HomeMy WebLinkAboutApplicant Second Amendment Scarlet Executed.pdf II
Docusign Envelope ID:B385EDA3-DOBD-44B4-A47A-F51ABB4BAD4D
1 SECOND AMENDMENT TO THE MITIGATION MONITORING REIMBURSMENT
2 AGREEMENT
3 RE Scarlet, LLC
4 This second amendment to the Mitigation Monitoring Reimbursement Agreement
5 (Second Amendment) is dated J jn 7, a-oab (Effective Date) and is between RE
6 Scarlet, LLC (Applicant) and the County of Fresno, a political subdivision of the State of
7 California (County). County and Applicant may be referred to individually as a "Party," or
8 collectively as "Parties," in this Second Amendment. Consultant is not a party to the
9 Agreement or Second Amendment.
10 RECITALS
11 A. County and Applicant previously entered into the Mitigation Monitoring
12 Reimbursement Agreement (Agreement) dated February 1, 2022, and was Amended on
13 October 18, 2023, under which the Applicant was to pay the County for the consultant services
14 of Helix Environmental Planning, Inc. (Consultant) in the implementing of a Mitigation
15 Monitoring and/or Reporting Plan and Condition Compliance Matrix (Monitoring Plan).
16 B. Applicant and County desire to the change in the scope of services and budget
17 pursuant to the previously entered and amended Agreement to pay the County for consultant
18 services.
19 C. Applicant and County desire to amend text in the Agreement as a result of the change
20 in the scope of services and budget.
21 D. Applicant understands that this Second Amendment will address and/or augment the
22 basic fees in subsection 2 (Reimbursement Obligation) and, pursuant to the Agreement, the
23 Applicant is still under contractual obligation to pay to the County for all services performed
24 by Consultant as compensation for services.
25 E. Applicant understands that this Second Amendment is sufficient to amend the
26 Agreement and that, when both parties have signed this Second Amendment, the Agreement,
27 First Amendment, and this Second Amendment shall be considered and shall constitute the
28 Agreement.
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1 F. Applicant understands that except as set forth in this Amendment, the Agreement is
2 unaffected and shall continue in full force and effect in accordance with its terms. If there is
3 conflict between this Second Amendment, the Agreement and the Second Amendment, the
4 terms of this Second Amendment will prevail.
5 G. Applicant understands that Consultant and County will adopt a second amendment to
6 the Consultant Agreement on the same date as this Second Amendment to reflect the change
7 in the scope of services and budget allocations for Contract Deliverables.
8 AMENDMENTS TO THE AGREEMENT
9 Applicant and County agree to amend the Agreement as follows:
10 1. CHANGES TO SCOPE OF WORK AS IDENTIFIED EXHIBIT 2
11 A. Exhibit 2, is deleted in its entirety and replaced with the amended Exhibit dated
12 October 2, 2025 as attached.
13 2. Section 2 of the Agreement located at page 2 line 11 through page 3 line 9 of
14 the First Amendment is deleted in its entirety and replaced with the following:
15 REIMBURSEMENT OBLIGATION. Applicant shall reimburse the County for all
16 reasonable costs incurred by the County in connection with staff time spent reviewing
17 and administering any materials related to the elements of the Monitoring Plan that
18 are applicable to the portion of the Project described under CUP No. 3555, including
19 those costs incurred to compensate the Third-Party Administrator ("Eligible Costs").
20 As used herein, "Third Party Administrator" means any consultant, contractor, or
21 other third party whose work-product gives rise to a cost for the County, or who is
22 hired by the Third-Party Administrator, in connection with implementation of the
23 Monitoring Plan. Third Party Administrator costs will be billed in accordance with
24 Amended Exhibit 2A of the consultant agreement and subject to a not-to-exceed
25 maximum of One Hundred Seventy Three Thousand Seven Hundred Forty Five
26 Dollars and No Cents($173,745). The County may request for further funds, pursuant
27 to reimbursing for reasonable costs incurred by the County in connection with staff
28 time, without requesting an amendment to this Agreement. Applicant shall, after
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1 receipt of a County invoice, to be delivered by email to Applicant at
2 madison.novak@edp.com madison.novak@edp.com remit to County such additional
3 amounts as specified in the invoice for further funds. There shall be no limit on the
4 number of requests Director may make to the Applicant to recover such amounts. If
5 upon termination of this Agreement the actual cost incurred by County under this
6 Agreement is less than the total amount of the payment by Applicant to County,
7 County will promptly refund such surplus funds to Applicant.
8 3. Duly Authorized. The Applicant represents and warrants to County that:
9 (1) Applicant is duly authorized and empowered to sign and perform its
10 obligations under this Second Amendment.
11 (2) The individual signing this Second Amendment on behalf of Applicant
12 is duly authorized to do so and his or her signature on this Second
13 Amendment legally binds Applicant to the terms of this Second
14 Amendment.
15 4. Electronic Signatures. The Parties agree that this Second Amendment may be
16 executed by electronic signature as provided in this section.
17 (1) An "electronic signature" means any symbol or process intended by
18 an individual signing this Second Amendment to represent their
19 signature, including but not limited to (a) a digital signature; (b) a
20 faxed version of an original handwritten signature; or(c) an
21 electronically scanned and transmitted (for example by PDF
22 document) version of an original handwritten signature.
23 (2) Each electronic signature affixed or attached to this Second
24 Amendment (a) is deemed equivalent to a valid original handwritten
25 signature of the person signing this Second Amendment for all
26 purposes, including but not limited to evidentiary proof in any
27 administrative or judicial proceeding, and (b) has the same force and
28 effect as the valid original handwritten signature of that person.
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Docusign Envelope ID:B385EDA3-DOBD-44B4-A47A-F51ABB46AD4D
1 (3) The provisions of this section satisfy the requirements of Civil Code
2 section 1633.5, subdivision (b), in the Uniform Electronic Transaction
3 Act (Civil Code, Division 3, Part 2, Title 2.5, beginning with section
4 1633.1).
5 (4) Each Party using a digital signature represents that it has undertaken
6 and satisfied the requirements of Government Code section 16.5,
7 subdivision (a), paragraphs (1) through (5), and agrees that each
8 other Party may rely upon that representation.
9 (5) This Second Amendment is not conditioned upon the Parties
10 conducting the transactions under it by electronic means and either
11 Party may sign this Second Amendment with an original handwritten
12 signature.
13 5. Counterparts. This Second Amendment may be signed in counterparts, each of
14 which is an original, and all of which together constitute this Second Amendment.
15 6. Provisions in Full Force. The Agreement as amended by this Second Amendment
16 is ratified and continued. All provisions of the Agreement and not amended by this
17 Second Amendment remain in full force and effect.
18 [Signature page follows.]
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Docusign Envelope ID:B385EDA3-DOBD-44B4-A47A-F51ABB4BAD4D
1 In witness whereof, the Parties are signing this Amendment as of the Effective Date.
2
3 APPLICANT: COUNTY OF FRESNO:
4 RE SCARLET, LLC
5 1501 MCKINNEY STREET, SUITE 1300
6 HOUSTON, TX 77010
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8 Signed by:
Ga�vtt l qmat
9 BY: BY:
of
10 GABRIEL YAMAL STEVEN E. WHITE PE, PLS
11 EXECUTIVE VICE PRESIDENT DIRECTOR
12 pS DEPARTMENT OF PUBLIC WORKS
13 AND PLANNING
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Docusign Envelope ID:B385EDA3-DOBD44B4-A47A-F51ABB4BAD4D
EXHIBIT 2A
HELIX Environmental Planning,Inc.
1180 Iron Point Road,Suite 130
Folsom,CA 95630
916.435.1205 tel HELIX
619.462.0552 fax
www.helixopi.com Environmental Planning
October 2, 2025
Tawanda Mtunga, Principal Planner
County of Fresno Department of Public Works and Planning
Development Services and Capital Projects Division
2220 Tulare Street,6`h Floor
Fresno,CA 93721
tmtunga@fresnocountyca.gov 1559.600.4256
Subject: Letter Proposal to Provide Environmental Compliance Monitoring Services for the Scarlet
Solar Phase III Environmental Compliance Project
Dear Mr. Mtunga:
HELIX Environmental Planning, Inc. (HELIX) is submitting this letter proposal to the County of Fresno
(County)to provide environmental compliance monitoring services for the Scarlet Solar Phase III Project
(Project) located approximately five miles west of the unincorporated community of Tranquility in
Fresno County(County), California. Phase III of construction is anticipated to commence in January 2026
and last approximately 12 months with construction estimated to be completed by January 2027. HELIX
proposes to provide third-party environmental compliance monitoring services as outlined in the
following scope of services.
SCOPE OF SERVICES
Task 1. Project Management
HELIX will continue to provide general project management services through Phase III of project
construction, including participating in meetings with the County and project applicant, internal
coordination and scheduling, reporting,and invoicing.This task assumes approximately one call per
month with the County and/or project applicant for the duration of construction.This task also includes
a quality assurance/quality control(QA/QC) review of deliverables.
Task 2. Third-Party Environmental Compliance Monitoring
During Phase III of project construction, HELIX will provide third-party compliance monitoring services to
review and document compliance with project mitigation measures (MM)and Conditions of Approval
(COA)as outlined in the Mitigation Monitoring and Reporting Plan (MMRP). HELIX will prepare an
environmental compliance spreadsheet to track individual tasks required for compliance with the MMRP
and COAs during construction of the project and identify who is responsible for implementation.The
construction contractor and project proponent will be responsible for implementing all MMs and COAs
Docusign Envelope ID:B385EDA3-DOBD-44B4-A47A-F51ABB4BAD4D
Letter to Mr. Mtunga Page 2 of 3
October 2,2025
as well as any associated documentation and reporting.The compliance monitor will be responsible for
conducting inspections to determine whether the construction contractor and project proponent are
implementing the MMs and COAs,and the appropriate documentation and reporting in accordance with
the MMRP and project conditions.The environmental compliance monitor is not responsible for
conducting the monitoring,documentation, and reporting in compliance with the individual measures
and conditions, and the monitor is not responsible for reviewing compliance with permits issued by
other agencies.
This task assumes the HELIX environmental compliance monitor will attend one pre-construction
meeting with the construction contractor at the project site,followed by monthly monitoring visits.The
environmental compliance monitor will conduct one monitoring visit per month for the duration of
construction,with up to four additional site visits assumed as described below to confirm corrective
actions for a total of up to 17 monitoring visits.
HELIX will provide County with an email within 72 hours of each visit to report conditions and
compliance with project MM and COA requirements. If issues with compliance are noted,the email will
indicate the issue,the person notified,and corrective actions implemented. Depending on the severity
of the issue,County may also be notified while the HELIX monitor is on the site.A noted corrective
action may require a follow-up visit by the HELIX monitor to document compliance (up to four follow-up
visits are assumed).These additional follow-up visits may also be implemented during periods of heavy
rain or if concerns about nesting birds are identified. If additional monitoring visits are needed beyond
the monthly visits and four follow-up visits discussed above,authorization of additional scope and
budget may be required.
At the conclusion of construction, a monitoring report documenting all environmental compliance
monitoring services will be provided to the County.
Deliverables:
• Email reports for each monitoring site visit to be sent within 72 hours of the site visit
• Environmental Compliance Construction Monitoring Report to be completed at the conclusion
of construction (electronic format)
COST ESTIMATE
HELIX submits this cost estimate not to exceed$38,970 which is provided below in a breakdown by task.
Task
Number Task Name Cost
1 Project Management $6,600
2 Third-Party Environmental Compliance Monitoring $32,370
TOTAL $38,970
HELIX
EXH I B T,2A PAGE 2 Environmental Planning
Docusign Envelope ID:B385EDA3-DOBD-44B4-A47A-F51ABB4BAD4D
Letter to Mr. Mtunga Page 3 of 3
October 2, 2025
ASSUMPTIONS AND LIMITATIONS
The following assumptions and limitations are a material component of this Proposal.
• Project applicant will provide HELIX with current available digital baseline data and project plans
for producing all maps and graphics, which should be submitted in one of the following
formats: .dxf, .dwg(AutoCAD), Agn (Microstation), .shp (ArcView shapefiles), .gdb (ArcGIS
geodatabase)or.kmz (Google Earth). In some cases, .pdf files will be acceptable.
• Costs associated with public meetings,worker trainings, biological surveys not specifically
described above, and/or permit preparation and processing("additional work")are not included
within the scope of services required of HELIX under this Proposal.
• The included scope and costs do not include any "contingency"funds to address unforeseen
circumstances where additional services may be required.
CONCLUSION
We look forward to working with you on this project. If you have any questions concerning this Proposal,
please contact me at LesleyO@helixepi.com.
Sincerely,
Lesley Owning
Environmental Planning Group Manager
EXHIBIT 2A PAGE 3 d
Environmental Planning