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Agreement A-15-530 with Mintier-Harnish LP.pdf
Agreement No. 15-530 15-1280 1 CONSULTANT AGREEMENT 2 THIS AGREEMENT is made and entered into this L day of 06tL-V,,y- 2015, 3 by and between the COUNTY OF FRESNO, a political subdivision of the State of 4 California, hereinafter referred to as the "County", and the consulting firm of Mintier- 5 Hamish, a Limited Partnership, hereinafter referred to as the "Consultant". 6 WITNESSETH 7 WHEREAS, the Consultant has been selected to prepare an Environmental 8 Impact Report (EIR) on behalf of the County for a proposal submitted by the County of 9 Fresno. The Five Year Review of the General Plan and the Update of the Zoning 10 Ordinance hereinafter referred to as the Proposed Project consists of expanding the 11 current General Plan Five-Year Review and comprehensive Zoning Ordinance 12 Update process to address recent policy direction given by the Board of Supervisors, 13 address recent changes to State planning law and provide an update to the 2000 14 General Plan Background Report, prepare a Program Environmental Impact Report 15 (PEIR), and conduct additional public meetings with the Planning Commission and 16 Board of Supervisors. A copy of the Project Description is attached hereto as Exhibit 17 "A"; and 18 WHEREAS, the Consultant understands that the California Environmental 19 Quality Act (CEQA) requires that the EIR prepared for the project reflect the 20 independent judgment of the lead agency; and '21 WHEREAS, the Consultant understands that it must meet the requirements for 22 an interdisciplinary approach in the preparation of the EIR, as specified in Article 9 of 23 the CEQA Guidelines (Section 15120 — 15132), and that the Consultant must have no 24 interest, financial or otherwise, in the outcome of the Proposed Project or any related 25 projects; and, 26 WHEREAS, the Consultant represents that it is qualified, able and willing to 27 prepare a legally adequate EIR and to otherwise deliver the necessary environmental 28 1 1 consulting services as are required by the County and as are required by law for the 2 Project, which representation the County specifically relies upon; and, 3 WHEREAS, the Director of the Fresno County Department of Public Works and 4 Planning (Director) is responsible for the environmental documents prepared for the 5 Project. 6 NOW, THEREFORE, in consideration of the Covenants and Conditions set 7 forth herein, the parties agree as follows: 8 This Agreement shall become effective upon execution hereof by the parties 9 hereto and shall terminate following Final payment under the Agreement. 10 1. Obligations of the Consultant 11 A. Consultant shall not initiate any work associated with this 12 agreement unless and until receipt of a Notice to Proceed is issued by the County. 13 Upon Consultant's receipt of written request by the County to proceed with identified 14 work, the Consultant shall prepare, an EIR for the Proposed Project which shall 15 comply with CEQA and conform to the Work Program, which is attached hereto and 16 as Exhibit "B" and incorporated herein by reference, and the Work Schedule, which is 17 attached hereto as Exhibit "C", and incorporated herein by this reference. 18 B. The Consultant shall review all background information, prior 19 technical studies and other studies supplied by the County for evaluation in the EIR, 20 and the Consultant or his Sub-consultants shall revise and/or prepare any studies 21 determined to be inadequate or incomplete. 22 C. The Consultant shall not revise the approved Work Program, 23 Work Schedule or replace any Sub-consultant selected to prepare any part of the EIR 24 without the prior written consent of the Director. The Consultant Project Manager 25 shall be Ted Holzem, email ted(H0intierharnish.com . Any changes to the Consultant 26 Project Manager will require prior written consent of the Director. 27 D. The Consultant shall at most conduct two (2) scoping meetings 28 2 1 for the Notice of Preparation (NOP), and at most one (1) public meeting for the Draft 2 EIR. 3 2. Obligations of the County 4 A. The County shall make available to the Consultant all documents, 5 studies, and other information, not otherwise confidential or privileged, in its 6 possession related to the project. 7 B. The County shall review Consultant's work and provide comments to 8 the Consultant within the time frames specified in Exhibit C. 9 C. The County shall arrange for publication of the NOP, mail required 10 notices to public agencies and interest groups. 11 D. The County will work with the Consultant to make arrangements for 12 meetings with the public agencies and the public and the County requests the 13 Consultant to conduct such meetings. 14 E. The deadlines for performance by the County or its officers and 15 employees set forth herein are directory only, and the failure of the County to meet 16 such deadlines shall not be a breach of this Agreement. The County shall exercise 17 good faith to meet all deadlines, and shall promptly notify the Consultant of any 18 delays. 19 3. Compensation 20 A. Basic Fee: For the services performed by the Consultant 21 pursuant to this Agreement, the County shall pay the Consultant a basic fee which 22 shall be a flat fee in the total sum of Seven Hundred Twenty-Four Thousand, Six 23 Hundred and Fifty Dollars ($724,650.00). This flat fee is the entire consideration to be 24 paid by the County to the Consultant for all services performed by the Consultant, 25 except as otherwise provided in Subsection ID of this Agreement. The total charge 26 for Extra Services shall not exceed the sum of One Hundred Twenty-Five Thousand, 27 Three Hundred and Fifty Dollars ($125,350.00). Exhibit B-3 attached to this 28 3 1 agreement, is the detailed budget for the work to be performed including contingency. 2 In the event the parties hereto disagree as to whether certain services are included in 3 the basic fee, the Director shall, in the Director's reasonable discretion, make the 4 determination as to the characterization of such services. The Director will be guided 5 by, but not be required to follow the Consultant's Work Program as found in Exhibit 6 "B" of this Agreement in determining whether certain services are included in the 7 basic fee. The Directors determination shall be conclusive and binding upon the 8 parties hereto. 9 B. Contract Deliverables: Consultant and County agree that the EIR 10 shall be prepared in phases that shall consist of nine (9) Contract Deliverable 11 increments. A Contract Deliverable shall be considered to have been completed only 12 after all the tasks identified for that Contract Deliverable have been completed to the 13 satisfaction of the County. All Tasks shall be completed according to Exhibit "B" Work 14 Program, including the Table attached to Exhibit "B," B-2. Upon completion of a 15 Contract Deliverable and delivery to the County, the Consultant may submit an 16 invoice for that Contract Deliverable. The Director or his designee must first accept a 17 Contract Deliverable in writing before the Consultant's invoice for payment can be 18 accepted for processing. The County is not required to pay the Consultant or to 19 process an invoice until the Director accepts the applicable Contract Deliverable. 20 (1) Contract Deliverable I shall consist of all work performed 21 by the Consultant to complete Task 1.1, Administrative Draft Background Report 22 (40%), Ongoing Project Management, Coordination Meetings, Invoicing, Printing 23 Materials and Reports, Travel Expenses and Transmittal Expenses as identified in the 24 Exhibit "B" Work Program and acceptance of the foresaid documents by the County. 25 (2) Contract Deliverable 11 shall consist of all work performed 26 by the Consultant to complete Task 1.1, Administrative Draft Background Report 27 (40%), Ongoing Project Management, Coordination Meetings, Invoicing, Printing 28 4 1 Materials and Reports, Travel Expenses and Transmittal Expenses as identified in the 2 Exhibit "B" Work Program and acceptance of foresaid documents by the County. 3 (3) Contract Deliverable III shall consist of all work performed 4 by the Consultant to complete Task 1.1, Administrative Draft Background Report 5 (20%), Task 1.2, Public Review of Draft Background Report, Ongoing Project 6 Management, Coordination Meetings, Invoicing, Printing Materials and Reports, 7 Travel Expenses and Transmittal Expenses as identified in the Exhibit "B" Work 8 Program, and acceptance of foresaid documents by the County. 9 (4) Contract Deliverable IV shall consist of all work performed 10 by the Consultant to complete Task 2.1, Admin Draft Policy Revisions, Task 2.2, 11 Public Review of Draft Policy Document Revisions, Task 3.1 Public Review of Draft 12 Zoning Ordinance, and General Plan Consultation and Referrals Matrix, Ongoing 13 Project Management, Coordination Meetings, Invoicing, Printing Materials and 14 Reports, Travel Expenses and Transmittal Expenses as identified in the Exhibit "B" 15 Work Program, and acceptance of foresaid documents by the County. 16 (5) Contract Deliverable V shall consist of all work performed 17 by the Consultant to complete Task 3.2, Planning Commission Study Session, Task 18 3.3, Board of Supervisors Study Session, Task 3.4, Revised Public Review of 19 General Plan and Zoning Ordinance, Task 4.1, Draft and Final Notice of Preparation, 20 Task 4.2, Scoping Meeting, Ongoing Project Management, Coordination Meetings, 21 Invoicing, Printing Materials and Reports, Travel Expenses and Transmittal Expenses 22 as identified in the Exhibit "B" Work Program and acceptance of foresaid documents 23 by the County. 24 (6) Contract Deliverable VI shall consist of Task 4.3, 25 Administrative Draft and Screencheck Draft Program EIR (50%), Ongoing Project 26 Management, Coordination Meetings, Invoicing, Printing Materials and Reports, 27 Travel Expenses and Transmittal Expenses as identified in the Exhibit "B" Work 28 5 1 Program and acceptance of foresaid documents by the County. 2 (7) Contract Deliverable VI shall consist of Task 4.3, 3 Administrative Draft and Screencheck Draft Program EIR (50%), Ongoing Project 4 Management, Coordination Meetings, Invoicing, Printing Materials and Reports, 5 Travel Expenses and Transmittal Expenses as identified in the Exhibit "B" Work 6 Program and acceptance of foresaid documents by the County. 7 (8) Contract Deliverable VII shall consist of Task 4.4, Draft 8 Program EIR, Task 4.5, Draft and Final Response to Comments, Task 4.6, Draft and 9 Final Mitigation Monitoring and Reporting Program, Ongoing Project Management, 10 Coordination Meetings, Invoicing, Printing Materials and Reports, Travel Expenses 11 and Transmittal Expenses as identified in the Exhibit "B" Work Program and 12 acceptance of foresaid documents by the County. 13 (9) Contract Deliverable Vill shall consist of Task 5.1, Final 14 Program EIR, Task 5.2, Screencheck and Final General Plan and Zoning Ordinance, 15 Task 5.3, Planning Commission Public Hearings (3), Task 5.4, Board of Supervisors 16 Public Hearing (3), Ongoing Project Management, Coordination Meetings, Invoicing, 17 Printing Materials and Reports, Travel Expenses and Transmittal Expenses as 18 identified in the Exhibit "B" Work Program and acceptance of foresaid documents by 19 the County. 20 (10) Upon receipt of a proper invoice following acceptance of a 21 Contract Deliverable, pursuant to 3.13 the County will take a maximum of ten (10) 22 calendar days to review, approve and submit the invoice to the County Auditor- 23 Controller/Treasurer-Tax Collector. Invoices will be paid to the Consultant within 24 forty-five (45) calendar days after receipt of an approved invoice by the County 25 Auditor-Controller/Treasurer Tax Collector. This total sum shall be paid to the 26 Consultant as follows: 27 N 28 6 1 (a) Contract Deliverable 1 2 The first payment to the Consultant shall consist of 3 Seventy-Nine Thousand, One Hundred Eighty Dollars ($79,180.00). This amount is 4 approximately 11% of the total basic fee. The County shall make payment of the said 5 amount only after it has accepted Contract Deliverable 1, and receipt of a proper 6 invoice pursuant to 3.13, above. 7 (b) Contract Deliverable 11 8 The second payment to the Consultant shall consist 9 of Seventy-Nine Thousand, One Hundred Eighty Dollars ($79,180.00). This amount is 10 approximately 11% of the total basic fee. The County shall make payment of the said 11 amount only after it has accepted Contract Deliverable 11, and receipt of a proper 12 invoice pursuant to 3.13, above. 13 (c) Contract Deliverable III 14 The third payment of the Consultant shall consist of 15 Seventy-Two Thousand, Nine Hundred Thirty-Two Dollars ($72,932.00). This amount 16 is approximately 10% of the total basic fee. The County shall make payment of the 17 said amount only after it has accepted Contract Deliverable III, and receipt of a proper 18 invoice pursuant to 3.13, above. 19 (d) Contract Deliverable IV 20 The fourth payment of the Consultant shall consist 21 of Ninety-Five Thousand, Two Hundred Ninety-Five Dollars ($95,295.00). This 22 amount is approximately 13% of the total basic fee. The County shall make payment 23 of the said amount only after it has accepted Contract Deliverable IV, and receipt of a 24 proper invoice pursuant to 3.13, above. 25 (e) Contract Deliverable V 26 The fifth payment of the Consultant shall consist of 27 Sixty-Two Thousand, Seven Hundred Twenty-Five Dollars ($62,725.00). This amount 28 7 1 is approximately 9% of the total basic fee. The County shall make payment of the 2 said amount only after it has accepted Contract Deliverable V, and receipt of a proper 3 invoice pursuant to 3.13, above. 4 (f) Contract Deliverable VI 5 The sixth payment of the Consultant shall consist of 6 Seventy-Six Thousand, Seven Hundred Nine Dollars ($76,709.00). This amount is 7 approximately 17% of the total basic fee. The County shall make payment of the said 8 amount only after it has accepted Contract Deliverable VI, and receipt of a proper 9 invoice pursuant to 3.13, above. 10 (g) Contract Deliverable Vil 11 The seventh payment of the Consultant shall 12 consist of Seventy-Six Thousand, Seven Hundred Nine Dollars ($76,709.00). This 13 amount is approximately 11% of the total basic fee. The County shall make payment 14 of the said amount only after it has accepted Contract Deliverable V1, and receipt of a 15 proper invoice pursuant to 3.13, above. 16 (h) Contract Deliverable Vill 17 The eighth payment of the Consultant shall consist 18 of Eighty-Six Thousand, Four Hundred Sixty-Five Dollars ($86,465.00). This amount 19 is approximately 12% of the total basic fee. The County shall make payment of the 20 said amount only after it has accepted Contract Deliverable V1, and receipt of a proper 21 invoice pursuant to 3.13, above. 22 (i) Contract Deliverable IX 23 The ninth payment of the Consultant shall consist of 24 Ninety-Five Thousand, Four Hundred Fifty-Five Dollars ($95,455.00). This amount is 25 approximately 13% of the total basic fee. The County shall make payment of the said 26 amount only after it has accepted Contract Deliverable V1, and receipt of a proper 27 invoice pursuant to 3.13, above. 28 8 1 C. Extra Services 2 (1) The parties understand that additional work, not 3 reasonably anticipated during the preparation of the Work Program proposal 4 submitted by the Consultant and approved by the County, may be necessary to 5 complete the Draft and/or Final EIR. The Parties further understand that it is not 6 possible to estimate accurately either the quantity or quality of comments that will be 7 received by the County during the public review period for the Draft EIR. The parties 8 agree that the County may authorize the Consultant to perform certain necessary 9 additional work as "Extra Services" pursuant to Exhibit "D" of this Agreement. 10 (2) The Extra Services which may be authorized are limited to 11 those subjects set forth in Exhibit "D", a copy of which is attached hereto and 12 incorporated herein by reference. The Consultant shall not perform any Extra 13 Services without prior written authorization from the Director or the Director's 14 designee. The total charge for all such Extra Services shall not exceed the sum of 15 One Hundred Twenty-Five Thousand, Three Hundred and Fifty Dollars, ($125,350.00) 16 approximately 17% of the total amount of the base fee. 17 (3) Whether to authorize Extra Services is within the discretion 18 of the Director. Authorization may be granted only if additional information, further 19 analysis or other work is, in the reasoned opinion of the Director, required to complete 20 the Draft or Final EIR or related activities. However, if the services to be performed 21 could reasonably have been anticipated during the preparation of the Work Program 22 proposal, as determined by the Director, these services are not "Extra Services" and 23 shall be performed by the Consultant within the basic fee of this Agreement. Extra 24 Services may be authorized if the Director determines that the work proposed is 25 beyond the approved Work Program and the approval of the costs associated with the 26 Extra Services is acceptable to the County. The Consultant shall confirm with the 27 Director or the Director's designee that the costs associated with the Extra Service 28 9 1 has been approved prior to the performance of the Extra Services work by the 2 Consultant. 3 D. Consultant to Bear Expenses: 4 It is understood that the Consultant shall bear all expenses 5 incidental to the performance of its obligations under this Agreement. 6 4. Hold Harmless and Insurance 7 A. The Consultant shall hold the County, its Boards, Commissions, 8 officers, agents, and employees harmless and indemnify and, at County's request, 9 defend the County, its Boards, Commissions, officers, agents and employees, against 10 the payment of any and all costs and expenses (including reasonable attorney fees 11 and court costs), claims, losses, damages, causes of action, lawsuits, and liability for 12 bodily and personal injury to or death of any person and for injury or loss of any 13 property resulting from or arising out of or in any way connected with any negligent or 14 wrongful acts or omissions of the Consultant, its officers, agents, and employees, in 15 performing or failing to perform any work services or functions provided for or referred 16 to or in any way connected with any work, services or functions to be performed under 17 this Agreement and against the payment of any and all costs and expenses (including 18 reasonable attorney fees and court costs), claims, losses, damages, causes of action, 19 lawsuits and liability for bodily and personal injury to or death of any person and for 20 injury or loss of any property. 21 B. Without limiting the County's right to obtain indemnification from 22 the Consultant or any third parties, the Consultant, at its sole expense, shall maintain 23 in full force and effect the following insurance policies throughout the term of this 24 Agreement: (1) Commercial General Liability Insurance with limits of not less than One- 25 Million Dollars ($1,000,000) per occurrence and an annual aggregate of Two Million 26 Dollars ($2,000,000). This policy shall be issued on a per occurrence basis. County 27 may require specific coverages including completed operations, products liability, 28 10 1 contractual liability, Explosion-Collapse-Underground, fire legal liability or any other 2 liability insurance deemed necessary because of the nature of this contract; (2) 3 Comprehensive Automobile Liability Insurance with limits for bodily injury of not less 4 than Two-Hundred Fifty-Thousand Dollars ($250,000.00) per person, Five-Hundred- 5 Thousand Dollars ($500,000.00) per accident and for property damages of not less than 6 Fifty-Thousand Dollars ($50,000.00), or such coverage with a combined single limit of 7 Five-Hundred-Thousand Dollars ($500,000.00). Coverage should include owned and 8 non-owned vehicles used in connection with this Agreement; (3) Professional Liability 9 Insurance, if Consultant employs licensed professional staff, (e.g., Ph.D., R.N., 10 L.C.S.W., M.F.C.C.) in providing services, with limits of not less than One-Million Dollars 11 ($1,000,000.00) per occurrence, Two-Million Dollars ($2,000,000.00) annual aggregate; 12 and (4)A policy of Worker's Compensation insurance as may be required by the 13 California Labor Code. 14 The general liability and automobile liability insurance policies 15 shall name the County, its officers, agents, and employees, individually and 16 collectively, as additional insured, but only insofar as the operations under this 17 Agreement are concerned. Such coverage for additional insured shall apply as 18 primary insurance and any other insurance, or self-insurance, maintained by the 19 County, its officers, agents, and employees, shall be excess only and not contributing 20 with insurance provided under the Consultant's policies herein. This insurance shall 21 not be canceled or changed without a minimum of thirty (30) days advance, written 22 notice given to County. 23 Prior to the commencement of performing its obligations under 24 this Agreement, the Consultant shall provide certificates of insurance on the foregoing 25 policies, as required herein, to the County's Department of Public Works and 26 Planning, stating that such insurance coverages have been obtained and are in full 27 force; that the County, its officers, agents, and employees shall not be responsible for 28 11 1 any premiums on the policies; that such insurance (general liability and automobile 2 liability only) names the County, its officers, agents, and employees, individually and 3 collectively, as additional insured, but only insofar as the operations under this 4 contract are concerned; that such coverages for additional insured shall apply as 5 primary insurance and any other insurance, or self-insurance, maintained by the 6 County, its officers, agents, and employees, shall be excess only and not contributing 7 with insurance provided under the Consultant's policies herein; and that this insurance 8 shall not be canceled or changed without a minimum thirty (30) days advance, written 9 notice given to the County. 10 In the event the Consultant fails to keep in effect at all times 11 insurance coverages as herein provided, the County may, in addition to other 12 remedies it may have, suspend or terminate this Agreement upon the occurrence of 13 such event. 14 5. Breach and Termination 15 A. This agreement may be immediately terminated by the County 16 upon written notice to the Consultant if the Consultant fails to comply with any or all of 17 the terms of this Agreement or the Applicant requests that the County discontinues 18 processing the Proposed Project. In no event shall any payment by the County 19 constitute a waiver by the County of any breach of this Agreement or any default 20 which may then exist on the part of the Consultant. The County's termination of this 21 Agreement due to the Consultant's breach shall not limit the rights of the County to 22 seek other relief, including the recovery of damages. 23 B. If this Agreement is terminated as provided in this section, the 24 Consultant shall be compensated for satisfactorily-performed services completed to 25 the date of termination based upon the compensation rates set forth in the Work 26 Program, Table 1 within Exhibit "B", and subject to the total sum agreed to herein, 27 together with such additional services satisfactorily performed by the Consultant after 28 12 1 termination which are authorized by the County to complete the work performed to the 2 date of termination. 3 C. If the Consultant terminates the Agreement for reasons other 4 than material breach by the County, the Consultant shall reimburse the County, up to 5 a maximum of Twenty-Thousand Dollars ($20,000) for the actual expenses of issuing 6 a Request For Proposal, engaging a new consultant, and paying the new consultant's 7 costs to become familiar with the Consultant's environmental documentation. 8 D. The County may immediately suspend or terminate this 9 Agreement in whole or in part, where in the determination of the County there is: 10 1. An illegal or improper use of funds; 11 2. A failure to comply with any term of this Agreement; 12 3. A substantially incorrect or incomplete report submitted to 13 the County; 14 4. Inadequately performed services, as may be determined 15 by Director. 16 E. Without Cause — Under circumstances other than those set forth 17 above, this Agreement may be terminated by County upon the giving of thirty (30) 18 days advance written notice of an intention to terminate to Consultant. 19 6. Work Product 20 A. Any and all reports, studies, data, or other information, prepared 21 or assembled by the Consultant under this Agreement shall not be provided to any 22 person, association, corporation, or other organization during the term of this 23 Agreement without the prior written consent of the County. 24 B. The County shall have the unlimited authority to forever publish, 25 disclose, distribute and otherwise use throughout the world, in whole or in part, and 26 allow others to do so, any and all reports, studies, data, or other information prepared 27 by the Consultant pursuant to this Agreement. 28 13 1 C. All documents prepared or obtained by the Consultant shall 2 become the exclusive property of the County. Upon termination of this Agreement 3 and prior to any compensation received from the County for unpaid services, the 4 Consultant shall surrender to the County all work products created pursuant to this 5 Agreement without any reservation of rights therein. Consultant may retain such 6 documents only for so long as the County authorizes such work product to be retained 7 to allow the completion of work as provided in Subsection 5.13 of this Agreement. 8 Consultant may retain copies of any documents prepared or obtained by the 9 Consultant and designated as public records under the Public Records Act, and such 10 documents may be used by the Consultant in any manner after this Agreement has 11 been terminated. 12 D. The Consultant shall provide (submit, reproduce and distribute) a 13 Draft Background Report, Final Background Report, Draft Policy Document Revision, 14 Final Policy Document Revision, Draft Program Environmental Impact Report with 15 Draft Mitigation, Monitoring and Reporting Program, Final Program Environmental 16 Impact Report with Final Mitigation, Monitoring and Reporting Program, appendices, 17 exhibits and any additional reference material in the quantities and format(s) as 18 specified in Exhibit "B" Work Program of this agreement. The County will require that 19 the Consultant provide documents in both Microsoft Word Office 2000 (or newer) and 20 pdf file formats. 21 7. Time of Performance 22 It is understood that weather and other factors beyond the Consultant's 23 control may delay the completion of field work necessary for preparation of the EIR. 24 The Consultant will be allowed as many additional days as are necessary to 25 compensate for days lost due to inclement weather or delays resulting from actions by 26 the County including but not limited to changes in the project. If additional time is 27 needed because of delay caused by factors beyond the Consultant's control, the 28 14 1 Consultant shall request in a timely manner an extension of time in writing. The 2 granting of such an extension shall be at the discretion of the Director, or the 3 Director's designee. 4 8. Independent Contractor 5 In performance of the work, duties, and obligations assumed by the 6 Consultant under this Agreement, it is mutually understood and agreed that the 7 Consultant, including any and all of the Consultant's officers, agents and employees, 8 will at all times be acting and performing as an independent contractor, and shall act 9 in an independent capacity and not as an officer, agent, servant, employee, joint 10 venture, partner or associate of the County. Furthermore, the County shall have no 11 right to control or supervise or direct the manner or method by which the Consultant 12 shall perform its works and function. However, the County shall retain the right to 13 administer this Agreement so as to verify that the Consultant is performing its 14 obligations in accordance with the terms and conditions thereof. The Consultant and 15 the County shall comply with all applicable provisions of law and the rules and 16 regulations, if any, of Governmental authorities having jurisdiction over matters the 17 subject thereof. 18 Because of its status as an independent contractor, the Consultant shall 19 have absolutely no right to any and all employment rights and benefits available to 20 County employees. The Consultant shall be solely liable and responsible for 21 providing to, or on behalf of its employees, all legally-required employees benefits. In 22 addition, the Consultant shall be solely responsible and save the County harmless 23 from all matters relating to payment of the Consultant's employees, including 24 compliance with Social Security withholding, and all other regulations governing such 25 matters. It is acknowledged that during the term of this Agreement, Consultant may 26 be providing services to others unrelated to the County or to this Agreement. 27 28 15 1 9. Conflict of Interest 2 The Consultant, Sub-consultants and Consultant's employees shall 3 adhere to the Conflict of Interest Code of the Department of Public Works and 4 Planning, which is attached hereto and as Exhibit "E" and incorporated herein by 5 reference. 6 10. Governing Law 7 The rights and obligations of the parties and all interpretations and 8 performance of this Agreement shall be governed in all respects by the laws of the 9 State of California. 10 Any controversy or claim arising out of or relating to this Agreement 11 which cannot be amicably settled without court action shall be litigated either in a 12 state court for Fresno County, California or in the U.S. District Court for the Eastern 13 District of California located in Fresno County, California. 14 11. Amendments 15 Any changes to this Agreement requested either by the County or the 16 Consultant may only be affected if mutually agreed upon in writing by duly authorized 17 representatives of the parties hereto. This Agreement shall not be modified or 18 amended or any rights of a party to it waived except by such writing. 19 12. Compliance With Laws 20 The Consultant shall comply with all Federal, State, and local laws, 21 ordinances, regulations, and Fresno County Charter Provisions applicable in the 22 performance of its services. 23 13. Audits and Inspections 24 The Consultant shall at any time during business hours, and as often as 25 the County may deem necessary, make available to the County for examination all of 26 its records and data with respect to the matters covered by this Agreement. The 27 Consultant shall, upon request by the County, permit the County to audit and inspect 28 16 1 all of such records and data necessary to ensure the Consultant's compliance with the 2 terms of this Agreement. 3 If this Agreement exceeds Ten-Thousand Dollars ($10,000.00), the 4 Consultant shall be subject to the examination and audit of the Auditor General for a 5 period of three (3) years after Final payment under contract (Government Code 6 Section 8546.7). 7 14. Maintain and Provide Administrative Record. 8 The Consultant shall prepare and assemble the Administrative Record 9 and furnish it to the County after the Notice of Determination, and the Findings and 10 Statement of Overriding Consideration, are filed with the County Clerk Officer. The 11 Administrative Record is the entirety of the information relied upon to prepare the EIR. 12 The Administrative Record is inclusive of all information and analyses either 13 generated or obtained from other sources, or used to support documentation and 14 analyses. A complete Administrative Record is the entirety of the information relied 15 upon within the Consultant's possession, plus all information in other locations listed 16 in the references. Information listed in the references at other locations does not have 17 to be included. The Consultant shall organize the information comprising the 18 Administrative Record as an accessible file, indexed by topic to the extent possible, 19 and submit this record to County. 20 15. Contract Administration: 21 The Consultant shall notify its appropriate employees of the individual 22 whom the County designates as the County Contract Administrator for this EIR. All 23 routine correspondence and telecommunications related to Contract performance and 24 related issues should be addressed as follows: 25 Mohammad Khorsand, Senior Planner Department of Public Works and Planning 26 Development Services Division 27 2220 Tulare Street, 6 th floor Fresno, CA 93721 28 Phone: (559) 600-4022 17 1 Fax: (559) 600-4200 e-mail: mkhorsand(cD_co.fresno.ca.us 2 3 16. Entire Agreement 4 This Agreement constitutes the entire agreement between the 5 CONSULTANT and COUNTY with respect to the subject matter hereof and 6 supersedes all previous negotiations, proposals, commitments, writing, 7 advertisements, publications, and understandings of any nature whatsoever unless 8 expressly included in this Agreement. 9 17. Construction of Agreement 10 In the event of any inconsistency between this Agreement and the 11 Exhibits attached to and incorporated by referenced herein, such inconsistency shall 12 be resolved by giving precedence in the following order of priority: (1) to the text of 13 this Agreement; (2) then to Exhibit "A"; (3) then to Exhibit "B"; (4) then to Exhibit "C"; 14 (5) then to Exhibit "D"; (6) then to Exhibit "E"; and (7) then to Exhibit "F". 18. Notices 15 16 The persons and their addresses having authority to give and receive 17 notices under this Agreement include the following: 18 COUNTY: 19 Alan Weaver, Director Department of Public Works and Planning 20 2220 Tulare Street, Sixth Floor Fresno, CA 93721 21 Attn: Division Manager/Development Services 22 CONSULTANT: 23 Jim Harnish, Principal 1415 20t" Street 24 Sacramento, CA 95811 PH # (916) 446-0522 25 26 Any and all notices between the County and the Consultant provided for 27 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 28 18 1 service, when deposited in the United States Mail, postage prepaid, addressed to 2 such party. 3 19. Non-Assignment 4 Neither party shall assign, transfer or sub-contract this Agreement nor 5 their rights or duties under this Agreement without the written consent of the other 6 party. 7 20. Consultant's Legal Authority 8 Each individual executing or attesting this Agreement on behalf of the 9 Consultant hereby covenants, warrants, and represents: (i) that he or she is duly 10 authorized to execute or attest and deliver this Agreement on behalf of the 11 Consultant's Corporation; and (ii) that this Agreement is binding upon such 12 Corporation. 13 21. Binding Upon Successors 14 This Agreement shall be binding upon and inure to the benefit of the 15 parties and their respective successors in interest, assigns, legal representatives, and 16 heirs. 17 22. Disclosure of Self-Dealing Transactions 18 This provision is only applicable if the Consultant is operating as a 19 corporation (a for-profit or non-profit corporation) or if during the term of this 20 agreement, the Consultant changes its status to operate as a corporation. 21 Members of the Consultant's Board of Directors shall disclose any self- 22 dealing transactions that they are a party to while Consultant is providing goods or 23 24 performing services under this agreement. A self-dealing transaction shall mean a 25 transaction to which the Consultant is a party and in which one or more of its directors 26 has a material financial interest. Members of the Board of Directors shall disclose any 27 self-dealing transactions that they are a party to by completing and signing a Self- 28 19 1 Dealing Transaction Disclosure Form, which is attached hereto and as Exhibit "F" and 2 incorporated herein by reference, and submitting it to the County prior to commencing 3 with the self-dealing transaction or immediately thereafter. 4 5 6 7 8 9 10 11 12 13 14 15 III 16 17 H/ 18 19 20 21 22 III 23 24 25 26 27 Ill 28 20 1 IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be 2 executed as of the day and year first above written. 3 4 CONSULTANT: COUNTY OF FRESNO 5 MINTIERHARNISH BOARD OF SUPERVISORS 1415 20T" TREET 6 SAC R E TO A�5811 7 BY: BY: Jim a nr incipal Deborah A. Poochigian. Chair n 8 9 FEDERAL ID NO.: 2� v 3 Z33 ATTEST: BERNICE E. SEIDEL 10 Clerk to the Board of Supervisors 11 REVIEWED AND RECOMMENDED FOR APPROVAL BY: 12 Deputy 13 BY: C�� ALAN WEAVER. DIRECTOR APPROVED AS TO LEGAL FORM 14 Department of Public Works and DANIEL CEDERBORG Planning Coun ouns - 15 16 ORG. NO.: 2540 BY: SUBCLASS NO.: 10000 Deputy 17 FUND NO.: 0001 ACCOUNT NO.: 7295 18 APPROVED AS TO ACCOUNTING FORM 19 VICKI CROW. C.P.A. Auditor Controller/Treasurer Tax Collector 20 21 BY: Deputy 22 23 24 25 26 27 28 21 EXHIBIT A: Project Description The County of Fresno is conducting a Five-Year Review of its 2000 General Plan and is initiating a comprehensive update to its Zoning Ordinance. The County, with assistance from Mintier Harnish, has prepared preliminary revisions to the goals, policies, and implementation programs of the General Plan and published a Public Review Draft Policy Document. The County has also prepared, with the assistance of Mintier Harnish and Jacobson &Wack, an Administrative Draft Zoning Ordinance. The County is expanding the current General Plan and Zoning Ordinance Update process to address recent policy directions provided by the Board of Supervisors, State planning laws and update the 2000 General Plan Background Report, prepare a Program Environmental Impact Report (PEIR), and conduct additional public meetings with the Planning Commission and Board of Supervisors. The General Plan Five-Year Review will extend the planning period for the General Plan beyond its current planning horizon of 2020. The Background Report will be updated to reflect current (2015/16) conditions and trends and to address required State planning laws and serve as the existing setting section of the PEIR. The PEIR will be prepared for the General Plan Update and Zoning Ordinance Update. July 31,2015 EXHIBIT B FRESNO COUNTY GENERAL PLAN REVIEW, ZONING ORDINANCE UPDATE, AND PEIR SCOPE OF WORK Phase 1: Background Report Preparation Task 1.1 Administrative Draft Background Report The Consultants will prepare an administrative draft General Plan Background Report for review by County staff.The Background Report will address the requirements of State General Plan law,and serve as the existing conditions section of the Program EIR(see Phase 4).While the Consultants will reference the existing 2000 General Plan Background Report as a part of this task,the Consultants assume that the draft Background Report will be prepared as a new document. The Background Report will include maps,graphics (e.g.,charts,graphs),and photographs to illustrate trends and make information easy to understand.Each topic area of the report will be organized as follows: • Introduction to the topic area,its planning implications,and why it is important to Fresno County. • .Findings of the information as it relates to Fresno County's present and future. • Regulatory Setting that governs the topics discussed. • Existing Setting that describes on-the-ground conditions in and around Fresno County. • Key Terms to be familiar within the context of planning and the General Plan. • References for documents,data,and individuals sourced. The Background Report for Fresno County will cover,at a minimum,the following topics: • Demographics and Employment o Population and Household Trends o Employment and Industry Trends o Population and Employment Projections • Land Use and Community Character o Planning Boundaries o Annexation and Development Trends o Existing Land Use o General Plan and Community Plan Land Use Designations o Existing Zoning o Development Capacity o City Land Use Plans o Other Agency Plans o Military Institutions and Installations (SB 1468) o Disadvantaged Unincorporated Communities (SB 244) • Housing(see existing Housing Element} • Transportation and Mobility o Roadways and Functional Classifications Draft July 31,2015 Page 1 Fresno County General Plan Review,Zoning Ordinance Update,and PER Amendment 1:Draft Scope of Work o Existing Level of Service (LOS)on up to 100 road segments based on daily traffic volumes (no new traffic counts are included in this scope of work) o Existing Vehicle Miles of Travel(VMT)on State and Local roads o Bikeways and Trails o Pedestrian Facilities o Transit Service (Local and Intercity Bus/Rail) o Goods Movement(Truck/Rail) o Aviation Facilities and Service o Transportation Demand/System Management o Programmed Transportation Improvements • Public Facilities,Services,and Infrastructure o Water Supply,Treatment,and Delivery o Wastewater Collection and Treatment o Storm Drainage and Flood Protection o Solid and Hazardous Waste Disposal and Recycling o Utilities and Major Utility Corridors (gas,electric) o Telecommunications o Law Enforcement o Fire Protection o Emergency Services o Medical Services o Schools and Childcare o County Services • Natural Resources o Water Resources (groundwater,surface water) o Air Quality o Biological o Habitat/Wildlife Corridors o Agriculture o Open Space o Scenic Resources o Recreation o Mineral Resources o Renewable Energy Resources o Oil and Gas Resources o Cultural and Paleontological Resources • Hazards and Safety o Seismic and Geologic o Flood Hazards (AB 162/SB 5) o Fire Hazards o Aviation Hazards o Hazardous Materials • Climate Change o Greenhouse Gas Emissions Inventory o Greenhouse Gas Forecasts and Reductions o Climate Change Effects and Impacts o Regional and Local Climate Action Plans and Programs • Noise o Ground Transportation o Aircraft o Non-transportation sources August 6,2015 Page 2 Fresno County General Plan Review,Zoning Ordinance Update,and PEIR Amendment 1:Draft Scope of Work Task 1.2 Public Review Draft Background Report Based on comments from County staff,the Consultants will prepare the public review draft Background Report.The public review draft Background Report will be prepared in conjunction with revisions to the draft Policy Document.The Consultants assume that the public review draft Background Report will be published at the same time as the public review draft Policy Document(Phase 2). Phase 2: Policy Document Revision Task 2.1 Administrative Draft Policy Document Revisions The Consultants will revise the existing draft General Plan Policy Document(September 2014)based on public comments provided to the County,to address State Planning Law(e.g.,Flood Risk[AB 162/SB5], Complete Streets [AB 1358],Military Facilities [SB 1468,SB 926],Air Quality[AB 170],and Groundwater [SGMA]),and to reflect a revised planning horizon(e.g.,2040).The Policy Document will also be prepared as the County's qualified plan for the reduction of greenhouse gas emissions pursuant to CEQA Guidelines Section 15183.5(b). The Consultants will prepare an administrative draft General Plan Policy Document for review by County staff. The Policy Document will be updated using Microsoft Nord track changes to show how the document is being revised. The Consultants will work with County staff to collect,address,and respond to public comments. Task 2.2 Public Review Draft Policy Document Revisions Based on comments from County staff,the Consultants will update the draft Policy Document and prepare the Public Review Draft Policy Document.The Policy Document will be prepared in conjunction with revisions to the draft Background Report.The Consultants assume that the public review draft Policy Document will be published at the same time as the public review draft Background Report(Phase 2). Phase 3: Draft General Plan and Zoning Ordinance Public Review Task 3.1 Public Review and Referrals The Consultants will work with County staff to publish the public review draft General Plan(i.e.,Background Report and Policy Document) and the public review draft Zoning Ordinance.The Consultants will provide the draft documents to the County in PDF format for posting to the County's website. If desired by the County,the Consultants will prepare and publish an e-Blast notifying the public that the documents are available for review.The Consultants assume the County will provide a list of email contacts. State law requires consultation with a variety of Federal,State,regional,and local agencies whenever a jurisdiction updates or amends its general plan(e.g.,Central Valley Flood Protection Board,Native American Tribes,Military Branches).These statutes are located throughout the Government Code and have varying requirements for when draft and final documents must be submitted for review and how long agencies have to review and provide comments.The Consultants will provide to the County a checklist of agency consultation requirements to ensure the County provides the draft General Plan to the appropriate agencies. Task 3.2 Planning Commission Study Session The Consultants will facilitate three study sessions with the Planning Commission to review the public review draft Background Report,Policy Document and Zoning Ordinance.The Consultants will present the major findings from the Background Report,proposed changes to the Policy Document,and new Zoning August 6,2015 Page 3 Fresno County General Plan Review,Zoning Ordinance Update,and PER Amendment 1:Draft Scope of Work Ordinance.Following the presentation,the Consultants will facilitate a discussion with the Planning Commission,answer questions,and solicit comments on the draft documents for consideration by the Board of Supervisors.The Consultants will prepare a draft staff report for County staff review and use. Task 3.3 Board of Supervisors Study Session The Consultants will facilitate three study sessions with the Board of Supervisors to review the public review draft Background Report,Policy Document,and Zoning Ordinance.The Consultants will present the major findings from the Background Report,proposed changes to the Policy Document,the new Zoning Ordinance,and any comments provided by the Planning Commission and the public.Following the presentation,the Consultants will facilitate a discussion with the Board of Supervisors,answer questions,and solicit direction on the draft documents.The Consultants assume that the Board of Supervisors will direct County staff and the Consultants to revise the documents,as necessary,and conduct required CEQA analysis.The Consultants will prepare a draft staff report for County staff review and use. Task 3.4 Revised Draft General Plan and Zoning Ordinance Based on direction from the Board of Supervisors,the Consultants will revise the draft General Plan and Zoning Ordinance for CEQA analysis (Phase 4). Phase 4: Environmental Review Task 4.1 Notice of Preparation The Consultants will develop a project description and prepare a draft Notice of Preparation(NOP)pursuant to CEQA Guidelines and submit a draft NOP to County staff for review.Based on County staff comments the Consultants will prepare the final NOP for distribution.The Consultants assume the County will develop a list of contacts to receive the NOP and will be responsible for distributing the NOP.The Consultants will send the NOP to the State Clearinghouse. Task 4.2 Scoping Meeting The Consultants will facilitate a public scoping meeting associated with the release of the NOP.The Scoping Meeting should be held during the 30-day NOP period to introduce the community and interested agencies to provide an overview of the Program Environmental Impact Report(PEIR)process and obtain input on the PEIR scope of work.The Scoping Meeting will include a presentation with graphic imagery,followed by the formal recordation of input from meeting attendees.The Consultants assume the County will be responsible for noticing the meeting and booking the venue. The Consultants will summarize all input gathered during the Scoping Meeting and during the 30-day NOP review period.The Consultants assume that County staff will be the point of contact responsible for gathering public comments outside of the Scoping Meeting. Task 4.3 Administrative Draft Program PEIR Using the information gathered as part of the Background Report and comments on the NOP,the Consultants will prepare an Administrative Draft Program EIR(ADPEIR)in accordance with CEQA.The ADPEIR will be based on the project description approved by County staff.The description of the environmental and regulatory setting for the General Plan and Zoning Ordinance will be based on the draft Background Report.Each topical section will be introduced with a brief statement of its context in the ADPEIR and the development of the draft General Plan and Zoning Ordinance.This effort may include interpretive information for the reader to better understand how the draft General Plan and Zoning August 6,2015 Page 4 Fresno County General Plan Review,Zoning Ordinance Update,and PER Amendment 1:Draft Scope of Work Ordinance affect the environment,as well as the source of data used in each environmental section. Thresholds of significance may be presented after the introduction and either list the particular CEQA Guidelines threshold,an existing regulatory standard,or a standard to be adopted by the County. The setting of the environmental analysis,which should be largely based on the Background Report,will summarize and reference the relevant technical studies to prepare the groundwork for impact analysis and recommended mitigation measures.The number of impacts to be analyzed and the depth of analysis will be a function of the responses to the NOP and staff direction based on current needs. Impacts will be identified and mitigation measures will be prepared to reduce significant impacts to a less-than-significant level,when feasible.For each potentially significant impact identified in the ADPEIR,the Consultants will identify mitigation measures or policy statements proposed by the County as part of the project to avoid or reduce identified impacts.Mitigation measures will be constructed as policy statements or implementation programs to facilitate incorporation into the General Plan or regulations in the Zoning Ordinance. In order to prepare an ADPEIR that meets the needs of the County and the requirements of State law,the ADPEIR will comprise the following sections: Introduction.The ADPEIR will contain an introductory chapter that summarizes CEQA requirements,provides a synopsis of the project description and background for the General Plan project itself,and identifies the County's objectives in undertaking the plan.The introduction of the ADPEIR will describe the purpose of the ADPEIR,identify the scope of issues to be addressed,and present the organization of the report.This chapter will include a glossary that defines the technical terms to be used throughout the report. Executive Summary.This section will provide a summary of the entire ADPEIR and include the following.a discussion of the project's objectives;a brief description of the project;a summary of the environmental setting for the Planning Area;a summary of impacts;a summary of mitigation measures (mitigating policies and programs);and a discussion of alternatives considered,areas of controversy,and issues remaining to be resolved. Project Description and Environmental Setting.The ADPEIR Project Description will contain the County's objectives for the draft General Plan and Zoning Ordinance,a summary of goals, policies,programs,development regulations,boundaries,existing conditions,and proposed land uses,and existing conditions.The information will be described in text,tabular,and graphic forms (maps and diagrams). Information from the technical studies should be used as the project's environmental setting. Analysis,Impacts,and Mitigation Measures.Building on the existing setting information,the Consultants will develop a set of impact criteria and thresholds that will be used to assess impact significance. Analysis of impacts to be potentially significant includes four main components: o Setting(description of current conditions with respect to the issue in question,including the existing regulatory environment) o Impact analysis (discussion of potentially significant effects of the proposed project; impacts are typically compared to established"thresholds of significance") o Programmatic mitigation measures (methods by which significant effects can be reduced or eliminated) o Level of significance after mitigation (discussion of whether or not proposed mitigation measures reduce impacts to below the adopted significance threshold) August 6,2015 Page 5 Fresno County General Plan Review,Zoning Ordinance Update,and PER Amendment 1:Draft Scope of Work Transportation and Circulation Analysis.The transportation and circulation analysis will include the following impact areas: • Traffic changes as measured by VMT • Road segment level of service relative to Congestion Management Program standards • Air traffic levels and safety • Hazards due to design features or incompatible uses • Emergency access • Conflicts with adopted policies,plans,or programs supporting alternative transportation, including transit service,bicycle travel and pedestrian travel. The Consultants will evaluate traffic changes related to the Fresno County General Plan using the Fresno County travel demand model maintained by the Fresno Council of Governments (FCOG). Future forecasts will be based on the 2040 travel model scenario representing the FCOG RTP Sustainable Communities Strategy(SCS) adopted in June 2014.The Consultants will review and verify the assumptions for land uses,road improvements and transit service within unincorporated areas of Fresno County.As appropriate,the Consultants will make revisions to the input assumptions to represent current Fresno County plans and programs,update the 2040 model forecasts,and output the appropriate traffic volumes and transportation system performance measures.Results from the travel model will include VMT and daily traffic volumes on specific study segments.The Consultants assume that the RTP/SCS assumptions for 2040 within the incorporated communities and city spheres of influence will be maintained for this EIR. The VMT analysis will consider state routes and local roads.The VMT generated by three different subareas of Fresno County will be tabulated for the base year and 2040 future year: • Incorporated cities • Currently unincorporated areas within city spheres of influence • Unincorporated areas outside city spheres of influence The Consultants will conduct level of service(LOS)analysis on up to 100 road segments using daily traffic volumes compared to volume thresholds for each type of road: freeway,multi-lane rural highway,two-lane rural highway,or urban streets (arterials and collectors).Level of service thresholds for each road type will be based on the 2010 Highway Capacity Manual,highway capacity planning methods as compiled by the Florida Department of Transportation,and Fresno County standards. The Consultants will adjust future traffic volume forecasts for model validation errors based on a comparison of base year travel model results to actual traffic counts.The recommended procedure will take the average of two adjusted forecasts,one using the incremental traffic growth between the base year model and the future year model and adding the increment to the observed traffic count, and the second taking the ratio of the future year model volume to the base year model volume and applying that ratio to the observed traffic count.This adjustment procedure is consistent with recommendations in National Cooperative Highway Research Program(NCHRP)Report 255. August 6,2015 Page 6 Fresno County General Plan Review,Zoning Ordinance Update,and PER Amendment 1:Draft Scope of Work The analyses of air travel,transit,bicycle travel,pedestrians and goods movement will not include quantitative analysis of individual facilities.The evaluation will be based on the overall impacts of projected growth on these modes of travel and the relevant General Plan policies that address each issue area. Alternatives Analysis.A range of alternatives will be considered in the ADPEIR. In addition to the "No-Project"Alternative,other alternatives that consider differing land use patterns or densities in areas of the county warranting special study. The alternatives evaluation may also be used to test circulation facility alternatives. This section will also identify the"environmentally superior alternative." If the"no project—no building"alternative is determined to be environmentally superior,the ADPEIR will identify the environmentally superior alternative among the remaining scenarios. Cumulative Impacts.The ADPEIR will evaluate cumulative impacts based on planning documents for the Planning Area and other regional documentation as relevant. The contribution of the proposed project to the overall cumulative impact will also be estimated and discussed. Other CEQA Sections.The Consultants will provide,in addition to the sections discussed above, all other required CEQA sections (e.g.,areas of controversy,significant unavoidable impacts). Task 4.4 Draft Program EIR Following internal County staff comments on the ADPEIR,the Consultants will incorporate appropriate revisions to the ADPEIR,and prepare a Screencheck Draft PEIR for final internal review.The Consultants will prepare the Public Review Draft PEIR(DPEIR) for public circulation,and distribute the DPEIR to the State Clearinghouse,responsible agencies,and interested agencies,organizations,and persons. The DPEIR will be circulated for at least a 45-day public review period. The Consultants assume the County will be responsible for sending the DPEIR to the County Clerk and for all necessary noticing. Task 4.5 Response to Comments The Consultants will prepare draft Response to Comments. As part of preparing the responses,the Consultants will conduct internal County staff meetings to discuss comment responses.Following internal comments on the draft responses,the Consultants will prepare the final Responses to Comments. Task 4.6 Mitigation,Monitoring,and Reporting Program Concurrent with the Responses to Comments report,the Consultants will prepare a Mitigation Monitoring and Reporting Plan,which should be included in the Final PEIR. Phase 5: Final Documents and Adoption Task 5.1 Final PEIR The Consultants will prepare the Final PEIR after receipt of all written comments received during the review period.The Final PEIR will consist of the comments,responses,and corrections to the Draft PEIR,if any are warranted.The Consultants will prepare a screencheck Final PEIR for internal County staff review and confirmation.Within one day of PEIR certification and project approval,the Consultants will submit the Notice of Determination(NOD) to the County Clerk and/or State Clearinghouse.The Consultants assume the County will be responsible for payment of California Department of Fish and Wildlife fees. August 6,2015 Page 7 Fresno County General Plan Review,Zoning Ordinance Update,and PEIR Amendment 1:Draft Scope of Work Task 5.2 Screencheck and Final General Plan and Zoning Ordinance Based on the results of the CEQA Analysis,the Consultants will make revisions to the draft General Plan and draft Zoning Ordinance and prepare the final screencheck General Plan and final screencheck Zoning Ordinance.The Consultants will submit the final screencheck documents to County staff for review.The Consultants assume that this review will not include any substantive comments or changes.Based on County staff comments,the Consultants will prepare the final General Plan and final Zoning Ordinance for adoption. Task 5.3 Planning Commission Public Hearings(3) The Consultants will attend and participate in up to three(3)Planning Commission hearings to solicit comments and recommendations on the draft General Plan and Zoning Ordinance for a recommendation to the Board of Supervisors to adopt the General Plan and Zoning Ordinance and certify the PEIR.The Consultants will provide support at the Planning Commission hearings by being available to answer questions about proposed provisions and discuss possible changes for consideration by the Board of Supervisors.The Consultants will work with County staff to prepare a list of Planning Commission comments and recommendations to present to the Board of Supervisors.The Consultants will prepare a draft staff report for County staff review and use. The Consultants assume that at least two Consultant team members will attend each of the Planning Commission hearings. If desired by the County,the Consultants will attend additional hearings on a time-and -expenses basis. Task 5.4 Board of Supervisors Public Hearings(3) The Consultants will attend and participate in up to three(3)Board of Supervisors hearings to review Planning Commission comments and recommendations;solicit final comments and recommendations;certify the PEIR,and adopt the General Plan and Zoning Ordinance.The Consultants will provide support at the Board of Supervisors hearings by being available to answer questions about proposed provisions and discuss possible changes.The Consultants will work with County staff to prepare revised language based on the Board of Supervisors comments and recommendations for consideration at later hearings as needed. The Consultants assume that at least two Consultant team members will attend each of the Board of Supervisors hearings. If desired by the County,the Consultants will attend additional hearings on a time-and- expenses basis.The Consultants will prepare a draft staff report for County staff review and use. August 6,2015 Page 8 EXHIBIT B-2 TABLE - CONTRACT DELIVERABLES GENERAL PLAN REVIEW, ZONING ORDINANCE UPDATE, AND PEIR Amount and Percent of Contract Deliverables Total Per Increment Contract Deliverable I Task 1.1 Admin Draft Background Report(40%) $79,180 (11%) Ongoing Project Management,Coordination Meetings,Invoicing Printing Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable II Task 1.1 Admin Draft Background Report(40%) $79,180(11%) Ongoing Project Management,Coordination Meetings,Invoicing PrindnR Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable III Task 1.1 Admin Draft Background Report(209/6) $72,932(109/6) Task 1.2 Public Review Draft Background Report Ongoing Project Management,Coordination Meetings,Invoicing Printing Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable IV Task 2.1 Admin Draft Policy Document Revisions $95,295 (13%) Task 2.2 Public Review Draft Policy Document Revisions Task 3.1 Admin Draft and Public Review Draft Zoning Ordinance Task 3.1 General Plan Consultation and Referrals Matrix Ongoing Project Management,Coordination Meetings,Invoicing Printin Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable V Task 3.2 Planning Commission Study Session $62,725 (80/.) Task 3.3 Board of Supervisors Study Session Task 3.4 Revised Public Review Draft General Plan and Zoning Ordinance Task 4.1 Draft and Final Notice of Preparation Task 4.2 Scoping Meeting Ongoing Project Management,Coordination Meetings,Invoicing Printing Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable VI Task 4.3 Admin Draft and Screencheck Draft Program EIR(50%) $76,709 (11%) Ongoing Project Management,Coordination Meetings,Invoicing Printing Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable VII Task 4.3 Admin Draft and Screencheck Draft Program EIR(509/6) $76,709 (11%) Ongoing Project Management,Coordination Meetings,Invoicing Printing Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable VIII Task 4.4 Draft Program EIR $86,465 (12%) Task 4.5 Draft and Final Response to Comments Task 4.6 Draft and Final Mitigation,Monitoring,and Reporting Program Ongoing Project Management,Coordination Meetings,Invoicing Printing Materials and Reports,Travel Expenses,Transmittal Expenses Contract Deliverable IX Task 5.1 Final Program EIR $95,455 (130/.) 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U . � . ■_ - _ x ■ . . $ ! / � ) k \ � kk \ � \ ƒ \ � } \ \ / � \ � • { } ] } � + ) � / } {! . a ! l � ■ . / § ) ! ° . i / � ; ; ! : ! a ® » / EXHIBIT D EXTRA SERVICES Extra Services shall be limited to those services reasonably necessary to complete the project work that County and Consultant mutually agree were not anticipated during the preparation of the work program proposal, when a request to perform such services was submitted by the Consultant and approved in writing by the Director or his designee prior to their performance. In addition to the services addressed above, the Consultant shall have a legitimate basis pursuant to the provisions of the Consultant Agreement to request either authorization to provide Extra Services or a revision to the Work Program, Cost Estimate, and Work Schedule of the Agreement if any of the following occur: 1. County makes material modifications to the project subsequent to the approval of the Agreement, which necessitate making substantial and material changes in the project analysis, text tables, maps or figures. 2. Modifications are required to the Work Program due to comments received in response to the Notice of Preparation of the Draft EIR or public review of the project documents. 3. Technical, engineering, design, or other studies not specified in the Work Program are required for project analysis, mitigation measures or programs, the Mitigation Monitoring and Reporting Program, responses to comments on the Draft EIR, or other purposes. 4. In the event the project and/or the EIR is subject to litigation, additional work associated with the litigation is required such as reviewing or responding to briefs, giving depositions and appearing in court. The total sum of compensation for Extra Services shall be limited to the amount deemed sufficient by the Director or his designee following discussion of the proposed scope of additional work with the Consultant which shall include representations made by the Consultant as to the reasonably-expected amount of time that will be required to fully perform all Extra Services discussed in said meetings(s) or telephone conferences. EXHIBIT E CONFLICT OF INTEREST CODE OF THE DEPARTMENT OF PUBLIC WORKS AND PLANNING Exhibit "E" is a copy of Resolution #99-086 adopted by the Board of Supervisors on February 23, 1999 that references California Code of Regulations Section 18730. Consultants are listed on Exhibit A of the Resolution with the following note: * Consultants shall be included in the list of designated employees and shall disclose pursuant to the broadest disclosure category in the code subject to the following limitation: The Director of Public Works and Planning may determine in writing that a particular consultant, although a "designated position", is hired to perform a range of duties that is limited in scope and thus is not fully required to comply with the disclosure requirements of this section. Such written determination shall include a description of the consultant's duties and, based on that description, a statement of the extent of disclosure requirements. The Director of Public Works and Planning's determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code. EXHIBIT F SELF-DEALING TRANSACTION DISCLOSURE FORM In order to conduct business with the County of Fresno (hereinafter referred to as "County"), members of a contractor's board of directors (hereinafter referred to as "County Contractor"), must disclose any self-dealing transactions that they are a party to while providing goods, performing services,or both for the County.A self-dealing transaction is defined below: "A self-dealing transaction means a transaction to which the corporation is a party and in which one or more of its directors has a material financial interest" The definition above will be utilized for purposes of completing this disclosure form. INSTRUCTIONS (1) Enter board member's name,job title (if applicable),and date this disclosure is being made. (2) Enter the board member's company/agency name and address. (3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the County. At a minimum, include a description of the following: a. The name of the agency/company with which the corporation has the transaction;and b. The nature of the material financial interest in the Corporation's transaction that the board member has. (4) Describe in detail why the self-dealing transaction is appropriate based on applicable provisions of the Corporations Code. (5) Form must be signed by the board member that is involved in the self-dealing transaction described in Sections(3)and (4). (1)Company Board Member Information: Name: Im Date: Job Title: /OWYAvr- ,(2)CompanyJAgency Na a an Ad d ress: MtV1teq- -1Y\),s k IA- ) 9 Artet (3)Disclosure.{Please describe Mh nature of the self-dealing#ransaction>you area party to): . aye ayl X1-�� (4)Explain,why this self-dealing transact�onsis consistent with the;requireinents of Corparat�on`s Code 523314- (5)Authorized"_" n tur." Signature: Date: }�U vSt 3 20f 5