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HomeMy WebLinkAboutAgreement A-17-214 with Helix Env Planning Inc..pdf THIRD PARTY ADMINISTRATOR AGREEMENT -1- 1 2 3 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 THIRD PARTY ADMINISTRATOR AGREEMENT THIS AGREEMENT is made and entered into this ______ day of ________ 2017, by and between the COUNTY OF FRESNO, a Political Subdivision of the State of California, hereinafter referred to as "County", and Helix Environmental Planning, Inc., a California corporation, whose address is 7578 El Cajon Boulevard, Suite 200, La Mesa, California 91942, hereinafter referred to as "Consultant". WITNESSETH WHEREAS, On October 9, 2014, pursuant to County Resolution No. 12466, subject to the conditions listed therein, the County Planning Commission certified Environmental Impact Report No 6730 for the Project (State Clearinghouse No. 2013111056), approving eight separate conditional use permits, Unclassified Conditional Use Permit ("CUP") Nos. 3451 through 3458, and adopting a Mitigation Monitoring and Reporting Plan and Condition Compliance Matrix ("Monitoring Plan") WHEREAS, the Monitoring Plan is attached hereto as Exhibit "B" and incorporated herein by reference. This Agreement is for CUPs 3452, 3453, 3454, 3455, 3456, 3457, and 3458, and the Developer will be responsible for the portion of the project described under CUPs 3452, 3453, 3454, 3455, 3456, 3457, and 3458. The Commission approved a Reclamation Plan as a component of the CUPs for the Project on October 9, 2014. WHEREAS, the Developer will be constructing the portion of the Project approved under CUPs No. 3452, 3453, 3454, 3455, 3456, 3457, and 3458, consisting of the construction and operation of a solar PV power plant capable of generating up to 200 MW and including up to 200 MW of energy storage capacity. Exhibit "A", attached hereto and incorporated herein by reference, reflects the legal description of the land in question. WHEREAS, Condition of Approval 1 for the CUP requires that the Applicant shall enter into an agreement with the County of Fresno to implement a Mitigation Monitoring and/or Reporting Plan and Condition Compliance Matrix to be administered by a third party in accordance with Section 21081.6 of the California Public Resources Code and Section 15097 of Title 14, Chapter 3 of the California Code of Regulations. WHEREAS, this agreement shall cover the Consultant's Letter Agreement/Proposal to Provide Biological Consulting Services for the project dated April 6, 2017, "Work Program", see Exhibit "C", The Work Program includes Tasks 1 - 5 under Scope of Services. THIRD PARTY ADMINISTRATOR AGREEMENT -2- 1 2 3 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 WHEREAS, this agreement shall cover monitoring the Project's mitigation measures and conditions of approval as provided in the Mitigation Monitoring and/or Reporting Plan and Condition Compliance Matrix; WHEREAS, the Consultant represents that it is qualified, able and willing to monitoring the Project's mitigation measures and conditions of approval, which representation the County specifically relies upon; and, NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the parties agree as follows: SECTION 1. OBLIGATIONS OF THE CONSULTANT. A. Services To Be Provided. Consultant will monitor Applicant's compliance with all project mitigation measures and requirements (described in Exhibit "B") according to the "Work Program" set forth in Exhibit "C", attached hereto and incorporated herein by reference. B. Reporting. Consultant will provide County a written report by email within 72 hours of each monitoring visit to document the site conditions. If issues are noted on site, the report shall indicate the issue, the person(s) contacted, and the corrective action(s) implemented. SECTION 2. OBLIGATIONS OF THE COUNTY. A. County shall make available to Consultant all documents, studies, and other information, not otherwise confidential or privileged, in its possession related to the project. B. County shall compensate Consultant as provided in Section 3 of this Agreement. SECTION 3. INVOICING AND COMPENSATION. A. Invoices. Consultant shall submit two copies of each invoice, which shall describe the tasks performed during the period covered by the invoice. The invoice shall specify: (1) hours worked multiplied times the billing rates authorized in Exhibit "B", Work Program, attached hereto and incorporated herein by reference, and (2) the total amount billed to-date for the project. B. Compensation of Consultant. In full compensation for services performed under this Agreement, County agrees to pay Consultant, and Consultant agrees to accept, compensation according to the hourly rates specified in Exhibit "B", Work Program. Within 45 days of receipt of a proper THIRD PARTY ADMINISTRATOR AGREEMENT -3- 1 2 3 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 invoice, County shall determine whether Consultant has adequately performed to the satisfaction of County the item(s) for which Consultant seeks payment, and shall remit payment thereof to Consultant. If County determines that Consultant has not adequately performed any such task or services, County shall inform Consultant of those acts in writing which are necessary for satisfactory completion of the item(s). Consultant shall undertake any and all work to satisfactorily complete the item(s) at no additional charge to County. Notwithstanding any other provision in this Agreement, compensation paid to Consultant shall not exceed $100,000 for the entire term of this Agreement unless mutually agreed to by the Developer and the Planning Director. C. Consultant to Bear Expenses. It is understood that the Consultant shall bear all expenses incidental to the performance of his obligations under this Agreement. SECTION 4. TERM. This Agreement shall become effective on April 26, 2017 and shall terminate on December 31, 2018. SECTION 5. TERMINATION. A. The County may immediately suspend or terminate this Agreement in whole or in part, where in the determination of the County there is: i. Developer discontinues operation of the Project. ii. Developer fails to timely remit reimbursement to County for an invoice submitted by Consultant to County. iii. An illegal or improper use of funds by Consultant; iv. A failure by Consultant to comply with any term of this Agreement; v. A substantially incorrect or incomplete report submitted to the County by Consultant; vi. Inadequately performed services by Consultant, as may be determined by Director. B. Consultant or County may terminate this Agreement upon 180 days prior written notice to the other party. If the Consultant terminates the Agreement, Consultant shall reimburse the County, up to a maximum of Twenty-Thousand Dollars ($ 20,000) for the actual expense of issuing a THIRD PARTY ADMINISTRATOR AGREEMENT -4- 1 2 3 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 Request For Proposal, engaging a new Consultant, and the new Consultant's cost in becoming familiar with the Project, its operations to date, and its compliance with the project mitigation measures described in Exhibit "A". C. If this Agreement is terminated as provided in this section, the Consultant shall be compensated for satisfactorily-performed services completed to the date of termination based upon the compensation rates set forth in Section 3 of this Agreement. SECTION 6. HOLD HARMLESS AND INSURANCE. A. The Consultant shall hold the County, its Boards, Commissions, officers, agents, and employees harmless and indemnify and, at County's request, defend the County, its Boards, Commissions, officers, agents and employees, against the payment of any and all costs and expenses (including reasonable attorney fees and court costs), claims, losses, damages, causes of action, lawsuits, and liability for bodily and personal injury to or death of any person and for injury or loss of any property resulting from or arising out of or in any way connected with any negligent or wrongful acts or omissions of the Consultant, its officers, agents, and employees, in performing or failing to perform any work services or functions provided for or referred to or in any way connected with any work, services or functions to be performed under this Agreement and against the payment of any and all costs and expenses (including reasonable attorney fees and court costs), claims, losses, damages, causes of action, lawsuits and liability for bodily and personal injury to or death of any person and for injury or loss of any property resulting from or arising out of or in any way occurring to any person, firm, or corporation who may be so injured by any negligent or wrongful act or omission of the Consultant, its officers, agents, and employees in performing or failing to perform any work service or functions provided for or referred to or in any way connected with any work, service or functions to be performed under this Agreement. B. Without limiting the County's right to obtain indemnification from the Consultant or any third parties, the Consultant, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement: (1) Commercial General Liability Insurance with limits of not less than One-Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. THIRD PARTY ADMINISTRATOR AGREEMENT -5- 1 2 3 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 County may require specific coverages including completed operations, products liability, contractual liability, Explosion-Collapse-Underground, fire legal liability or any other liability insurance deemed necessary because of the nature of this contract; (2) Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than Two-Hundred Fifty-Thousand Dollars ($250,000.00) per person, Five- Hundred-Thousand Dollars ($500,000.00) per accident and for property damages of not less than Fifty- Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five-Hundred-Thousand Dollars ($500,000.00). Coverage should include owned and non-owned vehicles used in connection with this Agreement; (3) Professional Liability Insurance, if Consultant employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in providing services, with limits of not less than One-Million Dollars ($1,000,000.00) per occurrence, Three-Million Dollars ($3,000,000.00) annual aggregate; and (4) A policy of Worker's Compensation insurance as may be required by the California Labor Code. The general liability and automobile liability insurance policies shall name the County, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this contract are concerned. Such coverage for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County, its officers, agents, and employees, shall be excess only and not contributing with insurance provided under the Consultant's policies herein. This insurance shall not be canceled or changed without a minimum of thirty (30) days advance, written notice given to County. Prior to the commencement of performing its obligations under this Agreement, the Consultant shall provide certificates of insurance on the foregoing policies, as required herein, to the County's Department of Public Works and Planning, stating that such insurance coverages have been obtained and are in full force; that the County, its officers, agents, and employees shall not be responsible for any premiums on the policies; that such insurance (general liability and automobile liability only) names the County, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this contract are concerned; that such coverages for additional insured shall apply as primary insurance and any other insurance, or self-insurance, maintained by the County, its officers, agents, and employees, shall be excess only and not contributing with insurance provided under the Consultant's policies herein; and that this insurance shall not be canceled or changed without a minimum thirty (30) days advance, written notice given to the County. THIRD PARTY ADMINISTRATOR AGREEMENT -6- 1 2 3 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 In the event the Consultant fails to keep in effect at all times insurance coverages as herein provided, the County may, in addition to other remedies it may have, suspend or terminate this Agreement upon the occurrence of such event. SECTION 7. WORK PRODUCT. A. Any and all reports, studies, data, or other information, prepared or assembled by the Consultant under this Agreement shall not be provided to any person, association, corporation, or other organization during the term of this Agreement without the prior written consent of the County. B. The County shall have the unlimited authority to forever publish, disclose, distribute and otherwise use throughout the world, in whole or in part, and allow others to do so, any and all reports, studies, data, or other information prepared by the Consultant pursuant to this Agreement. C. All documents prepared or obtained by the Consultant shall become the exclusive property of the County. Upon termination of this Agreement and prior to any compensation received from the County for unpaid services, the Consultant shall surrender to the County all work products created pursuant to this Agreement without any reservation of rights therein. Consultant may retain such documents only for so long as the County authorizes such work product to be retained to allow the completion of work as provided in Subsection 5.B of this Agreement. Consultant may retain copies of any documents prepared or obtained by the Consultant and designated as public records under the Public Records Act, and such documents may be used by the Consultant in any manner after this Agreement has been terminated. D. The Consultant shall provide (submit, reproduce and distribute) all materials related to Task 1 - 7 of the Scope of Services as specified in Exhibit "C" Work Program of this agreement. The County will require that the Consultant provide documents in both Microsoft Word Office 2000 (or newer) and .pdf file formats. SECTION 8. INDEPENDENT CONTRACTOR. In performance of the work, duties, and obligations assumed by the Consultant under this Agreement, it is mutually understood and agreed that the Consultant, including any and all of the Consultant's officers, agents and employees, will at all times be acting and performing as an independent THIRD PARTY ADMINISTRATOR AGREEMENT -7- 1 2 3 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 contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venture, partner or associate of the County. Furthermore, the County shall have no right to control or supervise or direct the manner or method by which the Consultant shall perform its works and function. However, the County shall retain the right to administer this Agreement so as to verify that the Consultant is performing its obligations in accordance with the terms and conditions thereof. The Consultant and the County shall comply with all applicable provisions of law and the rules and regulations, if any, of Governmental authorities having jurisdiction over matters the subject thereof. Because of its status as an independent contractor, the Consultant shall have absolutely no right to any and all employment rights and benefits available to County employees. The Consultant shall be solely liable and responsible for providing to, or on behalf of its employees, all legally-required employees benefits. In addition, the Consultant shall be solely responsible and save the County harmless from all matters relating to payment of the Consultant's employees, including compliance with Social Security withholding, and all other regulations governing such matters. It is acknowledged that during the term of this Agreement, Consultant may be providing services to others unrelated to the County or to this Agreement. SECTION 9. CONFLICT OF INTEREST. The Consultant, Sub-consultants and Consultant's employees shall adhere to the Conflict of Interest Code of the Department of Public Works and Planning, attached hereto as Exhibit “E” and incorporated herein by reference. SECTION 10. GOVERNING LAW. Venue for any action arising out of or related to this Agreement shall only be in Fresno County, California. The rights and obligations of the parties and all interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of California. SECTION 11. AMENDMENTS. Any changes to this Agreement requested either by the County or the Consultant may only be affected if mutually agreed upon in writing by duly authorized representatives of the parties hereto. This Agreement shall not be modified or amended or any rights of a party to it waived except by such writing. SECTION 12. SEVERABILITY. If a court of competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable, such determination shall not affect the validity THIRD PARTY ADMINISTRATOR AGREEMENT -8- 1 2 3 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 and enforceability of any other provision of this Agreement. SECTION 13. WAIVERS. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. SECTION 14. COMPLIANCE WITH LAWS. The Consultant shall comply with all Federal, State, and local laws, ordinances, regulations, and Fresno County Charter Provisions applicable in the performance of its services. SECTION 15. AUDITS AND INSPECTIONS. The Consultant shall at any time during business hours, and as often as the County may deem necessary, make available to the County for examination all of its records and data with respect to the matters covered by this Agreement. The Consultant shall, upon request by the County, permit the County to audit and inspect all of such records and data necessary to ensure the Consultant's compliance with the terms of this Agreement. If this Agreement exceeds Ten-Thousand Dollars ($10,000.00), the Consultant shall be subject to the examination and audit of the Auditor General for a period of three (3) years after Final payment under contract (Government Code Section 8546.7). SECTION 16. CONTRACT ADMINISTRATION. The Consultant shall notify its appropriate employees of the individual whom the County designates as the County Contract Administrator for this Agreement. All routine correspondence and telecommunications related to Contract performance and related issues should be addressed as follows: Christina Monfette, Planner Department of Public Works and Planning Development Services Division 2220 Tulare Street, 6th floor Fresno, CA 93721 Phone: (559) 600-4245 e-mail: cmonfette@co.fresno.ca.us /// /// /// THIRD PARTY ADMINISTRATOR AGREEMENT -9- 1 2 3 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 SECTION 17. NOTICES. The persons and their addresses having authority to give and receive notices under this Agreement include the following: County: County of Fresno c/o Steven E. White, Director Director of Public Works and Planning 2220 Tulare Street, Sixth Floor Fresno, California 93721 Consultant: Shelby Howard Helix Environmental Planning Inc. 7578 El Cajon Boulevard La Mesa, CA 91942 Any and all notices between County and Consultant provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States Mail, postage prepaid, addressed to such party. SECTION 18. NON-ASSIGNMENT. Neither party shall assign, transfer or sub-contract this Agreement nor their rights or duties under this Agreement without the written consent of the other party. SECTION 19. CONSULTANT'S LEGAL AUTHORITY. Each individual executing or attesting this Agreement on behalf of the Consultant hereby covenants, warrants, and represents: (i) that he or she is duly authorized to execute or attest and deliver this Agreement on behalf of the Consultant's Corporation; and (ii) that this Agreement is binding upon such Corporation. SECTION 20. BINDING UPON SUCCESSORS. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors in interest, assigns, legal representatives, and heirs. SECTION 21. COUNTERPARTS. This Agreement may be signed in counterparts, and shall be deemed effective when all Parties have signed the Agreement, or any counterpart thereof. /// THIRD PARTY ADMINISTRATOR AGREEMENT -10- 1 2 3 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 SECTION 22. HEADINGS; CONSTRUCTION; STATUTORY REFERENCES. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. This Agreement is the product of negotiation between the Parties. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the County of Fresno shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject. SECTION 23. DISCLOSURE OF SELF-DEALING TRANSACTIONS. This provision is only applicable if the Consultant is operating as a corporation (a for-profit or non-profit corporation) or if during the term of this agreement, the Consultant changes its status to operate as a corporation. Members of the Consultant’s Board of Directors shall disclose any self-dealing transactions that they are a party to while Consultant is providing goods or performing services under this agreement. A self-dealing transaction shall mean a transaction to which the Consultant is a party and in which one or more of its directors has a material financial interest. Members of the Board of Directors shall disclose any self-dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form, attached hereto as Exhibit “D” and incorporated herein by reference, and submitting it to the County prior to commencing with the self-dealing transaction or immediately thereafter. SECTION 24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Consultant and County with respect to the subject matter hereof and supersedes all previous negotiations, proposals, commitments, writing, advertisements, publications, and understandings of any nature whatsoever unless expressly included in this Agreement. In the event of any inconsistency in interpreting the documents which constitute this Agreement, the inconsistency shall be resolved by giving precedence in the following order of priority: (1) the text of this Agreement (excluding Exhibits "A", "B", "C", "D", and “E"(2) Exhibit "A", (3) Exhibit "B", (4) Exhibit "C", (5) Exhibit “D”, and (6) Exhibit “E". TRANQUILLITY 8 FULL LAND DESCRIPTION Real property in the unincorporated area of the County of Fresno, State of California, described as follows: OWNER: RE TRANQUILLITY 8 AMARILLO LANDCO LLC PARCEL 1: LOTS 1, 2, 3, 14, 15, 16, 17, 18, 31 AND 32 1N SECTION 2, TOWNSHIP 16 SOUTH, RANGE 14 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE MAP OF A PART OF CALIFORNIA LAND INVESTMENT COMPANY'S TRACT NO. 1, RECORDED MAY 8, 1912 IN BOOK 7, PAGE 49 OF RECORD OF SURVEYS, FRESNO COUNTY RECORDS; TOGETHER WITH THAT PORTION OF LOS ANGELES AVENUE, VACATED PER RESOLUTION NO. 16-289, RECORDED JULY 12, 2016 AS DOCUMENT NO. 20160089497, ADJACENT TO SAID LOTS 14, 15, 16, 17 AND 18, WHICH WOULD PASS BY OPERATION OF LAW, AS DESCRIBED IN NOTICE OF MERGER VM 2050 RECORDED BY THE COUNTY OF FRESNO DEPARTMENT OF PUBLIC WORKS AND PLANNING RECORDED ON JULY 7, 2016 AS INSTRUMENT NO. 20160087449, AS AMENDED BY NOTICE OF MERGER VM 2050 RECORDED ON JULY 19, 2016 AS INSTRUMENT NO. 20160092839, AS AMENDED BY NOTICE OF MERGER VM 2050 RECORDED ON AUGUST 25, 2016 AS INSTRUMENT NO. 20160113308 OF OFFICIAL RECORDS. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500’ FROM THE SURFACE; PROVIDED HOWEVER, SUCH RESERVATION SHALL NOT INCLUDE ANY RIGHT OF SURFACE ENTRY TO THE PROPERTY OR THE UPPER 500’ FROM THE SURFACE OF THE PROPERTY OR ANY RIGHT TO OTHERWISE INTERFERE WITH THE USE OF THE SURFACE OF THE PROPERTY, AS RESERVED IN THAT CERTAIN GRANT DEED DATED SEPTEMBER 2, 2016, RECORDED SEPTEMBER 2, 2016 AS INTRUMENT NO. 2016-0118309-00 OF OFFICIAL RECORDS. EXCEPTING FROM LOTS 2, 3 AND 14 ALL OIL, GAS, PETROLEUM AND OTHER HYDROCARBON SUBSTANCES AND MINERALS WITHIN OR UNDERLYING SAID PROPERTY, AS RESERVED BY HARRY KIRKPATRICK THE DULY APPOINTED, QUALIFIED AND ACTING ADMINISTRATOR OF THE ESTATE OF ALEXANDER KIRKPATRICK, ALSO KNOWN AS ALEX KIRKPATRICK, DECEASED, RECORDED MAY 06, 1948 AS INSTRUMENT NO. 22420 IN BOOK 2595, PAGE 450 OF OFFICIAL RECORDS. EXCEPTING FROM LOT 15 ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AND MINERAL RIGHTS OF WHATSOEVER NATURE AND DESCRIPTION IN AND UNDER SAID PROPERTY, WITH THE RIGHT TO PROSPECT FOR AND EXPLOIT THE SAME, AND TO MAKE SUFFICIENT USE OF THE SURFACE OF THE REAL PROPERTY AND ALL EASEMENTS AND RIGHTS OF WAY APPURTENANT THERETO, FOR SAID PURPOSES, AND FOR INGRESS AND EGRESS THERETO AND THEREFROM, AND THE RIGHT TO LAY, MAINTAIN, AND OPERATE PIPELINES OVER AND ACROSS THE REAL PROPERTY FOR THE TRANSPORTATION OF OIL AND GAS, PROVIDED THAT SHOULD GRANTOR, ITS SUCCESSORS, ASSIGNS OR LESSEES IN ANY WAY DAMAGE ANY GROWING CROPS OR OTHER IMPROVEMENTS ON THE REAL PROPERTY IN EXPLOITING OR DEVELOPING THE REAL PROPERTY OR ANY PART THEREOF FOR OIL, GAS OR OTHER MINERALS, THEN THE GRANTOR SHALL PAY SUCH DAMAGES TO THE GRANTEE OR ITS SUCCESSORS AT THE TIME SUCH DAMAGE IS COMMITTED, EXCEPT INSOFAR AS SUCH DAMAGES ARE UNDERTAKEN AND AGREED TO BE PAID BY ANY LESSEE OF THE GRANTOR OF ITS SUCCESSORS OR ASSIGNS, AS RESERVED BY KRIESANT OPERATING COMPANY, INC., IN DEED RECORDED APRIL 05, 1988 AS INSTRUMENT NO. 88035705, OFFICIAL RECORDS. EXCEPTING FROM LOT 16 AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AND MINERAL RIGHTS OF WHATSOEVER NATURE AND DESCRIPTION IN AND UNDER SAID PROPERTY, WITH THE RIGHT TO PROSPECT FOR AND EXPLOIT THE SAME, AND TO MAKE SUFFICIENT USE OF THE SURFACE OF THE REAL PROPERTY AND ALL EXHIBIT A EASEMENTS AND RIGHTS OF WAY APPURTENANT THERETO, FOR SAID PURPOSES, AND FOR INGRESS AND EGRESS THERETO AND THEREFROM, AND THE RIGHT TO LAY, MAINTAIN, AND OPERATE PIPELINES OVER AND ACROSS THE REAL PROPERTY FOR THE TRANSPORTATION OF OIL AND GAS, PROVIDED THAT SHOULD GRANTOR, ITS SUCCESSORS, ASSIGNS OR LESSEES IN ANY WAY DAMAGE ANY GROWING CROPS OR OTHER IMPROVEMENTS ON THE REAL PROPERTY IN EXPLOITING OR DEVELOPING THE REAL PROPERTY OR ANY PART THEREOF FOR OIL, GAS OR OTHER MINERALS, THEN THE GRANTOR SHALL PAY SUCH DAMAGES TO THE GRANTEE OR ITS SUCCESSORS AT THE TIME SUCH DAMAGE IS COMMITTED, EXCEPT INSOFAR AS SUCH DAMAGES ARE UNDERTAKEN AND AGREED TO BE PAID BY ANY LESSEE OF THE GRANTOR OF ITS SUCCESSORS OR ASSIGNS, AS RESERVED BY KRIESANT OPERATING COMPANY, INC., IN DEEDS RECORDED APRIL 05, 1988 AS INSTRUMENT NOS. 88035703 AND 88035704, BOTH OF OFFICIAL RECORDS. EXCEPTING FROM LOTS 17 AND 18 AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND HYDROCARBONS AND MINERALS NOW OR AT ANY TIME HEREAFTER SITUATE THEREIN AND THEREUNDER, AS RESERVED IN THE DEED BY EDWARD T. LAUGHLIN AND JEANNE B. LAUGHLIN, RECORDED AUGUST 12, 1969 AS INSTRUMENT NO. 55354 IN BOOK 5711, PAGE 642 OF OFFICIAL RECORDS. ALSO EXCEPTING FROM LOTS 17 AND 18 AN UNDIVIDED ONE-HALF INTEREST IN ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES AND MINERALS AND MINERAL RIGHTS OF WHATSOEVER NATURE AND DESCRIPTION IN AND UNDER SAID PROPERTY, WITH THE RIGHT TO PROSPECT FOR AND EXPLOIT THE SAME, AND TO MAKE SUFFICIENT USE OF THE SURFACE OF THE REAL PROPERTY AND ALL EASEMENTS AND RIGHTS OF WAY APPURTENANT THERETO, FOR SAID PURPOSES, AND FOR INGRESS AND EGRESS THERETO AND THEREFROM, AND THE RIGHT TO LAY, MAINTAIN, AND OPERATE PIPELINES OVER AND ACROSS THE REAL PROPERTY FOR THE TRANSPORTATION OF OIL AND GAS, PROVIDED THAT SHOULD GRANTOR, ITS SUCCESSORS, ASSIGNS OR LESSEES IN ANY WAY DAMAGE ANY GROWING CROPS OR OTHER IMPROVEMENTS ON THE REAL PROPERTY IN EXPLOITING OR DEVELOPING THE REAL PROPERTY OR ANY PART THEREOF FOR OIL, GAS OR OTHER MINERALS, THEN THE GRANTOR SHALL PAY SUCH DAMAGES TO THE GRANTEE OR ITS SUCCESSORS AT THE TIME SUCH DAMAGE IS COMMITTED, EXCEPT INSOFAR AS SUCH DAMAGES ARE UNDERTAKEN AND AGREED TO BE PAID BY ANY LESSEE OF THE GRANTOR OF ITS SUCCESSORS OR ASSIGNS, AS RESERVED BY KRIESANT OPERATING COMPANY, INC., IN DEED RECORDED APRIL 05, 1988 AS INSTRUMENT NO. 88035706, OFFICIAL RECORDS. EXCEPTING FROM LOTS 31 AND 32 ALL OIL, GAS, MINERALS AND OTHER HYDROCARBONS SITUATED THEREIN AND THEREUNDER SAID PROPERTY AS RESERVED BY RICHARD F. STEWART IN DEED RECORDED JUNE 20, 1989 AS INSTRUMENT NO. 89064809 OF OFFICIAL RECORDS. APNS: 038-320-16T (LOT 1), 038-320-30ST (LOT 2), 038-320-27ST (LOT 3), 038-320-28ST (LOT 14), 038-320-25ST (LOT 15), 038-320-24ST (LOT 16), 038-320-06ST (LOTS 17 AND 18), 038-320-01ST (LOTS 31 AND 32) OWNER: RE TRANQUILLITY 8 AZUL LANDCO LLC PARCEL 1: THE SOUTH 208.71 FEET OF THE WEST 208.71 FEET OF NORTHWEST QUARTER OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPTING THEREFROM ALL THAT PORTION THEREOF DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: EXHIBIT A BEGINNING AT THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION, SAID SOUTHWEST CORNER BEING AT COORDINATES Y=457 347.300 FEET AND X=1 592 517.377 FEET; THENCE (1) ALONG THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION, SOUTH 88° 36' 17" EAST, 141.64 FEET; THENCE (2) NORTH 58° 41' 15" WEST 82.72 FEET TO THE EAST LINE OF THE WEST 70 FEET OF THE NORTHWEST QUARTER OF SAID SECTION; THENCE (3) ALONG SAID EAST LINE, NORTH 01° 18' 45" EAST, 167.45 FEET TO THE NORTH LINE OF THE SOUTH 208.71 FEET OF THE NORTHWEST QUARTER OF SAID SECTION; THENCE (4) ALONG SAID NORTH LINE, NORTH 88° 36' 17" WEST, 70.00 FEET TO THE WEST LINE OF SAID SECTION; THENCE (5) ALONG SAID WEST LINE, SOUTH 01° 18' 45" WEST, 208.71 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL THAT PORTION THEREOF DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION, SAID POINT BEARS SOUTH 88° 36' 17" EAST, 141.64 FEET FROM THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION, SAID SOUTHWEST CORNER BEING AT COORDINATES Y=457347.300 FEET AND X=1592 527.377 FEET; THENCE (1) NORTH 58° 41' 15" WEST 82.72 FEET TO THE EAST LINE OF THE WEST 70 FEET OF SAID SECTION; THENCE (2) ALONG SAID EAST LINE, NORTH 01° 16' 45" EAST, 167.45 FEET TO THE NORTH LINE OF THE SOUTH 208.71 FEET OF THE NORTHWEST QUARTER OF SAID SECTION; THENCE (3) ALONG SAID NORTH LINE, SOUTH 88° 36' 17" EAST, 20.00 FEET; THENCE (4) ALONG A LINE PARALLEL WITH COURSE (2) HEREINABOVE DESCRIBED, SOUTH 01° 18' 45" WEST, 75.00 FEET, THENCE (5) SOUTH 37° 40' 53" EAST, 82.07 FEET; THENCE (6) ALONG A LINE PARALLEL WITH COURSE (2) HEREINABOVE DESCRIBED, SOUTH 01° 18' 45" WEST, 70.00 FEET TO THE POINT OF BEGINNING. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS LYING THEREIN AND THEREUNDER, TOGETHER WITH ALL EASEMENTS AND RIGHTS NECESSARY OR CONVENIENT FOR THE PRODUCTION, STORAGE AND TRANSPORTATION THEREOF AND THE EXPLORATION AND TESTING OF SAID PROPERTY AND ALSO THE RIGHT TO DRILL FOR, PRODUCE AND USE WATER FROM SAID PROPERTY IN CONNECTION WITH ITS DRILLING OR MINING OPERATIONS THEREON, AS RESERVED BY MURIEL SIGRID KOHLER, A MARRIED WOMAN AS HER SOLE AND SEPARATE PROPERTY IN THAT CERTAIN DEED DATED NOVEMBER 18, 1952, RECORDED JANUARY 14, 1953 IN BOOK 3251, PAGE 252 OF OFFICIAL RECORDS, DOCUMENT NO. 2378. ALSO EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500’ FROM THE SURFACE; PROVIDED HOWEVER, SUCH RESERVATION SHALL NOT INCLUDE ANY RIGHT OF SURFACE ENTRY TO THE PROPERTY OR THE UPPER 500’ FROM THE SURFACE OF THE PROPERTY OR ANY RIGHT TO OTHERWISE INTERFERE WITH THE USE OF THE SURFACE OF THE PROPERTY, AS RESERVED IN THAT CERTAIN GRANT DEED DATED SEPTEMBER 2, 2016, RECORDED SEPTEMBER 2, 2016 AS INTRUMENT NO. 2016-0118433-00, OF OFFICIAL RECORDS. APN: 028-111-50 (PORTION) PARCEL 2: ALL THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, DESCRIBED AS FOLLOWS: EXHIBIT A BEGINNING AT A POINT IN THE SOUTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION, SAID POINT BEARS SOUTH 88° 36' 17" EAST, 208.71 FEET FROM THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF SAID SECTION, SAID SOUTHWEST CORNER BEING AT COORDINATES Y=457 347.33 AND X=1 592 517.377 FEET; THENCE (.1) NORTH 01° 18' 45" EAST, 208.71 FEET TO THE NORTH LINE OF THE SOUTH 208.71 FEET OF THE NORTHWEST QUARTER OF SAID SECTION; THENCE (2) ALONG SAID NORTH LINE, SOUTH 88° 36' 17" EAST, 38.19 FEET; THENCE (3) ALONG A LINE PARALLEL WITH COURSE (1) HEREINABOVE DESCRIBED, SOUTH 01° 18' 45" WEST, 208.71 FEET TO SAID SOUTH LINE; THENCE (4) ALONG SAID SOUTH LINE, NORTH 88° 36' 17" WEST, 38.19 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS THEREIN AND THEREUNDER AS GRANTED TO MURIEL SIGRID KOHLER BY DECREE OF DISTRIBUTION RECORDED APRIL 12, 1944 IN BOOK 2165, PAGE 162, FRESNO COUNTY RECORDS. ALSO EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500’ FROM THE SURFACE; PROVIDED HOWEVER, SUCH RESERVATION SHALL NOT INCLUDE ANY RIGHT OF SURFACE ENTRY TO THE PROPERTY OR THE UPPER 500’ FROM THE SURFACE OF THE PROPERTY OR ANY RIGHT TO OTHERWISE INTERFERE WITH THE USE OF THE SURFACE OF THE PROPERTY, AS RESERVED IN THAT CERTAIN GRANT DEED DATED SEPTEMBER 2, 2016, RECORDED SEPTEMBER 2, 2016 AS INTRUMENT NO. 2016-0118433-00, OF OFFICIAL RECORDS. APN: 028-111-50 (PORTION) PARCEL 3: A PORTION OF THE NORTH HALF OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MDBM, COUNTY OF FRESNO, STATE OF CALIFORNIA, DESIGNATED AS “RESULTANT PARCEL A” ON CERTIFICATE OF COMPLIANCE PLA 16-05(a) RECORDED NOVEMBER 8, 2016, AS INSTRUMENT NO. 2016-0155228 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: ALL THAT PORTION OF PARCEL 3 AS DESCRIBED IN THE GRANT DEED TO RE TRANQUILLITY 8 AZUL LAND CO LLC, RECORDED IN DOCUMENT NO. 2016-0118433, OFFICIAL RECORDS OF FRESNO COUNTY, LOCATED WITHIN A PORTION OF THE NORTH HALF OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MDBM, COUNTY OF FRESNO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 31, FROM WHICH THE NORTHEAST CORNER OF SAID SECTION 31 BEARS SOUTH 88°40'45" EAST FOR A DISTANCE OF 2076.09 FEET; THENCE FROM SAID POINT OF BEGINNING SOUTH FOR A DISTANCE OF 2653.09 FEET TO THE EAST- WEST CENTERLINE OF SAID SECTION 31; THENCE NORTH 88°42'33" WEST, ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 31, FOR A DISTANCE OF 3155.74 FEET; THENCE LEAVING SAID EAST- WEST CENTERLINE OF SAID SECTION 31, NORTH 01°19'05" EAST, ALONG A LINE PARALLEL WITH AND 246.90 FEET EASTERLY OF THE WESTERLY LINE OF SAID SECTION 31, A DISTANCE OF 208.71 FEET; THENCE NORTH 88°42'33" WEST, ALONG A LINE PARALLEL WITH AND 208.71 FEET NORTHERLY OF THE EAST-WEST CENTERLINE OF SAID SECTION 31, A DISTANCE OF 176.90 FEET TO A POINT ON THE EAST LINE OF HIGHWAY 33 AS. DEDICATED TO THE STATE OF CALIFORNIA IN THE GRANT DEED RECORDED IN BOOK 4341, PAGE 417, OFFICIAL RECORDS OF FRESNO COUNTY; THENCE NORTH 01°19'05" EAST ALONG SAID EAST LINE OF HIGHWAY 33, FOR A DISTANCE OF 1845.41 FEET; THENCE LEAVING SAID EAST LINE OF HIGHWAY 33, SOUTH 88°40'45" EAST, ALONG A LINE PARALLEL WITH AND 600.00 FEET SOUTHERLY OF THE NORTHERLY LINE OF SAID SECTION 31, A DISTANCE OF 450.00 FEET; THENCE NORTH 01°19'05" EAST, ALONG A LINE PARALLEL WITH AND 520.00 FEET EASTERLY OF THE WESTERLY LINE OF SAID SECTION 31, A DISTANCE OF 600.00 FEET TO A POINT ON THE NORTH LINE OF SAID SECTION 31; THENCE FROM SAID POINT SOUTH 88°40'45" EAST ALONG THE NORTH EXHIBIT A LINE OF SAID SECTION 31 FOR A DISTANCE OF 2821.62 FEET THE POINT OF BEGINNING. EXCEPT ALL OF THE OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW OR AT ANY TIME HEREAFTER SITUATE THEREIN AND THEREUNDER, AS RESERVED IN THE DEED DATED APRIL 29, 1959 FROM J.J. IMPERATRICE, ALSO KNOWN AS JAMES J. IMPERATRICE AND EVELYN IMPERATRICE, HUSBAND AND WIFE, AS JOINT TENANTS, RECORDED JULY 21, 1959 IN BOOK 4250, PAGE 484 OF OFFICIAL RECORDS, DOCUMENT NO. 50988. ALSO EXCEPTING THEREFROM ALL MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES BELOW A DEPTH OF 500’ FROM THE SURFACE; PROVIDED HOWEVER, SUCH RESERVATION SHALL NOT INCLUDE ANY RIGHT OF SURFACE ENTRY TO THE PROPERTY OR THE UPPER 500’ FROM THE SURFACE OF THE PROPERTY OR ANY RIGHT TO OTHERWISE INTERFERE WITH THE USE OF THE SURFACE OF THE PROPERTY, AS RESERVED IN THAT CERTAIN GRANT DEED DATED SEPTEMBER 2, 2016, RECORDED SEPTEMBER 2, 2016 AS INTRUMENT NO. 2016-0118433-00, OF OFFICIAL RECORDS. EXCEPTING THEREFROM ALL LAND DESCRIBED IN THAT CERTAIN IRREVOCABLE OFFER OF DEDICATION RECORDED IN THE OFFICIAL RECORDS OF FRESNO COUNTY ON MARCH 2, 2017 AS INSTRUMENT NO. 2017-0027978. APN: 028-111-60ST (PORTION) OWNER: RE TRANQUILLITY 8 LANDCO LLC PARCEL 1: THE SOUTHWEST QUARTER OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, AS CREATED BY NOTICE OF MERGER VM 2056, RECORDED ON DECEMBER 22, 2016 AS INSTRUMENT NO. 20160176100 OF OFFICIAL RECORDS. EXCEPTING THEREFROM ANY PORTION THEREOF WHICH LIES WITHIN THE FOLLOWING DESCRIBED PROPERTY: BEGINNING AT THE SOUTHWEST CORNER OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, THENCE (1) ALONG THE SOUTH LINE OF SAID SECTION 31, SOUTH 88° 30' 55" EAST 141.64 FEET; THENCE (2) NORTH 58° 41' 15" WEST 82.72 FEET TO THE EAST LINE OF THE WEST 70 FEET OF THE SOUTHWEST QUARTER OF SAID SECTION 31; THENCE (3) ALONG SAID EAST LINE NORTH 01° 18' 45" EAST 2571.30 FEET; THENCE (4) NORTH 61° 18' 45" EAST 82.72 FEET TO THE NORTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 31; THENCE (5) ALONG SAID NORTH LINE NORTH 88° 36' 17" WEST 141.64 FEET TO THE WEST LINE OF SAID SECTION 31; THENCE (6) ALONG SAID WEST LINE NORTH 01° 18' 45" EAST 2654.80 FEET TO THE NORTHWEST CORNER OF SAID SECTION 31; THENCE (7) ALONG THE NORTH LINE OF SECTION 36 NORTH 88° 53' 39" WEST 101.64 FEET; THENCE (8) SOUTH 58° 41' 15" EAST 82.72 FEET TO THE WEST LINE OF THE EAST 30 FEET OF SAID SECTION 36; THENCE (9) ALONG SAID WEST LINE SOUTH 01° 18' 45" WEST 5224.75 FEET; THENCE (10) SOUTH 61° 18' 45" WEST 82.72 FEET TO THE SOUTH LINE OF SAID SECTION 36; THENCE (11) ALONG LAST SAID SOUTH LINE SOUTH 88° 49' 20" EAST 101.64 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THEREFROM ONE-HALF OF ALL THE OIL, GAS AND MINERALS WITHIN SAID LAND AND ONE-HALF OF ALL OIL, GAS AND MINERAL RIGHTS IN AND TO ANY OF SUCH PRODUCTS EXTRACTED FROM SAID LAND, AS RESERVED IN THE DEED FROM I. TEILMAN AND ANNIE K. TEILMAN, HIS WIFE, TO F.A. YEAROUT, DATED MAY 2, 1941 AND RECORDED MAY 15, 1941 IN BOOK 1946 PAGE 309 OF OFFICIAL RECORDS, DOCUMENT NO. 17541. EXHIBIT A ALSO EXCEPTING AND RESERVING UNTO FLOYD A. YEAROUT, AN UNDIVIDED 3/16THS INTEREST (18 3/4% OUT OF 100%) AND UNTO RAYMOND L. YEAROUT, AN UNDIVIDED 1/16THS INTEREST (6 1/4% OUT OF 100%) IN AND TO ALL OIL, GAS, PETROLEUM, HYDROCARBON SUBSTANCES AND OTHER MINERALS LOCATED IN, ON OR UNDER THE REAL PROPERTY ABOVE DESCRIBED, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO SAID PROPERTY FOR THE PURPOSE OF EXTRACTING OIL, GAS, PETROLEUM, HYDROCARBON SUBSTANCES AND OTHER MINERALS FROM SAID PROPERTY AND TOGETHER WITH ALL OTHER RIGHTS NECESSARY FOR SAID PURPOSES, AS RESERVED IN THE DEED FROM FLOYD A. YEAROUT, ALSO KNOWN AS F. A. YEAROUT AND ANNA V. YEAROUT, HIS WIFE, RAYMOND L. YEAROUT AND WILDA YEAROUT, HIS WIFE, TO SUMNER PECK RANCH, INC., A CORPORATION, DATED FEBRUARY 10, 1952, RECORDED FEBRUARY 18, 1952 IN BOOK 3124 PAGE 527 OF OFFICIAL RECORDS, DOCUMENT NO. 8803. EXCEPTING THEREFROM ALL LAND DESCRIBED IN THAT CERTAIN IRREVOCABLE OFFER OF DEDICATION RECORDED IN THE OFFICIAL RECORDS OF FRESNO COUNTY ON MARCH 2, 2017 AS INSTRUMENT NO. 2017-0027977. APN: 028-111-52ST, 028-111-53ST PARCEL 2: THE SOUTHEAST QUARTER OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, AS CREATED BY NOTICE OF MERGER VM 2057, RECORDED ON DECEMBER 22, 2016 AS INSTRUMENT NO. 20160176101 OF OFFICIAL RECORDS. EXCEPTING THEREFROM AN UNDIVIDED 25% INTEREST IN AN TO ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES, MINERALS AND NATURALLY CREATED HOT WATER AND STEAM IN AND WATER UNDER SAID REAL PROPERTY AS RESERVED BY ANNETTE MARIE TYLER IN DEED FROM RAPHAEL G. TYLER AND ELIZABETH G. TYLER, HUSBAND AND WIFE; ANNETTE M. TYLER AND MADELINE F. TYLER, BOTH SINGLE WOMEN TO VESTEES HEREIN RECORDED FEBRUARY 22, 1978, AS DOCUMENT NO. 19074. ALSO EXCEPTING THEREFROM AN UNDIVIDED 25% INTEREST IN AN TO ALL OIL, GAS, OTHER HYDROCARBON SUBSTANCES, MINERALS AND NATURALLY CREATED HOT WATER AND STEAM IN AND UNDER SAID REAL PROPERTY AS RESERVED BY MADELINE FRANCES TYLER IN DEED BY AND BETWEEN RAPHAEL G. TYLER AND ELIZABETH G. TYLER, HUSBAND AND WIFE; ANNETTE M. TYLER AND MADELINE F. TYLER, BOTH SINGLE WOMEN TO VESTEES HEREIN, RECORDED FEBRUARY 22, 1978, AS DOCUMENT NO. 19074. APN: 028-111-44ST, 028-111-45T, 028-111-46T AND 028-111-47ST PARCEL 3: THE SOUTHWEST QUARTER OF SECTION 32, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE COUNTY OF FRESNO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPTING THEREFROM AN UNDIVIDED 50% INTEREST IN AND TO ALL OIL, GAS AND OTHER HYDROCARBONS AND MINERALS NOW OR AT ANY TIME HEREAFTER SITUATED THEREIN AND THEREUNDER, TOGETHER WITH ALL EASEMENTS AND RIGHTS NECESSARY OR CONVENIENT FOR THE PRODUCTION, STORAGE AND TRANSPORTATION THEREOF AND THE EXPLORATION AND TESTING OF THE SAID REAL PROPERTY, AND ALSO THE RIGHT TO DRILL FOR, PRODUCE AND USE WATER FROM EXHIBIT A THE SAID REAL PROPERTY IN CONNECTION WITH DRILLING OR MINING OPERATIONS THEREON, AS RESERVED BY HELEN C. WOOD AND AURELIA REID CUNNING IN A DEED RECORDED NOVEMBER 9, 1967 AS INSTRUMENT NO. 77806 IN BOOK 5499, PAGE 441 OF OFFICIAL RECORDS. APN: 028-111-43ST PARCEL 4: THE FRACTIONAL NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 16 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPTING THEREFROM THAT PORTION OF THE NORTHWEST QUARTER OF SAID SECTION 6, AS DEEDED TO THE STATE OF CALIFORNIA IN DEEDS RECORDED OCTOBER 16, 1972 IN BOOK 6080 PAGE 842 AND IN BOOK 6080 PAGE 848 AND RE-RECORDED IN BOOK 6124 PAGE 511, FRESNO COUNTY RECORDS. ALSO EXCEPTING THEREFROM 50% OF ALL MINERALS, OIL AND GAS PRODUCED, FOUND, SAVED OR RECOVERED FROM OR ON SAID REAL PROPERTY HEREINABOVE DESCRIBED, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO AND FROM SAID REAL PROPERTY FOR THE PURPOSE OF EXPLORING FOR, PRODUCING, OR EXPLOITING SAID MINERALS, OIL AND GAS, AND UPON THE SUCCESSFUL EXPLORATION THEREOF, THE RIGHT TO DRILL, CONSTRUCT AND ERECT DERRICKS, WELLS, MACHINERY, MINES, SHAFTS, PIPELINES, ROADS, TANKS, RESERVOIRS AND OTHER WORKS, FOR THE EXPLORATION, PRODUCTION, RECOVERY AND REMOVAL OF SAID MINERALS, OIL AND GAS, PROVIDED, HOWEVER, ALL OF SAID RIGHTS SHALL BE EXERCISED SO AS TO DO AS LITTLE DAMAGE AS POSSIBLE TO THE SURFACE AND THE GROWING CROPS AND THE IMPROVEMENTS THEREON, AND GRANTORS, THEIR HEIRS, EXECUTORS, ADMINISTRATORS AND ASSIGNS SHALL BE LIABLE FOR ANY DAMAGE TO OR INJURY OR LOSS OF SUCH GROWING CROPS OR IMPROVEMENTS RESULTING FROM THE EXERCISE OF ANY OF THE RIGHTS HEREINABOVE CONTAINED, AS RESERVED IN THE DEED FROM KEITH D. SUTHERLAND AND ELEANOR W. SUTHERLAND, HUSBAND AND WIFE, DATED NOVEMBER 30, 1960 TO SUMNER PECK RANCH, INC., A CALIFORNIA CORPORATION, RECORDED JANUARY 16, 1961 AS DOCUMENT NO. 3729 IN BOOK 4493, PAGE 523 OF OFFICIAL RECORDS. EXCEPTING THEREFROM ALL LAND DESCRIBED IN THAT CERTAIN IRREVOCABLE OFFER OF DEDICATION RECORDED IN THE OFFICIAL RECORDS OF FRESNO COUNTY ON MARCH 2, 2017 AS INSTRUMENT NO. 2017-0027976. APN: 038-080-35ST PARCEL 5: THE EAST HALF OF SECTION 6, TOWNSHIP 16 SOUTH, RANGE 15 EAST, MOUNT DIABLO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF, AS CREATED BY NOTICE OF MERGER VM 2055, RECORDED ON DECEMBER 22, 2016 AS INSTRUMENT NO. 20160176099 OF OFFICIAL RECORDS. EXCEPTING THEREFROM ONE-HALF OF ALL THE OIL, GAS AND MINERALS WITHIN SAID LAND, AND ONE-HALF OF ALL OIL, GAS AND MINERAL RIGHTS IN AND TO ANY OF SUCH PRODUCTS EXTRACTED FROM SAID LAND, AS RESERVED IN THE DEED FROM I. TEILMAN AND ANNIE K. TEILMAN, HIS WIFE, TO F. A. YEAROUT, DATED MAY 2, 1941, RECORDED MAY 15, 1941 IN BOOK 1946 PAGE 309 OF OFFICIAL RECORDS, DOCUMENT NO. 17541. ALSO EXCEPTING AND RESERVING UNTO FLOYD A. YEAROUT, AN UNDIVIDED 3/16THS INTEREST (18 3/4% OUT OF 100%) AND UNTO RAYMOND L. YEAROUT AN UNDIVIDED 1/16TH INTEREST (6 1/4% OUT OF 100%) IN AND TO ALL OIL, GAS, PETROLEUM, HYDROCARBON SUBSTANCES AND OTHER EXHIBIT A MINERALS LOCATED IN, ON OR UNDER THE REAL PROPERTY ABOVE DESCRIBED, TOGETHER WITH THE RIGHT OF INGRESS AND EGRESS TO SAID PROPERTY FOR THE PURPOSE OF EXTRACTING OIL, GAS, PETROLEUM, HYDROCARBON SUBSTANCES AND OTHER MINERALS FROM SAID PROPERTY, AND TOGETHER WITH ALL OTHER RIGHTS NECESSARY FOR SAID PURPOSES, AS RESERVED IN THE DEED FROM FLOYD A. YEAROUT, ALSO KNOWN AS F. A. YEAROUT AND ANNA V. YEAROUT, HIS WIFE, RAYMOND L. YEAROUT AND WILDA YEAROUT, HIS WIFE, TO SUMNER PECK RANCH, INC., A CORPORATION, DATED FEBRUARY 10, 1952, RECORDED FEBRUARY 18, 1952 IN BOOK 3124 PAGE 527 OF OFFICIAL RECORDS, DOCUMENT NO. 8803. ALSO EXCEPTING THEREFROM ALL OIL, GAS AND MINERALS IN AND UNDER SAID PROPERTY, AS GRANTED BY F. A. YEAROUT AND ANNA V. YEAROUT, HUSBAND AND WIFE, TO EUGENE ARTHUR JACQUEMART, AS TO AN UNDIVIDED ONE-THIRD INTEREST; JULIE FELICIE SKAGGS, AS TO AN UNDIVIDED ONE-THIRD INTEREST; AND JULIE FELICIE SKAGGS AND C. W. SKAGGS, HER HUSBAND, AS TO AN UNDIVIDED ONE-THIRD INTEREST, IN THE DEED DATED SEPTEMBER 6, 1940, RECORDED SEPTEMBER 17, 1940 IN BOOK 1861 PAGE 261 OF OFFICIAL RECORDS, DOCUMENT NO. 28483. APN: 038-080-03ST AND 038-080-38ST PARCEL 6: THE SOUTHWEST QUARTER OF SECTION 5, TOWNSHIP 16 SOUTH, RANGE 15 EAST, ACCORDING TO THE OFFICIAL PLAT THEREOF. EXCEPTING AND RESERVING UNTO GRANTORS, MARGARET N. ANTON, GRACE HELEN SINGLETON AND HAZEL C. MUSGROVE, IN DEED TO SUMNER PECK RANCH, A CORPORATION, DATED JUNE 4, 1963 AND RECORDED JULY 24, 1963 IN BOOK 4887 PAGE 262 OF OFFICIAL RECORDS, DOCUMENT NO. 58677, AN UNDIVIDED ONE-HALF INTEREST IN AND TO ALL OIL, GAS AND MINERALS. APN: 038-080-05ST PARCEL 7: A PORTION OF THE NORTH HALF OF SECTION 31, TOWNSHIP 15 SOUTH, RANGE 15 EAST, MDBM, COUNTY OF FRESNO, STATE OF CALIFORNIA, DESIGNATED AS “RESULTANT PARCEL B” ON CERTIFICATE OF COMPLIANCE PLA 16-05(b) RECORDED NOVEMBER 8, 2016, AS INSTRUMENT NO. 2016-0155229 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: ALL OF PARCEL 4 AND ALL THAT PORTION OF PARCEL 3 AS DESCRIBED IN THE GRANT DEED TO RE TRANQUILLITY 8 AZUL LANDCO LLC, RECORDED IN DOCUMENT NO. 2016-0118433, OFFICIAL RECORDS OF FRESNO COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID SECTION 31, FROM WHICH THE NORTHEAST CORNER OF SAID SECTION 31 BEARS SOUTH 88°40'45" EAST FOR A DISTANCE OF 2076.09 FEET; THENCE FROM SAID POINT OF BEGINNING SOUTH FOR A DISTANCE OF 2653.09 FEET TO THE EAST- WEST CENTERLINE OF SAID SECTION 31; THENCE SOUTH 88°42'33" EAST ALONG THE EAST-WEST CENTERLINE OF SAID SECTION 31 FOR A DISTANCE OF 2024.38 FEET TO THE EAST QUARTER CORNER OF SAID SECTION 31; THENCE NORTH 01° 07'00" EAST, ALONG THE EAST LINE OF SAID SECTION 31, FOR A DISTANCE OF 2651.34 FEET TO THE NORTHEAST CORNER OF SAID SECTION 31; THENCE NORTH 88°40'45" WEST ALONG SAID NORTH LINE FOR A DISTANCE OF 2076.09 FEET TO THE POINT OF BEGINNING. APN: A portion of 028-111-60 EXHIBIT A G:\PROJECTS\C\CFR-ALL\CFR-01_TraquillitySolar\_Contracts\Pending Contracts\P_CM 040617 Tranquillity Solar Proposal.docx HELIX Environmental Planning, Inc. 7578 El Cajon Boulevard Suite 200 La Mesa, CA 91942 619.462.1515 tel 619.462.0552 fax www.helixepi.com April 6, 2017 Mr. Chris Motta Fresno County Department of Public Works and Planning 2220 Tulare Street, Sixth Floor Fresno, CA 93721 Subject: Letter Agreement/Proposal to Provide Biological Consulting Services for the Tranquillity 8 Solar Project Dear Mr. Motta: HELIX Environmental Planning, Inc. (HELIX) is pleased to submit this letter agreement/ proposal (Agreement) to Fresno County Department of Public Works and Planning (Client) to provide biological consulting services for the Tranquillity 8 Solar Project. SCOPE OF SERVICES Task 1 WEAP Training. HELIX will conduct Workers Education Awareness Program (WEAP) training for onsite employees to provide an overview of the environmental requirements and sensitive biological, cultural, and paleontological resources associated with the project. HELIX will conduct 1 in-person training at the start of construction for site personnel and will update the WEAP video that HELIX previously prepared for the recently completed Tranquillity solar project. This task also includes up to 2 additional in-person trainings for site personnel during construction. Task 2 Pre-Construction Surveys. HELIX will conduct preconstruction surveys to avoid and minimize impacts on special status species. Surveys will be conducted approximately 14 days prior to the start of construction and will include a search for San Joaquin kit fox dens, nesting birds, and burrowing owl burrows. If necessary, HELIX will establish buffer zones or other protection measures in consultation with the appropriate resource agencies and Client. HELIX will provide Client with a pre-construction survey report in letter format. If passive relocation of special status species (i.e., kit foxes, badgers, or burrowing owls) is required, HELIX will make recommendations to Client for implementation and additional authorization would be required. HELIX will provide a brief letter report to Client describing the survey methods and results, including a summary of setback buffers established around active bird nests or other special status species. This task does not include budget for nest monitoring of active nests to help determine when nests are no longer active. EXHIBIT C Letter Agreement to Mr. Chris Motta Page 2 of 5 April 6, 2017 For cost estimating purposes, HELIX has assumed up to 20 person-days for conducting pre-construction surveys for this task. If additional surveys or monitoring events are needed, additional authorization would be required. Task 3 Third Party Construction Monitoring. HELIX will provide construction monitoring to ensure compliance with project mitigation measures and requirements. HELIX has assumed a total of 15 monitoring visits. HELIX will provide Client a monitoring memo email within 24 hours of each monitoring visit to document the site conditions. If issues are noted on site, the memo email will indicate the issue, person contacted, and corrective action implemented. Additional authorization would be required if additional monitoring is required that causes HELIX to exceed the budget for this task. HELIX has also assumed up to 5 days of archaeological/paleontological monitoring to provide project support in the event archaeological/paleontological materials are encountered during the course of grading or construction of the project. HELIX staff are available to conduct archaeological monitoring and HELIX’s subcontractor, Applied Earthworks, is available to conduct paleontological monitoring. If curation or a greater level of work is necessary, HELIX will make recommendations to Client for implementation and additional authorization would be required. If human remains are uncovered during construction, the contractor must immediately halt work, and the Fresno County Coroner will be contacted to evaluate the remains. This task also includes pre-construction compliance review and assistance to Client for Mitigation Monitoring Reporting Program (MMRP) compliance. HELIX will prepare and provide monthly updates of an MMRP compliance table, similar to the table HELIX prepared for the Tranquillity Solar Project. Ta sk 4 Management. HELIX has assumed 20 hours of Principal Biologist and 30 hours of Senior Scientist time for management/meetings with the project team, City, and other applicable agencies. If Client requests additional services that cause HELIX to exceed the time allocated for this task, additional authorization would be required. Task 5 Contingency. This task provides a budget of $24,000 to serve as contingency funds in the event that additional nesting pre-construction surveys, construction monitoring, or other services are needed for the project. ASSUMPTIONS AND ADDITIONAL LIMITATIONS ON SCOPE OF SERVICES • Client will provide HELIX with current digital baseline data for producing maps and graphics, which should be submitted in one of the following formats: .dxf, .dwg (AutoCAD), .dgn (Microstation), .e00 (ArcInfo export coverages), or .shp (ArcView shapefiles). EXHIBIT C Letter Agreement to Mr. Chris Motta Page 3 of 5 April 6, 2017 • Client will arrange/provide access to the site for HELIX personnel to conduct pre- construction surveys including notifying HELIX of any gate codes, keys, etc. and granting permission to access private property, if needed. • Costs associated with additional focused species surveys, permit preparation and processing, California Environmental Quality Act processing, and/or technical studies and reports (“additional work”) are not included within the scope of services required of HELIX under this Agreement. SCHEDULE HELIX will continue to work with Client in a timely and professional manner in accordance with the Terms and Conditions attached and incorporated herein by reference as Exhibit A. These Terms and Conditions are a material part of this Agreement. COST ESTIMATE AND PAYMENT PROCEDURES HELIX is pleased to submit this cost estimate not to exceed $100,000, which is provided below in a breakdown by task. All work shall be invoiced on a time and materials basis pursuant to Exhibit B, Schedule of Fees. Payment terms are net 30 days pursuant to the Terms and Conditions referenced herein. Task Number Task Name Cost 1 WEAP Video $4,000 2 Pre-Construction Surveys 30,000 3 Third Party Construction Monitoring 32,000 4 Management 10,000 5 Contingency 24,000 TOTAL $100,000 EXECUTION OF AGREEMENT This quote is good for 30 days from the date of this letter. This Agreement will become a contract upon HELIX’s receipt of this original, including any Exhibits, signed by an authorized representative of Client. EXHIBIT C EXHIBIT C Letter Agreement to Mr. Chris Motta Page 5 of 5 April 6, 2017 I hereby authorize HELIX to continue work in accordance with this Agreement and the attached Terms and Conditions and Schedule of Fees. FRESNO COUNTY DEPARTMENT OF PUBLIC WORKS AND PLANNING A ____ corporation, OR a ____ limited liability company, OR a ____ general partnership OR a ____ limited partnership (select one). Signed by: ______________________ Printed: _______________________ Title: __________________________ Date: _________________________ To expedite Agreement processing, please provide the following information for this contract: Project Manager Accounts Payable Name: Name: Address: (if different from p.1) Address: (if different from p.1) Phone: Phone: Email: Fax: Email: Please mail or fax to Attn: Accounting Department If using your own contract format, please attach and return this Agreement. Tranquillity 8 Solar EXHIBIT C EXHIBIT A TERMS AND CONDITIONS Page 1 of 2 The following Terms and Conditions are made a part of the letter agreement/proposal (Agreement) between HELIX and Client and supersede any conflicting Terms and Conditions proposed by Client, unless HELIX agrees to such Terms and Conditions in writing. ARTICLE 1. SCOPE OF WORK AND STANDARD OF PERFORMANCE HELIX will perform the work outlined in the Agreement and any services approved by Client under Article 3 (the Services). HELIX will strive to perform the Services in a manner consistent with that level of care and skill ordinarily exercised by reputable members of HE LIX’s profession practicing at the time under similar conditions in the geographic area of Client’s project. HELIX makes no other representation, expressed or implied, nor no other warranty or guarantee under this Agreement or in any report, opinion or document provided hereunder. ARTICLE 2. COMPENSATION Client agrees to pay HELIX compensation for the Services in accordance with the rates set forth in Exhibit B. HELIX shall invoice Client monthly or as otherwise agreed. Client agrees to pay HELIX within thirty (30) days of the date of invoice. If payment is not paid when due, then such sum shall bear interest at 1½ percent per month on the unpaid balance, not to exceed the maximum legal rate of interest. ARTICLE 3. CHANGES AND ADDITIONAL WORK Client may request or HELIX may recommend or request, verbally or in writing, a change in the scope in excess of or in addition to the Services (“additional work”). As soon as practical after such request or recommendation, HELIX shall forward to Client a proposal of the costs for such additional work and any adjustment to the payment schedule and time for performance. Client shall approve or disapprove the proposal, in writing. If approved, HELIX shall perform the extra work in accordance with the Terms and Conditions herein. Notwithstanding the foregoing, however, if Client verbally approves the extra work and HELIX has performed the same, then Client agrees to pay HELIX the amount and pursuant to the payment schedule as set forth in its proposal. ARTICLE 4. LIMITATION OF LIABILITY Recognizing the relative risks and benefits of the project for which the Services are being performed, Client agrees to limit the liability of HELIX, its directors, officers, employees, agents and subcontractors for any and all injuries, claims, losses, expenses or damages (including incidental or consequential damages) arising out of or in any way related to the Services or the project hereunder, to the lesser of (a) fifty thousand dollars ($50,000) or (b) the total compensation for the Services hereunder. Such liability includes HELIX’s negligence, errors or om issions, strict liability and breach of contract or warranty. Any claim against HELIX hereunder shall be brought within one (1) year of the completion of the Services herein. ARTICLE 5. TERMINATION Either party may terminate this Agreement, either in whole or in part, without cause, by giving the other party thirty (30) days written notice. In such event, Client will pay HELIX for all work performed by it prior to the notice of termination. In the event of a default, the non-defaulting party shall give the defaulting party ten (10) days’ written notice of default. “Default” includes Client’s failure to pay HELIX sums due, including additional work pursuant to Article 3. The defaulting party’s failure to cure the b reach within said ten- (10-) day period shall constitute a material breach of this Agreement and termination of the Agreement. ARTICLE 6. SUSPENSION OF WORK Client may suspend the Services, in whole or in part, by giving HELIX reasonable, written notice specifying the work to be suspended. Upon receipt of notice, HELIX shall suspend the work requested and Client shall pay for all Services through the date of suspension and any costs incurred by HELIX in suspending the work. Thereafter, Client may notify HELIX of its intent to recommence the suspended Services. HELIX will promptly provide Client with any adjusted costs and schedule and, upon Client approval, HELIX shall recommence the Services previously suspended. ARTICLE 7. PROPRIETARY INFORMATION HELIX agrees not to disclose to any third person, nor use for the benefit of anyone other than Client, any data, records, financial information or other confidential or proprietary information, marked as such in writing, arising out of or related to the performance of the Services (Proprietary Information). Client similarly agrees not to disclose to any third person, nor use for the benefit of anyone, Proprietary Information of HELIX. ARTICLE 8. COMPLIANCE WITH LAWS HELIX shall comply with and observe applicable federal, state and local laws, ordinances, rules, and regulations having jurisdiction over HELIX or the performance of the Services in effect during the term of this Agreement. ARTICLE 9. FORCE MAJEURE Client will grant extensions of time and increase the compensation to HELIX to the extent that HELIX’s performance hereof is delayed due to an uncontrollable force. The term “uncontrollable force” shall mean any cause beyond the control of HELIX making it impracticable or unable to perform such obligation, including but not limited to natural catastrophes, restraint by court order or public authority and action or nonaction by, or inability to obtain the necessary authorizations or approvals from, any governmental agency or authority which, by exercise of due diligence, HELIX (a) could not reasonably have been expected to obtain or (b) has been unable to overcome. HELIX will notify Client immediately of any such delay or anticipated delay, and Client will extend the date of performance for a period equal to the time lost by reason of the delay and will make an equitable adjustment to the compensation in Article 2. EXHIBIT C Page 2 of 2 ARTICLE 10. INSURANCE HELIX maintains the following insurance: (a) Workers’ Compensation insurance – statutory limits; (b) Comprehensive Automobile Insurance – combined bodily injury and property damage limit of one million dollars ($1,000,000) each occurrence; (c) Comprehensive General Liability Insurance – combined bodily/personal injury and property damage limit of one million dollars ($1,000,000); (d) Professional Liability & Contractors Pollution Legal Liability – limit of one million dollars ($1,000,000) each occurrence; (e) Excess Umbrella Liability – limit of two million dollars ($2,000,000) each occurrence. Upon Client’s request, HELIX will furnish evidence that such insurances are in effect. If add itional coverage or increased limits of liability is desired, Client may make such request prior to the start of work. HELIX will attempt to obtain the requested coverage or limits, and Client agrees to pay for any additional costs of insurance within ten (10) days of the date of invoice. ARTICLE 11. AVAILABILITY OF LAND, DATA AND DIFFERING SITE CONDITIONS (for contracts involving field or construction services) Client shall furnish the site or obtain access to any site not owned by Client. Client shall notify HELIX of any encumbrances or restrictions specifically related to use of the site with which HELIX must comply in performing the Services. Client will obtain in a timely manner and pay for any fees or charges associated with site access or the encumbrances. Client shall furnish HELIX with a current legal description of the lands upon which the Services are to be performed and Client’s interest therein as necessary for giving notice of or filing a mechanic’s lien against such lands. HELIX may rely upon the accuracy of the data contained in Reports and Drawings furnished to it by Client or Client’s engineer. Reports and Drawings are defined as (a) reports of explorations and tests of subsurface conditions at or contiguous to the site that have been used by the engineer in documents provided to HELIX; and (b) drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site (including underground facilities) that Client or Client’s engineer has used in preparing documents pr ovided to HELIX. If HELIX believes that any subsurface or physical conditions at or contiguous to the site that are uncovered or revealed either (a) is of such a nature as to establish that data on which HELIX is entitled to rely as provided above is materially inaccurate; or (b) is of such a nature as to require a change in the contract; or (c) differs materially from that shown or indicated in documents provided to HELIX by Client or others; or (d) is of an unusual nature and differs materially from conditions ordinarily encountered in work of the character provided for in this contract, then HELIX shall promptly, after becoming aware thereof and before further disturbing the subsurface or physical conditions or performing any work in connection therewith (except in the event of an emergency), notify Client or its engineer in writing about such conditions. Thereafter, Client or Client’s engineer will investigate the conditions. If the existence of the differing site conditions causes an increase in HELIX’s cost of or time required for performance of the work, HELIX will receive an equitable adjustment to the contract price and schedule. HELIX will not be responsible for any hazardous environmental conditions uncovered or revealed at the site. If such conditions are encountered, HELIX shall immediately stop all work and notify Client or Client’s engineer. HELIX shall not be required to resume work in connection with suc h conditions until Client has obtained any required permits and advised HELIX in writing of such conditions and any affected area is or has been rendered safe for the resumption of work; or has specified any special conditions under which such work may be resumed safely; and HELIX shall receive an adjustment to the contract schedule and price accordingly. ARTICLE 12. GOVERNING LAW AND ARBITRATION This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by and pursuant to the Commercial Rules of the American Arbitration Association then in effect. Any such proceedings shall take place in San Diego, California. In any action or proceeding hereunder, the prevailing party shall be entitled to recover attorneys’ fees, filing fees, expert witness fees and other costs of arbitration or suit. ARTICLE 13. NOTICES Any notice from one party to another shall be in writing and delivered personally, by facsimile or by United States mail, registered or certified, return receipt requested, postage fully pre-paid, to the addresses as set forth in the Agreement to the attention of the signatory of this Agreement. Any notice shall be deemed delivered upon personal service or, if mailed, on the delivery date or attempted delivery date shown on the return receipt. If any party changes its address, such party shall notify the other party as provided in this article. ARTICLE 14. MISCELLANEOUS 14.1 Successors and Assigns: This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors-in- interest, assigns and transferees. Neither party can assign this Agreement without the prior written consent of the other party. 14.2 Counterparts: This Agreement may be signed in two or more counterparts, each of which shall constitute an original, but all of which shall be one in the same document. With the Agreement, these Terms and Conditions and any attached Exhibits constitute the complete and entire contract between the parties and supersedes any previous communications, representations or agreement, whether oral or written, with respect to the subject matter here of. EXHIBIT C EXHIBIT B SCHEDULE OF FEES Consulting Services Consulting services performed by HELIX typically include, but are not necessarily limited to, office, field, meetings, hearings and travel time. Consulting services for expert witness review, deposition, and/or testimony will be provided at one and one-half times our professional rates. Direct Costs Certain identifiable direct costs will be charged to the project at cost plus ten percent. Examples of direct costs include subconsultants, vehicle or equipment rentals, airplane and train fares, parking, per diem and lodging, mileage, communications, reproduction, and supplies. A 4-wheel drive premium will be charged at $25.00 per project day. There will be additional charges for plotting, color printing, aerial photographs and GPS services. Payment Invoices will be submitted monthly. Payment on invoices is due within thirty days of receipt. If payment is not paid when due , then such sum shall bear interest at 1 ½ % per month on the unpaid balance, not to exceed the maximum legal rate of interest. Professional Rates Current hourly rates for consulting services: Principal $205.00-220.00 Principal Planner $190.00-215.00 Principal Biologist $190.00-215.00 Principal Permitting Specialist $170.00-205.00 Principal Acoustician $180.00-190.00 Sr. Fisheries Scientist $200.00-220.00 Sr. Project Manager I-III $140.00-190.00 Sr. Air Quality Specialist $160.00-180.00 Sr. Environmental Specialist $150.00-170.00 Noise/Air Quality Specialist $145.00 Environmental Specialist I-III $85.00-150.00 Environmental Compliance Specialist $100.00 Project Manager I-III $110.00-155.00 Archaeology Field Director $90.00 Staff Archaeologist $80.00 Archaeology Field Crew $75.00 Sr. Archaeologist $135.00-150.00 Historian $70.00-125.00 Environmental Planner I-III $80.00-105.00 Environmental Analyst $65.00-75.00 Sr. Scientist $120.00-175.00 Biologist I-V $70.00-110.00 Assistant Biologist $50.00-60.00 Sr. GIS Specialist $115.00-155.00 GIS Specialist I-III $75.00-105.00 GIS Technician $50.00-60.00 Graphics $110.00 Document Coordinator $80.00 Technical Editor $70.00-90.00 Operations Manager $85.00 Word Processor I-III $65.00-80.00 Clerical $60.00 Rates are subject to change on a yearly basis EXHIBIT C EXHIBIT D SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as “County”), members of a contractor’s board of directors (hereinafter referred to as “County Contractor”), must disclose any self-dealing transactions that they are a party to while providing goods, performing services, or both for the County. A self-dealing transaction is defined below: “A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest” The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member’s name, job title (if applicable), and date this disclosure is being made. (2) Enter the board member’s company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction; and b. The nature of the material financial interest in the Corporation’s transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections (3) and (4). (1) Company Board Member Information: Name: Date: Job Title: (2) Company/Agency Name and Address: (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to): (4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233 (a): (5) Authorized Signature Signature: Date: EXHIBIT “E” CONFLICT OF INTEREST CODE OF THE DEPARTMENT OF PUBLIC WORKS AND PLANNING Exhibit “E” is a copy of Resolution #99-086 adopted by the Board of Supervisors on February 23, 1999 that references California Code of Regulations Section 18730. Consultants are listed on Exhibit A of the Resolution with the following note: * Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest disclosure category in the code subject to the following limitation: The Director of Public Works and Planning may determine in writing that a particular consultant, although a “designated position”, is hired to perform a range of duties that is limited in scope and thus is not fully required to comply with the disclosure requirements of this section. Such written determination shall include a description of the consultant’s duties and, based on that description, a statement of the extent of disclosure requirements. The Director of Public Works and Planning’s determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code.