HomeMy WebLinkAboutEIR 7813 Third Party Administrator Consultant Agreement.pdf 1 THIRD PARTY ADMINISTRATOR AGREEMENT
2 Rincon Consultants, Inc.
3 This Third Party Administrator Agreement (Agreement) is dated
4 March 21, 2024 (Entered Date) and is between Rincon Consultants, Inc. (Consultant),
5 and the County of Fresno (County), a political subdivision of the State of California. County and
6 Consultant may be referred to individually as a "Party," or collectively as "Parties," in this
7 Agreement.
8 RECITALS
9 A. On November 18, 2021, pursuant to County Resolution No. 12196, subject to the
10 conditions listed within, the County Planning Commission certified Environmental Impact Report
11 (EIR) No. 7813 (State Clearinghouse No. 2020080488) for the Luna Valley Solar Project
12 (Project) and the adopting of a Monitoring Plan for Unclassified Conditional Use Permit (CUP)
13 3671, attached hereto as Exhibit A"Monitoring Plan", incorporated herein by reference.
14 B. The Project proposes to allow for construction, operation, maintenance, and ultimate
15 decommissioning of a photovoltaic (PV) electricity generating facility, which will generate an
16 estimated 200-megawatts (MVv) with and estimated 200 megawatts of battery energy storage.
17 The proposed project is comprised of the solar panel array, battery energy storage components,
18 and a 34.5 kilovolt (KV) overhead transmission line with supporting electrical infrastructure.
19 C. Consultant understands that Condition of Approval No. 5 for the Unclassified CUP No.
20 3671 requires that Clearway Energy Group (Applicant) enter into an agreement with County to
21 implement a Mitigation Monitoring and Reporting Plan and Condition Compliance Matrix
22 (Monitoring Plan) in accordance with Section 21081.6 of the California Public Resources Code
23 and Section 15097 of Title 14, Chapter 3 of the California Code of Regulations. Applicant is not
24 a party to this agreement.
25 D. Consultant understands that they will be responsible for monitoring compliance on the
26 portion of for the Project described under Unclassidified CUP No. 3671 as described in Exhibit
27 A and that this agreement shall cover monitoring the Project's mitigation measures and
28 conditions of approval as provided in the Monitoring Plan.
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1 E. Consultant understands that this agreement shall cover the Consultant's Letter
2 Agreement/Proposal to provide environmental compliance consulting services as described in
3 Exhibit B "Work Program", attached and incorporated herein by reference.
4 F. Consultant understands that all expenses incidental to the performance of the
5 obligations in this Agreement will be the Consultants to bear.
6 F. Consultant represents that it is qualified, able, and willing to monitor the Project's
7 mitigation measures and conditions of approval as required and which the County specifically
8 relies upon.
9 AGREEMENT
10 In consideration of the covenants and conditions set forth herein, the Parties agree as follows:
11 1. TERM
12 A. Effective Date. This agreement shall become effective March 21,2024
13 B. Termination Date. This agreement shall terminate on March 21 2028
14 2. OBLIGATIONS OF CONSULTANT
15 A. Scope of Services. Consultant shall monitor Applicant's compliance with all
16 project mitigation measures and requirements as described and provided in
17 Exhibit A.
18 B. Representation. Consultant represents that it is qualified, ready, willing, and
19 able to perform all the services provided in this Agreement.
20 C. Reporting. Consultant shall provide County a written report of each monitoring
21 visit to document the site conditions on a quarterly basis. If issues are noted on
22 site, the report shall indicate the issue, the person(s) contacted, and corrective
23 action implemented. If a significant compliance arises, County shall be notified
24 immediately.
25 D. Satisfactory Completion. County will pay the Consultant in full compensation
26 for services performed under this Agreement as described in Exhibit B only after
27 County determines the adequateness of performance per item(s) which the
28 Consultant seeks payment. If County informs Consultant of the necessity to act
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1 on item(s), for County's determination of satisfactory completion, Consultant
2 shall undertake all work to complete the item(s) to the satisfaction of the County
3 at no additional charge to County.
4 E. Communications. All discussions between Applicant and Consultant regarding
5 the Project shall only occur with the County officials involvement. The relevant
6 County staff working on behalf of the project shall be included in all forms of
7 routine correspondence and telecommunications related to Contract
8 performance and all related issues. Such forms of communications are including
9 but not limited to written, telephone, email correspondence, and in-person
10 meetings. To ensure consistent records all emails and all written
11 correspondence must consistently include in the exact project name and number
12 "Luna Valley Solar Project EIR 7813"within the subject line.
13 3. OBLIGATIONS OF COUNTY
14 A. Compensation. County shall pay to Consultant compensation as described and
15 provided in Exhibit B to this agreement. This will occur within 45 days of receipt
16 of a proper invoice, which County will review and determine whether Consultant
17 has adequately performed to the satisfaction of the County the item(s) for which
18 Consultant seeks payment and shall remit payment thereof to Consultant.
19 B. Availability of Information. County shall make available to Consultant
20 documents, studies, and other information, not otherwise confidential or
21 privileged, in its possession related to the Project.
22 4. COMPENSATION
23 A. Maximum Compensation. County agrees to pay, and Consultant agrees to
24 receive, compensation for the performance of its services under this Agreement
25 in an amount not to exceed One Hundred Thirty Thousand Three Hundred
26 Ninety-Two Dollars and Fifty cents ($130,392.50) (Total Fee) and Consultant
27 shall not be entitled to compensation exceeding the Total Fee for the entire term
28
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1 of this Agreement. Compensation is according to the hourly rate as described in
2 Exhibit B to this Agreement.
3 B. Invoices. Invoices for payment shall be submitted only after the work identified
4 has been completed to the satisfaction of County. Within 45 days of receipt of a
5 proper invoice, County shall then review for approval and, if approved, submit
6 the invoice to the County Auditor- Controller/Treasurer-Tax Collector for
7 payment, or reject the invoice and return the invoice to the Consultant identifying
8 the work that has not been accepted as completed.
9 C. Payment. Payment shall be issued to Consultant after the receipt thereof by
10 County Auditor-Controller/Treasurer Tax Collector within sixty (60) calendar
11 days after the receipt.
12 D. Incidental Expenses. Consultant is solely responsible for all of its costs and
13 expenses that are not specified as payable by the County under this Agreement,
14 whether anticipated or those that may materialize.
15 5. INDEMNITY AND INSURANCE
16 A. Duty to Indemnify. Consultant agrees to indemnify, save, hold harmless, and
17 at County's request, defend the County, its officers, agents, and employees from
18 any and all costs and expenses, damages, liabilities, claims, and losses
19 occurring or resulting to County in connection with the performance, or failure to
20 perform, by Consultant, its officers, agents, or employees under this Agreement,
21 and from any and all costs and expenses, damages, liabilities, claims, and losses
22 occurring or resulting to any person, firm, or corporation who may be injured or
23 damaged by the performance, or failure to perform, of Consultant, its officers,
24 agents, or employees under this Agreement.
25 B. Insurance Requirements. Consultant shall comply with all the insurance
26 requirements in Exhibit D to this Agreement, titled "Insurance Requirements."
27 C. Survival. The terms of this Section 5 shall survive the termination of this
28 Agreement.
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1 6. BREACH AND TERMINATION
2 A. Termination by County. This Agreement may be immediately terminated by
3 County upon written notice to Consultant if:
4 1. Consultant fails to comply with any or all the terms of this Agreement,
5 2. Consultant illegally or improperly uses funds,
6 3. Consultant provides a substantially incorrect or incomplete report to
7 the County,
8 4. Consultant inadequately performs services as determined by County,
9 or if:
10 5. Applicant requests that County discontinues processing the project or
11 discontinues operation of the project,
12 6. Applicant fails to timely remit reimbursement to County for an invoice
13 submitted by Consultant.
14 B. Termination by Consultant. Consultant may terminate this Agreement upon
15 thirty(30)days' prior written notice to the other party. If the Consultant terminates
16 the Agreement, Consultant shall reimburse the County up to a maximum of
17 Twenty Thousand Dollars and zero cents ($20,000.00)for the actual expense of
18 issuing a Request For Proposal, engaging a new consultant and the new
19 consultant's cost in becoming familiar with the Project, its operations to date and
20 its compliance with the Mitigation Plan.
21 C. Effect of Termination. If this Agreement is terminated as provided in this
22 section, Consultant shall be compensated for satisfactorily performed services
23 completed to the date of termination based upon the compensation rates set
24 forth in Exhibit B, and subject to the total sum agreed to herein, together with
25 such additional services satisfactorily performed by Consultant after termination
26 which are authorized by County to complete the work performed to the date of
27 termination.
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1 7. WORK PRODUCT
2 A. County Control of Work Product. Any and all reports, studies, data, or other
3 information, prepared or assembled by Consultant under this Agreement shall
4 not be provided to any person, association, corporation, or other organization
5 during the term of this Agreement without the prior written consent of County.
6 B. County Right to Disclose. County shall have the unlimited authority to forever
7 publish, disclose, distribute, and otherwise use throughout the world, in whole or
8 in part, and allow others to do so, any and all reports, studies, data, or other
9 information prepared by Consultant pursuant to this Agreement.
10 C. Ownership of Work Product. All documents prepared or obtained by
11 Consultant shall become the exclusive property of County. Upon termination of
12 this Agreement and prior to any compensation received from County for unpaid
13 services, Consultant shall surrender to County all work products created
14 pursuant to this Agreement without any reservation of rights therein. Consultant
15 may retain such documents only for so long as County authorizes such work
16 product to be retained to allow the completion of work as provided in Subsection
17 5.13 of this Agreement. Consultant may retain copies of any documents prepared
18 or obtained by Consultant and designated as public records under the California
19 Public Records Act (California Government Code, Title 1, Division 7, Chapter
20 3.5, beginning with section 6250), and such documents may be used by
21 Consultant in any manner after this Agreement has been terminated.
22 D. Format of Documents. The Consultant shall provide reference material in the
23 quantities and format(s) as specified in Exhibit B of this Agreement. County will
24 require that Consultant provide documents in both Microsoft Word, Office 2016
25 (or newer) and Portable Document Format (.pdf) file formats.
26 8. INDEPENDENT CONTRACTOR
27 In performance of the work, duties, and obligations assumed by Consultant under this
28 Agreement, it is mutually understood and agreed that Consultant, including any and all of
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1 Consultant's officers, agents, employees, and sub-consultants/contractors, will at all times be
2 acting and performing as an independent contractor, and shall act in an independent capacity
3 and not as an officer, agent, servant, employee, joint venture, partner, or associate of County.
4 Furthermore, County shall have no right to control or supervise or direct the manner or method
5 by which Consultant shall perform its works and function. However, County shall retain the right
6 to administer this Agreement so as to verify that Consultant is performing its obligations in
7 accordance with the terms and conditions thereof. Consultant and County shall comply with all
8 applicable provisions of law and the rules and regulations, if any, of Governmental authorities
9 having jurisdiction over matters the subject thereof. Because of its status as an independent
10 contractor, Consultant shall have absolutely no right to employment rights or benefits available
11 to County employees. Consultant shall be solely liable and responsible for providing to, or on
12 behalf of its employees, all legally-required employees benefits. In addition, Consultant shall be
13 solely responsible and save County harmless from all matters relating to payment of
14 Consultant's employees, including compliance with Social Security withholding, and all other
15 regulations governing such matters. It is acknowledged that during the term of this Agreement,
16 Consultant may be providing services to others unrelated to County or to this Agreement.
17 9. AUDITS AND INSPECTIONS
18 A. Inspection of Documents. Consultant shall make available to County, and
19 County may examine at any time during business hours and as often as County
20 deems necessary, all of Consultant's records and data with respect to the
21 matters covered by this Agreement, excluding attorney-client privileged
22 communications. Consultant shall, upon request by County, permit County to
23 audit and inspect all such records and data to ensure Consultant's compliance
24 with the terms of this Agreement.
25 B. State Audit Requirements. If the compensation to be paid by County under this
26 Agreement exceeds $10,000, Consultant is subject to the examination and audit
27 of the California State Auditor, as provided in Government Code section 8546.7,
28
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1 for a period of three years after final payment under this Agreement. This
2 subsection 9.13 survives the termination of this Agreement.
3 C. Public Records. Under this Agreement, Consultant is not permitted to discuss,
4 disclose or release to the public or any third party this Agreement or any
5 information, record or data related to the Project unless specifically authorized
6 by County. County is not limited in any manner with respect to its public
7 disclosure of this Agreement or any record or data that Consultant may provide
8 to the County. County's public disclosure of this Agreement or any record or data
9 that Consultant may provide to County may include but is not limited to the
10 following:
11 (1) County may voluntarily, or upon request by any member of the public or
12 governmental agency, disclose this Agreement to the public or such
13 governmental agency.
14 (2) County may voluntarily, or upon request by any member of the public or
15 governmental agency, disclose to the public or such governmental
16 agency any record or data that Consultant may provide to County, unless
17 such disclosure is prohibited by court order.
18 (3) This Agreement, and any record or data that Consultant may provide to
19 County, is subject to public disclosure under the Ralph M. Brown Act
20 (California Government Code, Title 5, Division 2, Part 1, Chapter 9,
21 beginning with section 54950).
22 (4) This Agreement, and any record or data that Consultant may provide to
23 County, is subject to public disclosure as a public record under the
24 California Public Records Act (California Government Code, Title 1,
25 Division 7, Chapter 3.5, beginning with section 6250) ("CPRA").
26 (5) This Agreement, and any record or data that Contractor may provide to
27 County, is subject to public disclosure as information concerning the
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I conduct of the people's business of the State of California under
2 California Constitution, Article 1, section 3, subdivision (b).
3 (6) Any marking of confidentiality or restricted access upon or otherwise
4 made with respect to any record or data that Consultant may provide to
5 County shall be disregarded and have no effect on County's right or duty
6 to disclose to the public or governmental agency any such record or data.
7 D. Public Records Act Requests. If County receives a written or oral request
8 under the CPRA to publicly disclose any record that is in Consultant's possession
9 or control, and which County has a right, under any provision of this Agreement
10 or applicable law, to possess or control, then County may demand, in writing,
11 that Consultant deliver to County, for purposes of public disclosure, the
12 requested records that may be in the possession or control of Consultant. Within
13 five business days after County's demand, Consultant shall (a) deliver to the
14 County all of the requested records that are in Consultant's possession or
15 control, together with a written statement that Consultant, after conducting a
16 diligent search, has produced all requested records that are in Consultant's
17 possession or control, or (b) provide to County a written statement that
18 Consultant, after conducting a diligent search, does not possess or control any
19 of the requested records. Consultant shall cooperate with County with respect to
20 any County demand for such records. If Consultant wishes to assert that any
21 specific record or data is exempt from disclosure under the CPRA or other
22 applicable law, it must deliver the record or data to County and assert the
23 exemption by citation to specific legal authority within the written statement that
24 it provides to County under this section. Consultant's assertion of any exemption
25 from disclosure is not binding on County, but County will give at least 10 days'
26 advance written notice to the Contractor before disclosing any record subject to
27 Consultant's assertion of exemption from disclosure. Consultant shall indemnify
28 the County for any court-ordered award of costs or attorney's fees under the
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1 CPRA that results from Consultant's delay, claim of exemption,failure to produce
2 any such records, or failure to cooperate with County with respect to any County
3 demand for any such records.
4 10. CONTRACT ADMINISTRATION
5 Consultant shall notify its appropriate employees of the individual County designates as
6 County Contract Administrator for this EIR. All routine correspondence and telecommunications
7 related to Contract performance and related issues should be addressed as follows:
8 David Randall, Senior Planner
Department of Public Works and Planning
9 Development Services and Capital Project Division
2220 Tulare Street, 6th floor
10 Fresno, CA 93721
Phone: (559) 600-4052
11 e-mail: drandalICcDfresnocountyca.gov
12 All other notices to County shall be delivered in accordance with Section 12, below.
13 11. NOTICES
14 A. Addresses for Delivery. Except as otherwise provided in this Agreement, the
15 persons and their addresses having authority to give and receive notices under
16 this Agreement include the following:
17 County:
Director of Public Works and Planning
18 Department of Public Works and Planning
2220 Tulare Street, Eighth Floor
19 Fresno, CA 93721
Attn: Division Manager/Development Services
20
Consultant:
21 Christina Shushnar
Director, Natural Resources
22 180 N. Ashwood Ave.
Ventura, CA 93003
23
B. Change of Contact Information. Either Party may change the information
24
provided in this Agreement by giving notice as provided in this section.
25
C. Method of Delivery. Each notice between the County and the Consultant
26
provided for or permitted under this Agreement must be in writing, state that it is
27
a notice provided under this Agreement, and be delivered either by personal
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1 service, by first-class United States mail, by an overnight commercial courier
2 service.
3 (1) A notice delivered by personal service is effective upon service to the
4 recipient.
5 (2) A notice delivered by first-class United States mail is effective three
6 County business days after deposit in the United States mail, postage
7 prepaid, addressed to the recipient.
8 (3) A notice delivered by an overnight commercial courier service is effective
9 one County business day after deposit with the overnight commercial
10 courier service, delivery fees prepaid, with delivery instructions given for
11 next day delivery, addressed to the recipient.
12 D. Claims Presentation. For all claims arising out of or related to this Agreement,
13 nothing in this Section 12 establishes, waives, or modifies any claims
14 presentation requirements or procedures provided by law, including but not
15 limited to the Government Claims Act (Division 3.6 of Title 1 of the Government
16 Code, beginning with section 810).
17 12. DISCLOSURE OF SELF-DEALING TRANSACTIONS
18 A. Applicability. This applies if the Consultant is operating as a corporation or
19 changes its status to operate as a corporation.
20 B. Duty to Disclose. If any member of the Consultant's board of directors is party
21 to a self-dealing transaction, he or she shall disclose the transaction by
22 completing and signing a "Self-Dealing Transaction Disclosure Form" (Exhibit C
23 to this Agreement) and submitting it to the County before commencing the
24 transaction or immediately after.
25 C. Definition. "Self-dealing transaction" means a transaction to which the
26 Consultant is a party and in which one or more of its directors, as an individual,
27 has a material financial interest.
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1 13. GENERAL TERMS
2 A. Effective Date;Term.This Agreement shall become effective upon the Effective
3 Date, and shall continue in effect until the obligations of the Parties under this
4 Agreement are complete, until the Termination Date or until this Agreement is
5 earlier terminated as provided in Section 6 "Breach and Termination."
6 B. Amendments or Modification.Any changes to this Agreement requested either
7 by County or Consultant may only be affected if mutually agreed upon in writing
8 by duly authorized representatives of the Parties hereto. Except as provided in
9 Section 6, "Breach and Termination," this Agreement may not be modified, and
10 no waiver is effective, except by written agreement signed by both Parties. The
11 Consultant acknowledges that County employees have no authority to modify
12 this Agreement except as expressly provided in this Agreement.
13 C. Non-Assignment. Neither Party may assign its rights or delegate its obligations
14 under this Agreement without the prior written consent of the other Party.
15 D. Governing Law. The laws of the State of California govern all matters arising
16 from or related to this Agreement.
17 E. Jurisdiction and Venue. This Agreement is signed and performed in Fresno
18 County, California. Consultant consents to California jurisdiction for actions
19 arising from or related to this Agreement, and, subject to the Government Claims
20 Act, all such actions must be brought and maintained in Fresno County.
21 F. Construction. The final form of this Agreement is the result of the Parties'
22 combined efforts. If anything in this Agreement is found by a court of competent
23 jurisdiction to be ambiguous, that ambiguity shall not be resolved by construing
24 the terms of this Agreement against either Party.
25 G. Headings; Construction; Statutory References. The headings and section
26 titles in this Agreement are for convenience only and are not part of this
27 Agreement. The final form of this Agreement is the result of the Parties'
28 combined efforts and negotiations between the Parties. If anything in this
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1 Agreement is found by a court of competent jurisdiction to be ambiguous, that
2 ambiguity shall not be resolved by construing the terms of this Agreement
3 against either Party. The language of this Agreement shall be construed as a
4 whole according to its fair meaning and not strictly for or against any Party. Any
5 rule of construction to the effect that ambiguities are to be resolved against the
6 drafting Party shall not apply in interpreting this Agreement. All references in this
7 Agreement to statutes, regulations, ordinances or resolutions of the United
8 States, the State of California, or County of Fresno shall be deemed to include
9 the same statute, regulation, ordinance, or resolution as hereafter amended or
10 renumbered, or if repealed, to such other provisions as may thereafter govern
11 the same subject. In the event of any inconsistency between the text of this
12 Agreement and the Exhibits attached to this Agreement, such ambiguity shall be
13 resolved in the following order of priority: (1)the text of this Agreement, excluding
14 the Exhibits, (2) Exhibit D (Insurance Requirements), (3) Exhibit C (Self-Dealing
15 Transactions),_(4) Exhibit B (Work Program), and (5) Exhibit A (Monitoring Plan).
16 H. Severability. If anything in this Agreement is found by a court of competent
17 jurisdiction to be unlawful or otherwise unenforceable, the balance of this
18 Agreement remains in effect, and the Parties shall make best efforts to replace
19 the unlawful or unenforceable part of this Agreement with lawful and enforceable
20 terms intended to accomplish the Parties' original intent.
21 I. Nondiscrimination. During the performance of this Agreement, the Consultant
22 shall not unlawfully discriminate against any employee or applicant for
23 employment, or recipient of services, because of race, religious creed, color,
24 national origin, ancestry, physical disability, mental disability, medical condition,
25 genetic information, marital status, sex, gender, gender identity, gender
26 expression, age, sexual orientation, military status or veteran status pursuant to
27 all applicable State of California and federal statutes and regulation.
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1 J. No Waiver. Payment, waiver, or discharge by County of any liability or obligation
2 of the Consultant under this Agreement on any one or more occasions is not a
3 waiver of performance of any continuing or other obligation of Consultant and
4 does not prohibit enforcement by the County of any obligation on any other
5 occasion.
6 K. Entire Agreement. This Agreement constitutes the entire Agreement between
7 Consultant and County with respect to the subject matter hereof and supersedes
8 all previous negotiations, proposals, commitments, writing, advertisements,
9 publications,
10 and understandings of any nature whatsoever, including without limitation the
11 Previous Consultant Agreement, unless expressly included in this Agreement.
12 L. No Third Party Beneficiaries. This Agreement does not and is not intended to
13 create any rights or obligations for any person or entity, including without
14 limitation the Applicant, except for the Parties.
15 M. Binding Upon Successors. This Agreement shall be binding upon and inure to
16 the benefit of the Parties and their respective successors in interest, assigns,
17 legal representatives, and heirs.
18 N. Authorized Signatures. The Consultant represents and warrants to County
19 that:
20 (1) Consultant is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (2) The individual signing this Agreement on behalf of Consultant is duly
23 authorized to do so and his or her signature on this Agreement legally
24 binds Consultant to the terms of this Agreement.
25 O. Electronic Signatures.The Parties agree that this Agreement may be executed
26 by electronic signature as provided in this section.
27 (1) An "electronic signature" means any symbol or process intended by an
28 individual signing this Agreement to represent their signature, including
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I but not limited to (a) a digital signature; (b) a faxed version of an original
2 handwritten signature; or (c) an electronically scanned and transmitted
3 (for example by PDF document) version of an original handwritten
4 signature.
5 (2) Each electronic signature affixed or attached to this Agreement (a) is
6 deemed equivalent to a valid original handwritten signature of the person
7 signing this Agreement for all purposes, including but not limited to
8 evidentiary proof in any administrative or judicial proceeding, and (b) has
9 the same force and effect as the valid original handwritten signature of
10 that person.
11 (3) The provisions of this section satisfy the requirements of Civil Code
12 section 1633.5, subdivision (b), in the Uniform Electronic Transaction Act
13 (Civil Code, Division 3, Part 2, Title 2.5, beginning with section 1633.1).
14 (4) Each Party using a digital signature represents that it has undertaken and
15 satisfied the requirements of Government Code section 16.5, subdivision
16 (a), paragraphs (1) through (5), and agrees that each other Party may
17 rely upon that representation.
18 (5) This Agreement is not conditioned upon the Parties conducting the
19 transactions under it by electronic means and either Party may sign this
20 Agreement with an original handwritten signature.
21 P. Counterparts. This Agreement may be signed in counterparts, each of which is
22 an original, and all of which together constitute this Agreement.
23 (Signature page follows.]
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I In witness whereof, the Parties are signing this Agreement as of the Effective Date.
2
3 CONSULTANT: COUNTY OF FRESNO:
Rincon Consultants, Inc.
4 7080 North Whitney Avenue
Suite 101
5 Fresno, CA 93720
6
7
8 Xjj.,�,BY: qA� BY:
9 Christina Shushnar STEVEN E. WHITE PE, PLS
Director, Natural Resources DIRECTOR
10 DEPARTMENT OF PUBLIC WORKS
11 AND PLANNING
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1 Exhibit A
2 Monitoring Plan
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4 (See Attached)
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Third Party Administrator Agreement— Rincon Consultants, Inc.
A-1
1 Exhibit B
2 Work Program
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4 (See Attached)
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Third Party Administrator Agreement— Rincon Consultants, Inc.
B-1
I Exhibit C
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).
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Third Party Administrator Agreement— Rincon Consultants, Inc.
C-1
1 (1) Company Board Member Information:
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Name: Date:
3
4 Job Title:
5 (2) Company/Agency Name and Address:
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11 (3) Disclosure (Please describe the nature of the self-dealing transaction you are a party
12 to)
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18 (4) Explain why this self-dealing transaction is consistent with the requirements of
19 Corporations Code § 5233 (a)
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26 (5) Authorized Signature
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Signature: Date:
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Third Party Administrator Agreement— Rincon Consultants, Inc.
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1 Exhibit D
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 aFn annual aggregate of Three Million
Third Party Administrator Agreement— Rincon Consultants, Inc.
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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
Third Party Administrator Agreement— Rincon Consultants, Inc.
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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 VII.
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.
Third Party Administrator Agreement— Rincon Consultants, Inc.
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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.
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Third Party Administrator Agreement— Rincon Consultants, Inc.
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