HomeMy WebLinkAboutD-24-542 Applicant Contract Amendment 1 - Executed.pdf 1
2 FIRST AMENDMENT TO THE APPLICANT AGREEMENT
3 Rosemary Solar, LLC
4 This first amendment to the Applicant Agreement (First Amendment) is dated
5 / H a (Effective Date) and is between Rosemary Solar, LLC (Applicant) and
6 the County of Fresno, a political subdivision of the State of California (County). County and
7 Applicant may be referred to individually as a "Party," or collectively as "Parties," in this First
8 Amendment. Consultant is not a party to the Agreement or First Amendment.
9 RECITALS
10 A. County and Applicant previously entered into the Applicant Agreement (Agreement)
11 dated September 23, 2024, under which the Applicant was to pay the County for the
12 consultant services of Environmental Science Associates, Inc. (Consultant) in the preparation
13 of an Environmental Impact Report (EIR) for County.
14 B. Applicant and County desire to the change in the scope of services and budget
15 allocations for Contract Deliverables, pursuant to the previously entered Agreement to pay
16 County for consultant services.
17 C. Applicant and County desire to amend text in the Agreement as a result of the change
18 in the scope of services and budget allocations for Contract Deliverables.
19 D. Applicant understands that this First Amendment will address and augment the Work
20 Program, Compensation, and Extra Services, pursuant to the Agreement, and the Applicant
21 is still under contractual obligation to pay the County for all services performed by Consultant
22 as compensation for such services necessary to complete the EIR.
23 E. Applicant understands that this First Amendment is sufficient to amend the Agreement
24 and that, when both parties have signed this First Amendment, the Agreement and this First
25 Amendment shall be considered and shall constitute the Agreement.
26 F. Applicant understands that except as set forth in this Amendment, the Agreement is
27 unaffected and shall continue in full force and effect in accordance with its terms. If there is
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First Amendment to the Applicant Agreement— Rosemary Solar, LLC
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1 conflict between this First Amendment and the Agreement, the terms of this First Amendment
2 will prevail.
3 G. Applicant understands that Consultant and County will adopt a first amendment to the
4 Consultant Agreement on the same date as this First Amendment to reflect the change in the
5 scope of services and budget allocations for Contract Deliverables.
6 AMENDMENTS TO THE AGREEMENT
7 Applicant and County agree to amend the Agreement as follows:
8 1. CHANGES TO EXHIBIT B WORK PROGRAM
9 A. Exhibit B, Page 11, after Deliverable J the following is added:
10 Deliverable K: PG&E Helm to Crescent Reconductoring Project and associated
11 Task K1: Review of Technical Studies and Task K2: Administrative Draft EIR,
12 each as set forth in Exhibit B hereto and incorporated herein by reference
13 B. Exhibit B, Page 12 after the Cost subsection of the Work Program "Table 2" has
14 been replaced with "Revised Table 2" attached hereto in Exhibit B hereto and
15 incorporated by reference.
16 2. CHANGES TO EXHIBIT C COMPENSATION
17 A. Exhibit C, Page 3, at line 1, the following is added:
18 (1) Contract Deliverable K: Within ten (10) business days of receipt of an
19 invoice by Applicant from the County, Applicant shall remit the sum of
20 Thirty-One Thousand Four Hundred Sixty-Five Dollars and Zero Cents
21 ($31,465.00) to County, which the County shall use to compensate
22 Consultant for all work to be performed by Consultant to complete
23 Deliverable K, as identified in Exhibit B Work Program.
24 B. Exhibit C, Page 3, lines 2 through 15 (Section 2) are deleted in their entirety and
25 replaced with:
26 2. EXTRA SERVICES. Sixty-Eight Thousand Eight Hundred Sixty-Seven
27 Dollars and Fifty Five Cents ($68,867.55) is the entire consideration to be
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First Amendment to the Applicant Agreement— Rosemary Solar, LLC
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1 paid by County to Consultant for all the basic services performed by
2 Consultant pursuant to Section 3 of the Consultant Agreement except as
3 otherwise provided in Exhibit E of said Agreement (Extra Services). If
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Director of the Fresno County Department of Public Works and Planning
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or Director's designee determines that Extra Services will be authorized
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pursuant to Exhibit E of the Consultant Agreement, Director shall first
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8 notify the Applicant of the determination, and those services shall only be
9 authorized after County's receipt from the Applicant of the entire sum
10 determined by Director to be the maximum that may be rendered for
11 those Extra Services. Within five (5) calendar days after the date of
12 execution of this Agreement by the Parties hereto, the Applicant shall
13 advance the amount of funds for Extra Services and such sum shall not
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exceed Sixty-Eight Thousand Eight Hundred Sixty-Seven Dollars and
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Fifty Five Cents ($68,867.55), 15% of the Total Fee.
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3. Duly Authorized. The Applicant represents and warrants to County that:
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(1) Applicant is duly authorized and empowered to sign and perform its
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obligations under this First Amendment.
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(2) The individual signing this First Amendment on behalf of Applicant is
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duly authorized to do so and his or her signature on this First
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Amendment legally binds Applicant to the terms of this First
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Amendment.
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4. Electronic Signatures. The Parties agree that this First Amendment may be
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executed by electronic signature as provided in this section.
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(1) An "electronic signature" means any symbol or process intended by
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an individual signing this First Amendment to represent their
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signature, including but not limited to (a) a digital signature; (b) a
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1 faxed version of an original handwritten signature; or (c) an
2 electronically scanned and transmitted (for example by PDF
3 document) version of an original handwritten signature.
4 (2) Each electronic signature affixed or attached to this First Amendment
5 (a) is deemed equivalent to a valid original handwritten signature of
6 the person signing this First Amendment for all purposes, including
7 but not limited to evidentiary proof in any administrative or judicial
8 proceeding, and (b) has the same force and effect as the valid original
9 handwritten signature of that person.
10 (3) The provisions of this section satisfy the requirements of Civil Code
11 section 1633.5, subdivision (b), in the Uniform Electronic Transaction
12 Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section
13 1633.1).
14 (4) Each Party using a digital signature represents that it has undertaken
15 and satisfied the requirements of Government Code section 16.5,
16 subdivision (a), paragraphs (1) through (5), and agrees that each
17 other Party may rely upon that representation.
18 (5) This First Amendment is not conditioned upon the Parties conducting
19 the transactions under it by electronic means and either Party may
20 sign this First Amendment with an original handwritten signature.
21 5. Counterparts. This First Amendment may be signed in counterparts, each of which
22 is an original, and all of which together constitute this First Amendment.
23 6. Provisions in Full Force. The Agreement as amended by this First Amendment is
24 ratified and continued. All provisions of the Agreement and not amended by this First
25 Amendment remain in full force and effect.
26 7. Defined Terms. Capitalized terms used but not defined herein shall have the
27 respective meanings set forth in the Agreement.
28 [Signature page follows.]
First Amendment to the Applicant Agreement— Rosemary Solar, LLC
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6 In witness whereof, the Parties are signing this Amendment as of the Effective Date.
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8 APPLICANT: COUNTY OF FRESN
ROSEMARY SOLAR, LLC
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12 BY: BY:
MICHAEL ALVAREZ STEVEN E. HITE PE, PLS
13 Chief Operating Officer DIRECTOR
DEPARTMENT OF PUBLIC WORKS
14 AND PLANNING
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First Amendment to the Applicant Agreement— Rosemary Solar, LLC
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EXHIBIT B
EIR No.8575,Rosemary Solar and Energy Storage System Complex Project
Consultant Agreement Modification 1
I. Supplemental Scope of Work
ESA will support the County's implementation of the actions needed to analyze the potential CEQA impacts of
the PG&E Helm to Crescent Reconductoring Project by adding a new Task K to ESA's approved scope of work.
Proposed services and deliverables are described below.
Contract Deliverable K: PG&E Helm to Crescent Reconductoring Project
TASK K1. REVIEW OF TECHNICAL STUDIES
ESA understands that Rosemary Solar,LLC is preparing,and will provide for County review,the following six
technical studies to support the CEQA analysis of PG&E Helm to Crescent Reconductoring Project:
1. Aesthetics/Visual Resources Assessment
2. Air Quality and Greenhouse Gas(GHG)emissions modeling and report;
3. Aquatic Resources Delineation(ARD);
4. Biological Resources Technical Report;
5. Cultural Resources Assessment;
6. Noise/Acoustical Assessment.
Consistent with ESA's work on(approved)Contract Deliverable B,Review of Technical Studies, ESA will
independently review the six new technical reports to determine their suitability for reliance,in combination
with other expertise and materials, in the EIR.ESA assumes that all material and technical reports for
preparation of the EIR(including GIS layers, worksheets, and cited reference materials)will be provided
and the experts preparing the studies will be identified and, if requested, authors' resumes would be
provided for inclusion in the record. If clarification or additional information is needed,ESA will submit a
data request. If no clarification or additional information is needed,then ESA will document that conclusion.
ESA assumes that the technical reports will be complete and of high quality,and that no more than two requests
for clarification would be needed among the six reports.Any data request would be submitted within 10 working
days of receipt of the technical report. ESA assumes that Rosemary Solar,LLC's response to any data request
would be delivered within 10 working days of submittal of the request.
TASK K2.ADMINISTRATIVE DRAFT EIR
For(approved)Contract Deliverable D,Administrative Draft EIR, ESA will prepare a single Administrative
Draft EIR in electronic format for County review and comment,and anticipates that the County would,in its
discretion,share the full Administrative Draft EIR with Rosemary Solar,LLC to ensure factual accuracy relative
to the project description,the potential reasonableness and feasibility of any mitigation measures,and other
issues.
ESA will coordinate with Rosemary Solar,LLC to develop a project description that contains sufficient detail
about the PG&E Helm to Crescent Reconductoring Project to inform the CEQA process.Necessary details will
relate to site preparation and other ground disturbance,helicopter use,and other aspects of the proposal,including
workforce and equipment estimates,water and other utility and public service needs, and PG&E's proposed best
practices to avoid or substantially reduce potential significant impacts on the resources that could be affected by
the proposed work.
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EIR No.8575,Rosemary Solar and Energy Storage System Complex Project
Consultant Agreement Modification 1
ESA will evaluate each of the resource areas identified in the CEQA Guidelines Appendix G environmental
checklist. The analysis of each resource area will describe the environmental setting and regulatory setting,
and will evaluate the potential direct, indirect, and cumulative impacts of the PG&E Helm to Crescent
Reconductoring Project. The cumulative effects analysis will consider whether past, other present, or
reasonably foreseeable future projects would cause impacts that could combine with the impacts of the
project as a whole to cause or contribute to any potential significant cumulative impacts. ESA will develop
the cumulative scenario in coordination with County staff. The process may include targeted outreach via
email or telephone.
ESA assumes that the proposed PG&E work would be "self-mitigating," such that the implementation of
best practices proposed as part of the project would be sufficient to ensure that impacts of the PG&E Helm to
Crescent Reconductoring Project would be less than significant. If,however,the analysis identifies one or more
potential significant impacts,then ESA will meet and confer with the County and Rosemary Solar,LLC regarding
project refinements that could be incorporated as well as the CEQA implications of identifying a potential
significant impact in an area where oversight of mitigation implementation is exclusively the responsibility of a
different agency(i.e.,the California Public Utilities Commission).
Schedule and costs assume that up to two PG&E project-focused coordination calls(up to one hour each)
may be needed amongst the County, Rosemary Solar,LLC, and ESA and that up to three(3)ESA specialists
with expertise in the relevant matters would participate. Additional coordination with section authors also
may be needed to clarify related aspects of the overall project.
II. Schedule Integration
This scope of work does not affect the durations reflected in the approved scope of work but may extend the
overall schedule to accommodate the necessary additional reviews and drafting proposed in Section 1. To stay on
the current schedule, ESA anticipates that all of the technical reports would be received on or before December 2,
2024, and that all reviews would be complete and reports accepted by the end of December 2024. ESA will
continue to coordinate schedule updates with the County and Rosemary Solar,LLC for project planning purposes.
III.Cost of Supplemental Scope of Work, Compensation
The cost of implementing the supplemental scope of work is$31,465 based on approved contact rates for the
project. ESA will submit a single invoice for Contract Deliverable K upon the last to be submitted of the
following documents:
• Brief technical review memos documenting recommendation of County acceptance of the report as part of the
CEQA process(one memo per report described in Task K1)
• Up to two requests for clarification or supplemental data total(Task K 1)
• The Administrative Draft EIR that is Contract Deliverable D in the approved scope of work(Task K2)
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ESA Labor Detail and Expense Summary
Contract Deliverable K
Employee Names
Labor Category
Total Hours Labor Price
Task# Task Name/Description
K1 Review of Technical Studies - $ -
A Visual Resources Technical Report 13.00 $ 3,365
B AQ/GHG emissions modeling and report 13.00 $ 3,101
C Aquatic Resources Delineation 6.00 $ 1,758
D Biological Resources Technical Report 11.00 $ 3,223
E Cultural Resources Report 9.00 $ 1,661
F Noise Analysis 13.00 $ 3,101
K2 Administrative Draft EIR - $ -
Chapter 2,Project Description 4.00 $ 1,054
Section 3.1,Intro to Analysis,including cumulative scenario 4.00 $ 898
Section 3.2,Aesthetics 2.00 $ 512
Section 3.3,Ag and Forestry 2.00 $ 506
Section 3.4,Air Quality 3.00 $ 702
Section 3.5,Biological Resources 2.00 $ 586
Section 3.6,Cultural and Tribal Cultural Resources 4.00 $ 818
Section 3.7,Energy 1.00 $ 234
Section 3.8,Geology,Soils,and Paleontological Resources 1.00 $ 265
Section 3.9,GHG 3.00 $ 702
Section 3.10,Hazards and Hazardous Materials 1.00 $ 265
Section 3.11,Hydrology and Water Quality 1.00 $ 265
Section 3.12,Land Use and Planning 1.00 $ 278
Section 3.13,Mineral Resources 1.00 $ 143
Section 3.14,Noise 4.00 $ 936
Section 3.15,Population and Housing 1.00 $ 156
Section 3.16,Public Services 2.00 $ 312
Section 3.17,Recreation 1.00 $ 156
Section 3.18,Transportation 1.00 $ 234
Section 3.19,Utilities and Service Systems 2.00 $ 312
Section 3.20,Wildfire 4.00 $ 1,112
Technical editing,graphics,production 2.00 $ 384
QA/QC ADEIR 15.00 $ 3,510
Total Hours 127
Total Labor Costs $ 30,549
Percent of Effort-Labor Hours Only 100.0%
Data Management Fee(3%) $ 916
Total Cost $ 31,465
H:Z:\Shared\Projects\2023\D202301423.00-Rosemary Solar and Battery System Project\01 Project Management\Contracts\Contract Mods\Table
1_Rosemary_Costs Mod 1_2024_1 11 1-ESA Labor Cost&Project Total
REVISED Table z:Contract Deliverables-Rosemary Solar and Storage System CEQA Process
Incremental Task
Flat fee to be paid in eight installments,one for each of eight contract deliverables. Costs'
Contract Deliverable A:Project Kickoff
Kick-off meeting agenda $ 2,762
Distribution list $ 2,089
$ 5,931 3%of Project Management costs $ 1,080
Non-labor expenses $ -
Contract Deliverable B:Review of Technical Studies
One review memorandum per Applicant-provided technical report $ 22,717
$ 30,915 Up to ten(10)follow-up review memoranda $ 5,679
7%of Project Management costs $ 2,519
Non-labor expenses $ -
Contract Deliverable C:Scoping
Notifications(NOP,NOC) $ 1,929
Scoping Meeting Presentation Materials $ 6,876
$ 17,638 Scoping Report $ 4,460
4%of Project Management costs $ 1,439
Non-labor expenses $ 2,933
Contract Deliverable D:Administrative Draft EIR
Administrative Draft EIR $ 251,155
$ 273,466 620 of Project Management costs $ 22,311
Non-labor expenses $ -
Contract Deliverable E:Draft EIR and Notices
Screen check Draft EIR $ 8,219
Draft EIR,including cited reference materials $ 6,275
$ 22,620 Notices(NOC,NOA,legal advertisement) $ 2,298
6%of Project Management costs $ 2,159
Non-labor expenses $ 3,669
Contract Deliverable F:Administrative Final EIR
Administrative Final EIR $ 26,491
$ 28,650 6%of Project Management costs $ 2,159
Non-labor expenses $ -
Contract Deliverable G: Final EIR
Screen check Final EIR $ 8,142
Final EIR,including cited reference materials $ 4,501
$ 15,705 NOC $ 530
4%of Project Management costs $ 1,439
Non-labor expenses $ 1,092
Contract Deliverable H:Decision Support
Draft CEQA Content for Staff Report,including Draft MMRP $ 7,169
Draft CEQA Findings $ 8,831
Hearing Support $ 12,535
$ 32,727 Notice of Determination(NOD) $ 348
Optional Task:Administrative Record Support(not included in total price) $ 14,635
8%of Project Management costs $ 2,879
Non-labor expenses $ 965
Contract Deliverable K:PG&E Helm to Crescent Reconductoring Project
One review memorandum per each of six Applicant-provided technical reports $ 12,521
$ 31,465 Up to two(2)follow-up review memoranda $ 4,174
Submittal of the Administrative Draft EIR described in Contract Deliverable D $ 14,770
$ 459,117 TOTAL
'Note:The sum of the incremental task costs differs form the total cost by$2 as a result of rounding to the next whole dollar. The
sum of the contract deliverable costs(the milestone payment amounts)equal the total price shown.
Scope of Work,Schedule,and Cost:Rosemary Solar and Storage System Environmental Science Associates
November 11,2024