORSEMENTS The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain, the following provisions: 1. City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds. Developer and Consultant shall establish additional insured status for the City and for all ongoing and completed operations by use of ISO Form CG 20 26 04 13, CG 20 12 04 13 or by an DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 18 3221966v1 / 18621.0001 executed manuscript insurance company endorsement providing additional insured status as broad as that contained in ISO Forms referenced above. 2. The coverage shall contain no special limitations on the scope of protection afforded to City, its officers, officials, employees, agents, and volunteers. Any available insurance proceeds in excess of the specified minimum limits and coverage shall be available to the Additional Insured. 3. For any claims relating to this Agreement, Developer and Consultant’s insurance coverage shall be primary insurance with respect to the City, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, agents, and volunteers shall be excess of Developer and Consultant’s insurance and shall not contribute with it. Developer and Consultant shall establish primary and non-contributory status by using ISO Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that provides primary and non-contributory status as broad as that contained in ISO Form CG 20 01 04 13. The Workers’ Compensation insurance policy is to contain, or be endorsed to contain, the following provision: Developer and Consultant and their insurers shall waive any right of subrogation against City, its officers, officials, employees, agents, and volunteers. If the Professional Liability (Errors and Omissions) insurance policy is written on a claims made form: 1. The retroactive date must be shown, and must be before the effective date of the Agreement or the commencement of work by Consultant. 2. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement work or termination of the Agreement, whichever occurs first, or, in the alternative, the policy shall be endorsed to provide not less than a five-year discovery period. 3. If coverage is canceled or non-renewed, and not replaced with another claims- made policy form with a retroactive date prior to the effective date of the Agreement or the commencement of work by Consultant, Consultant must purchase “extended reporting” coverage for a minimum of five years’ completion of the Agreement work or termination of the Agreement, whichever occurs first. 4. A copy of the claims reporting requirements must be submitted to City for review. 5. These requirements shall survive expiration or termination of the Agreement. All policies of insurance required herein shall be endorsed to provide that the coverage shall not be cancelled, non-renewed, reduced in coverage or in limits except after thirty calendar days’ written notice by certified mail, return receipt requested, has been given to City. Developer and Consultant are also responsible for providing written notice to the City under the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice of cancellation, non-renewal, or reduction in coverage or in limits, Developer and Consultant shall furnish City with a new certificate and applicable endorsements for such policy(ies). In the event any policy is due to expire during the work to be performed for DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 19 3221966v1 / 18621.0001 City, Developer, and Consultant shall provide a new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen calendar days prior to the expiration date of the expiring policy. Should any of the required policies provide that the defense costs are paid within the Limits of Liability, thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability of these polices will be twice the above stated limits. The fact that insurance is obtained by Developer and Consultant shall not be deemed to release or diminish the liability of Developer and Consultant, including, without limitation, liability under the indemnity provisions of this Agreement. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Developer and Consultant. Approval or purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability of Developer and Consultant, its principals, officers, agents, employees, persons under the supervision of Developer or Consultant, vendors, suppliers, invitees, consultants, sub-consultants, subcontractors, or anyone employed directly or indirectly by any of them. SUBCONTRACTORS - If the Consultant/Developer should subcontract all or any portion of the services to be performed under this Agreement, the Consultant/Developer shall require each subcontractor to provide insurance protection in favor of the City and each of its officers, officials, employees, agents, and volunteers in accordance with the terms of Exhibit A, except that any required certificates and applicable endorsements shall be on file with the Consultant, the Developer and the City prior to the commencement of any services by the subcontractor. VERIFICATION OF COVERAGE Developer and Consultant shall furnish City with all certificate(s) and applicable endorsements effecting coverage required hereunder. All certificates and applicable endorsements are to be received and approved by the City’s Risk Manager or designee prior to City’s execution of the Agreement and before work commences. All non-ISO endorsements amending policy coverage shall be executed by a licensed and authorized agent or broker. Upon request of City, Developer and Consultant shall immediately furnish City with a complete copy of any insurance policy required under this Agreement, including all endorsements, with said copy certified by the underwriter to be a true and correct copy of the original policy. This requirement shall survive expiration or termination of this Agreement. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A DEV-B Three Party Agt FYI (09-2022) 20 3221966v1 / 18621.0001 EXHIBIT B DISCLOSURE OF CONFLICT OF INTEREST Heritage Estates YES* NO 1 Are you currently in litigation with the City of Fresno or any of its agents? X 2 Do you represent any firm, organization, or person who is in litigation with the City of Fresno? X 3 Do you currently represent or perform work for any clients who do business with the City of Fresno? X 4 Are you or any of your principals, managers, or professionals, owners or investors in a business which does business with the City of Fresno, or in a business which is in litigation with the City of Fresno? X 5 Are you or any of your principals, managers, or professionals, related by blood or marriage to any City of Fresno employee who has any significant role in the subject matter of this service? X 6 Do you or any of your subcontractors have, or expect to have, any interest, direct or indirect, in any other contract in connection with this Project? X * If the answer to any question is yes, please explain in full below. Explanation: Signature Date Angela DePaoli Name Bargas Environmental Consulting, LLC Company 3604 Fair Oaks Blvd. #180 Address Sacramento, CA 95864 City, State Zip Additional page(s) attached. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A 11/16/2023 N/A City of Fresno Three-Party Agreement, CEQA Heritage Estates 1 Exhibit C – Scope of Work March 28, 2023 1. Project Description The Fresno Housing Authority (Developer) proposes to develop thirty-three (33) single-family residences, of which approximately 70 percent will be affordable housing residences as part of the Heritage Estates Project (Project). The Project site consists of 7.71 acres of undeveloped land comprised of Fresno County Assessor’s Parcel Number (APN) 477-060-04T. Each of the residences will be a total of 1,600 square feet, and each will have three bedrooms and two bathrooms. The Project will also provide two parking spaces per home. The proposed exterior finishes will be comprised of various durable and environmentally friendly building materials and will implement required energy efficient design as applicable regarding HVAC and water heating systems and efficient shell measures. In addition, drought resistant landscaping will be installed. The Project will additionally include an approximately 0.25-acre neighborhood park. The Project also will include a proposed 26-foot-wide set aside along East Florence Avenue for a future proposed trail. The Project site is currently located within the City of Fresno, and is zoned RS-3, Single Family Residential. The Project would result in both on-site and off-site infrastructure improvements including new utilities, landscaping, sidewalks, streets, and lighting. In addition to the 33 residences, the project will include an internal street named South Modoc Avenue within the Project boundary, with connections to East Florence Avenue to the North and East Belgravia Avenue to the east. The Project is centrally located near public transportation, schools, grocery stores, parks and other shopping opportunities. There are medical clinics and a library accessible by walking or public transit. The surrounding neighborhood consists of single-family and multi-family residential properties, churches and schools. 2. Scope of Work Bargas Environmental Consulting, LLC (Bargas/Consultant) will prepare the following scope of work to analyze the Project's potential environmental impacts under the California Environmental Quality Act (CEQA). The City of Fresno (City) is the lead agency for the project under CEQA. The Consultant will prepare a California Environmental Quality Act (CEQA) Initial Study for the Project. The Consultant and Consultant’s team will prepare the following studies for the CEQA Initial Study: • Biological Survey and Letter Report (Bargas) • Cultural Resources Desktop Assessment (Bargas) • Paleontology Constraints Review Memo (Bargas) • Air Quality and Greenhouse Gas Analysis (LSA) The CEQA Initial Study will also include the following studies previously prepared for the Project: • January 26, 2022, Geotechnical Engineering Investigation (Krazan & Associates) • March 7, 2022, Phase I Environmental Site Assessment (Krazan & Associates) DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 2 • October 19, 2022, Phase II Limited Soil Assessment (Krazan & Associates) • July 25, 2022, Cultural Resources Assessment (Archaeological Resources Technology) • August 19, 2022, Trip Generation and Vehicle Miles Traveled Analysis (LSA) • August 2022 Acoustical Analysis (LSA) The previously prepared reports from LSA have undergone internal peer reviews by LSA staff and external reviews by Krazen & Associates. Previously prepared reports from Krazen & Associates have undergone internal peer reviews by senior Krazen & Associate staff. The Cultural Resources Assessment previously prepared by Archaeological Resources Technology will be reviewed by Bargas staff, and deficiencies identified in the July 25, 2022, report will be addressed in Bargas’ Cultural Resources Desktop Assessment. Task 1. CEQA Initial Study and MMRP Bargas, in coordination with Crable & Associates, will complete a CEQA Initial Study checklist in accordance with CEQA Guidelines Appendix G in order to evaluate the potential environmental impacts of the Project. Appendix G factors will include (but may not be limited to): • Aesthetics • Agriculture and Forestry Resources • Air Quality • Biological Resources • Cultural Resources • Energy • Geology and Soils • Greenhouse Gas Emissions • Hazards and Hazardous Materials • Hydrology and Water Quality • Land Use and Planning • Mineral Resources • Noise • Population and Housing • Public Services • Recreation • Transportation • Tribal Cultural Resources • Utilities and Service Systems • Wildfire • Mandatory Findings of Significance Bargas and Crable & Associates will review any previously prepared Project technical studies, Project description, Project maps, plans, drawings, and other relevant Project information. Bargas will additionally evaluate the Project for compliance with pertinent Lead Agency General Plan, Specific Plans, and/or Community plans. If necessary, Bargas will contact local municipal, utility, service district, or other jurisdictional entities as need be to ascertain Project impacts to CEQA environmental factors in accordance with Appendix G. Bargas will draft as part of the Initial Study a determination of potential project impacts. The Initial Study will identify any potential mitigation measures necessary to mitigate potential Project impacts. All identified mitigation measures will be included within the Initial Study and Mitigation Monitoring and Reporting Plan (MMRP). Both the Programmatic Environmental Impact Report (PEIR) and Project Specific Mitigation Measure Checklists shall be provided. The MMRP will identify mitigation measures, implementing steps, and identify parties responsible for implementation and monitoring. This task also includes City of Fresno Three-Party Agreement coordination time. Deliverables: • CEQA Initial Study Administrative Draft & MMRP (Microsoft Word) • CEQA Initial Study Final Draft & MMRP (Microsoft Word and PDF) DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 3 • PEIR and Project Specific Mitigation Measure Checklists • Draft Response to Public Comments (Microsoft Word) Assumptions • The Developer will provide the Consultant with copies of pertinent Project documents, including site plans, maps, operational statements, drawings, or relevant technical studies that have been previously prepared. • If the Project CEQA impact analysis determines the Project may result in a potentially significant impact that cannot be mitigated to a less than significant level, an Environmental Impact Report (EIR) may be warranted. Preparing an EIR is not included within this scope of work. • Public notifications and publishing are not included within this scope of work. • Native American Consultation, including consultation under AB 52 or SB 18, is not included within this scope of work. Task 2. Biological Survey and Letter Report Subtask 2.1: Records Search and Literature Review Bargas will conduct a desktop analysis of potentially occurring special status biological resources. This review - at a minimum - will include the California Natural Diversity Database and GIS layers representing proposed and designated critical habitat within a radius of the Project site that is biologically meaningful and to be determined when this task is initiated. The review may also include other data sources relevant to analyzing the Project site's biological resources. Subtask 2.2: Field Survey After completion of the desktop analysis, a Bargas biologist will conduct a general biological resources field survey. During the survey the biologist will document the plants, wildlife, and vegetation communities present on the Project site, surrounding land uses, and identify waters and wetlands potentially under the jurisdiction of state and/or federal agencies. The biologist will also determine the potential for occurrence of special status biological resources. Representative photographs will be taken to document conditions at the time of the survey. If any special status biological resources are found within the Project site, their location and other detailed information regarding the occurrence will be documented in a geospatial database using a mobile data collection device. This task does not include protocol surveys for any special status plant or wildlife species, arborist surveys, or a delineation of wetlands and/or waters suitable for permitting impacts to waters of the US or waters of the state. Subtask 2.3: Biological Letter Report Bargas will prepare a letter report documenting the results of the survey. The letter report will include a detailed description of survey methods, results, and a discussion interpreting those results in the context of land uses proposed by the Project. The report will also include an exhibit depicting the spatial location of special status resources, if such resources are observed. Deliverables: • Biological Letter Report in electronic PDF format. Assumptions: DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 4 • Any subsequent necessary specialized reports, focused surveys, or specific permitting requirements will be provided as a separate cost and scope, if warranted. • Consultant will respond to up to one consolidated round of comments before finalizing the report in electronic format. • Developer to provide site access approval. • Meeting attendance, agency consultation, and permitting support are not included within the scope of this proposal. Task 3. Cultural Resources Desktop Assessment A cultural resources assessment for the Project was completed in July 2022 by Archaeological Resources Technology (ART) in partial compliance with Section 106 of the National Historic Preservation Act (NHPA). The report included a summary of the records search results, field survey, and recommendations. However, the report did not address compliance with CEQA requirements, did not fully assess effects to cultural resources under Section 106 of the NHPA, has missing records search data, and did not include a buried site sensitivity analysis needed to assess potential impacts to unknown, subsurface archaeological resources. In addition, the report does not discuss the results of tribal outreach conducted by Krazan & Associates (Krazan) and does not contain a discussion of the environmental and cultural background of the region. The report is not sufficient to assess impacts to cultural resources under CEQA and Section 106 of the NHPA and does not meet the standards outlined in the Office of Historic Preservation’s Archaeological Resources Management Reports (ARMR): Recommended Content and Format. To provide a comprehensive report to fully assess potential impacts to known and buried cultural resources, Bargas will conduct a thorough Cultural Resources Assessment for the Project in support of CEQA and Section 106 of the NHPA compliance. The study will include an updated records search and literature review, a buried site sensitivity analysis, review of tribal outreach conducted by Krazan, and preparation of a technical report, as described below. Subtask 3.1: Records Search and Literature Review An updated cultural records search will be requested from the Southern San Joaquin Valley Information Center (SSJVIC) at the California State University, Bakersfield. The records search will identify known cultural resources and previous investigations situated within the Project area and a 0.5-mile search radius around the Project area. In addition, on-line sources will be reviewed to determine if there are any resources listed on or determined eligible for listing on the National Register of Historic Places (NRHP) and the California Register of Historical Resources (CRHR) within or near the Project. Historic-age maps and photographs of the Project area will be reviewed to determine if there was any historic-age (i.e., 50 years old or older) occupation of the land within the Project area. The literature review will focus on the environmental setting and cultural background of the Project vicinity to aid in the buried site sensitivity analysis. Subtask 3.2: Cultural Resources Assessment Bargas will prepare a Cultural Resources Assessment Report summarizing the Project description, regulatory context, environmental setting, and historic, ethnographic, and prehistoric background of the area. The report will describe the methods and results of the updated records search, the previous pedestrian survey conducted by ART, and the tribal outreach efforts conducted by Krazan. The report will DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 5 include a buried site sensitivity analysis to assess the potential of the Project to impact buried archaeological resources. The report will include recommendations for any further work that may be required, such as formal evaluation of resources for eligibility to the NRHP and CRHR. The report will include a preliminary impact analysis and recommended measures to avoid or reduce impacts to a less than significant level under CEQA and an assessment of effects under Section 106 of the NHPA. The report will be prepared following the standards specified in the Office of Historic Preservation’s Archaeological Resources Management Reports (ARMR): Recommended Content and Format. Deliverables: • Cultural Resources Survey Report (draft and final) Assumptions: • SSJVIC records search fees will not exceed $800.00. • Estimated three (3) to five (5) weeks to receive the updated records search results from the SSJVIC. • An SLF search was conducted by Krazan in August 2022; a new SLF search is not required as part of the current study. • Because the previous records search and field survey by ART did not identify any cultural resources within the Project area, we assume that no archaeological sites or historic-age buildings or structures will be identified in the updated records search. If any resources are identified that will require recordation and/or evaluation, a separate scope of work and cost estimate will be provided based on the level of work required. • Bargas will respond to one (1) round of consolidated comments on the draft report. • Tribal outreach was conducted with the Table Mountain Rancheria by Krazan in August 2022. We assume that all Native American consultation under Assembly Bill 52 will be conducted by the CEQA lead agency and formal consultation under Section 106 of the NHPA will be conducted by the federal lead agency. No Native American consultation support services are included in this scope of work. Task 4. Paleontology Constraints Review Memorandum Bargas will conduct a Paleontology Constraints Review for the Project in support of CEQA compliance. Bargas will conduct reviews of geologic mapping, published and unpublished paleontological literature, and available online paleontological locality databases such as the Paleobiology Database to determine the geologic and paleontological context of the Project site. A Paleontology Constraints Review Memorandum will be prepared to convey the results of the paleontological review. The memorandum will also include recommendations for any further paleontological work that may be required, a preliminary impact analysis, and recommended measures to avoid or reduce impacts to a less than significant level under CEQA, if necessary. Deliverables: • Paleontology Constraints Review Memorandum (PDF) Assumptions: DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 6 • Formal paleontological locality searches with fossil repositories will not be required. • Paleontological fieldwork will not be required. • GIS mapping will not be required. • Bargas will respond to one (1) round of consolidated comments on the draft memorandum. Task 5. Air Quality/Greenhouse Gas Analysis A qualified air quality and greenhouse gas professional will prepare an Air Quality/Greenhouse Gas study to evaluate the potential for air quality and greenhouse gas impacts under CEQA by Project. Bargas proposes to use LSA Associates (LSA), a reputable air quality and greenhouse gas firm, as a subconsultant for this task. LSA will prepare an Air Quality and Greenhouse Gas Analysis Memorandum to identify existing air quality conditions and potential air quality and greenhouse gas impacts resulting from the Project. This will include describing the existing regulatory framework, determining the Project’s consistency with adopted plans, assessing Project construction emissions, assessing Project operation- period air quality impacts, assessing project greenhouse gas emissions, and, if needed, identifying appropriate mitigation measures. Deliverables: • Air Quality/Greenhouse Gas Assessment Memorandum Draft (PDF) • Air Quality/Greenhouse Gas Assessment Memorandum Final (PDF) Assumptions: • Bargas, Crable Associates, and LSA will respond to one (1) round of consolidated comments on the draft memorandum. 3. Milestones Timeline Task No. Milestone Timeline 2 Biological Letter Report 4 Weeks after Project Kickoff 3 Cultural Resources Desktop Assessment 5 Weeks After Project Kickoff 4 Paleontology Constraints Review Memorandum 4 Weeks after Project Kickoff 5 Air Quality/Greenhouse Gas Analysis 5 Weeks after Project Kickoff 1 CEQA Initial Study and MMRP (Administrative Draft) 8 Weeks after Project Kickoff N/A City IS & MMRP Admin Draft Comments 30 Business Days after receiving IS & MMRP Admin Draft 1 CEQA Initial Study and MMRP (Final Draft) 2 Weeks after receiving City comments or edits 1 Draft Response to Public Comments 2 Weeks after receiving all Public Comments from City The Developer and Consultant acknowledge and understand that the timeline is based off the date of formal acceptance of the Project. A delay in receiving deliverables as outlined in the Scope of Work or multiple revisions will extend the timeline by the number of days equal to the period of the delay. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 7 When an Initial Study is submitted to the city for comments it will be 30 business days for review. If multiple revisions are required, each review period for the city will be up to 30 business days. 4. Staff and List of Subcontractors Task No. Task Staff Title Company 1 CEQA Initial Study & MMRP Dennis Crable CEQA Specialist Crable & Associates Evelyn Chandler Director of Cultural Resources Bargas Krystal Pulsipher Senior Biologist Bargas Courtney Richards Principal Paleontologist Bargas David Duncan GIS Specialist Bargas 2 Biological Letter Report Anthony Hartman Senior Biologist Bargas 3 Cultural Resources Desktop Assessment Ashley Hallock Archaeologist Bargas 4 Paleontology Constraints Review Memorandum Courtney Richards Principal Paleontologist Bargas 5 Air Quality/Greenhouse Gas Analysis Cara Cunningham Air Quality Associate LSA 5. Qualifications BARGAS ENVIRONMENTAL CONSULTING STAFF Evelyn Chandler – Director of Cultural Resources Years’ Experience: 29 Evelyn has 29 years of experience in cultural resources management with a focus on the cultural resources of the inland areas of southern and central California. She has developed an expertise in compliance with the cultural resources requirements of the California Environmental Quality Act (CEQA) and Section 106 of the National Historic Preservation Act (NHPA). She routinely manages cultural resources inventories, test excavations, and evaluations of archaeological sites and historic resources for eligibility to the National Register of Historic Places (NRHP) and California Register of Historical Resources (CRHR) for public and private clients. She is skilled in impact assessment and the development and implementation of mitigation measures, including data recovery and construction monitoring. Ms. Chandler regularly assists clients with coordination with Native American groups and with the State Historic Preservation Officer. She has authored numerous cultural resources technical reports, research designs, and cultural resource management plans, and has contributed to and reviewed a variety of environmental compliance documents including Environmental Impact Statements (EISs) and Environmental Impact Reports (EIRs). Ms. Chandler is qualified as a Principal Investigator under the Secretary of Interior’s Professional DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 8 Qualification Standards and the California Department of Transportation (Caltrans) standards for Professionally Qualified Staff for Archaeology. Krystal Pulsipher – Senior Biologist Years’ Experience: 10 Krystal has performed biological and environmental regulatory and permitting support services on projects throughout California for over a decade. Her work includes the completion and submittal of U.S. Army Corps of Engineers (USACE) Pre-Construction Notifications (PCN) for authorization under Nationwide Permits pursuant to Clean Water Act (CWA) Section 404, State Water Quality Control Board (SWQCB) Water Quality Certifications (WQC) pursuant to CWA Section 401, and California Department of Fish and Wildlife (CDFW) Lake and Streambed Alteration Agreements (LSAA) pursuant to California Fish and Game Code Section 1600. She regularly participates in a multi-disciplinary team to conduct environmental impact analysis and support for projects under California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA) jurisdiction, including utility projects also regulated by the California Public Utility Commission (CPUC). She is experienced in working closely with project stakeholders to evaluate potential environmental constraints for each project. When necessary, she performs field work, including biological habitat assessments, aquatic resources/jurisdictional delineations, nesting bird surveys, or construction monitoring. Krystal specializes in bat biology, conducts roost habitat assessments, and assists with the development of humane exclusion plans, acoustic studies, data interpretation, and capture and release of bats using mist-nets and U.S. Fish and Wildlife Service- developed white-nose syndrome decontamination protocols. Courtney Richards – Principal Paleontologist Years’ Experience: 18 Courtney is a qualified Principal Paleontologist with over 18 years of paleontological experience across the western United States, including 10 years of experience providing paleontological mitigation support on transportation projects throughout California, including Caltrans District 3. She maintains a comprehensive understanding of the California Environmental Quality Act (CEQA), the National Environmental Policy Act (NEPA), BLM, best practices in mitigation paleontology, and other various federal, state, and local regulations governing paleontological resources. Courtney has completed numerous Caltrans and Caltrans Local Assistance projects and reporting, including Paleontological Identification Reports, Paleontological Evaluation Reports, Paleontological Mitigation Plans, and Paleontological Mitigation Reports, and is adept at the guidelines and standards contained in the Caltrans Standard Environmental Reference (SER), Volume 1, Chapter 8 (Paleontology). David Duncan – GIS Specialist Years’ Experience: 15 David has over 15 years of experience in the field of Geographic Information Systems (GIS). He is experienced in Geospatial Analysis, Mapping, and Data Management and has helped develop, maintain, and deliver high-quality geospatial data and maps for federal, state, and local agencies and private clients. David’s outputs have been implemented into environmental documents under the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA), including Environmental Assessments (EA), Environmental Impact Reports/Statements (EIR/EIS), and Biological Assessments (BA). David has developed GIS QA/QC standards and policies, trained staff in the use of mobile field devices, and troubleshot GIS technologies/processes toward a more streamlined output. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 9 Anthony Hartman – Senior Biologist Years’ Experience: 10 Anthony is a Wildlife Biologist with ten years of experience in consulting throughout California. His experience includes conducting biological constraints reviews, habitat assessments, and special-status species surveys; authoring biological assessments, survey reports, project close-out documents, and other technical reports; and managing staffing for small projects. He has experience with gas, electric, hydro, and vegetation management projects for PG&E, large-scale electric transmission projects for Southern California Edison, and road-widening work for Caltrans. Ashley Hallock – Archaeologist Years’ Experience: 10 Ashley has more than 14 years of experience in cultural resources management throughout California and the Pacific Northwest and meets the Secretary of Interior’s Standards and Guidelines for Professional Qualifications in Archaeology and History. Ashley is trained in Section 106 compliance and has worked in diverse environments for a variety of industries, including projects related to wind energy production, gas and electric distribution and transmission, land development, road construction, bridges, and highway expansion. She has experience in managing projects, coordinating fieldwork, task management, conducting sacred lands file (SLF) searches with the Native American Heritage Commission (NAHC), conducting Native American outreach, including Assembly Bill (AB) 52 outreach, conducting records searches at various California Historical Resources Information System (CHRIS) centers, and managing field crews. Her fieldwork experience includes conducting pedestrian surveys, construction monitoring, and excavation. She has also completed numerous technical report assignments, including reports which satisfy compliance with Section 106 of the National Historic Preservation Act of 1966 (NHPA), its implementing regulations in 36 C.F.R. Part 800, and the California Environmental Quality Act (CEQA). She is also familiar with the National Environmental Policy Act (NEPA), Sections 101, 106, and 110 of the NHPA, the Archaeological Resources Protection Act (ARPA), and the Native American Graves Protection and Repatriation Act (NAGPRA). SUBCONSULTANTS Dennis Crable – CEQA Specialist Years’ Experience: 20 Dennis Crable is an environmental consultant who specializes in compliance with the California Environmental Quality Act (CEQA). Dennis has over 20 years of relevant experience in the preparation, management, and 3rd-party review of environmental projects, including Environmental Impact Reports (EIR), Initial Studies (IS), Mitigated Negative Declarations (MND), Categorical Exemptions (CE), and Addendums. Dennis developed his technical expertise, project management, program management, legal research, hazardous material risk analysis, and technical writing skills at several environmental consulting and engineering firms in southern California where he learned to prepare, manage, write, and review CEQA and NEPA compliance documents and their associated supporting technical reports, such as traffic impact studies/VMT analyses, air quality/GHG studies, noise impact analyses, cultural resource studies, geotechnical studies, hydrology studies, and phase I and II hazardous material site assessments. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A City of Fresno Three-Party Agreement, CEQA Heritage Estates 10 Cara Cunningham (LSA) Years’ Experience: 9 Ms. Cunningham has 9 years of experience and has been involved in several residential and commercial development projects, road improvement projects, and program-level plans in the San Joaquin Valley. Ms. Cunningham has a strong foundation in addressing impacts to air quality and greenhouse gas emissions and is well-versed with San Joaquin Valley Air Pollution Control District regulations. Ms. Cunningham is proficient in air quality models, including the California Emissions Estimator Model (CalEEMod). Ms. Cunningham has prepared several air quality and global climate change analyses for projects in the San Joaquin Valley and the City of Fresno. DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A Fresno Housing City Reso #4268 RESOLUTION NO. 4268 BEFORE THE BOARDS OF COMMISSIONER OF THE HOUSING AUTHORITY OF THE CITY OF FRESNO CONSIDERATION OF RESOLUTIONS TO ASSIGN DESIGNEES AND AUTHORIZE OFFICERS/ EMPLOYEES TO CONDUCT BUSINESS ON BEHALF OF FRESNO HOUSING WHEREAS, the By-Laws stated that the CEO/Executive Director of both the Housing Authority of the City of Fresno and Fresno County shall keep in safe custody the seal of the Authority and shall have the power to affix such seal to all contracts and instruments to be executed by the Board of Commissioners; and WHEREAS, the Board of Commissioners acknowledge that, at time, the CEO/Executive Director’s duties prevent him from being present to execute contracts, deeds and other instruments in a timely manner. WHEREAS, the Board of Commissioners acknowledge the need for a Designee(s) to be assigned on behalf of the CEO/Executive Director for such purposes as executing contracts and other instruments at the direction of the CEO/Executive Director when the CEO/Executive Director is unavailable to sign such documents. NOW THEREFORE, BE IT RESOLVED that in the absence of the CEO/Executive Director, Tyrone Roderick Williams, the Chief Real Estate Officer, Michael Duarte, the Deputy Executive Director, Tammy Townsend, are hereby authorized, at the direction of the CEO/Executive Director, to execute documents, contracts and other instruments. PASSED AND ADOPTED THIS 24th DAY OF January, 2023. I, the undersigned, herby certify that the foregoing Resolution was duly adopted by the governing body with the following vote, to-wit: AYES: Commissioners Jones, Williams, Yanez and Kelley. NOES: None. ABSENT: Commissioners Vaillancourt and Christensen. ABSTAIN: None. ___________________________________________________ Tyrone Roderick Williams, Secretary of the Boards of Commissioners DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A TRANSACTION DETAILS DOCUMENT DETAILS Reference Number 91F824D7-AAA9-4E1F-9709-DC1031635CBA Transaction Type Signature Request Sent At 02/09/2023 15:20 EST Executed At 02/09/2023 20:36 EST Identity Method email Distribution Method email Signed Checksum a989fe30366170fbdaef49e431d5a39ba3e72ea80021f9e96b7dc5e31cee279f Signer Sequencing Disabled Document Passcode Disabled Document Name City Reso 4268 - Assign Designees Filename city_reso_4268_-_assign_designees.pdf Pages 1 page Content Type application/pdf File Size 159 KB Original Checksum 284af971a6450ca81d4e7e20530c2ec49eae0f475094d656628e25af38c50dc3 SIGNERS SIGNER E-SIGNATURE EVENTS Name Tyrone R Williams Email twilliams@fresnohousing.org Components 1 Status signed Multi-factor Digital Fingerprint Checksum b9040934f1b3bae20c8c8c0e2986431b16de4c02098317c26f09cd53bde48621 IP Address 104.0.220.128 Device Chrome via Windows Typed Signature Signature Reference ID 86A01594 Viewed At 02/09/2023 20:36 EST Identity Authenticated At 02/09/2023 20:36 EST Signed At 02/09/2023 20:36 EST AUDITS TIMESTAMP AUDIT 02/09/2023 15:20 EST Hyasha Anderson (handerson@fresnohousing.org) created document 'city_reso_4268_- _assign_designees.pdf' on Chrome via Windows from 104.0.220.128. 02/09/2023 15:20 EST Tyrone R Williams (twilliams@fresnohousing.org) was emailed a link to sign. 02/09/2023 20:36 EST Tyrone R Williams (twilliams@fresnohousing.org) viewed the document on Chrome via Windows from 104.0.220.128. 02/09/2023 20:36 EST Tyrone R Williams (twilliams@fresnohousing.org) viewed the document on Chrome via Windows from 104.0.220.128. 02/09/2023 20:36 EST Tyrone R Williams (twilliams@fresnohousing.org) authenticated via email on Chrome via Windows from 104.0.220.128. 02/09/2023 20:36 EST Tyrone R Williams (twilliams@fresnohousing.org) signed the document on Chrome via Windows from 104.0.220.128. SIGNATURE CERTIFICATE REFERENCE NUMBER 91F824D7-AAA9-4E1F-9709-DC1031635CBA DocuSign Envelope ID: F4CB8160-0529-4ACE-83A1-5C882E35305A