HomeMy WebLinkAboutEIR 7869M Third Party Administrator Agreement with Helix Enivironmental Planning Inc.pdf 1 THIRD PARTY ADMINISTRATOR AGREEMENT
2 Helix Environmental Planning, Inc.
3 This Third Party Administrator Agreement (Agreement) is dated
4 L��-� (Entered Date) and is between Helix Environmental Planning, Inc.
5 (Consultant),a California Corporation and the County of Fresno(County), a political subdivision
6 of the State of California. County and Consultant may be referred to individually as a "Party,"or
7 collectively as "Parties," in this Agreement.
8 RECITALS
9 A. On November 14, 2024, pursuant to County Resolution No. 13066, subject to the
10 conditions listed within,the County Planning Commission certified Environmental Impact Report
11 (EIR) No. 7869 (State Clearinghouse No. 2020110008) for the Sonrisa Solar Project (Project)
12 and the adopting of a Monitoring Plan for Classified Conditional Use Permit Application (CUP)
13 3677, attached hereto as Exhibit A "Monitoring Plan", attached and incorporated herein by
14 reference.
15 B. The Project proposes the construction, operation, maintenance, and decommissioning
16 of a 200 megawatt photovoltaic(PV)solar electricity generating facility on approximately 2,000
17 acres in Fresno County.
18 C. Consultant understands that CUP 3677 requires that EDPR CA Solar Park VI LLC
19 (Applicant) enter into an agreement with County to implement a Mitigation Monitoring and
20 Reporting Plan and Condition Compliance Matrix(Monitoring Plan) in accordance with Section
21 21081.6 of the California Public Resources Code and Section 15097 of Title 14, Chapter 3 of
22 the California Code of Regulations. Applicant is not a party to this agreement.
23 D. Consultant understands that they will be responsible for monitoring compliance on the
24 portion of the Project described under CUP No. 3677 as described in Exhibit A and that this
25 agreement shall cover monitoring the Project's mitigation measures and conditions of approval
26 as provided in the Monitoring Plan.
27
28
Third Party Administrator Agreement— Helix Environmental Planning, Inc.
Page 1 of 16
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, 2025
13 B. Termination Date. This agreement shall terminate on October, 2026
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 noncompliance arises, County shall be
24 notified 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
Third Party Administrator Agreement—Helix Environmental Planning, Inc.
Page 2 of 16
on itenl(s), fovCountv's determination of satisfactory cumokadon. Consultant
2 shall undertake all work to complete the item(s)to the satisfaction of the County
3 atno additional charge boCounty.
4 E. Communications.All discussions between Applicant and Consultant regarding
5 the Project ahoU only occur with the County officials involvement. The relevant
0 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
8 but not limited to vvritten, by!ephone, ennoi| commapondenne, and in-person
10 meetings. To ensure consistent records all emai|a and all written
11 correspondence must consistently include in the exact project name and
12 number, e.g.. ^8onrisa Solar Project EiR788g"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 BtVthis agreement. This will occur within 45 days ofreceipt
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 nann|t 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
22 related tothe Project.
23 4. COMPENSATION
24 A. A8azirnumn Compensation. County agrees to pay, and Consultant agrees to
25 receive, compensation for the performance of its services under this Agreement
26 in an amount not to exceed Sixty-One Thousand, Six Hundred and Sixty-Five
27 Dollars and Zero Cents (G61.805.00) (Total Fee) and Consultant ohoU not be
28 entitled to compensation exceeding the Total Fee for the entire term of this
Third Party Administrator Agreement— Helix Environmental Planning, Inc.
Page 3 of 16
1 Agreement. Compensation is according to the hourly rate as described in Exhibit
2 8to this Agreement.
3 B. Invoices. Invoices for payment shall be submitted only after the work identified
4 has been completed tothe satisfaction of County. Within 45 days of receipt ofa
5 proper invoice, County oheU then review for approval and, if approved, submit
8 the invoice to the County Auditor- ControUen7reasureFTax Collector for
7 payment, ur reject theinvoiceendreturntheinvoimatotheConoubmntidentifvin0
8 the work that has not been accepted aocompleted.
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 toIndemnify. Consultant agrees tm indemnifv, nawe, hold harmless, and
17 at County's request, defend the County, its officers, agents, and employees from
18 any and all costs and expenses, darnaQee. Uabi|ihee, o|mima. and |ovoea
18 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 perfornlanoe, or failure to perform, of Consultant, its offioarS.
24 agents, or employees under this Agreement.
25 B. Insurance Requirements. Consultant shall comply with all the insurance
20 requirements in Exhibit Dto this Agreement, titled "Insurance Requirements."
27 C. Survival. The t*rrna of this Section 5 mheU survive the termination of this
28 Agreement.
Third Party Administrator Agreement— Helix Environmental Planning, Inc.
Page 4of16
G. BREACH AND TERMINATION
2 A. Termination bw County. This Agreement may beimmediately terminated by
J County upon written notice ho 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,
8 3. Consultant provides a substantially incorrect or incomplete report to
7 the County,
8 4. Consultant inadequately performs services mo determined byCounty,
9 or if:
10 5� Applicant requests that County discontinues processing the project or
11 discontinues operation of the project,
12 0. Applicant fails to timely remit reimbursement to County for an invoice
13 submitted byConsultant.
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, the Client will pay Consultant Ifor all work performed by it prior
17 to the notice of termination. Consultant shall reimburse the County up to a
18 maximum of Twenty Thousand Dollars and zero cents($20,000.00)for the actual
19 expense of issuing a Request For Proposal, engaging a new consultant and the
20 new consultant's cost in becoming familiar with the Project, its operations to date
21 and its compliance with the Mitigation Plan.
22 C. Effect of Termination. If this Agreement is terminated as provided in this
23 section, Consultant shall be compensated for satisfactorily performed services
24 completed to the date of termination based upon the compensation rates set
25 forth in Exhibit B. and subject to the total aunn agreed to herein. together with
28 such additional services satisfactorily performed by Consultant after termination
27 which are authorized by County to complete the work performed to the dote of
28 termination.
Third Party AdmniniGtnetorAgnamrnent—Helix Environmental Planning, Inc.
Page 5of1O
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
Third Party Administrator Agreement— Helix Environmental Planning, Inc.
Page 6 of 16
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 legal ly-requ ired 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
Third Party Administrator Agreement—Helix Environmental Planning, Inc.
Page 7 of 16
for a period of three years after fimd payment under this Agreement. This
2 subsection 8.B survives the termination nf 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 record
5 or data related tothe Project unless specifically authorized by County. County io
U not limited in any manner with respect to its public disclosure of this Agreement
7 or any record or data that Consultant may provide to the County. County's public
8 disclosure of this Agreement or any record or data that Consultant may provide
Q to County may include but is not limited to the following:
lO (1) County may voluntarily, or upon request by any member of the public or
11 governmental ogency, disclose this Agreement to the public or such
12 governmental agency.
13 (2) County may voluntarily, or upon request by any member of the public or
14 governmental ogenoy, disclose to the public or such governmental
15 agency any record or data that Consultant may provide to County, unless
16 such disclosure io prohibited by court order.
17 (3) This Agreement, and any record or data that Consultant may provide to
18 County, is subject to public disclosure under the Ralph M. Brown Act
19 (California Government Code, Title 5, Division 2, Part 1, Chapter 9.
20 beginning with section 5495O).
21 (4) This Agreement, and any record or data that Consultant may provide to
22 Counh/, is subject to public disclosure as m public record under the
23 California Public Records Act (California Government Code, Title 1,
24 Division 7. Chapter 3.5. beginning with section 625O) (^CPRA^).
25 (5) This Agreement, and any record or data that Contractor may provide to
28 County. is subject to public disclosure an information concerning the
27 conduct of the people's business of the State of California under
28 California ConGtitution, Article 1. section 3. subdivision (b).
ThirdPadyAdnniniatradurAgnaen)ont— He|ix Environmental Planning, Inc.
Page 8of10
(6) Any marking of confidentiality or restricted access upon or otherwise
2 made with respect h» any record o[data that Consultant may provide to
J County shall be disregarded and have no effect onCounty's rightorduh/
4 to disclose to the public or governmental agency any such record ordata.
5 D. Public Records Act Requests. If County receives a written or Vre| request
6 under the
7 CPRA to publicly disclose any record that is in Consultant's possession or
U control, and which County has a right, under any provision of this Agreement or
R applicable law, to possess or control, then County may demand, in writing, that
10 Consultant deliver tn County, for purposes of public diac|oeuna, the requested
11 records that may be in the possession or control of Consultant. Within five
12 business days after County's demand, Consultant shall(a)deliver to the County
13 all of the requested records that are in Consultant's possession or control,
14 together with e written statement that Conau|tant, after conducting e diligent
15 search, has produced all requested records that are in Consultant's possession
16 or control, or (b) provide to County a written statement that Consultant, after
17 conducting a diligent search, does not possess or control any of the requested
18 records. Consultant shall cooperate with County with respect to any County
19 demand for such records, If Consultant wishes to assert that any specific record
20 or data is exempt from disclosure under the CPRA or other applicable |ow. it
21 must deliver the record or data to County and assert the exemption by citation to
22 specific legal authority within the written statement that it provides to County
23 under this section. Consultant's assertion of any exemption from disclosure is
24 not binding on County, but County will give at least 10 days' advance written
25 notice tothe Contractor before disclosing any record subject to Consultant's
28 assertion of exemption from disclosure. Consultant shall indemnify the County
27 for any court-ordered award of costs or attonney's fees under the CPRA that
28 results from Consultant's delay, claim of exemption, failure to produce any such
Third PahyAdnm(niatretorAgnaemnent— Helix Environmental Planning, Inc.
Page 9of16
1 records, or failure to cooperate with County with respect to any County demand
2 for any such records.
3 10. MAINTAIN AND PROVIDE ADMINISTRATIVE RECORD
4 If requested by the County, Consultant shall upon request prepare and assemble the
5 Administrative Record (defined in this Section 10 below) and furnish it to County after the Notice
6 of Determination, including the findings and any Statement of Overriding Consideration, are
7 filed with the County Clerk. The "Administrative Record" is defined as the entirety of the
8 information relied upon to prepare the EIR, including without limitation all records identified in
9 California Public Resources Code section 21167.6, subdivision (e). The Administrative Record
10 is inclusive of all information and analyses either generated or obtained from other sources or
11 used to support documentation and analyses. A complete Administrative Record is the entirety
12 of the information relied upon within Consultant's possession plus all information in other
13 locations listed in the references. Information listed in the references at other locations does not
14 have to be included in the Administrative Record, provided the references contain sufficient
15 information for a reasonable member of the public to identify, seek out, and obtain the listed
16 information. Consultant shall organize the information comprising the Administrative Record as
17 an accessible electronic file, indexed by topic to the extent possible, and submit this record to
18 County. The electronically stored information comprising the Administrative Record shall be
19 delivered to the County in in the format in which it is ordinarily maintained.
20 11. CONTRACT ADMINISTRATION
21 Consultant shall notify its appropriate employees of the individual County designates as
22 County Contract Administrator for this EIR.All routine correspondence and telecommunications
23 related to Contract performance and related issues should be addressed as follows:
24 Tawanda Mtunga, Principal Planner
Department of Public Works and Planning
25 Development Services and Capital Project Division
2220 Tulare Street, 6th floor
26 Fresno, CA 93721
Phone: (559) 600-4022
27 e-mail: tmtun aafresnocogn1yga,_qov
28 All other notices to County shall be delivered in accordance with Section 12, below.
Third Party Administrator Agreement— Helix Environmental Planning, Inc.
Page 10 of 16
1 13. NOTICES
2 A. Addresses for Delivery. Except oaotherwise provided in this Agreement, the
3 persons and their addresses having authority to give and receive notices under
4 this Agreement include the following:
5 County:
Director of Public Works and Planning
V Department of Public Works and Planning
2220 Tulare Street, Eighth Floor
7
Fresno, CAS3721
8
Att �n� Division Manager/Development Services
S
Consultant:
Helix Environmental Planning
11�0 |nonPointR�ad Guite13O
1O '
Folsom, CAS5G3O
11
B. Change of Contact Information. Either Party may change the information
12
provided in this Agreement bygiving notice as provided in this section.
13
C. Method of Delivery. Each notice between the County and the Consultant
14
provided for or permitted under this Agreement must be in writing, state that it is
15
a notice provided under this AAnaernent, and be delivered either by personal
16
aen/ioe. by first-class United States mai|, by an overnight commercial courier
17
service.
18
(1) A notice delivered by personal service is effective upon service \0the
19
recipient.
20
(2) A notice delivered by first-class United Sbahaa mail is effective three
21
County business days after deposit inthe United States noai|. postage
22
prepaid, addressed to the recipient.
23
(S) A notice delivered byan overnight commercial courier service iseffective
24
one County business day after deposit with the overnight commercial
25
courier service, delivery fees prepaid, with delivery instructions given for
28
next day delivery, addressed to the recipient.
27
D. Claims Presentation. For all claims arising out ofor related to this Agreement,
28
nothing in this Section 12 eotab|iahem, waivaa, or modifies any o|airna
Third Party Administrator Agreement—Helix Environmental Planning, Inc.
Page 11of1O
presentation requirements or procedures provided by law, including but not
2 limited to the Government Claims Act(Division 3.Gof Title 1ofthe Government
3 Code, beginning with section 810).
4 13. DISCLOSURE OF SELF-DEALING TRANSACTIONS
5 A. Applicability. This applies if the Consultant is operating as a corporation or
O changes its status to operate aoacorporation.
7 B, Duty tn Disclose. |f any member uf the Consultant's board nf directors isparty
8 to e self-dealing transaction, he or she ahe|| disclose the transaction by
9 completing and signing a"Self-Dealing Transaction Disclosure Form" (Exhibit C
10 to this Agreement) and submitting it to the County before commencing the
11 transaction or immediately after.
12 C. Definition. "Self-dealing transaction" means a transaction to xvbi:h the
13 Consultant iam party and in which one or more of its directors, es an individual,
14 has a rnebaria| financial interest.
15 14. GEy4ERALTERM8S
16 A. Effective Date;Term.This Agreement shall become effective upon the Effective
17 [}ate, and shall continue in effect until the obligations of the Parties under this
18 Agreement are complete, until the Termination Date Qr until this Agreement ia
19 earlier terminated ae provided in Section 8"Breach and Tmrmninotion.~
20 B. Amendments or Modification.Any changes to this Agreement requested either
21 by County or Consultant may only be affected if mutually agreed upon in writing
22 by duly authorized representatives of the Parties hereto. Except as provided in
23 Section 6, "Breach and Termination," this Agreement may not be modified, and
24 no waiver is efhsctiwe, except bywritten agreement signed by both Parties. The
25 Consultant acknowledges that County employees have no authority to modify
26 this Agreement except oa expressly provided in this Agreement.
27 C. Non-Assignment. Neither Party may assign its rights or delegate its obligations
28 under this Agreement without the prior written consent nf the other Party.
Third Party Administrator Agreement— Helix Environmental Planning, Inc.
Page 12of1O
1 D. Governing Law. The laws of the State of California govern all matters arising
2 from or related bo this Agreement.
3 E. Jurisdiction and Venue. This Agreement is signed and performed in Fresno
4 County, California. Consultant consents to California jurisdiction for actions
5 arising from or related to this Agreement,and, subject to the Government Claims
G Act, all such actions must be brought and maintained in Fresno County.
7 F. Construction. The final form of this Agreement is the nmau/t of the Parties'
O combined efforts. If anything in this Agreement is found by a court of competent
Q jurisdiction tobe ambiguous, that ambiguity shall not be resolved byconstruing
10 the terms of this Agreement against either Party.
11 G. Headings; Construction; Statutory References. The headings and section
12 titles in this Agreement are for convenience only and are not part of this
13 Agreement. The final form of this Agreement is the result of the Parties'
14 combined efforts and negotiations between the Parties. If anything in this
15 Agreement is found by a court ofcompetent jurisdiction to be ambiguous, that
16 ambiguity shall not be resolved by construing the terms of this Agreement
17 against either Party. The language of this Agreement shall be construed as a
18 whole according to its fair meaning and not strictly for o/against any Party.Any
19 rule of construction to the effect that ambiguities are to be resolved against the
20 drafting Party shall not apply in interpreting this Agreement.All references in this
21 Agreement to statutes, reQu|otiuna, ordinances or resolutions of the United
22 States, the State of California, or County of Fresno shall be deemed to include
23 the same stetute, regu|sdion, ondinmnoe, or resolution as hereafter amended or
24 renunnbered, or if repealed, to such other provisions as may thereafter govern
25 the same subject. In the event ofany inconsistency between the text ofthis
28 Agreement and the Exhibits attached to this Agreement, such ambiguity shall be
27 resolved in the following order of priority: (1)the text of this Agreement,excluding
29
Third Party Administrator Agreement—Helix Environmental Planning, Inc.
Page 13uf1O
the Exhibits, (2) Exhibit D (insurance Requirements), (3) Exhibit C (Self-Dealing
Z Tranagcbons ]4) Exhibit B(Work Pmgram). and(5) Exhibit A(Monitoring Plan).
3 H. Seven*bi|dy. If anything in this Agreement io found bve court ofcompetent
4 jurisdiction to be unlawful or otherwise uDgnhorceeb|e, the balance of this
5 Agreement remains in afect, and the Parties shall make best efforts toreplace
6 the unlawful or unenforceable part of this Agreement with lawful and enforceable
7 terms intended to accomplish the Parties' original intent.
8 |. Nondiscrimination. During the performance of this Agreement, the Consultant
S shall not unlawfully discriminate against any employee or applicant for
10 emnp/oynnent, or recipient of sen/ioes, because of raoe, religious creed, color,
11 national oriQin, ancestry, physical disabi|ih/, mental diuebiUty, medical condition,
12 genetic inforrnation, nnoritg/ otatus, aex, gender, gender iderdhv. gender
13 expression, age, sexual orientation, military status or veteran status pursuant to
14 all applicable State of California and federal etaAubma and regulation.
15 J. No Waiver. Payment,waiver, or discharge by County of any liability or obligation
18 of the Consultant under this Agreement on any one or more occasions is not a
17 waiver of performance of any continuing or other obligation of Consultant and
18 does not prohibit enforcement by the County of any obligation on any other
18 occasion.
20 K. Entire Agreement. This Agreement constitutes the entire Agreement between
21 Consultant and County with respect tothe subject matter hereof and supersedes
22 all previous negotiotionn, pnopnam|o, cnmonni{nnenha, writing, advertisements,
23 publications,
24 and understandings of any nature whataomver, including without limitation the
25 Previous Consultant Agreement, unless expressly included in this Agreement,
26 L. Nm Third Party Beneficiaries. This Agreement does not and ia not intended to
27 create any rights or obligations for any person or entity, including without
28 limitation the Applicant, except for the Parties.
Third Party Administrator Agreement—Helix Environmental Planning, Inc.
Page 14of1O
M. Binding Upon Successors. This Agreement shall be binding upon and inure to
2 the benefit ofthe Parties and their respective aVcneasona in intenaot, assigns,
3 legal representatives, and heirs.
4 N. Authorized G|0nmtum*m, The Consultant represents and warrants to County
5 that:
O (1) Consultant io duly authorized and empowered to sign and oedonn its
7 obligations under this Agreement.
8 (2) The individual signing this Agreement on behalf of Consultant is duly
9 authorized to do so and his or her signature on this Agreement legally
10 binds Consultant to the terms of this Agreement.
11 O. Electronic Signatures.The Parties agree that this Agreement may beexecuted
12 by electronic signature as provided in this section.
13 (1) An "electronic signature" means any symbol or process intended bven
14 individual signing this Agreement to represent their signature, including
15 but not limited to (a) a digital signature; (b) a faxed version ofenoriginal
16 handwritten signature; or (c) en electronically scanned and transmitted
17 (for example by P[}F document) version of an original handwritten
18 signature.
19 /2\ Each electronic signature affixed or attached to this Agreement (o) is
20 deemed equivalent to a valid original handwritten signature of the person
21 signing this Agreement for all purpoaea, including but not limited to
22 evidentiary proof in any administrative or judicial proceeding, and (b)has
23 the same force and effect as the valid original handwritten signature of
24 that person,
25 (3) The provisions of this section aaUnfv the requirements of Civil Code
26 section 1833.5. subdivision (b). in the Uniform Electronic Transaction Act
27 (Civil Code, Division 3. Part 2. Title 2.5, beginning with section 1G33.1).
28
Third PartyAdrninietnatorAgnaenment— Helix Environmental Planning, Inc.
Page 15of1O
1 (4) Each Party using a digital signature represents that it has undertaken and
2 satisfied the requirements of Government Code section 16.5, subdivision
3 (a), paragraphs (1) through (5), and agrees that each other Party may
4 rely upon that representation.
5 (5) This Agreement is not conditioned upon the Parties conducting the
6 transactions under it by electronic means and either Party may sign this
7 Agreement with an original handwritten signature.
8 P. Counterparts. This Agreement may be signed in counterparts, each of which is
9 an original, and all of which together constitute this Agreement.
10
11
12
13 In witness whereof, the Parties are signing this Agreement as of the Effective Date.
14
15 CONSULTANT: COUNTY OF FR
Helix Environmental Planning, Inc.
16
17
18 BY: BY:
Lesley Owning STEVEN E. WHITE PE, PLS
19 Group Manager DIRECTOR
20 DEPARTMENT OF PUBLIC
WORKS AND PLANNING
21
22
23
24
25
26
27
28
Third Party Administrator Agreement—Helix Environmental Planning, Inc.
Page 16 of 16