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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CONSULTANT AGREEMENT
This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED CONSULTANT
AGREEMENT (hereinafter “First Amendment”), is made and entered into this _____ day of
____________, 2022 (the “Effective Date”), by and between the COUNTY OF FRESNO (“County”), a
political subdivision of the State of California, and the consulting firm of Rincon Consultants, Inc.
(“Consultant”), a California Corporation. This First Amendment amends the Amended and Restated
Consultant Agreement executed December 14, 2021, County of Fresno agreement number 21-548 (the
“Agreement”). The County and Consultant may collectively be referred to herein as “Parties” and
singularly as a “Party.”
RECITALS:
WHEREAS, the County and the Consultant entered into the Agreement to facilitate completion of
a Review of the General Plan and an Update of the Zoning Ordinance, including expanding the current
General Plan Review and comprehensive Zoning Ordinance Update process to address recent policy
direction given by the Board of Supervisors, address recent changes to State planning law and provide
an update to the 2000 General Plan Background Report, prepare a Program Environmental Impact
Report, and conduct additional public meetings with the Planning Commission and Board of Supervisors
(hereinafter referred to as the “GPRZOU Project”); and
WHEREAS, the Agreement provides for a basic fee for Consultant services of Six Hundred and
Twenty-Seven Thousand, and Fifty-Eight Dollars ($627,058.00) for professional fees, completed services
and direct costs apportioned into six contract Deliverables; and
WHEREAS, in addition to the fee for Consultant services, the Agreement provides for payment of
authorized “Contingencies” (Extra Services) for work not reasonably anticipated during preparation of the
GPRZOU Project in the total amount of Fifty Thousand Dollars ($50,000.00); and
WHEREAS, the total fee for Consultant services under the Agreement, inclusive of the basic fee
and Contingencies, amounts to Six Hundred and Seventy-Seven Thousand, and Fifty-Eight Dollars
($677,058.00).
22nd
March
Agreement No. 22-108
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WHEREAS, changes in State law have necessitated additional Consultant work, including but not
limited to (a) updating the General Plan Safety Element to address climate resiliency and (b) undertaking
a vulnerability assessment; and
WHEREAS, Consultant estimates that this additional work required by State law can be
performed at a cost of Sixty-Thousand Two Hundred and Seventy-One Dollars ($60,271.00); and
WHEREAS, to avoid future delay in the GPRZOU Project, an additional One Hundred and Ten
Thousand Two Hundred and Seventy-One Dollars ($110,271.00) will be added to Contingencies, in order
to preserve One Hundred Thousand Dollars ($100,000.00) for possible extra work, increasing the total
amount available for Consultant Contingencies to One Hundred and Sixty-Thousand Two Hundred and
Seventy-One Dollars ($160,271.00).
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree
as follows:
1.Subsection 3.A (Page 4, line 24 through Page 5, line 16) of the Agreement shall be deleted
in its entirety and replaced with the following:
A.Fee for Services: The total compensation for the services performed under this
Agreement shall not exceed Seven Hundred and Eighty-Seven Thousand, and Three Hundred and
Twenty-Nine Dollars ($787,329.00), inclusive of both the fee for professional services, direct costs on a
time and material basis, and contingency fees described more fully in Sections 3.A and 3.C of this
Agreement. The County shall pay the Consultant a basic fee in the total sum of Six Hundred and Twenty-
Seven Thousand, and Fifty-Eight Dollars ($627,058.00) which consists of Five Hundred and Seventy-
Two Thousand, One Hundred and Fifty Dollars ($572,150.00) in Professional Fees and Completed
Services to be Billed and Fifty-Four Thousand, Nine Hundred and Eight Dollars ($54,908.00) in Direct
Costs. Except as otherwise provided in Subsection 3.C of this Agreement, this basic fee is the entire
consideration to be paid by the County to the Consultant for all services performed by the Consultant
under this Agreement and is in addition to any amounts that the County has paid to the Prior Consultant
under the Amended Agreement. The total charge for Contingencies provided for in Subsection 3.C is
also in addition to any amounts that the County has paid to the Prior Consultant under the Amended
Agreement, and such total charge for Contingencies provided for in Subsection 3.C shall not exceed the
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sum of One Hundred and Sixty-Thousand Two Hundred and Seventy-One Dollars ($160,271.00). Exhibit
C-1 attached to this Agreement, is the detailed budget for the work to be performed including
Contingencies provided for in Subsection 3.C. In the event the Parties hereto disagree as to whether
certain services are included in the basic fee, the Director shall, in the Director's reasonable discretion,
make the determination as to the characterization of such services. The Director will be guided by, but
not be required to follow the Consultant’s Work Program of this Agreement in determining whether certain
services are included in the basic fee. The Director’s determination shall be conclusive and binding upon
the Parties hereto.
2. Subsections 3.C(1) and 3.C(2) (Page 10, lines 14 through 18) of the Agreement shall be
deleted in its entirety and replaced with the following:
(1)The Parties understand that additional work, not reasonably anticipated during the
preparation of the Work Program proposal submitted by the Consultant and approved by the County,
may be necessary to complete the GPRZOU or the Draft and/or Final EIR. The Parties further understand
that it is not possible to estimate accurately either the quantity or quality of comments that will be received
by the County during the public review period for the Draft EIR. The Parties agree that the County may
authorize the Consultant to perform certain necessary additional work as “Extra Services” pursuant to
Exhibit “D-1” of this Agreement.
(2)The Extra Services which may be authorized are limited to those subjects set forth
in Exhibit "E", a copy of which is attached hereto and incorporated herein by reference. The Consultant
shall not perform any Extra Services without prior written authorization from the Director or the Director’s
designee. The total charge for all such Extra Services shall not exceed the sum of One Hundred and
Sixty-Thousand Two Hundred and Seventy-One Dollars ($160,271.00).”
3.Exhibit C-1 “Amended Cost Estimate” and Exhibit D-1 “Amended Deliverables,” a true and
correct copy of each of which is attached hereto and incorporated herein by reference, shall be attached
to the Agreement and incorporated therein by this reference.
4.County and Consultant agree that this First Amendment is sufficient to amend the
Agreement and, that upon the Effective Date, the Agreement and this First Amendment together shall be
considered the Agreement.
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5. The Agreement, as hereby amended, is ratified and continued. All provisions, terms,
covenants, conditions and promises contained in the Agreement and not amended herein shall remain
in full force and effect.
6. The Parties agree that this Agreement may be executed by electronic signature as
provided in this section.
i. An “electronic signature” means any symbol or process intended by an individual
signing this First Amendment to represent their signature, including but not limited to (1) a digital
signature; (2) a faxed version of an original handwritten signature; or (3) an electronically scanned and
transmitted (for example by PDF document) of a handwritten signature.
ii. Each electronic signature affixed or attached to this First Amendment (1) is
deemed equivalent to a valid original handwritten signature of the person signing this First Amendment
for all purposes, including but not limited to evidentiary proof in any administrative or judicial proceeding,
and (2) has the same force and effect as the valid original handwritten signature of that person.
iii. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
beginning with section 1633.1).
iv. Each Party using a digital signature represents that it has undertaken and satisfied
the requirements of Government Code section 16.5, subdivision (a), paragraphs (1) through (5), and
agrees that each other Party may rely upon that representation.
v. This First Amendment is not conditioned upon the Parties conducting the
transactions under it by electronic means and either Party may sign this First Amendment with an original
handwritten signature.
[Signature page follows.]
1 IN WITNESS WHEREOF , the Parties hereto have caused this Agreement to be executed as of
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the Effective Date.
CONSUL TANT:
RINCON CONSULTANTS , INC .
A California Corporation
By: i1✓14
Print Name: Richard Daulton
Title : Principa lNice President
ORG . NO :
SUBCLASS NO .:
FUND NO.:
22 ACCOUNT NO.:
2540
10000
0001
7295
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COUNTY OF FRESNO:
Brian Pacheco, Chairman of the
Board of Supervisors of the County of Fresno
ATTEST:
Bernice E. Seidel
Clerk of the Board of Supervisors
County of Fresno , State of California
By:~
Deputy
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Cost Estimate
Principal II Principal ISupervisor ISenior Professional IProfessional IVProfessional IITechnical EditorProduction SpecialistSenior GIS SpecialistClericalTasks Labor Cost Direct
Expense Hours $270 $250 $215 $179 $164 $135 $120 $98 $155 $85
Phase 1: General Plan and Zoning Ordinance
Task 1.1 Rincon/County Kick-off Meeting $4,452 24 2 4 2 6 2 8
Task 1.2 Existing Document Review $8,202 50 4 4 10 8 24
Task 1.3 Revised Draft General Plan and Zoning Ordinance $24,280 136 16 40 80
Task Subtotal $36,934 210 2 24 6 56 90 32
Phase 2: Environmental Review
Task 2.1 Administrative Draft Program EIR $5,232 42 1 1 8 16 16
Executive Summary $1,638 10 2 2 6
Introduction $3,248 19 1 6 2 10
Project Description and Environmental Setting $5,038 31 1 2 4 2 18 4
Analysis, Impacts, and Mitigation Measures
Aesthetics $2,725 18 1 2 14 1
Agricultural and Forestry Resources $2,750 18 4 14
Air Quality $3,806 24 2 2 4 16
Biological Resources (No Field Surveys)$4,896 30 2 4 4 14 6
Cultural Resources (No Field Surveys)$4,786 29 1 8 4 16
Energy $2,030 13 1 2 10
Geology and Soils $2,400 15 1 3 10 1
Greenhouse Gas Emissions $5,492 34 2 4 8 20
Hazards and Hazardous Materials $2,300 15 1 2 12
Hydrology and Water Quality $5,683 36 1 2 12 20 1
Land Use and Planning $5,356 31 1 4 24 2
Mineral Resources $1,490 9 1 2 6
Noise $3,424 19 1 16 2
Population and Housing $2,300 15 1 2 12
Public Services $1,490 9 1 2 6
Recreation $1,490 9 1 2 6
Transportation and Traffic $2,010 $36,800 12 2 2 8
Tribal Resources $5,850 33 1 16 16
Utilities and Service Systems $3,630 21 1 8 10 2
Wildfire $2,460 1 4 10
Other CEQA Required Sections and Discussions $3,160 19 1 6 12
Alternatives (3)$11,700 66 2 8 16 24 16
Task 2.2 Draft Program EIR $29,820 $4,253 188 4 12 24 12 32 68 8 8 8 12
Task 2.3 Response to Comments $38,086 236 6 10 24 26 50 114 4 2
Task 2.4 Mitigation Monitoring and Reporting Program $14,678 90 4 12 12 20 42
Task Subtotal $178,968 $41,053 1091 14 64 167 106 132 514 24 12 43 30
Phase 3: Final Documents and Adoption
Task 3.1 Final PEIR $10,026 $4,253 60 4 6 10 36 2 2
Findings and Statement of Overriding Considerations $11,154 64 4 4 16 6 32 2
Task 3.2 Screencheck and Final GP and ZO $29,448 168 8 8 68 80 2 2
Task Subtotal $50,628 $4,253 292 8 18 34 74 80 68 6 4
Phase 4: Community Engagement and Meetings
Task 4.1 Project Coordination $61,500 318 18 40 80 100 60 20
Task 4.2 Community Engagement (5)$50,520 $5,261 294 12 104 146 32
Task 4.3 Disadvantaged Community Engagement (2)$29,816 $2,761 172 6 8 60 74 24
Task 4.4 Planning Commission Public Hearings (3) (includes Staff Reports)$38,472 $790 204 60 88 48 8
Task 4.5 Board of Supervisors Public Hearings (3) (includes Staff Reports)$38,472 $790 204 60 88 48 8
Task Subtotal $218,780 $9,602 1192 18 88 440 280 96 72 20
SUBTOTAL COST 485,310$ 54,908$ 2785 42 284 295 676 582 710 30 16 115 50
Direct Cost Detail
Vehicle Costs 1,170$
Photocopies Double-Sided BW 8,000$
Colored Copies Double-Sided or 11x17 238$
Per Diem, Workshop Materials 8,300$
USB Flash Drive 400$
GHD 36,800$
Subtotal Additional Costs:54,908$
Summary
Professional Fees Subtotal $485,310
Direct Costs Subtotal $54,908
TOTAL PROJECT BUDGET 540,218$
Services Completed, Still to be Billed 86,840$
Contingency $160,271
TOTAL WITH CONTINGENCY 787,329$
RINCON CONSULTANTS, INC.
Fresno County General Plan Review, Zoning Ordinance Update, and PEIR (Amended Contingency)
Rincon Labor Classification
Professional Services - are based on Rincon's standard
fee schedule and labor classifications. The above is
provided as an estimate of Rincon's effort per task. Rincon
may reallocate budget between staff and tasks, as long as
the total contract price is not exceeded.
EXHIBIT C-1
AMENDED CONTINGENCY
Deliverable 1
Services Completed to be Billed 86,840.00$
Phase 1: General Plan and Zoning Ordinance (Tasks 1.1 through 1.3)36,934.00$
Total 123,774.00$
Deliverable 2
Phase 2: Environmental Review (Task 2.1)133,184.00$
Total 133,184.00$
Deliverable 3
Phase 2: Environmental Review (Tasks 2.2 through 2.4)86,837.00$
Total 86,837.00$
Deliverable 4
Phase 4: Community Engagement and Meetings (Tasks 4.1 through 4.3)149,858.00$
Total 149,858.00$
Deliverable 5
Phase 3: Final Documents and Adoption (Task 3.1, Findings, Task 3.2)54,881.00$
Total 54,881.00$
Deliverable 6
Phase 4: Community Engagement and Meetings (Tasks 4.4 and 4.5)78,524.00$
Total 78,524.00$
Contingency (Amended)160,271.00$
Total 160,271.00$
Total Basic Fee:627,058.00$
Total Basic and Contingency Fee:787,329.00$
EXHIBIT D-1
(REVISED DELIVERABLES TABLE)