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EIR 8428 Conultant Agreement with Soar Environmental Consulting Inc.pdf
1 CONSULTANT AGREEMENT 2 Soar Environmental Consulting, Inc. 3 This Consultant Agreement ("Agreement") is dated 3.17.25 ("Effective 4 Date") and is between Soar Environmental Consulting, Inc. a California Corporation 5 ("Consultant"), and the County of Fresno, a political subdivision of the State of California 6 ("County"). Consultant has been selected to prepare an Environmental Impact Report ("EIR") 7 for County for a proposal by Sentry Ag Services, LLC ("Applicant"). County and Consultant 8 may be referred to individually as a "Party," or collectively as "Parties," in this Agreement. 9 Applicant is not a party to this Agreement. 10 RECITALS 11 A. Consultant understands the Applicant has filed with the County an application for 12 Classified Conditional Use Permit Application No. 3768, and have elected to request the 13 preparation of an EIR No. 8428 to meet the requirements of the California Environmental Quality 14 Act (California Public Resources Code, Division 13, section 21000 et seq.), including the 15 implementing CEQA Guidelines thereunder (Title 14, Division 6, Chapter 3, California Code of 16 Regulations, section 15000 et seq.) (collectively, the California Environmental Quality Act, 17 including such CEQA Guidelines thereunder are "CEQA") for the project commonly known as 18 the "Van Der Kooi Dairy" ("Project'). 19 B. The Project proposes to allow an existing dairy to increase current milk cow herd size 20 by 1,800 heads, for a total of 5,000 milk cow heads, increase dry from 480 heads to 600 dry 21 heads and allow the construction of one free stall barn, one hospital barn, and two Saudi-style 22 barns, on a 598.9-acre parcel. A copy of the Project Description is attached hereto as Exhibit A 23 and a copy of the approved Work Program is attached hereto as Exhibit B, and both are 24 incorporated herein by this reference. 25 C. Consultant understands that in order to prepare a legally adequate EIR, the Applicant 26 has selected the Consultant to contract directly with the County for preparation of an EIR on 27 behalf of the County and that CEQA requires that the EIR prepared for the Project reflect the 28 independent judgment of the lead agency as required by the County and by law, the Director of Consultant Agreement—Soar Environmental Consulting, Inc. Page 1 of 18 1 the Fresno County Department of Public Works and Planning ("Director") as the director is 2 responsible for the environmental documents prepared for the Project. 3 D. Consultant understands that it must meet the requirements for an interdisciplinary 4 approach in the preparation of the EIR, as are specified in Article 14 of the CEQA Guidelines 5 (Section 15120— 15132), and that Consultant must have no interest, financial or otherwise, in 6 the outcome of the proposed Project or any related projects, the Consultant is not in the employ 7 or under contract with the Applicant. 8 E. Consultant represents that it is qualified, able, and willing to prepare a legally adequate 9 EIR and to otherwise deliver the necessary environmental consulting services required by 10 County for the Project, which representation County specifically relies upon. 11 AGREEMENT 12 In consideration of the covenants and conditions set forth herein, the Parties agree as 13 follows: 14 1. OBLIGATIONS OF CONSULTANT 15 A. Scope of Services. Consultant shall perform all the services provided in Exhibit 16 C to this Agreement, titled "Scope of Services." 17 B. Representation. Consultant represents that it is qualified, ready, willing, and 18 able to perform all the services provided in this Agreement. 19 C. Compliance with Laws. Consultant shall, at its own cost, comply with all 20 applicable federal, state, and local laws and regulations in the performance of its 21 obligations under this Agreement, including but not limited to workers 22 compensation, labor, and confidentiality laws and regulations. 23 D. Communications. All discussions between Applicant and Consultant regarding 24 the Project shall only occur with the County officials involvement. The relevant 25 County staff working on behalf of the project shall be included in all forms of 26 routine correspondence and telecommunications related to Contract 27 performance and all related issues. Such forms of communications are including 28 but not limited to written, telephone, email correspondence, and in-person Consultant Agreement—Soar Environmental Consulting, Inc. Page 2 of 18 I meetings. To ensure consistent records all emails and all written 2 correspondence must consistently include in the exact project name and 3 number, "Van Der Kooi Dairy Project EIR No. 8428", within the subject line. 4 2. OBLIGATIONS OF COUNTY 5 A. Public Meetings. County shall make arrangements for meetings with public 6 agencies and the public if County requests to conduct such meetings unless 7 specific services are provided for within the work program in Exhibit B. 8 B. Availability of Information. County shall make available to Consultant 9 documents, studies, and other information, not otherwise confidential or 10 privileged, in its possession related to the Project. County shall review 11 Consultant work and provide comments to Consultant as necessary to ensure 12 the environmental record is complete and accurate. 13 C. Public Notices. County shall mail required notices to public agencies and 14 interest groups. Applicant will be responsible for all postage, shipping, and 15 courier costs with respect to the delivery and return of physical mail related to 16 this Agreement and the County/Applicant Agreement. 17 D. Deadlines. The deadlines for performance by County or its officers and 18 employees set forth in this Agreement are directory only, and the failure of 19 County to meet such deadlines shall not be a breach of this Agreement. 20 3. COMPENSATION 21 A. Maximum Compensation. County agrees to pay, and Consultant agrees to 22 receive, compensation for the performance of its services under this Agreement 23 in an amount not to exceed Two Hundred Fifteen Thousand One Hundred and 24 Ninety Dollars and Zero Cents ($215,190.00) ("Total Fee"), as described in 25 Exhibit D to this Agreement,titled"Compensation." Except as otherwise provided 26 in Exhibit E to this Agreement, titled "Extra Services," Consultant shall not be 27 entitled to compensation exceeding the Total Fee. 28 Consultant Agreement—Soar Environmental Consulting, Inc. Page 3 of 18 I B. Limitations on County. Consultant acknowledges that County is a local 2 government entity and does so with notice that County's powers are limited by 3 the California Constitution and by State law, and with notice that Consultant may 4 receive compensation under this Agreement only for services performed 5 according to the terms of this Agreement and while this Agreement is in effect, 6 and subject to the maximum amount payable under this section. Consultant 7 further acknowledges that County employees have no authority to commit to 8 additional payments or authorize payments to Consultant except as expressly 9 provided in this Agreement as defined in Exhibit E to this Agreement,titled"Extra 10 Services." 11 C. Invoices. County and Consultant agree to allow the preparation of the EIR 12 Contract Deliverables to occur in eight (8) increments of deliverables (Contract 13 Deliverables A through H), as described in Exhibit D to this Agreement, titled 14 "Compensation", with Applicant providing payment in advance for each Contract 15 Deliverable increment before County may authorize to commence work on said 16 increment. Invoices for payment for Contract Deliverables shall be submitted 17 only after the work identified for that Contract Deliverable increments has been 18 completed to the satisfaction of County. All Tasks shall be completed according 19 to Exhibit B to this agreement, titled "Work Program." Upon completion of a 20 Contract Deliverable and delivery to County, Consultant may submit an invoice 21 with documentation that the Tasks have been fully completed for that Contract 22 Deliverable. County shall then review, approve, and submit the invoice to the 23 County Auditor- Controller/Treasurer-Tax Collector for payment, or reject the 24 claim and return the Claim to the Consultant identifying the work that has not 25 been accepted as completed. If a project is delayed for more than sixty(60)days, 26 based on no fault of the Consultant, The County may, at their discretion of the 27 Director, accept an invoice from the Consultant for a payment of a portion of a 28 Contract Deliverable that has been completed. Consultant Agreement—Soar Environmental Consulting, Inc. Page 4 of 18 1 D. Payment. Payment shall be issued to Consultant after the receipt thereof by 2 County Auditor-Controller/Treasurer Tax Collector within sixty (60) calendar 3 days after the receipt. 4 E. Incidental Expenses. Consultant is solely responsible for all its costs and 5 expenses that are not specified as payable by the County under this Agreement, 6 whether anticipated or those that may materialize. 7 4. INDEMNITY AND INSURANCE 8 A. Duty to Indemnify. Consultant agrees to indemnify, save, hold harmless, and 9 at County's request, defend the County, its officers, agents, and employees from 10 any and all costs and expenses, damages, liabilities, claims, and losses 11 occurring or resulting to County in connection with the performance, or failure to 12 perform, by Consultant, its officers, agents, or employees under this Agreement, 13 and from any and all costs and expenses, damages, liabilities, claims, and losses 14 occurring or resulting to any person, firm, or corporation who may be injured or 15 damaged by the performance, or failure to perform, of Consultant, its officers, 16 agents, or employees under this Agreement. 17 B. Insurance Requirements. Consultant shall comply with all the insurance 18 requirements in Exhibit G to this Agreement, titled "Insurance Requirements." 19 C. Survival. The terms of this Section 4 shall survive the termination of this 20 Agreement. 21 5. BREACH AND TERMINATION 22 A. Termination by County. This Agreement may be immediately terminated by 23 County upon written notice to Consultant if Consultant fails to comply with any 24 or all the terms of this Agreement or Applicant requests that County discontinues 25 processing the project. In no event shall any payment by County constitute a 26 waiver by County of any breach of this Agreement or any default which may then 27 exist on the part of Consultant. County's termination of this Agreement due to 28 Consultant Agreement—Soar Environmental Consulting, Inc. Page 5 of 18 I Consultant's breach shall not limit the rights of County to seek other relief, 2 including the recovery of damages. 3 B. Effect of Termination. If this Agreement is terminated as provided in this 4 section, Consultant shall be compensated for satisfactorily performed services 5 completed to the date of termination based upon the compensation rates set 6 forth in Exhibit B, Work Program, and subject to the total sum agreed to herein, 7 together with such additional services satisfactorily performed by Consultant 8 after termination which are authorized by County to complete the work performed 9 to the date of termination. 10 6. WORK PRODUCT 11 A. County Control of Work Product.All reports, studies, data, or other information 12 prepared or assembled by Consultant under this Agreement shall not be 13 provided to any person, association, corporation, or other organization during the 14 term of this Agreement without the prior written consent of County. 15 B. County Right to Disclose. County shall have the unlimited authority to forever 16 publish, disclose, distribute, and otherwise use throughout the world, in whole or 17 in part, and allow others to do so, all reports, studies, data, or other information 18 prepared by Consultant pursuant to this Agreement. 19 C. Ownership of Work Product. All documents prepared or obtained by 20 Consultant shall become the exclusive property of County. Upon termination of 21 this Agreement and prior to any compensation received from County for unpaid 22 services, Consultant shall surrender to County all work products created 23 pursuant to this Agreement without any reservation of rights therein. Consultant 24 may retain such documents only for so long as County authorizes such work 25 product to be retained to allow the completion of work as provided in Subsection 26 5.13 of this Agreement. Consultant may retain copies of any documents prepared 27 or obtained by Consultant and designated as public records under the California 28 Public Records Act (California Government Code, Title 1, Division 7, Chapter Consultant Agreement—Soar Environmental Consulting, Inc. Page 6 of 18 1 3.5, beginning with section 6250), and such documents may be used by 2 Consultant in any manner after this Agreement has been terminated. 3 D. Format of Documents. The Consultant shall provide (submit, reproduce, and 4 distribute) Draft EIR, Final EIR, MMRP, appendices, exhibits and any additional 5 reference material in the quantities and format(s) as specified in Exhibit B, Work 6 Program, of this Agreement. County will require that Consultant provide 7 documents in both Microsoft Word, Office 2016 (or newer) and Portable 8 Document Format (.pdf) file formats. 9 7. TIME OF PERFORMANCE 10 It is understood that weather and other factors beyond Consultant's control may delay 11 the completion of field work necessary for preparation of the EIR. Consultant will be allowed as 12 many additional days as are necessary to compensate for days lost due to inclement weather 13 or delays resulting from actions by Applicant including but not limited to changes in the project. 14 If additional time is needed because of a delay caused by factors not beyond Consultant's 15 control, Consultant shall timely request an extension of time in writing. The granting of such an 16 extension shall be at the discretion of the Director, or the Director's designee. Neither Party 17 shall be held liable or responsible to the other Party nor be deemed to have defaulted under or 18 breached this Agreement for failure or delay in fulfilling or performing any obligation under this 19 Agreement when such failure or delay is caused by or results from causes beyond the 20 reasonable control of the affected Party, including but not limited to fire, floods, embargoes, 21 war, acts of war, insurrections, riots, strikes, lockouts or other labor disturbances, or acts of 22 God; provided, however, that the Party so affected shall use reasonable commercial efforts to 23 avoid or remove such causes of nonperformance, and shall continue performance hereunder 24 with reasonable dispatch whenever such causes are removed. Either Party shall provide the 25 other Party with prompt written notice of any delay or failure to perform that occurs by reason 26 of force majeure. 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. Page 7 of 18 1 8. INDEPENDENT CONTRACTOR 2 In performance of the work, duties, and obligations assumed by Consultant under this 3 Agreement, it is mutually understood and agreed that Consultant, including all of Consultant's 4 officers, agents, employees, and sub-consultants/contractors, will always be acting and 5 performing as an independent contractor, and shall act in an independent capacity and not as 6 an officer, agent, servant, employee,joint venture, partner, or associate of County. Furthermore, 7 County shall have no right to control or supervise or direct the manner or method by which 8 Consultant shall perform its works and function. However, County shall retain the right to 9 administer this Agreement so as to verify that Consultant is performing its obligations in 10 accordance with the terms and conditions thereof. Consultant and County shall comply with all 11 applicable provisions of law and the rules and regulations, if any, of Governmental authorities 12 having jurisdiction over matters the subject thereof. Because of its status as an independent 13 contractor, Consultant shall have no right to employment rights or benefits available to County 14 employees. Consultant shall be solely liable and responsible for providing to, or on behalf of its 15 employees, all legally required employees benefits. In addition, Consultant shall be solely 16 responsible and save County harmless from all matters relating to payment of Consultant's 17 employees, including compliance with Social Security withholding, and all other regulations 18 governing such matters. It is acknowledged that during the term of this Agreement, Consultant 19 may be providing services to others unrelated to County or to this Agreement. 20 9. AUDITS AND INSPECTIONS 21 A. Inspection of Documents. Consultant shall make available to County, and 22 County may examine at any time during business hours and as often as County 23 deems necessary, all of Consultant's records and data with respect to the 24 matters covered by this Agreement, excluding attorney-client privileged 25 communications. Consultant shall, upon request by County, permit County to 26 audit and inspect all such records and data to ensure Consultant's compliance 27 with the terms of this Agreement. 28 Consultant Agreement—Soar Environmental Consulting, Inc. Page 8of18 1 B. State Audit Requirements. If the compensation to be paid by County under this 2 Agreement exceeds$10,000, Consultant is subject to the examination and audit 3 of the California State Auditor, as provided in Government Code section 8546.7, 4 for a period of three years after final payment under this Agreement. This 5 subsection 9.13 survives the termination of this Agreement. 6 C. Public Records. Under this Agreement, Consultant is not permitted to discuss, 7 disclose or release to the public or any third party this Agreement or any 8 information, record or data related to the Project unless specifically authorized 9 by County. County is not limited in any manner with respect to its public 10 disclosure of this Agreement or any record or data that Consultant may provide 11 to the County. County's public disclosure of this Agreement or any record or data 12 that Consultant may provide to County may include but is not limited to the 13 following: 14 (1) County may voluntarily, or upon request by any member of the public or 15 governmental agency, disclose this Agreement to the public or such 16 governmental agency. 17 (2) County may voluntarily, or upon request by any member of the public or 18 governmental agency, disclose to the public or such governmental 19 agency any record or data that Consultant may provide to County, unless 20 such disclosure is prohibited by court order. 21 (3) This Agreement, and any record or data that Consultant may provide to 22 County, is subject to public disclosure under the Ralph M. Brown Act 23 (California Government Code, Title 5, Division 2, Part 1, Chapter 9, 24 beginning with section 54950). 25 (4) This Agreement, and any record or data that Consultant may provide to 26 County, is subject to public disclosure as a public record under the 27 California Public Records Act (California Government Code, Title 1, 28 Division 7, Chapter 3.5, beginning with section 6250) ("CPRA"). Consultant Agreement—Soar Environmental Consulting, Inc. Page 9 of 18 1 (5) This Agreement, and any record or data that Contractor may provide to 2 County, is subject to public disclosure as information concerning the 3 conduct of the people's business of the State of California under 4 California Constitution, Article 1, section 3, subdivision (b). 5 (6) Any marking of confidentiality or restricted access upon or otherwise 6 made with respect to any record or data that Consultant may provide to 7 County shall be disregarded and have no effect on County's right or duty 8 to disclose to the public or governmental agency any such record or data. 9 D. Public Records Act Requests. If County receives a written or oral request 10 under the CPRA to publicly disclose any record that is in Consultant's possession 11 or control, and which County has a right, under any provision of this Agreement 12 or applicable law, to possess or control, then County may demand, in writing, 13 that Consultant deliver to County, for purposes of public disclosure, the 14 requested records that may be in the possession or control of Consultant. Within 15 five business days after County's demand, Consultant shall (a) deliver to the 16 County all of the requested records that are in Consultant's possession or 17 control, together with a written statement that Consultant, after conducting a 18 diligent search, has produced all requested records that are in Consultant's 19 possession or control, or (b) provide to County a written statement that 20 Consultant, after conducting a diligent search, does not possess or control any 21 of the requested records. Consultant shall cooperate with County with respect to 22 any County demand for such records. If Consultant wishes to assert that any 23 specific record or data is exempt from disclosure under the CPRA or other 24 applicable law, it must deliver the record or data to County and assert the 25 exemption by citation to specific legal authority within the written statement that 26 it provides to County under this section. Consultant's assertion of any exemption 27 from disclosure is not binding on County, but County will give at least 10 days' 28 advance written notice to the Contractor before disclosing any record subject to Consultant Agreement—Soar Environmental Consulting, Inc. Page 10 of 18 1 Consultant's assertion of exemption from disclosure. Consultant shall indemnify 2 the County for any court-ordered award of costs or attorney's fees under the 3 CPRA that results from Consultant's delay, claim of exemption,failure to produce 4 any such records, or failure to cooperate with County with respect to any County 5 demand for any such records. 6 10. MAINTAIN AND PROVIDE ADMINISTRATIVE RECORD 7 If requested by the County, Consultant shall upon request prepare and assemble the 8 Administrative Record (defined in this Section 10 below) and furnish it to County after the Notice 9 of Determination, including the findings and any Statement of Overriding Consideration, are 10 filed with the County Clerk. The "Administrative Record" is defined as the entirety of the 11 information relied upon to prepare the EIR, including without limitation all records identified in 12 California Public Resources Code section 21167.6, subdivision (e). The Administrative Record 13 is inclusive of all information and analyses either generated or obtained from other sources or 14 used to support documentation and analyses. A complete Administrative Record is the entirety 15 of the information relied upon within Consultant's possession plus all information in other 16 locations listed in the references. Information listed in the references at other locations does not 17 have to be included in the Administrative Record, provided the references contain sufficient 18 information for a reasonable member of the public to identify, seek out, and obtain the listed 19 information. Consultant shall organize the information comprising the Administrative Record as 20 an accessible electronic file, indexed by topic to the extent possible, and submit this record to 21 County. The electronically stored information comprising the Administrative Record shall be 22 delivered to the County in in the format in which it is ordinarily maintained. 23 11. CONTRACT ADMINISTRATION 24 Consultant shall notify its appropriate employees of the individual County designates as 25 County Contract Administrator for this EIR. All routine correspondence and telecommunications 26 related to Contract performance and related issues should be addressed as follows: 27 David Randall, Senior Planner Department of Public Works and Planning 28 Development Services and Capital Project Division 2220 Tulare Street, 6th floor Consultant Agreement—Soar Environmental Consulting, Inc. Page 11 of 18 1 Fresno, CA 93721 Phone: (559) 600-4052 2 e-mail: DRandall(a-.FresnoCountyCA.gov 3 All other notices to County shall be delivered in accordance with Section 12, below. 4 12. NOTICES 5 A. Addresses for Delivery. Except as otherwise provided in this Agreement, the 6 persons and their addresses having authority to give and receive notices under 7 this Agreement include the following: 8 County: Director of Public Works and Planning 9 Department of Public Works and Planning 2220 Tulare Street, Eighth Floor 10 Fresno, CA 93721 11 Attn: Division Manager/Development Services 12 Consultant: Michael J. Murphy Principal/CEO 13 Soar Environmental Consulting, Inc. 1322 E. Shaw Ave Ste. 400 14 Fresno, CA 93710 15 B. Change of Contact Information. Either Party may change the information 16 provided in this Agreement by giving notice as provided in this section. 17 C. Method of Delivery. Each notice between the County and the Consultant 18 provided for or permitted under this Agreement must be in writing, state that it is 19 a notice provided under this Agreement, and be delivered either by personal 20 service, by first-class United States mail, by an overnight commercial courier 21 service. 22 (1) A notice delivered by personal service is effective upon service to the 23 recipient. 24 (2) A notice delivered by first-class United States mail is effective three 25 County business days after deposit in the United States mail, postage 26 prepaid, addressed to the recipient. 27 (3) A notice delivered by an overnight commercial courier service is effective 28 one County business day after deposit with the overnight commercial Consultant Agreement—Soar Environmental Consulting, Inc. Page 12 of 18 1 courier service, delivery fees prepaid, with delivery instructions given for 2 next day delivery, addressed to the recipient. 3 D. Claims Presentation. For all claims arising out of or related to this Agreement, 4 nothing in this Section 12 establishes, waives, or modifies any claims 5 presentation requirements or procedures provided by law, including but not 6 limited to the Government Claims Act (Division 3.6 of Title 1 of the Government 7 Code, beginning with section 810). 8 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS 9 A. Applicability. This applies if the Consultant is operating as a corporation or 10 changes its status to operate as a corporation. 11 B. Duty to Disclose. If any member of the Consultant's board of directors is party 12 to a self-dealing transaction, he or she shall disclose the transaction by 13 completing and signing a "Self-Dealing Transaction Disclosure Form" (Exhibit F 14 to this Agreement) and submitting it to the County before commencing the 15 transaction or immediately after. 16 C. Definition. "Self-dealing transaction" means a transaction to which the 17 Consultant is a party and in which one or more of its directors, as an individual, 18 has a material financial interest. 19 14. GENERAL TERMS 20 A. Effective Date;Term.This Agreement shall become effective upon the Effective 21 Date and shall continue in effect until the obligations of the Parties under this 22 Agreement are complete or until this Agreement is earlier terminated as provided 23 in Section 5 "Breach and Termination." 24 B. Amendments or Modification.Any changes to this Agreement requested either 25 by County or Consultant may only be affected if mutually agreed upon in writing 26 by duly authorized representatives of the Parties hereto. Except as provided in 27 Section 5, "Breach and Termination," this Agreement may not be modified, and 28 no waiver is effective, except by written agreement signed by both Parties. The Consultant Agreement—Soar Environmental Consulting, Inc. Page 13 of 18 1 Consultant acknowledges that County employees have no authority to modify 2 this Agreement except as expressly provided in this Agreement. 3 C. Non-Assignment. Neither Party may assign its rights or delegate its obligations 4 under this Agreement without the prior written consent of the other Party. 5 D. Governing Law. The laws of the State of California govern all matters arising 6 from or related to this Agreement. 7 E. Jurisdiction and Venue. This Agreement is signed and performed in Fresno 8 County, California. Consultant consents to California jurisdiction for actions 9 arising from or related to this Agreement, and, subject to the Government Claims 10 Act, all such actions must be brought and maintained in Fresno County. 11 F. Construction. The final form of this Agreement is the result of the Parties' 12 combined efforts. If anything in this Agreement is found by a court of competent 13 jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing 14 the terms of this Agreement against either Party. 15 G. Headings; Construction; Statutory References. The headings and section 16 titles in this Agreement are for convenience only and are not part of this 17 Agreement. The final form of this Agreement is the result of the Parties' 18 combined efforts and negotiations between the Parties. If anything in this 19 Agreement is found by a court of competent jurisdiction to be ambiguous, that 20 ambiguity shall not be resolved by construing the terms of this Agreement 21 against either Party. The language of this Agreement shall be construed as a 22 whole according to its fair meaning and not strictly for or against any Party. Any 23 rule of construction to the effect that ambiguities are to be resolved against the 24 drafting Party shall not apply in interpreting this Agreement. All references in this 25 Agreement to statutes, regulations, ordinances or resolutions of the United 26 States, the State of California, or County of Fresno shall be deemed to include 27 the same statute, regulation, ordinance, or resolution as hereafter amended or 28 renumbered, or if repealed, to such other provisions as may thereafter govern Consultant Agreement—Soar Environmental Consulting, Inc. Page 14 of 18 1 the same subject. In the event of any inconsistency between the text of this 2 Agreement and the Exhibits attached to this Agreement, such ambiguity shall be 3 resolved in the following order of priority: (1)the text of this Agreement, excluding 4 the Exhibits, (2) Exhibit G (Insurance Requirements), (3) Exhibit F (Self-Dealing 5 Transactions), (4) Exhibit D (Compensation), (5) Exhibit E (Extra Services), (6) 6 Exhibit C (Scope of Services), (7) Exhibit B (Work Program), and (8) Exhibit A 7 (Project Description). 8 H. Severability. If anything in this Agreement is found by a court of competent 9 jurisdiction to be unlawful or otherwise unenforceable, the balance of this 10 Agreement remains in effect, and the Parties shall make best efforts to replace 11 the unlawful or unenforceable part of this Agreement with lawful and enforceable 12 terms intended to accomplish the Parties' original intent. 13 I. Nondiscrimination. During the performance of this Agreement, the Consultant 14 shall not unlawfully discriminate against any employee or applicant for 15 employment, or recipient of services, because of race, religious creed, color, 16 national origin, ancestry, physical disability, mental disability, medical condition, 17 genetic information, marital status, sex, gender, gender identity, gender 18 expression, age, sexual orientation, military status or veteran status pursuant to 19 all applicable State of California and federal statutes and regulation. 20 J. No Waiver. Payment, waiver, or discharge by County of any liability or obligation 21 of the Consultant under this Agreement on any one or more occasions is not a 22 waiver of performance of any continuing or other obligation of Consultant and 23 does not prohibit enforcement by the County of any obligation on any other 24 occasion. 25 K. Entire Agreement. This Agreement constitutes the entire Agreement between 26 Consultant and County with respect to the subject matter hereof and supersedes 27 all previous negotiations, proposals, commitments, writing, advertisements, 28 publications, Consultant Agreement—Soar Environmental Consulting, Inc. Page 15 of 18 1 and understandings of any nature whatsoever, including without limitation the 2 Previous Consultant Agreement, unless expressly included in this Agreement. 3 L. No Third-Party Beneficiaries. This Agreement does not and is not intended to 4 create any rights or obligations for any person or entity, including without 5 limitation the Applicant, except for the Parties. 6 M. Binding Upon Successors. This Agreement shall be binding upon and inure to 7 the benefit of the Parties and their respective successors in interest, assigns, 8 legal representatives, and heirs. 9 N. Authorized Signatures. The Consultant represents and warrants to County 10 that: 11 (1) Consultant is duly authorized and empowered to sign and perform its 12 obligations under this Agreement. 13 (2) The individual signing this Agreement on behalf of Consultant is duly 14 authorized to do so and his or her signature on this Agreement legally 15 binds Consultant to the terms of this Agreement. 16 O. Electronic Signatures.The Parties agree that this Agreement may be executed 17 by electronic signature as provided in this section. 18 (1) An "electronic signature" means any symbol or process intended by an 19 individual signing this Agreement to represent their signature, including 20 but not limited to (a) a digital signature; (b) a faxed version of an original 21 handwritten signature; or (c) an electronically scanned and transmitted 22 (for example by PDF document) version of an original handwritten 23 signature. 24 (2) Each electronic signature affixed or attached to this Agreement (a) is 25 deemed equivalent to a valid original handwritten signature of the person 26 signing this Agreement for all purposes, including but not limited to 27 evidentiary proof in any administrative or judicial proceeding, and (b) has 28 Consultant Agreement—Soar Environmental Consulting, Inc. Page 16 of 18 1 the same force and effect as the valid original handwritten signature of 2 that person. 3 (3) The provisions of this section satisfy the requirements of Civil Code 4 section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act 5 (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1). 6 (4) Each Party using a digital signature represents that it has undertaken and 7 satisfied the requirements of Government Code section 16.5, subdivision 8 (a), paragraphs (1) through (5), and agrees that each other Party may 9 rely upon that representation. 10 (5) This Agreement is not conditioned upon the Parties conducting the 11 transactions under it by electronic means and either Party may sign this 12 Agreement with an original handwritten signature. 13 P. Counterparts. This Agreement may be signed in counterparts, each of which is 14 an original, and all of which together constitute this Agreement. 15 [Signature page follows.] 16 17 18 19 20 21 22 23 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. Page 17 of 18 1 In witness whereof, the Parties are signing this Agreement as of the Effective Date. 2 3 CONSULTANT: COUNTY OF FRESNO: Soar Environmental Consulting, Inc 4 BY: 7 Michael J. Murphy STEVEN E. !WHITE PE, PLS Principal/CEO DEPARTMEN OF ObBLIC WORKS 8 AND PLA NI, G 9 10 11 ORG. NO.: 4360-0200 SUBCLASS NO.: 10000 12 FUND NO.: 0001 ACCOUNT NO.: 7295 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. Page 18 of 18 1 Exhibit A 2 Project Description 3 Allow an existing dairy to increase current milk cow herd size by 1,800 head, for a total 4 of 5,000 milk cow heads, increase dry from 480 heads to 600 dry heads and allow the 5 construction of one free stall barn, one hospital barn, and two Saudi-style barns, on a 6 598.9-acre parcel, within the AE-20 (Exclusive Agricultural, 20-acre minimum parcel 7 size) Zone District. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. A-1 1 Exhibit B 2 Work Program 3 4 (See Attached) 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. B-1 1 Exhibit C 2 Scope of Services 3 1. Upon Consultant's receipt of written requests by County to proceed with identified work, 4 Consultant shall prepare, in phases, an EIR for the Project which shall comply with CEQA 5 and conform to the Work Program, as described in Exhibit B to this Agreement, and 6 Schedule, as defined in Exhibit B to this Agreement, submitted by Consultant and 7 approved by Director. 8 2. Consultant shall determine, at the earliest feasible time,those factors which could severely 9 inhibit or prohibit the approval and development of the proposed project. Consultant shall 10 promptly notify County of Consultant's findings regarding such factors and conclusions 11 related thereto for the purpose of determining the feasibility of continuing with preparation 12 of the EIR according to said Work Program. 13 3. Consultant shall include a County staff member in any meeting or other contact between 14 Consultant and Applicant, unless otherwise authorized by County in which case 15 Consultant shall provide a written summary of the meeting. County shall specifically 16 authorize each instance of written correspondence between Consultant and Applicant, 17 and the sender shall provide County a copy of all such correspondence. 18 4. Consultant shall review all background information, prior environmental studies and other 19 studies supplied by Applicant for evaluation in the EIR, and Consultant or its 20 Subconsultants shall revise and/or complete any studies determined to be inadequate or 21 incomplete. 22 5. Consultant shall not revise the approved Work Program or replace any Subconsultant, as 23 identified in the Work Program, selected to prepare any part of the EIR without the prior 24 written consent of Director. Project Manager shall be Michael J. Murphy, email 25 mjmurphy@soarhere.com. Any changes to Consultant Project Manager will require the 26 prior written consent of Director. 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. C-1 1 6. Consultant shall at minimum conduct one(1)scoping meeting for the Notice of Preparation 2 (NOP) and one (1) public meeting for the Draft EIR if such meetings are requested by 3 County. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. C-2 1 Exhibit D 2 Compensation 3 Consultant will be compensated for performance of its services under this Agreement as 4 provided in this Exhibit D. Consultant is not entitled to any compensation except as expressly 5 provided in this Exhibit D. 6 1. Contract Deliverables: to occur in eight (8) increments. 7 (a) Contract Deliverable A: (Project Kick-Off) shall consist of all work 8 performed by Consultant to complete the deliverable as identified in the Exhibit B Work 9 Program. 10 (b) Contract Deliverable B: (Development of Technical Reports) shall 11 consist of all work performed by Consultant to complete the deliverable as identified in the 12 Exhibit B Work Program. 13 (c) Contract Deliverable C: (Development of Technical Reports) shall 14 consist of all work performed by Consultant to complete the deliverable as identified 15 in the Exhibit B Work Program. 16 (d) Contract Deliverable D: (Administrative Draft EIR) shall consist of all 17 work performed by Consultant to complete the deliverable as identified in the Exhibit B 18 Work Program. 19 (e) Contract Deliverable E: (Draft EIR) shall consist of all work performed 20 by Consultant to complete the deliverable as identified in the Exhibit B Work Program. 21 (f) Contract Deliverable F: (Administrative Final EIR) shall consist of all 22 work performed by Consultant to complete the deliverable as identified in the Exhibit B 23 Work Program. 24 (g) Contract Deliverable G: (Final EIR) shall consist of all work performed 25 by Consultant to complete the deliverable as identified in the Exhibit B Work Program. 26 (h) Contract Deliverable H: (Decision Support) shall consist of all work 27 performed by Consultant to complete the deliverable as identified in the Exhibit B Work 28 Program. Consultant Agreement—Soar Environmental Consulting, Inc. D-1 1 2. Payment for Contract Deliverables: Upon execution of this Agreement by the Parties 2 hereto and thereafter upon Consultant's completion of each Contract Deliverable, 3 Consultant shall confirm, in writing, with Director or Director's designee, prior to 4 Consultant's performance of any services under a Contract Deliverable, that the sum 5 representing Applicant's incremental payment for that Contract Deliverable of work to be 6 performed by Consultant has been received by County from Applicant. This total sum shall 7 be paid to Consultant as follows: 8 (a) Contract Deliverable A: Upon receipt of a proper invoice in accordance 9 with Contract Deliverable A and following acceptance, County shall pay Consultant an 10 amount not to exceed Two Thousand Seven Hundred Forty Dollars and Zero Cents 11 ($2,740.00). The County shall pay Consultant said amounts pursuant to Section 3 of the 12 Agreement. 13 (b) Contract Deliverable B: Upon receipt of a proper invoice in accordance 14 with Contract Deliverable B and following acceptance, County shall pay Consultant an 15 amount not to exceed Thirty-Seven Thousand Two Hundred Dollars and Zero Cents 16 ($37,200.00). The County shall pay Consultant said amount pursuant to Section 3 of the 17 Agreement. 18 (c) Contract Deliverable C: Upon receipt of a proper invoice in accordance 19 with Contract Deliverable C and following acceptance, County shall pay Consultant an 20 amount not to exceed an amount not to exceed Twenty-Six Thousand Eight Hundred 21 Dollars and Zero Cents ($26,800.00). The County shall pay Consultant said amount 22 pursuant to Section 3 of the Agreement. 23 (d) Contract Deliverable D: Upon receipt of a proper invoice in accordance 24 with Contract Deliverable D and following acceptance, County shall pay Consultant an 25 amount not to exceed Seventy-Four Thousand Five Hundred Forty Dollars and Zero Cents 26 ($74,540.00). The County shall pay Consultant said amount pursuant to Section 3 of the 27 Agreement. 28 Consultant Agreement—Soar Environmental Consulting, Inc. D-2 1 (e) Contract Deliverable E: Upon receipt of a proper invoice in accordance 2 with Contract Deliverable E and following acceptance, County shall pay Consultant an 3 amount not to exceed Sixteen Thousand Six Hundred Eighty Dollars and Zero Cents 4 ($16,680.00). The County shall pay Consultant said amount pursuant to Section 3 of the 5 Agreement. 6 (f) Contract Deliverable F: Upon receipt of a proper invoice in accordance 7 with Contract Deliverable F and following acceptance, County shall pay Consultant an 8 amount not to exceed Twenty-One Thousand Eighty Dollars and Zero Cents($21,080.00). 9 The County shall pay Consultant said amount pursuant to Section 3 of the Agreement. 10 (g) Contract Deliverable G: Upon receipt of a proper invoice in accordance 11 with Contract Deliverable G and following acceptance, County shall pay Consultant an 12 amount not to exceed Twelve Thousand Seven Hundred Seventy Dollars and Zero Cents 13 ($12,770.00). The County shall pay Consultant said amount pursuant to Section 3 of the 14 Agreement. 15 (h) Contract Deliverable H: Upon receipt of a proper invoice in accordance 16 with Contract Deliverable H and following acceptance, County shall pay Consultant an 17 amount not to exceed Twenty-Three Thousand Three Hundred Eighty Dollars and Zero 18 Cents ($23,380.00). The County shall pay Consultant said amount pursuant to Section 3 19 of the Agreement. 20 3. OPTIONAL TASKS: The Parties understand that"Optional Tasks" according to Exhibit B 21 Work Program may be required during the course of the project. The Parties agree that 22 County may authorize Consultant in writing to perform additional Optional Tasks as 23 described in Exhibit B of this Agreement as the County deems needed. Upon receipt of a 24 proper invoice following acceptance of performance of said Optional task by the County; 25 County shall pay Consultant said amount according to Exhibit B Work Program for 26 Optional Tasks pursuant Section 3 of the Agreement. 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. D-3 1 Exhibit E 2 Extra Services 3 1. The Parties understand that additional work, not reasonably anticipated during the 4 preparation of the Work Program proposal submitted by Consultant and approved by 5 County, may be necessary to complete the Draft and/or Final EIR. The Parties further 6 understand that it is not possible to estimate accurately either the quantity or quality of 7 comments that will be received by County during the public review period for the Draft 8 EIR. The Parties agree that County may authorize Consultant to perform certain 9 necessary additional work as "Extra Services" pursuant to Exhibit B of this Agreement. 10 2. The Extra Services which may be authorized are limited to those subjects set forth in 11 Exhibit B. Consultant shall not perform any Extra Services without prior written 12 authorization from the Director or the Director's designee. The total charge for all such 13 Extra Services shall not exceed the sum of Thirty-Two Thousand Two Hundred Seventy- 14 Eight Dollars and Fifty Cents ($32,278.50), approximately 15% of the Total Fee. 15 3. Whether to authorize Extra Services is within the discretion of County. Authorization may 16 be granted only if additional information, further analysis, or other work is, in the opinion 17 of the Director, required to complete the Draft or Final EIR or related activities. However, 18 if the services to be performed could reasonably have been anticipated during the 19 preparation of the Work Program proposal, as determined by the Director, these services 20 are not"Extra Services" and shall be performed by Consultant within the Total Fee of this 21 Agreement. Extra Services may be authorized only after County's receipt from Applicant, 22 pursuant to County/Applicant Agreement, of the entire sum determined by the Director to 23 be the maximum that may be rendered for those Extra Services. Consultant shall confirm 24 with the Director or the Director's designee that said sum has been received by County 25 from Applicant prior to its performance of the Extra Services. 26 4. Any work performed by the Consultant at County's request is always considered 27 included in the Scope of Work pursuant to Exhibit B unless prior explicit written 28 authorization, that includes a proposed Scope of Work for Extra Services and total cost Consultant Agreement—Soar Environmental Consulting, Inc. E-1 1 for services, has been obtained. County staff does not have the authority to provide 2 verbal commitments to amendments to agreements or verbally approve Extra Services; 3 any verbal direction or comments from staff does not make a commitment that any 4 written approval for changes in compensation will be authorized or provided. Failure of 5 Consultant to secure prior explicit written authorization for extra services before 6 performing said work shall be deem an acknowledgement that the work is within the 7 scope of the work previously agreed to, and shall constitute a waiver of all rights to an 8 amendment in the contract price or Extra Service request for such unauthorized extra 9 work and Consultant thereafter shall be entitled to no compensation or reimbursement 10 whatsoever for the performance of such work. 11 5. The advance of sufficient funds by Applicant to County for the compensation of both Total 12 Fee services and Extra Services prior to such services being performed shall be paid 13 upfront, and Consultant's confirmation of same with Director, or Director's designee, that 14 such sums have been received shall be conditions precedent to County's obligation to 15 compensate Consultant for such services. If Consultant performs any services under this 16 Agreement and such conditions precedent are not met, County shall not be obligated to 17 compensate Consultant for the performance thereof. 18 19 20 21 22 23 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. E-2 1 Exhibit F 2 Self-Dealing Transaction Disclosure Form 3 In order to conduct business with the County of Fresno ("County"), members of a 4 Consultant's board of directors, must disclose any self-dealing transactions that they are a party 5 to while providing goods, performing services, or both for the County. A self-dealing transaction 6 is defined below: 7 "A self-dealing transaction means a transaction to which the corporation is a party and in 8 which one or more of its directors has a material financial interest." 9 The definition above will be used for purposes of completing this disclosure form. 10 Instructions 11 (1) Enter board member's name, job title (if applicable), and date this disclosure is being 12 made. 13 (2) Enter the board member's company/agency name and address. 14 (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the 15 County. At a minimum, include a description of the following: 16 a. The name of the agency/company with which the corporation has the transaction; 17 and 18 b. The nature of the material financial interest in the Corporation's transaction that 19 the board member has. 20 (4) Describe in detail why the self-dealing transaction is appropriate based on applicable 21 provisions of the Corporations Code. 22 The form must be signed by the board member that is involved in the self-dealing 23 transaction described in Sections (3) and (4). 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. F-1 1 (1) Company Board Member Information: 2 Name: Date: 3 4 Job Title: 5 (2) Company/Agency Name and Address: 6 7 8 9 10 11 (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party 12 to) 13 14 15 16 17 18 (4) Explain why this self-dealing transaction is consistent with the requirements of 19 Corporations Code § 5233 (a) 20 21 22 23 24 25 26 (5) Authorized Signature 27 Signature: Date: 28 Consultant Agreement—Soar Environmental Consulting, Inc. F-2 1 Exhibit G 2 Insurance Requirements 3 1. Required Policies 4 Without limiting the County's right to obtain indemnification from the Consultant or any third- 5 parties, Consultant, at its sole expense, shall maintain in full force and effect the following 6 insurance policies throughout the term of this Agreement. 7 (A) Commercial General Liability. Commercial general liability insurance with limits of not 8 less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of 9 Four Million Dollars ($4,000,000). In addition, such Umbrella or Excess insurance 10 policy(ies) shall also apply on a primary and non-contributory basis for the benefit of the 11 County, its officers, officials, employees, agents, and volunteers. This policy must be 12 issued on a per occurrence basis. Coverage must include products, completed operations, 13 property damage, bodily injury, personal injury, and advertising injury. The Consultant 14 shall obtain an endorsement to this policy naming the County of Fresno, its officers, 15 agents, employees, and volunteers, individually and collectively, as additional insureds, 16 but only insofar as the operations under this Agreement are concerned. Such coverage 17 for additional insureds will apply as primary insurance and any other insurance, or self- 18 insurance, maintained by the County is excess only and not contributing with insurance 19 provided under the Consultant's policy. 20 (B) Automobile Liability.Automobile liability insurance with limits of not less than One Million 21 Dollars ($1,000,000) per occurrence for bodily injury and for property damages. Coverage 22 must include any owned and non-owned vehicles used in connection with this Agreement. 23 (C)Workers Compensation. Workers compensation insurance as required by the laws of 24 the State of California with statutory limits. 25 (D) Employer's Liability. Employer's liability insurance with limits of not less than One Million 26 Dollars ($1,000,000) per occurrence for bodily injury and for disease. 27 (E) Professional Liability. Professional liability insurance with limits of not less than One 28 Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million Consultant Agreement—Soar Environmental Consulting, Inc. G-1 1 Dollars ($3,000,000). If this is a claims-made policy, then (1) the retroactive date must be 2 prior to the date on which services began under this Agreement; (2) the Consultant shall 3 maintain the policy and provide to the County annual evidence of insurance for not less 4 than five years after completion of services under this Agreement; and (3) if the policy is 5 canceled or not renewed, and not replaced with another claims-made policy with a 6 retroactive date prior to the date on which services begin under this Agreement, then the 7 Consultant shall purchase extended reporting coverage on its claims-made policy for a 8 minimum of five years after completion of services under this Agreement. 9 2. Additional Requirements 10 (A)Verification of Coverage. Within 30 days after the Consultant signs this Agreement, and 11 at any time during the term of this Agreement as requested by the County's Risk Manager 12 or the County Administrative Office, the Consultant shall deliver, or cause its broker or 13 producer to deliver,to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, 14 California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to 15 the person identified to receive notices under this Agreement, certificates of insurance and 16 endorsements for all of the coverages required under this Agreement. 17 (i) Each insurance certificate must state that: (1) the insurance coverage has been 18 obtained and is in full force; (2) the County, its officers, agents, employees, and 19 volunteers are not responsible for any premiums on the policy; and (3) the 20 Consultant has waived its right to recover from the County, its officers, agents, 21 employees, and volunteers any amounts paid under any insurance policy required 22 by this Agreement and that waiver does not invalidate the insurance policy. 23 (ii) The commercial general liability insurance certificate must also state, and include 24 an endorsement, that the County of Fresno, its officers, agents, employees, and 25 volunteers, individually and collectively, are additional insureds insofar as the 26 operations under this Agreement are concerned. The commercial general liability 27 insurance certificate must also state that the coverage shall apply as primary 28 insurance and any other insurance, or self-insurance, maintained by the County Consultant Agreement—Soar Environmental Consulting, Inc. G-2 1 shall be excess only and not contributing with insurance provided under the 2 Consultant's policy. 3 (iii) The automobile liability insurance certificate must state that the policy covers any 4 auto used in connection with this Agreement. 5 (iv) The professional liability insurance certificate, if it is a claims-made policy, must 6 also state the retroactive date of the policy, which must be prior to the date on 7 which services began under this Agreement. 8 (B)Acceptability of Insurers. All insurance policies required under this Agreement must be 9 issued by admitted insurers licensed to do business in the State of California and always 10 possessing during the term of this Agreement an A.M. Best, Inc. rating of no less than A: 11 VI I. 12 (C)Notice of Cancellation or Change. For each insurance policy required under this 13 Agreement, the Consultant shall provide to the County, or ensure that the policy requires 14 the insurer to provide to the County, written notice of any cancellation or change in the 15 policy as required in this paragraph. For cancellation of the policy for nonpayment of 16 premium, the Consultant shall, or shall cause the insurer to, provide written notice to the 17 County not less than 10 days in advance of cancellation. For cancellation of the policy for 18 any other reason, and for any other change to the policy, the Consultant shall, or shall 19 cause the insurer to, provide written notice to the County not less than 30 days in advance 20 of cancellation or change. The County in its sole discretion may determine that the failure 21 of the Consultant or its insurer to timely provide a written notice required by this paragraph 22 is a breach of this Agreement. 23 (D)County's Entitlement to Greater Coverage. If the Consultant has or obtains insurance 24 with broader coverage, higher limits, or both, than what is required under this Agreement, 25 then the County requires and is entitled to the broader coverage, higher limits, or both. To 26 that end, the Consultant shall deliver, or cause its broker or producer to deliver, to the 27 County's Risk Manager certificates of insurance and endorsements for all the coverages 28 that have such broader coverage, higher limits, or both, as required under this Agreement. Consultant Agreement—Soar Environmental Consulting, Inc. G-3 1 (E)Waiver of Subrogation. The Consultant waives any right to recover from the County, its 2 officers, agents, employees, and volunteers any amounts paid under the policy of worker's 3 compensation insurance required by this Agreement. The Consultant is solely responsible 4 to obtain any policy endorsement that may be necessary to accomplish that waiver, but 5 the Consultant's waiver of subrogation under this paragraph is effective whether the 6 Consultant obtains such an endorsement. 7 (F) County's Remedy for Consultant's Failure to Maintain. If the Consultant fails to always 8 keep in effect any insurance coverage required under this Agreement, the County may, in 9 addition to any other remedies it may have, suspend, or terminate this Agreement upon 10 the occurrence of that failure, or purchase such insurance coverage, and charge the cost 11 of that coverage to the Consultant. The County may offset such charges against any 12 amounts owed by the County to the Consultant under this Agreement. 13 (G)Subconsultants. The Consultant shall require and verify that all subconsultants used by 14 the Consultant to provide services under this Agreement maintain insurance meeting all 15 insurance requirements provided in this Agreement. This paragraph does not authorize 16 the Consultant to provide services under this Agreement using subconsultants. 17 18 19 20 21 22 23 24 25 26 27 28 Consultant Agreement—Soar Environmental Consulting, Inc. G-4 EXHIBIT B Statewide in Sacramento,Pasadena, Bakersfield, and Fresno.Corporate Headquarters: 1322 E.Shaw Ave.Suite#400, Fresno,CA 93710 Commitment to Excellence Soar Environmental Consulting, Inc. (Soar Environmental) possesses substantial expertise and unwavering dedication to achieving precision, efficiency, and compliance with all regulatory and project-specific requisites for our clients.Van Der Kooi Family Dairy proposed expanding the dairy herd size by 1920 cows and building four new barns on private property in Fresno County. With an MOU with Sentry Ag, Soar is committed to providing third-party environmental consulting services to the County of Fresno Planning Department under the California Environmental Quality Act (CEQA) requirements. For the County of Fresno and the Van Der Kooi Dairy EIR project, our comprehensive strategy will encompass meticulous attention to detail in collaboration, team composition, integration of technical deliverables, development of guidance documents, and the strategic utilization of expertise to address this project's needs. Scope of Work, Deliverables, and Cost Details: Deliverable A: SOAR proposes facilitating a formal CEQA process kickoff meeting with Sentry AG and the Fresno County Department of Public Works and Planning Staff.We initiate a thorough scoping phase to address the general requirements of the Environmental Review process under these regulations.This process involves extensive collaboration with the County of Fresno,stakeholder engagement,site analysis, and consultations with regulatory agencies to define project boundaries, identify potential environmental impacts, analyze project alternatives, and establish CEQA and mitigation measures. Al. Kickoff Meeting A2. Project Review/Applicant Team Review A3. Proposed Project-distribution list Deliverable B: Development of Technical Reports Soar will peer review existing environmental data and shall submit summary reports and site records(new and updated)to the County of Fresno-VAN DER K001 DAIRY, CEQA(After Action Report), Department of Justice (DOJ), California Department of Wildlife (CDFW), Central Valley Regional Water Quality Control Board, and the Central Valley Air Quality Control District. Technical reports include an executive summary, detailed project description, and objectives, project budget,timeline and work plan, methodology and approach,stakeholder involvement,survey boundaries including survey intensity, results of the pedestrian survey for the parcels, a detailed environmental impact analysis for the parcels in each phase, a description of the resources recorded or updated, mitigation of potential negative effects, long term impact, and appendices and supporting documents. 1. Evaluate and recommend CEQA pathways and other required analysis/documentation. a. Technical Impact Analysis ■ Biological Resources Assessment(BRA) (Soar) ■ Aquatics Resources Delineation (ARD) (Soar as needed) ■ Cultural Resources Assessment(Soar) ■ Quality Review Deliverable C: Development of Technical Reports 3 501M Statewide in Sacramento, Pasadena, Bakersfield, and Fresno.Corporate Headquarters: I 1322 E.Shaw Ave.Suite#400, Fresno,CA 93710 Technical report services rendered as in Deliverable'B' ■ AQ/GHG Technical Memorandum (Soar) ■ Visual Resources Technical Report (Soar as needed) ■ Noise/Acoustical Assessment(Soar as needed) ■ Water/Hydrology Assessment(Soar) ■ Quality Control Reviews Deliverable D:Administrative Draft EIR Soar will prepare a draft administrative EIR addressing each resource area identified in the CEQA Guidelines—environmental checklist. Resource analyses will describe the environmental setting, regulatory setting, and analytical methodology and evaluate the project's potential direct, indirect, and cumulative impacts. In coordination with County staff, the cumulative scenario may include targeted outreach via email or telephone to neighboring jurisdictions and regulatory agencies. Credible science-based research, reference materials, and qualified scientists informed professional judgments will support the EIR. Each section of the Draft EIR will cite technical studies and analyses relied upon; additional project-specific or site-specific analyses will be provided in the appendices for ease of review by agencies and the public. Internal quality assurance/quality control, including the Project Manager's cover-to-cover review of all deliverables, is included in the estimate. The EIR will present a comparative analysis of the alternatives analyzed in detail and describe potential alternatives considered but not carried forward for more detailed consideration, including the rationale for this decision. Deliverable E: Draft EIR Soar assumes that a single Administrative Draft EIR will suffice,that all comments will be provided using the "tracked changes"function of Word and comment bubbles rather than a memo or table format and that no changes will be requested that affect analytical methodologies, completed modeling, or the range or number of alternatives analyzed in detail. Soar will revise the Administrative Draft EIR per input received to prepare a redline and clean electronic"screen check"version for the County's final approval before publication.Soar assumes that the County would, at its discretion,share the screen check Draft EIR with Sentry AG for review. Review for final approval before publication is anticipated to focus on revisions made to the Administrative Draft EIR to confirm that they satisfactorily respond to the County's direction.To facilitate the review, Soar can be available to host a virtual meeting with a screen-share capability to resolve any remaining open issues or pending questions.The costs assume that any revisions requested upon review of the screen check draft could be resolved by Soar without input from an expert in the subject matter of additional resource area. Upon County approval of the Screencheck Draft EIR, Soar will finalize the document for publication, including final word processing,technical editing, and quality assurance reviews. Upon approval to print, Soar will generate up to 13 printed copies of the Draft EIR.Soar will produce up to 33 electronic copies on a "USB" drive of the Draft EIR, Appendices, and the reference materials cited in the Draft EIR — 20 standalone USBs and one to be included with each printed copy of the Draft EIR. Appendices for other recent Fresno County EIRs have averaged approximately 3,300 pages, and so are not proposed to be 4 EXHIBIT B PAGE 2 `Sa- Statewide in Sacramento, Pasadena, Bakersfield, and Fresno. Corporate Headquarters: /T,1717117111M 1322 E.Shaw Ave.Suite#400, Fresno,CA 93710 printed for this project: all Appendices are proposed to accompany all copies of the EIR in electronic format only. This scope of work is consistent with guidance from the Office of Planning and Research for third-party documents and direction from the County. Soar will make a good-faith effort to ensure that electronic copies of the EIR provided for upload to the web will be accessible to all, including those with disabilities that affect user interaction.At a minimum, PDF copies of the proposed EIR will be prepared using Optical Character Recognition (OCR)to allow for machine readability and searchability. Soar will prepare a draft Notice of Availability(NOA)for County review that satisfies the requirements of CEQA(Public Resources Code§21092;CEQA Guidelines §15987). One round of comments is anticipated. Following receipt of County authorization, ESA will coordinate the publication of the NOA in The Business Journal.Soar will draft(and revise if needed)an NOC for the County to submit to the State Clearinghouse. Soar will provide 13 printed copies of the Draft EIR(each with a USB enclosed)and 20 standalone electronic copies (on USB)of the Draft EIR to the County for distribution. A trifold or postcard-style mailer will be distributed via U.S. Post announcing the availability of the Draft EIR to stakeholders on the project distribution list. Upon request, Soar will provide the County with electronic copies of all reference materials relied upon in the Draft EIR so that they can be posted on the County's website or otherwise made available for public inspection upon release of the Draft EIR. Because these copies of cited reference materials are intended for inclusion in the record rather than for web posting,Soar does not propose formatting them specifically for online accessibility. Contract Deliverable F:Administrative Final EIR Soar will prepare an Administrative Draft of the Final EIR.Soar assumes that the County would, in its discretion,share the Administrative Final EIR with Sentry AG for review. In the Response to Comments document, any changes made to the Draft EIR in response to review agency and public review comments,together with the Draft EIR, will constitute the Final EIR.An electronic version of the Administrative Final EIR will be submitted for the County's review.Soar assumes the level of effort required for responding to comments commensurate with the labor cost shown in Table 2. Because it cannot be known at the time this scope of work is prepared what would be the nature, number,or focus of comments submitted on the Draft EIR,the estimate provided assumes a low level of public engagement with the process, consistent with Soar's experience. Contract Deliverable G: Final EIR Soar will further develop or refine the Administrative Final EIR in accordance with the input received and then will submit a clean electronic version to the County as a screen-check copy for review and approval to publish. Soar anticipates that the County would, in its discretion,share the Screencheck Final EIR with Sentry AG for review.As for the Draft EIR,the screen check review for the Final EIR is anticipated to focus on revisions made in response to input received and that the resolution of pending questions or issues could be resolved via a "shared screen" call without requiring input from resource area subject matter experts. 5 EXHIBIT B PAGE 3 Statewide in Sacramento, Pasadena, Bakersfield, and Fresno.Corporate Headquarters: 1322 E.Shaw Ave.Suite#400, Fresno,CA 93710 Upon receipt of approval to print, Soar will provide the County with up to 13 printed copies (each with an electronic version enclosed on USB) and up to 20 standalone electronic copies for distribution consistent with the description provided for the Draft EIR. As requested by the County for other recent projects, 13 printed copies of the appendices to the Final EIR will also be provided.The associated cost assumes no more than 100 pages of appendices would be printed with the Final EIR or that, alternatively,appendices to the Final EIR would be provided exclusively in electronic format. ESA will provide agency commenters on the Draft EIR with an electronic copy of the Final EIR. ESA will provide non-agency commenters and others on the project distribution list with a tri-fold or postcard-style notification of the availability of the Final EIR. Soar will prepare an NOC and provide it for the County to upload to the State Clearinghouse. ESA separately will submit electronic copies of all reference materials relied upon in the Final EIR to the County so that such materials can be posted online or otherwise made available for public inspection. Contract Deliverable H: Decision Support Soar will support the County's decision-making process by preparing sections of the draft Staff Report regarding the CEQA process and conclusions of the EIR, a Mitigation Monitoring and Reporting Program (MMRP)to be attached as an appendix to the Staff Report, and draft CEQA Findings (including a Statement of Overriding Considerations if one is needed). The MMRP will identify each proposed mitigation measure,the party responsible for its implementation,the required implementation activities and schedule,the party responsible for monitoring implementation, and the required monitoring and reporting activities and schedule. This scope of work assumes that county staff would be responsible for preparing all remaining sections of the staff report and remaining decision support documents, including resolutions for county decision- makers consideration. ESA assumes one round of County review for each of the draft Staff Report sections, MMRP,and CEQA Findings. Soar's Project Manager will support County staff in a public hearing before the Planning Commission. Suppose additional hearing support is needed (e.g., a second Planning Commission meeting or, in the event of an appeal to the Board of Supervisors). In that case,Soar can be available to provide the support subject to a separate scope and budget. Soar will prepare a Notice of Determination (NOD)to be filed following EIR certification and project approval.This scope of work and related costs assume that Sentry AG or the County would pay any governmental filing fees accompanying the NOD and that County staff would file the NOD with the County Clerk. Project Management Regular communication between the County and Sentry AG will be key.Soar will work with the County to coordinate via a formal CEQA process kickoff meeting (as described in Contract Deliverable A), environmental resource-specific calls(as described in Contract Deliverable D), other coordination calls as determined by the County, and a monthly project status report if requested, as well as the use of a SharePoint site where those with established access permissions may view and share project documents. 6 EXHIBIT B PAGE 4 Statewide in Sacramento, Pasadena, Bakersfield, and Fresno.Corporate Headquarters: 1322 E.Shaw Ave.Suite#400, Fresno,CA 93710 Key project management responsibilities, from the initiation of formal kickoff meeting planning to the conclusion of decision support-related activities, will include management of meetings and communications, schedule, and budget. Key project management responsibilities also include quality assurance and quality control for all work products. Optional Tasks Requiring Additional Budget: u AB 52 Tribal Consultations u Second Administrative Draft EIR-Should project changes occur. u Draft EIR Comment Meeting—Soar will facilitate one in-person or virtual public meeting during the 45-day comment period on the Draft EIR. Most,if not all,comments will be during the Final EIR stage. Compensation Soar is committed to staying on budget and managing costs to identify potential efficiencies throughout the CEQA process. Proposed contract deliverables and associated costs are identified in Table A below. The proposed cost is valid through March 1, 2025; if a contract has not been executed by then, rates and fees may be subject to adjustment. Absent schedule delays greater than 60 days, delays that occur for reasons beyond Soar's control, or the inclusion of an optional task, Soar does not anticipate submitting any requests for contract modification or payment of interim milestones. 7 EXHIBIT B PAGE 5 Statewide in Sacramento,Pasadena, Bakersfield, and Fresno. Corporate Headquarters: 1322 E.Shaw Ave.Suite#400,Fresno,CA 93710 Table A-Flat fee to be paid for 8 installments per contract deliverable Contract Deliverable A: Project Kickoff Total Deliverable Cost Task Items Task Costs Kickoff Meeting Agenda $1,200 $2,740 Project Distribution List $1,000 3%-of Project Management Cost $540 Contract Deliverable B:Technical Studies Review and Development Peer Review of Supplied Documents $2,400 $37,200 Production of Technical Reports.—One Round of Revisions $21,000 Quality Assurance-Control $12,000 10%of Project Management Cost $1,800 Contract Deliverable C:Technical Studies Review and Development Production of Technical Reports—On Round of Reviews $20,000 $26,800 Quality Assurance-Control $5,000 10%of Project Management Costs $1,800 Contract Deliverable D:Administrative Draft EIR $74,540 Administrative Draft EIR $65,000 53%of Project Management Costs $9,540 Contract Deliverable E:Screencheck Draft EIR and Notices Screen Check Draft EIR $6,000 Draft EIR,including cited reference materials $4,000 $16,680 Notices(NOC,NOA,legal advertisement) $2000 6%of Project Management costs $1,080 Non-Labor Expenses $3,600 Contract Deliverable F:Administrative Final EIR Administrative Final EIR $20,000 8 EXHIBIT B PAGE 6 "1410 Statewide in Sacramento,Pasadena, Bakersfield, OW and Fresno. Corporate Headquarters: 1322 E.Shaw Ave.Suite#400, Fresno,CA 93710 $21,080 6%of Project Management Costs $1,080 Contract Deliverable G: Final EIR Screen Check Final EIR $6,700 $12,770 Final EIR including reference Material $3,850 NOC $500 4%of Project Management Costs $720 Non-Labor Expenses $1000 Contract Deliverable H: Decision Support Draft CEQA Content for Staff Report,including Draft MMRP $4,500 Draft CEQA Findings $5,100 $23,380 Hearing Support $11,000 Notice of Determination(NOD) $340 8%of Project Management costs $1,440 Non-Labor Expenses $1,000 Total Project Cost—$215,190.00 Fresno County Dave Randall By: Date: Name: Title: Soar Environmental Consulting, Inc. 559.547.8884 Ext. 1 C/O Michael J. Murphy mjmurphy@soarhere.com By: �� ! ! � Date: 12.2.24 Name: Michael J. Murphy Title: Principal/CEO 9 EXHIBIT B PAGE 7 SOARENV-01 LSAUBERT CERTIFICATE OF LIABILITY INSURANCE DATE 1 3/17/217/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0504756 CONTACT Lori A.Saubert NAME: Draper Smith Insurance Group PHONE FAX P.O.Box 100 (AIC,No,Ext):(559)897-5811 (a/c,No):(559)896-0829 Kingsburg,CA 93631 AI DRIEss:lsaubert@kingsburgins.com INSURERS AFFORDING COVERAGE NAIC# INSURERANalley Forge Insurance Company 20508 INSURED INSURER B:Mercury Casualty Company 11908 Soar Environmental Consulting,Inc. INSURER C:Evanston Insurance Company 1322 E.Shaw Ave.,Ste.400 INSURER D:Employers Insurance Group 10346 Fresno,CA 93710 INSURER E:Crum&Forster Specialty Insurance Company 44520 INSURER F:Admiral Insurance Company COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR E OF INSURANCE ADDL SUER POLICY EFF POLICY EXP T TYP INSD WVD POLICY NUMBER MMIDD/YYYY MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE FX-1 OCCUR 6020783343 10/19/2024 10/19/2025 PREMISE DAMAGE TOEa RENTEDoccurrence $ 1,000,000 MED EXP(Any oneperson) S 10,000 PERSONAL&ADV INJURY $ 2,000,600 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 X POLICY 1 PR LOC PRODUCTS-COMPIOP AGG S 4,000,000 OTHER: HIRED AUTO NON $ 1,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ X ANY AUTO BA040000062433 11/28/2024 11/28/2025 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident S HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ C UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LIAR CLAIMS-MADE XOBW10161324 10/19/2024 10/19/2025 AGGREGATE $ 5,000,000 DED RETENTION$ $ D WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY TAT TE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N EIG580249800 10/20/2024 10/20/2025 1,000,000 OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 Ii yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 E Prof/Poll Liability PKC115802 10/19l2024 101 9/2025 Liability 5,000,000 F Employment Practice DEP2057208133 10/1/2024 10/1/2025 Liability 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Consulting Firm Services CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE County of Fresno THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2220 Tulare Street,16th Floor ACCORDANCE WITH THE POLICY PROVISIONS. Fresno,CA 93721 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD