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HomeMy WebLinkAbout25776USING AGENCIES: Public Works COUN'lrY OF FRESNO C---m-x€-- 3. Pb 'CHASING DATE: 3/25/2009 THlS DCTRACT IS FOR REFERENCE AND INFORMATIONAL PURPOSES ONLY. ALL BUSINESS AND MANAGEMENT DECISIONS MUST BE GOVERNED BY THE UNDERLYING CONTRACT. ANY QUESTIONS MUST INCLUDE THE CONTRACT NUMBER AND BE ADDRESSED r TO THE COUN7Y'S PURCHASING OFFICE AT 456-7110. HO~CE CONTRACT NUMBER: P-09-106-J VENDOR NUMBER: 000000624411 CONTRACT TITLE: Outside Legal Se~ces NAME I ADDRESS: Goldfarb & Lipman LLP 1300 Clay St, 9th floor CONTRACT PERIOD: 1/26/2009 thru 112512012 Oakland, CA 94612 TERMS: DELIVERY TERMS: ------- - DEUMRY TIME: BUYER: J - Brian D. TamMin CONTftACT VALUE: $30,000.00 Maximum LOCATION: REPRESENTATIVE: Polly Marshall TELEPHONE: (510) 836-6336 FAX: (510) 836-1035 E-MAIL: -B€MwMewmm~ ------- 2 REQUISITION NO'S: 7289000003 ~ew C] Cancellation Reference: ~e-l short ~enn Tk mta: fl~n0ll o~djwbnent C] Evergreen Code: 444 0~dd0n Klll REPORTS: Nooe Org: 7208 Supersedes COMMODITIES, SERVICES OR MAINTENANCE COVERED UNDER THIS ACTION: Counsel advice for special projects in connection with affordable housing programs e.g. Neighborhood Stabilization Program (NSP), CDBG and home programs etc. See Agreement for hourly rates, fees and charges. SPECIAL CONDITIONS FOR USE: AUTOMATIC RENEWAL: In the absence of notification from vendor to Purchasing, or instnrctions from County department to Purchasing, this Agreement will automatically renew for one yea on January 26,2010 and January 26,201 1. AUIITOR: DEPARM: PlrblcWaks REQmsrnoNER: mpumaa Extract Page 1 of 1 I AGREEMENT NO: P-09-106-J AGREEMENT FOR SPECIALIZED LEGAL SERVICES (SPECIAL AFFORDABLE HOUSING COUNSEL SERVICES FOR SPECIAL PROJECTS - FISCAL YEAR 2008-09) 1 2 3 4 5 6 7 8 9 10 1 1 12 13 14 15 16 17 18 19 20 2 1 22 23 24 25 e 26 27 -7 1 THIS AGREEMENT (the "Agreement") is made and entered into this of IMK k-L- ,2009, by and between the COUNTY OF FRESNO, a political subdivision of the State of California, hereinafter referred to as "COUNTY," and the law firm of GOLDFARB & LIPMAN, LLP, hereinafter referred to as "ATTORNEY ." WITNESSETH: WHEREAS, COUNTY may, from time to time, have the need to seek the advice of counsel for special projects in connection with affordable housing programs, including but not limited to the Neighborhood Stabilization Program (NSP), CDBG, and HOME programs, and issues related thereto; WHEREAS, COUNTY wishes to engage the specialized legal services,of affordable housing counsel who is expert in legal matters concerning such issues; and WHEREAS, ATTORNEY represents that it is specially trained and experienced, and that it possesses such expertise; and WHEREAS, such specialized legal services are either not available or expected not to be available in COUNTY'S Office of the County Counsel. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein described, the parties hereto agree as follows: 1. Emplownent of Attorney: COUNTY hereby hires ATTORNEY as an independent contractor through the services of the following key person(s): Polly Marshall, Esq., partner of ATTORNEY; and Heather Gould, Esq., partner of ATTORNEY; and such other partners of, and associate lawyers and staff members employed by, ATTORNEY as ATTORNEY deems necessary, and which COUNTY'S County Counsel ("County Counsel"), or his designee, approves pursuant to paragraph 3 of this Agreement, except that the foregoing key persons may, fiom time to time, * AGREEMENT NO: P-09-106-J consult with such of ATTORNEY'S other lawyers on a "limited basis" (as hereinafter defined) as ATTORNEY reasonably deems prudent and necessary under the circumstances. It is understood that ATTORNEY may not replace any of the aforementioned key persons named above without the prior, express, written approval of County Counsel, or his designee. In case of death, illness or other incapacity of any of the foregoing key persons, ATTORNEY shall provide a replacement of at least equal professional ability and experience as the key person replaced. A. Scope of Work: From time to time, County Counsel, or his designee, may request ATTORNEY to perform legal services in connection with affordable housing programs. Initially, ATTORNEY shall provide services concerning the Neighborhood Stabilization Program (NSP), including drafting and assistance in the adoption of a County ordinance, authorizing acquisition, rehabilitation, and disposition of foreclosed property, if determined to be necessary for County NSP implementation. Upon County Counsel's, or his designee's, written request to perform such services, and ATTORNEY's written acknowledgment that ATTORNEY will provide such services, ATTORNEY shall perform such services pursuant to the terms and conditions of this Agreement. Notwithstanding the foregoing provisions of this subparagraph 1 .A., in the event of exigent circumstances, County Counsel may make such request orally, and County Counsel and ATTORNEY shall within a reasonable time thereafter document such request for services and acknowledgment thereof. B. Authorization to Proceed With Work: For each project, ATTORNEY shall commence performance of services upon receiving authorization to proceed with work from the County Counsel, or his designee. 2. Performance by Attorney: ATTORNEY agrees to timely perform all services provided under this Agreement. ATTORNEY agrees to avoid unnecessary duplicative efforts on the part of ATTORNEY and ATTORNEY'S partners, associate lawyers, and staff members in ATTORNEY'S performance of services for the COUNTY hereunder. COUNTY shall not be obligated to compensate ATTORNEY for intra-office conferences between or among ATTORNEY's partners, associate lawyers, and staff members, unless such AGREEMENT NO: P-09-106-J intra-office conferences promote efficiency in the performance of ATTORNEYS work on a matter, or a reduction in the cost of compensation paid or reimbursement made for related, reasonable and necessary, out-of-pocket expenses to ATTORNEY, or both. In the performance of the tasks identified in paragraph 1 under this Agreement, ATTORNEY shall provide only those services which are necessary to cany out such tasks in an efficient and effective manner. ATTORNEY shall provide lawyers who possess the following qualities and skills: A. the lawyer possesses a high level of professional ethics and personal integrity, and exercises good judgment; B. the lawyer has experience and expertise in the particular water matter for which he or she is providing services; C. the lawyer has exceptional technical legal skills; D. the lawyer vigorously represents COUNTY so that COUNTY'S best interests are served; E. the lawyer efficiently and timely completes assigned tasks; F. the lawyer is reasonably available when County Counsel, or his designee, needs to consult with the lawyer on short notice; G. the lawyer anticipates potential problems and advises County Counsel regarding same; H. the lawyer explains complex affordable housing concepts to County Counsel, or his designee, so that County Counsel, or his designee, has a clear and complete understanding of the relevant issues and facts of a matter; and I. the lawyer cooperates with County Counsel, or his designee, and other members of the affordable housing matters team on the specific project, if any there is, including amicably resolving disputes, if any, among team members to the satisfaction of County Counsel, or his designee. 3. Compensation of ATTORNEY: COUNTY shall be obligated to compensate AGREEMENT NO: P-09-106-J ATTORNEY pursuant to the terms and conditions of this Agreement only for the performance of those tasks, to the reasonable satisfaction of COUNTY, which are related to the subject matter of this Agreement. It is understood that COUNTY shall not be obligated to compensate ATTORNEY for any work, services, or functions performed by ATTORNEY: (i) in seeking to obtain COUNTY'S business or negotiating with COUNTY to enter into this Agreement or (ii) in providing COUNTY with documentation, explanations, or justifications concerning the adequacy or accuracy of its invoices for the performance of services under this Agreement and resolving same to the reasonable satisfaction of COUNTY. COUNTY agrees to pay and ATTORNEY agrees to accept as full compensation for performance of tasks under this Agreement ATTORNEY'S public entity or public purpose rates for local governmental entities, according to ATTORNEY'S Rate table, a copy of which is attached hereto and incorporated by this reference as Exhibit "A", e.g., the following sum per hour per person: Partner: Polly Marshall, Esq. Heather Gould, Esq. Associate: Barbara Kautz, Esq. $245.00 The foregoing lawyers may, fiom time to time, consult with such of ATTORNEY'S other lawyers on a "limited basis" as ATTORNEY reasonably deems prudent and necessary under the circumstances, and ATTORNEY may also, upon the written approval of County Counsel, or his designee, provide additional partners of, or associate lawyers employed by its firm to perform significant services under this Agreement, provided that such additional persons who are consulted or who provide significant services are compensated by COUNTY for performance of tasks under this Agreement at a rate not to exceed each such person's customary billing rate per hour for local governmental entities. Notwithstanding anything stated to the contrary in this paragraph, the term "limited basis," as provided herein shall mean fifteen (15) hours or less worked per month or AGREEMENT NO: P-09-106-J fraction thereof. ATTORNEY shall incur various costs and expenses in performing legal services under this Agreement. ATTORNEY represents it has covered and included in its Rates the cost of normal photocopying, long distance telephone calls, postage and other small miscellaneous expenses as to which individual itemization is impractical. ATTORNEY shall be reimbursed for all other reasonable, and necessary out-of-pocket expenses, as follows: expert consultant and investigation fees if pre-authorized by COUNTY in writing; deposition transcripts; document databasing if requested by COUNTY; computerized legal research; filing fees; courier charges; unusual photocopying expenses; in-State travel, including airfare, air charter, mileage at the IRS reimbursement rate, lodging, meals, and all such directly-related expenses. It is understood that ATTORNEY shall not be reimbursed for its normal office operating expenses, with the exception of those charges and expenses stated in the immediately preceding paragraph of this Agreement. In addition, ATTORNEY shall not be reimbursed for such services performed or expenses incurred, regardless of whether such tasks are performed or expenses are incurred by ATTORNEY'S partners, associate lawyers, or anyone else. It is understood that ATTORNEY shall not pass through any secretarial or clerical services, including overtime, such services being included in the ATTORNEY'S Rate. Notwithstanding the foregoing, if secretarial overtime costs are required due to unanticipated time constraints or other urgencies that arise in the COUNTY'S matter, ATTORNEY may request limited pre-authorization for the incurring of such overtime, which COUNTY may grant in advance, through the County Counsel or designee, depending on the situation then at hand. ATTORNEY'S Rates (Exhibit "A") are subject to periodic review, and may be adjusted periodically by ATTORNEY, but no more frequently than annually. At least Thirty (30) days prior to any proposed annual adjustment, ATTORNEY shall send COUNTY a proposed revision of Exhibit "A" before effectuating any such adjustment. Notwithstanding the foregoing, no annual revision or adjustment of Exhibit "A" as it is attached hereto shall occur prior to July 1,2009, with the required minimum Thirty (30) days' notice thereof occurring prior thereto; each succeeding AGREEMENT NO: P-09-106-J 1 annual revision, if any there is, shall occur no earlier than July 1 of each succeeding calendar year, 2 subject to the required minimum Thirty (30) days7 notice described hereinabove. ATTORNEY 3 shall exert every effort to give COUNTY more than the minimally required Thirty (30) days7 prior 4 notice of an impending Public Purpose Rate adjustment, prior to the indicated date, in recognition 5 that COUNTY'S Fiscal Year commences upon July 1, in that adjustments of the Public Purpose 6 Rate may adversely impact COUNTY'S ability to budget for any increase. 7 IN NO EVENT SHALL THE MAXIMUM AMOUNT PAID TO ATTORNEY AS 8 COMPENSATION FOR ATTORNEY'S SERVICES PEWORMED HEREUNDER AND 9 AS REIMBURSEMENT OF RELATED, REASONABLE AND NECESSARY OUT-OF- 10 POCKET EXPENSES EXCEED THIRTY THOUSAND AND NO1100 DOLLARS 11 ($30,000.00) UNDER THIS AGREEMENT, PROVIDED HOWEVER, IF COUNTY 12 RECEIVES ANY REIMBURSEMENT FROM THIRD PARTIES FOR PAYMENTS 13 MADE BY COUNTY TO ATTORNEY, SUCH PAYMENTS BY COUNTY SHALL NOT 14 BE COUNTED IN CALCULATING THE MAXIMUM AMOUNT THAT MAY BE PAID 15 TO ATTORNEY. 16 4. Pament and Record-keeping: Subject to paragraph 3 of this Agreement, payment 17 of compensation for the services provided under this Agreement and reimbursement for related, 18 reasonable and necessary out-of-pocket expenses incurred shall be made by COUNTY after 19 submission of an itemized invoice by ATTORNEY to the County Counsel no later than the 20 thirtieth (30th) day following the end of the month in which such services were rendered or 2 1 expenses incurred. All payments of compensation and reimbursement for expenses incurred in 22 connection therewith shall be made by COUNTY no later than forty-five (45) days following the 23 date that the COUNTY receives a properly completed invoice requesting the payment for such 24 services rendered and expenses incurred. 2 5 All such invoices accurately shall reflect the tasks performed by ATTORNEY under this 26 Agreement. In addition, all such invoices shall have sufficient detail as may be required by 27 COUNTY'S Auditor-Controller/Treasurer-Tax Collector, including, but not limited to: . . Agreement; AGREEMENT NO: P-09-106-J A. The specific nature of each task performed as services under this B. The name of the partner or associate lawyer performing each such task; C. The number of hours worked by each such person for each such task, in the nearest one-tenth hour; D. The hourly rate per each such person performing each such task; and E. The related, reasonable and necessary, out-of-pocket expenses incurred, as provided for in paragraph 3 of this Agreement. In addition to the requirements of this paragraph 4 of this Agreement, each invoice shall set forth a summary of hours worked by each partner and associate lawyer for the applicable billing period. Furthermore, each such invoice shall set forth the product of such summary of hours worked by each person multiplied by such person's billing rate, as set forth herein (e.g., Ms. Marshall's total hours worked = 10.1 hours; Ms.Marshall's hourly billing rate is $250.00; 10.1 hours x Ms. Marshall's billing rate of $250.00 per hour = $2,525.00). In preparing invoices, ATTORNEY shall segregate each task performed on a daily basis. If requested by County Counsel, or his designee, ATTORNEY shall segregate work performed and related, reasonable and necessary, out-of-pocket expenses incurred on the basis of each project. ATTORNEY shall not combine unrelated tasks as a single entry in lieu of setting forth the hours of work performed by a partner, associate lawyer, or staff member on each specific task. ATTORNEY shall prepare its invoices in an organized manner that facilitates an efficient review of the services performed and the expenses incurred in order to provide COUNTY with a 1 I clear and complete understanding of how much time was devoted to specific tasks and projects, and the cost associated therewith. ATTORNEY shall keep complete records of the services provided, as described in this paragraph 4 of this Agreement, together with all related reasonable and necessary, out-of-pocket expenses applicable to the work provided under this Agreement. COUNTY'S Auditor- Controller/Treasurer-Tax Collector, or his or her duly authorized representatives, shall be given AGREEMENT NO: P-09-106-J . r reasonable access to all of these records for the purposes of audit of this Agreement. I ( In addition, ATTORNEY shall be subject to the examination and audit of such records by the Auditor General for a period of three (3) years after final payment under this Agreement (Gov. Code, $ 8546.7). Term of Ameement: Regardless of the date entered on page 1, line 5, this Agreement shall be effective as of / * . This Agreement shall continue in full force and effect unless and until it is terminated by either or both parties. Either party may terminate this Agreement at any time, either in whole or in part. However, if ATTORNEY elects to terminate this Agreement, COUNTY'S rights under any pending matter which may arise fiom ATTORNEY'S services hereunder shall not be prejudiced due to such termination as required by the Rules of Professional Conduct of the State Bar of California. Subject to paragraph 3 of this Agreement, ATTORNEY shall be paid for all services performed to the date of termination of this Agreement, which are done to the reasonable satisfaction of COUNTY. 6. Independent Contractor: In performance of the work, duties and obligations assumed by ATTORNEY under this Agreement, it is mutually understood and agreed that ATTORNEY, including any and all of ATTORNEY'S officers, agents, and employees will at all times be acting and performing as an independent contractor, and shall act in an independent capacity and not as an officer, agent, servant, employee, joint venturer, partner, or associate of COUNTY. Furthermore, COUNTY shall have no right to control or supervise or direct the manner or method by which ATTORNEY shall perform its obligations under this Agreement. However, COUNTY shall retain the right to administer this Agreement so as to verify that ATTORNEY is performing its obligations in accordance with the terms and conditions thereof. ATTORNEY and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any, of governmental authorities having jurisdiction over matters of the subject thereof. Because of its status as an independent contractor, ATTORNEY shall have absolutely no right to employment rights and benefits available to COUNTY employees. ATTORNEY shall be AGREEMENT NO: P-09-106-J solely liable and responsible for providing to, or on behalf of, its employees all legally-required employee benefits. In addition, ATTORNEY shall be solely responsible and save COUNTY I harmless from all matters related to payment of ATTORNEY'S employees, including compliance I with social security, withholding, and all other regulations governing such matters. It is I acknowledged that during the term of this Agreement, ATTORNEY may be providing services to 1 others unrelated to COUNTY or to this Agreement. Hold Harmless: ATTORNEY shall hold COUNTY, its officers, agents, and 1 employees harmless and indemnify and defend COUNTY, its officers, agents, and employees I I against payment of any and all costs and expenses, claims, suits, losses, damages, and liability arising fiom or arising out of any actual or alleged negligent or wrongful acts or omissions of ATTORNEY, including its partners, officers, agents, and employees, in performing or failing to perform the services provided herein. COUNTY'S receipt of any insurance certificates required herein does not in any way relieve the ATTORNEY fiom its obligations under this paragraph 7 of this Agreement. 8. Insurance: Without limiting COUNTY'S rights under paragraph 7 of this Agreement, or against any third parties, ATTORNEY, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the entire term of this Agreement: A. A policy of professional liability insurance with limits of coverage of not less than Ten Million and No1100 Dollars ($10,000,000.00) per covered event; B. A policy of comprehensive general liability insurance with limits of coverage of not less than One Million and No1100 Dollars ($1,000,000.00) per occurrence. (Such insurance shall include automobile insurance coverage, provided however, if ATTORNEY maintains comprehensive general liability insurance that does not cover a loss in connection with an automobile, ATTORNEY shall also obtain and maintain automobile liability insurance coverage with limits of coverage of not less than One Hundred Thousand and No11 00 Dollars ($1 00,000.00) per person and Three Hundred Thousand and No11 00 Dollars ($300,000.00) per occurrence); and AGREEMENT NO: P-09-106-J C. A policy of workers compensation insurance as is required by the 2 California Labor Code, providing full statutory coverage. I I All such insurance policies shall be issued by insurers who at least have an A.M. Best 4 rating of A FSC VII or better and shall be acceptable to COUNTY's Personnel Services Manager, I I 5 Risk Management Division. In addition, the comprehensive general liability insurance policy (and, I1 6 11 the automobile liability insurance policy, if such policy is at any time maintained separately from 7 the comprehensive general liability insurance policy) shall name the COUNTY, its officers, agents, I I 8 and employees, individually and collectively, as additional insureds, but only insofar as the I I 9 operations under this Agreement are concerned. Such coverage for additional insureds shall apply I I 10 as primary insurance and any other insurance, or self-insurance, maintained by the COUNTY, its I I 1 1 I I officers, agents, and employees, shall be excess only and not contributing with such insurance 12 provided under ATTORNEY'S policies herein. This insurance shall not be canceled, reduced, or I I 13 changed without a minimum of thirty (30) calendar days advance, written notice given to County I I 14 Counsel (at the address for notices to County Counsel provided herein) and to COUNTY's I I 15 Personnel Services Manager, Risk Management Division, at the following address: I I Personnel Services Manager, Risk Management Division COUNTY OF FRESNO 2220 Tulare Street, 16th Floor Fresno, CA 93721 I I ATTORNEY shall provide to County Counsel a certificate of insurance for all the 19 I I foregoing policies and an endorsement to ATTORNEY'S comprehensive general liability insurance 20 policy (and, to the automobile liability insurance policy, if such policy is at any time maintained 21 separately from the comprehensive general liability insurance policy) naming COUNTY as an 22 additional insured, as stated above, which are acceptable to COUNTY's Personnel Services 23 Manager, Risk Management Division, evidencing proof of such insurance coverages required 24 herein prior to performing any services under this Agreement. 2 5 In addition to its obligations set forth hereinabove, ATTORNEY agrees that it shall 26 maintain, at its sole expense, in full force and effect for a period of three (3) years following the 27 AGREEMENT NO: P-09-106-J termination of this Agreement a policy of professional liability insurance with limits of coverage of not less than Ten Million and No11 00 Dollars ($10,000,000.00) per claim; provided, however, in the event that ATTORNEY does not maintain such policy of insurance for such entire three (3) year period, ATTORNEY shall maintain, at its sole expense, in full force and effect extended claims reporting coverage insurance in lieu thereof in the amount of not less than Ten Million and No11 00 Dollars ($1 0,000,000.00). If either the professional liability or comprehensive general liability insurance policies (or, the automobile liability insurance policy, if such policy is at any time maintained separately from the comprehensive general liability insurance policy) required to be maintained pursuant to this paragraph 8 of this Agreement, or both (or all of them, as the case may be), have a self-insured retention, such self-insured retentions shall be funded by ATTORNEY and approved by COUNTY'S Personnel Services Manager, Risk Management Division. 9. Ameement is Binding Upon Successors: This Agreement shall be binding upon COUNTY and ATTORNEY and their successors, executors, administrators, legal representatives, and assigns with respect to all the covenants and conditions set forth herein. 10. Assignment and Subcontracting: Notwithstanding anything stated to the contrary in paragraph 9 of this Agreement, neither party hereto shall assign, transfer, or sub-contract this Agreement nor its rights or duties hereunder without the written consent of the other. 11. Amendments: This Agreement may only be amended in writing signed by the parties hereto. 12. Conflict of Interest: ATTORNEY promises, covenants, and warrants that, after having performed a reasonable investigation, the performance of its services and representation to COUNTY under this Agreement do not result in a "conflict of interest" as that term is used in the Rules of Professional Conduct of the State Bar of California; provided, that COUNTY and ATTORNEY acknowledge that ATTORNEY has disclosed that ATTORNEY represents the City of Fresno Housing Authority in affordable housing programs, including tax credits; City of Fresno Redevelopment Agency, on the Forest City project; and has discussed, with the City of Fresno AGREEMENT NO: P-09-106-J Redevelopment Agency, reporting requirements imposed by recent laws which require Redevelopment Agencies to report to the County Auditor information regarding school district and other pass-throughs, which pre-existing clients and matters shall be referred to in a group, as "ATTORNEY's Identified Pre-existing Clients and Matters". ATTORNEY represents that it does not have conflicts of interest with respect to services and matters that are specifically identified by the parties hereto within the scope of this Agreement. COUNTY agrees that, as to ATTORNEY's Identified Pre-existing Clients and Matters, COUNTY believes they shall not affect ATTORNEY'S ability to represent COUNTY with respect to services and matters that are specifically identified within the scope of this Agreement. In the event that a future potential conflict arises between ATTORNEY's representation of ATTORNEY'S Identified Pre-existing Clients and Matters and COUNTY, ATTORNEY and COUNTY will discuss the potential need to withdraw from or terminate this Agreement, and/or a waiver of any such potential conflict. COUNTY agrees that in the event of any such withdrawal or termination, COUNTY expressly waives any conflict regarding ATTORNEY's continued representation of ATTORNEY's Identified Pre-existing Clients and Matters and that COUNTY shall not object to ATTORNEY's continued representation of ATTORNEY's Identified Pre-existing Clients and Matters. COUNTY agrees that ATTORNEY's representation of COUNTY on this matter or matters for COUNTY shall not affect ATTORNEY'S ability to represent ATTORNEY's Identified Pre-existing Clients on any unrelated matter for such client. In the event a future potential "conflict of interest" occurs, COUNTY and ATTORNEY will discuss the potential need to withdraw fiom or terminate this Agreement, andlor a waiver of any such potential conflict. ATTORNEY will request COUNTY'S Board of Supervisors to waive such "conflict of interest" on a case-by-case basis. 13. Further Assurances by ATTORNEY: ATTORNEY represents that it has read and is familiar with Government Code $$ 1090 et seq. and $9 871 00 et seq. ATTORNEY promises, covenants, and warrants that, after having performed a reasonable investigation, the performance of its services under this Agreement shall not result in or cause a violation by it of Government Code $5 1090 et seq. and $9 87100 et seq. AGREEMENT NO: P-09-106-J 14. Compliance With Laws: ATTORNEY shall comply with all federal, state, and 2 local laws and regulations applicable to the performance of its obligations under this Agreement. I I 11 15. Notices: The persons and their addresses having authority to give and receive 4 notices under this Agreement include the following: I I COUNTY County Counsel COUNTY OF FRESNO 2220 Tulare Street, 5th Floor Fresno, CA 9372 1 Phone: (559) 488-3479 Facsimile: (559) 488-1 900 ATTORNEY Polly Marshall, Esq. Goldfarb & Lipman& LLP 1300 Clay Street, 9 Floor Oakland, CA 946 12 Phone: (5 10) 836-6336 Facsimile: (5 10) 836-1035 Any and all notices between COUNTY and ATTORNEY provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to one of the parties, or in lieu of such personal service, when deposited in the United States Mail, postage prepaid, addressed to such party. Any notices to be given or provided for under this Agreement are not modifications or changes of this Agreement. 16. Venue and Governing Law: The parties agree, that for purposes of venue, performance under this Agreement is to be in Fresno County, California. The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed in all respects by the laws of the State of California. 17. Entire Anreement: This Agreement constitutes the entire agreement between COUNTY and ATTORNEY with respect to the specialized legal services to be provided herein and supersedes any previous agreement concerning the subject matter hereof, negotiations, proposals, commitments, writings, or understandings of any nature whatsoever unless expressly included in this Agreement. If any part of this Agreement is found violative of any law or is found to be otherwise legally defective, ATTORNEY and COUNTY shall use their best efforts to replace that part of this Agreement with legal terms and conditions most readily approximating the original intent of the AGREEMENT NO: P-09-106-J parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. ATTORNEY: COUNTY: GOLDFARB & LIPMAN, LLP COUNTY OF FRESNO, a political BY ?hfi,. N,d4- Polly V.Warshal1, Esq. //Jfp' Taxpayer ID No.: 94-24372 10 ORG: 7208 FUND: 000 1 ACCOUNT: 7295 Purchasing Supervisor APPROVED AS TO ACCOUNTING FORM: VICKI CROW, C.P.A., AUDITOR-CONTROLLER/TREASURER- TAX COLLECTOR REVIEWED AND RECOMMENDED FOR APPROVAL: APPROVED AS TO LEGAL FORM: KEVIN B. BRIGGS INTE#M COUNTY COUNSEL G:\Attorney\scoberly\CDBGWSP\Goldfarb & Lipman (SPEC PROJECTS HOUSING) AGMT.doc January 29,2009 5:30PM