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HomeMy WebLinkAboutP-19-747 Agreement Crawford & Bowen Planning Inc.pdf DATE:12-18-19 Contract No.:P—19—747 Vendor Number:0000285186 Contract Title:Consultant Agreement to Name/Address:Crawford &Bowen Planning Inc Prepare EIR for Malaga 113 N Church Suite 302 Rezone Visalia,CA 93291 Contract Period:11/20/19 —11/20/20 Contact:Travis L Crawford Using Agencies:Public Works Project Manager Development Services Email:travis@candbplanning.com Terms: Total Contract Amt.:$188,625.00 Buyer Name:Crystal Nino Requisition No:436200217 Org:4350 Supersedes: [3:]NEW C:RENEWAL C]AMENDMENT [:1 TICK DATE 08-20-20 :l REFERENCE (RFQ#/RFP#) DESCRIPTION:Agreement between the County of Fresno and Crawford &Bowen Planning Inc who has been chosen to complete EIR for Application #7524 to rezone Malaga. SPECIAL INSTRUCTlONS:Contract expires at the completion of deliverables. DISTRIBUTION:Completed By:Date:Completed By:Date DEPARTMENT;Public Works REQUISITIONER:ChristinaMonfene Rev 1/3/2017 —\NNNNNNNNNA—XoowoumLmN—xocoooi3afiasjA,0(O00\lO)01A00N \7«\°\’10:1 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this Am day of November 2019,by and between COUNTY OF FRESNO,a political subdivision of the State of California, hereinafter referred to as the “COUNTY",and Cranord and Bowen Planning,Inc.,a California Corporation,hereinafter referred to as the “CONSULTANT".COUNTY and APPLICANT may be referred to individually as a “PARTY",or collectively as "PARTIES”,to this AGREEMENT. WITNESSETH WHEREAS,CONSULTANT has been selected to prepare an Environmental Impact Report ("EIR")for COUNTY for a proposal by the Assemi Group,Inc.,hereinafter referred to as "APPLICANT".The project consists of Amendment Application No.3834,General Plan Amendment No.557,and EIR No.7524 proposing to amend the Fresno County General Plan by changing the land use designation of four contiguous parcels totaling 158.38 acres from Agrieulture to Heavy Industrial and change the zoning of the subject parcels from AE-20 (Exclusive Agricultural,20-acre minimum parcel size)to M-3 (Heavy Industrial),hereinafter referied to as “PROJECT."The PROJECT site is located on four parcels,generally located on the south side of North Avenue,between Minnewawa Avenue and Clovis Avenue,adjacent to the Sphere of Influence of the City of Fresno.A copy of the Project Description is attached hereto as EXHIBIT A;and WHEREAS,CONSULTANT understands that the California Environmental Quality Act ("CEQA")requires that the EIR prepared for the project reflect the independentjudgment ofthe lead agency;and WHEREAS,CONSULTANT understands that it must meet the requirements for an interdisciplinary approach in the preparation of the EIR,as are specified in Article 14 of the CEQA Guidelines (Section 15120 —15132),and that CONSULTANT must have no interest, financial or otherwise,in the outcome of the proposed PROJECT or any related projects;and, WHEREAS,CONSULTANT represents that it is qualified,able,and willing to prepare a legally adequate EIR and to otherwise deliver the necessary environmental consulting services as are required by COUNTY and as are required by law for the PROJECT,which representation O(OOJVGDCh—booN—xNNNNNNNNNmummsmm¢o$$33$3€$§LiA COUNTY specifically relies upon;and, WHEREAS,the Director of the Fresno County Department of Public Works and Planning (“DIRECTOR”)is responsible for the environmental documents prepared for the project. NOW,THEREFORE,in consideration of the covenants and conditions setforth herein, the PARTIES agree as follows: This AGREEMENT shall become effective upon execution hereof by the PARTIES hereto and shall terminate following final payment under the AGREEMENT. 1.OBLIGATIONS OF CONSULTANT A.Upon CONSULTANTS receipt of written requests by COUNTY to proceed with identified work,CONSULTANT shall prepare,in phases,an El R for the PROJECT which shall comply with CEQA and conform to the WORK PROGRAM andWORK SCHEDULE submitted by CONSULTANT and approved by DIRECTOR.A copy of the approved WORK PROGRAM is attached hereto as EXHIBIT 8,a copy of the approved WORK SCHEDULE is attached hereto as EXHIBIT C and both are incorporated herein by this reference. B.CONSULTANT shall determine,at the earliest feasible time,those factors which could severely inhibit or prohibit the approval and development of the proposed project. CONSULTANT shall promptiy notify COUNTY of CONSULTANT’S findings regarding such factors and conclusions related thereto for the purpose of determining the feasibility of continuing with preparation of the EIR according to said WORK PROGRAM. C.CONSULTANT shall include a COUNTY staff member in any meeting or other contact between CONSULTANT and APPLICANT,unless othenNise authorized by COUNTY in which cese CONSULTANT shall provide a written summary of the meeting.COUNTY shall specifically authorize each instance of written correspondence between CONSULTANT and APPLICANT,and the sender shaii provide COUNTY a copy of all such correspondence. D.CONSULTANT shall review all background information,prior environmental studies and other studies supplied by APPLICANT for evaluation in the BR,and CONSULTANT or its Subconsuitants shaii revise and/or complete any studies determined to be inadequate or incomplete. 4’ E.CONSULTANT shall not revise the approved WORK PROGRAM or replace any Subconsuttant,as identified in the WORK PROGRAM,selected to prepare any part of the EIR without the prior written consent of DIRECTOR.CONSULTANT Project Manager shall be Travis Crawford,email Travis©candbpianninq.com.Any changes to CONSULTANT Project Manager wiii'require the prior written consent of DIRECTOR. F.CONSULTANT shall at minimum conduct one (1)scoping meeting for the Notice of Preparation (NOP)and one (1)public meeting for the Draft EIR if such meetings are requested by COUNTY. 2.OBLIGATIONS OF COUNTY A.COUNTY shall make arrangements for meetings with public agencies and the public if COUNTY requests CONSULTANT to conduct such meetings. B.COUNTY shall make available to CONSULTANT documents,studies,and other information,not otherwise confidential or privileged,in its possession related to the project. C.COUNTY,shall review CONSULTANT work and provide comments to CONSULTANT as necessary to ensure the environmental record is complete and accurate. D.COUNTY shall mail required notices to public agencies and interestgroups.' E.The deadlines for performance by COUNTY or its officers and employees set forth in this Section 2 are directory only,and the failure of COUNTY to meet such deadlines shall not be a breach of this AGREEMENT.in the event of a failure to meet any such deadlines, COUNTY shall notify CONSULTANT of delay within fifteen (15)working days. 3.COMPENSATION A.For the services performed by CONSULTANT pursuant to this AGREEMENT, COUNTY shall pay CONSULTANT a basic fee which shall be a fiat fee in the total sum of One Hundred,Eighty—Eight Thousand,Six Hundred and Twenty—Five Dollars and no cents ($188,625.00).This fiatfee is the entire consideration to be paid by COUNTY to CONSULTANT for all services performed by CONSULTANT,except as otherwise provided in subsection 3D Of this AGREEMENT (EXHIBIT D EXTRA SERVICES).In the event the PARTIES hereto OCDCONCDO‘IALONAmmmmmmmmmmummewmsoaajaaga§ja disagree as to whether certain services are included in the basic fee,DIRECTOR shall,in DIRECTOR'S reasonable discretion,make the determination as to the characterization of such services.DIRECTOR will be guided by,but not be required to follow CONSULTANT’S SCHEDULE OF FEES as found in EXHIBIT 8-3 of this AGREEMENT in determining whether certain services are included in the basic fee.The DIRECTOR’S determination shall be conclusive and binding upon the PARTIES hereto.i B.APPLICANT and COUNTY pursuant to the Agreement between APPLICANT and COUNTY entered into on the same date as this AGREEMENT (the “COUNTY/APPLICANT AGREEMENT”),and COUNTY and CONSULTANT pursuant to this AGREEMENT agree to allow the preparation of the EIR Contract Deliverabies to occur in six (6)increments,as described in EXHIBIT 8—2,with APPLICANT providing payment in advance for each Contract Deliverable increment before COUNTY may authorize CONSULTANT to commence work on said increment._ C.CONSULTANT and COUNTY agree that the EIR shalt be prepared to consist of six (6)Contract Deliverable increments.A Contract Deliverable shall be submitted only after the tasks identified for that Contract Deiiverable increment have been completed to the satisfaction of COUNTY.Ali Tasks shall be completed according to EXHIBIT B WORK PROGRAM.Upon completion of a Contract Deliverable and delivery to COUNTY, CONSULTANT may submit an invoice with documentation that the Tasks have been fully completed for that Contract Deliverable.COUNTY shall take a maximum of fifteen (15) calendar days to review,approve,and submit the invoice to the County Auditor- ControlierfTreasurer—Tax Collector.Payment shalt be issued to CONSULTANT within thirty (30)calendar days after the receipt thereof by County Auditor—Controiierfi‘reasurer Tax Collector. D.(1)Contract Deliverable i shall consist of all work performed by CONSULTANT to complete TASKS 1 and 2 as identified in the EXHIBIT B WORK PROGRAM concluding with publication of the initial Studleotice of Preparation. (2)Contract Deliverable Ii shat!consist of all work performed by CONSULTANT to complete TASKS 3,4,and 5 as identified in the EXHlBlT B WORK PROGRAM concluding with the final submission from the following studies:Air Quality and Greenhouse Gas,Biological,and Cultural/Paleontology. (3)Contract Deliverable lll shall consist of all work performed by CONSULTANT to complete TASKS 6,7,and 8 as identified in the EXHlBlT B WORK PROGRAM concluding with the final submission from the following studies:Traffic impact Analysis,Water Supply Assessment,and Noise. (4)Contract Deliverable lV shall consist of all work performed by CONSULTANT to complete TASK 9,subtasks 9.1 through 9.16 as identified in the EXHlBlT 8 WORK PROGRAM concluding with submission of Chapters 1,2,and 3 of the Draft ElR, consisting of the lntroduction,Project Description.and Impact Analysis respectively. (5)Contract Deliverable V shall consist of all work performed by CONSULTANT to complete Task 9,subtasks 9.16 through 9.22 as identified in the EXHlBlT B WORK PROGRAM concluding with publication of the Draft ElR. (6)Contract Deliverable Vl shall consist of all work performed by CONSULTANT to complete TASKS 10 and 11 as identified in the EXHlBlT 8 WORK PROGRAM concluding with submittal of the Administrative Record. (7)Upon execution of this AGREEMENT by the PARTIES hereto and thereafter upon CONSULTANT'S completion of each Contract Deliverable,CONSULTANT shall confirm.in writing,with DIRECTOR or DlRECTOR’S designee,prior to CONSULTANT'S performance of any services under a Contract Deliverable,that the sum representing APPLICANT’S incremental payment for that Contract Deliverable of work to be performed by CONSULTANT has been received by COUNTY from APPLlCANT.This total sum shall be paid to CONSULTANT as follows: (a)Contract Deliverable l:Upon receipt of a proper invoice following acceptance of Contract Deliverable l,COUNTY shall pay CONSULTANT said amount pursuant to 3.0.(1),above.The first payment of CONSULTANT shall consist of Twelve Thousand dollars and no cents ($12,000.00),approximately 6.4%ofthe total amount ofthe basic fee.The County COCONODU‘IAOONANNNNNNNNN—X—X—smummhwmgommflaa33533 shall pay Consultant said amount pursuant to 3.C.(1). (b)Contract Deliverable ll:Upon receipt of a proper invoice following acceptance of Contract Deliverable I I,COUNTY shall pay CONSULTANT said hamount pursuant to 3.C.(2),above.The second payment of CONSULTANT shall consist of Twenty~Nine Thousand,Two Hundred and Twenty-Five dollars and no cents ($29,225.00) approximately 15.5%of the total amount of the basic fee. (0)Contract Deliverable IH:Upon receipt of a proper invoice following acceptance of Contract Deliverable HI,COUNTY shall pay CONSULTANT said amount pursuant to ‘3.C.(3),above.The third payment of CONSULTANT shall consist of Sixty—One Thousand,Five Hundred and Twenty-Five Dollars and no cents (61,525.00),approximately 32.6%of the total amount of the basic fee. (d)Contract Deliverable IV:Upon receipt of a proper invoice following acceptance of Contract Deliverable IV,COUNTY shall pay CONSULTANT said amount pursuant to 3.C.(4),above.The fourth payment of CONSULTANT shall consist of Forty- Five Thousand,Two Hundred dollars and no cents ($45,200.00),approximately 24%of the total amount of the basic fee. (e)Contract Deliverable V:Upon receipt of a proper invoice following acceptance of Contract Deliverable V,COUNTY shall pay CONSULTANT séid amount pursuant to 3.0.(4),above.The fifth payment of CONSULTANT shat!consist of Twenty—Four Thousand,Three Hundred dollars and no cents ($24,300.00),approximately 12.9%of the total amount of the basic fee. (f)Contract Deliverable VI:Upon receipt of a proper invoice following acceptance of Contract Deliverable VI,COUNTY shall pay CONSULTANT said amount pursuant to 3.C.(4),above.The sixth payment of CONSULTANT shall consist of Sixteen Thousand,Three Hundred and Seventy—Five dollars and no cents ($16,375.00), approximately 8.7%of the total amount of the basic fee. E.(1)The PARTIES understand that additional work,not reasonably anticipated during the preparation of the WORK PROGRAM proposal submitted by O(OOD‘JGDO'i-waANNNNNNNNmammawmseaaaaaaas:e CONSULTANT and approved by COUNTY,may be necessary to complete the Draft and/or Final EiR.The PARTIES further understand that it is not possible to estimate accurately either the quantity or quality of comments that will be received by COUNTY during the public review period for the Draft EIR.The PARTIES agree that COUNTY may authorize CONSULTANT to perform certain necessary additional work as "Extra Services”pursuant to EXHIBIT D of this AGREEMENT. (2)The Extra Services which may be authorized are limited to those subjects set forth in EXHIBIT D,a copy of which is attached hereto and incorporated herein by reference. CONSULTANT shall not perform any Extra Services without prior written authorization from the DIRECTOR or the DIRECTOR’S designee.The total charge for all such Extra Services shall not exceed the sum of Twenty—Eight Thousand,Three Hundred dollars and no cents ($28,300.00),approximately 15%of the total amount of the basic fee. (3)Whether to authorize Extra Services is within the discretion of COUNTY. Authorization may be granted only if additional information,further analysis or other work is,in the opinion of the DIRECTOR,required to complete the Draft or Final EIR or related activities. However,if the services to be performed could reasonably have been anticipated during the preparation of the WORK PROGRAM proposal,as determined by the DIRECTOR,these services are not “Extra Services”and shaii be performed by CONSULTANT within the basic fee of this AGREEMENT.Extra Services may be authorized only after COUNTY’S receipt from APPLICANT,pursuant to COUNTY/APPLICANT AGREEMENT,of the entire sum determined by the DIRECTOR to be the maximum that may be rendered for those Extra Services. CONSULTANT shall confirm with the DIRECTOR or the DIRECTOR’S designee that said sum has been received by COUNTY from APPLICANT prior to its performance of the Extra Services. F.The advance of sufficient funds by APPLICANT to COUNTY for the compensation of both basic fee services and Extra Services prior to such services being performed,and CONSULTANT’S confirmation of same with DIRECTOR,or DIRECTOR’S designee that such sums have been received shall be conditions precedent to COUNTY’S obligation to compensate CONSULTANT for such services.in the event that CONSULTANT 7 performs any services under this AGREEMENT and such conditions precedent are not met, COUNTY shalt not be obligated to compensate CONSULTANT for the performance thereof. G.it is understood that CONSULTANT shall bear all expenses incidental to the performance of its obligations under this AGREEMENT. 4.HOLD HARMLESS AND INSURANCE A.For purposes of this Section 4,“LOSSES"includes all claims,demands,injuries, damages,costs,expenses (including attorney fees and courts costs),fines,penalties,and liabiiities of any kind. 8.CONSULTANT agrees to indemnify COUNTY,its officers,agents,employees, and volunteers from any and all costs and expenses (including reasonable attorney fees and court costs),against any LOSSES incurred by COUNTY,CONSULTANT,or any third party in connection with the performance,or failure to perform,by CONSULTANT,its officers,agents, or employees under this AGREEMENT. C.if requested by COUNTY,CONSULTANT shalt defend actions or proceedings brought or threatened against COUNTY (including its officers,agents,or employees)under this AGREEMENT.COUNTY may conduct or participate in its own defense without affecting OWNERS’obiigation to indemnify or defend COUNTY. D.The terms of this SECTION 4 shall survive the termination of this AGREEMENT. E.Without limiting COUNTY’S right to obtain indemnification from CONSULTANT or any third parties,CONSULTANT,at its sole expense.shall maintain in full force and effect,the following insurance policies throughout the term of the AGREEMENT: (a)Commerciai General Liability.Commercial General Liability Insurance with limits of not less than Two Million Dollars ($2,000,000.00)per occurrence and an annual aggregate of four million dollars ($4,000,000.00).This policy shall be issued on a per occurrence basis. CONSULTANT shall obtain an endorsement to this to this policy naming COUNTY,its officers,agents,employees,and volunteers,individualiy and collectively.as additional insureds,but only insofar as the operations under this AGREEMENT are concerned.Such coverage for additional insureds will apply as primary insurance and any other insurance,or OCOCOVCDU‘IAODN—xNNNNNNNNNmNmmhwMAoEajaaEa3jA self—insurance,maintained by COUNTY is excess only and not contributing with insurance provided under CONSULTANT policy; (b)Automobile Liability.Comprehensive Automobile Liability Insurance with limits for bodily injury of not less than One Million Dollars ($1,000,000.00)per occurrence for bodily injury and property damages.Coverage must include owned and non—owned vehicles used in connection with this AGREEMENT; (0)Workers Compensation.Worker's Compensation insurance as may be required by the California Labor Code;and (d)Professional Liability.Professional liability insurance with limits of not less than One Million Dollars ($1,000,000.00)per occurrence and an annual aggregate of Three Miilion Doiiars ($3,000,000.00).if this is an ciaims-made policy,then (1)the retroactive date must be prior to the date on which services began under this AGREEMENT;(2)CONSULTANT shall maintain the policy and provide to COUNTY annual evidence of insurance for not less than five years after completion of services under this AGREEMENT;and (3)if the policy is canceled or not renewed,and not replaced with another claims-made policy with a retroactive date prior to the date on which services begin under this AGREEMENT,then CONSULTANT shall purchase extended reporting coverage on thisclaims—made policy for a minimum of five years after completion of services under this AGREEMENT. (e)Additional Requirements: i.Verification of Coverage.Within thirty (30)days from the date CONSULTANT signs and executes this AGREEMENT,CONSULTANT shall deliver or cause its broker or producer to deliver,to the County of Fresno,Department of Public Works and Planning, Development Services and Capital Projects Division,Attn:Principal Planner,2220 Tulare Street,Sixth Floor,Fresno,CA 93721,copies of insurance policies as produced by the broker or producer,and certificates of insurance and endorsements for all coverages required under this AGREEMENT. (1)All insurance certificates must state that:(1 )the insurance coverage has been obtained and is in full force;(2)COUNTY,its officers,agents,employees.and volunteers are O(DOONCDm-bmlu—xNNNNNNNNNA—X-A—xmummhwmsommflmaggsjé not responsible for any premiums on the policy,and (3)CONSULTANT has waived its right to recover from COUNTY,its officers,agents,employees,and volunteers any amounts paid under the insurance policy required by this AGREEMENT and that waiver does not invalidate the insurance policy. (2)'The commercial general liability insurance certificates must also statethat:(1) the County of Fresno,its officers,agents,employees,and volunteers,individually and collectively,are additional insureds insofar as the operations under this AGREEMENT are concerned;(2)the coverage shalt apply as primary insurance and any other insurance,or self-insurance,maintained by COUNTY shall be excess only and not contributing with insurance provided under CONSULTANT’S policy. (3)The automobile liability insurance certificate must state that the policy covers any auto sued in connection with this AGREEMENT. (4)The professional liability insurance certificates,if it is a claims—made policy, must also sate the retroactive date of the policy,which must be prior to the date on which services began under this AGREEMENT. ii.All insurance policies required under this AGREEMENT must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this AGREEMENT an AM.Best,|nc.,rating of A.Vll or greater. iii.For each insurance policy required under this AGREEMENT,CONSULTANT shall provide to COUNTY,or ensure that the policy requires the insurer to provide to COUNTY,written notice of any cancellation or change in the policy as required in this paragraph.For cancellation of the policy for nonpayment of premium,CONSULTANT shall,or cause the insurer to,provide written notice to COUNTY not less than 10 days in advance of cancellation.For cancellation of the policy for any other reason,and for any other change to the policy,CONSULTANT shall or shall cause the insurer to,provide written notice to COUNTY not less than 30 days in advance of cancellation or change.COUNTY in its sole discretion may determine that the failure of CONSULTANT or its insurer to timely provide a written notice required by this paragraph is a breach of this AGREEMENT. 1O OCOCONODm-thANNNNNNNNNmummkmmdoggjaagasj-A iv.if CONSULTANT has or obtains insurance with broader coverage,higher limits,or both.than what is required under this AGREEMENT,then COUNTY requires and is entitled to the broader coverage,higher limits,or both.To that end,CONSULTANT shall deliver,or cause its broker or producer to deliver,to COUNTY’S Risk Manager copies of insurance policies that have such broader coverage,higher limits,or both,as produced by the broker or producer,and certificates of insurance and endorsements for all of the coverages that have such broader coverage.higher limits,or both,as required under this AGREEMENT. v.CONSULTANT waives its right to recover from COUNTY,its officers,agents, employees,and votunteers any amounts paid under the policy of worker's compensation insurance required by this AGREEMENT.CONSULTANT is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver,but OWNERS’waiver of subrogation under this paragraph is effective whether or not OWNERS obtain such an endorsement. vi.If CONSULTANT fails to keep in effect at all times any insurance coverage required under this AGREEMENT,COUNTY may,in addition to any other remedies it may have,suspended or terminate this AGREEMENT upon the occurrence of that failure,or purchase such insurance coverage,and charge the cost of that coverage to CONSULTANT. COUNTY may offset such charges against any amounts owed by COUNTY to CONSULTANT under this AGREEMENT. 5.BREACH AND TERMINATION A.This AGREEMENT may be immediately terminated by COUNTY upon written notice to CONSULTANT if CONSULTANT fails to comply with any or all of the terms of this AGREEMENT o_r APPLICANT requests that COUNTY discontinues processing the project.In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of this AGREEMENT or any.default which may then exist on the part of CONSULTANT.COUNTY’S termination of this AGREEMENT due to CONSULTANTS breach shall not limit the rights of COUNTY to seek other relief,including the recovery of damages. B.if this AGREEMENT is terminated as provided in this section,CONSULTANT 11 CDOOme-hwméNNNNNNNNN—X—é—A—x shall be compensated for satisfactorily—performed services completed to the date of termination based upon the compensation rates set forth in EXHIBIT B WORK PROGRAM,which is attached hereto and incorporated herein by this reference,and subject to the total sum agreed to herein,together with such additional services satisfactorily performed by CONSULTANT after termination which are authorized by COUNTY to complete the work performed to the date of termination. 6.WORK PRODUCT A.Any and all reports,studies,data,or other information,prepared or assembled by CONSULTANT under this AGREEMENT shall not be provided to-any person,association, corporation,or other organization during the term of this AGREEMENT without the prior written consent of COUNTY. B.COUNTY shall have the unlimited authority to forever publish,disclose, distribute and otherwise use throughout the world.in whole or in part,and allow others to do so.any and all reports,studies,data,or other information prepared by CONSULTANT pursuant to this AGREEMENT. C.All documents prepared or obtained by CONSULTANT shall become the exclusive property of COUNTY.Upon termination of this AGREEMENT and prior to any compensation received from COUNTY for unpaid services,CONSULTANT shall surrender to COUNTY all work products created pursuant to this AGREEMENT without any reservation of rights therein.CONSULTANT may retain such documents only for so long as COUNTY authorizes such work product to be retained to allow the completion of work as provided in Subsection 5.8 of this AGREEMENT.CONSULTANT may retain copies of any documents prepared or obtained by CONSULTANT and designated as public records under the Public Records Act,and such documents may be used by CONSULTANT in any manner after this AGREEMENT has been terminated. D.The Consultant shall provide (submit,reproduce,and distribute)Draft EIR,Final EiR,MMRP,appendices,exhibits and any additional reference material in the quantities and f0rmat(s)as specified in EXHIBIT B WORK PROGRAM Of this AGREEMENT.COUNTY will 12 COOONODU'l-hOONANNNNNMNNNAAAooximmAmNAocoooxxaai$§33 require that CONSULTANT provide documents in both Microsoft Word Office 2016 (or newer) and Portable Document Format (.pdf)file formats. 7.TlME OF PERFORMANCE It is understood that weather and other factors beyond CONSULTANT’S control may delay the completion of field work necessary for preparation of the EIR.CONSULTANT will be allowed as many additional days as are necessary to compensate for days lost dueto inclement weather or delays resulting from actions by APPLICANT including but not limited to changes in the project.if additional time is needed because of delay caused by factors beyond CONSULTANT’S control,CONSULTANT shall timely request an extension of time in writing. The granting of such an extension shall be at the discretion of the DlRECTOR.or the DIRECTOR’S designee. 8.INDEPENDENT CONTRACTOR in performance of the work,duties,and obligations assumed by CONSULTANT under this AGREEMENT,it is mutually understood and agreed that CONSULTANT,including any and all of CONSULTANT’S officers,agents,employees,and Sub-consultants,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 venture,partner,or associate ofCOUNTY. Furthermore,COUNTY shall have no right to control or supervise or direct the manner or method by which CONSULTANT shall perform its works and function.However,COUNTY shall retain the right to administer this AGREEMENT so as to verify that CONSULTANT is performing its obligations in accordance with the terms and conditions thereof.CONSULTANT and COUNTY shall comply with all applicable provisions of law and the rules and regulations, if any,of Governmental authorities having jurisdiction over matters the‘subject thereof. Because of its status as an independent contractor,CONSULTANT shall have absolutely no right to any and all employment rights and benefits available to COUNTY employees.CONSULTANT shall be solely liable and responsible for providing to,or on behalf of its employees,all legalIy-required employees benefits.In addition,CONSULTANT shall be solely responsible and save COUNTY harmless from all matters relating to payment of 13 —-\.O(OOO'xlCDm-it-oom CONSULTANT’S employees,including compliance with Social Security withholding,and all other regulations governing such matters.it is acknowledged that during the term of this AGREEMENT,CONSULTANT may be providing services to others unrelated to COUNTY or to this AGREEMENT.7 9.CONFLICT OF INTEREST CONSULTANT,Sub—consultants and CONSULTANT’S employees shall adhere to the Conflict of Interest Code of the Department of Public Works and Planning (EXHIBIT E). 10.GOVERNING LAW 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. Any controversy or claim arising out of or relating to this AGREEMENT which cannot be amicably settled without court action shall be litigated either in a state court for Fresno County, California or in the US.District Court for the Eastern District of California located in Fresno County,California. 11.AMENDMENTS Any changes to this AGREEMENT requested either by COUNTY or CONSULTANT may only be effected if mutually agreed upon in writing by duly authorized representatives of the PARTIES hereto.This AGREEMENT shall not be modified or amended or any rights of a PARTY to it waived except by such a writing. 12.COMPLIANCE WITH LAWS CONSULTANT shall comply with all Federal,State,and local laws,ordinances, regulations,and Fresno Couhty Charter Provisions applicable in the performance of its services. 13.AUDITS AND INSPECTIONS CONSULTANT shall at any time during business hours,and as often as COUNTY may deem necessary,make available to COUNTY for examination all of its records and data with respect to the matters covered by this AGREEMENT.CONSULTANT shall,upon request by COUNTY,permit COUNTY to audit and inspect all of such records and data necessary to 14 Otooowmm-bwmANNNNNNNNNAmummhmonoaigaga-sj-A ensure CONSULTANT’S compliance with the terms of this AGREEMENT. if this AGREEMENT exceeds ten thousand dollars ($10,000.00),CONSULTANT shall be subject to the examination and audit of the Auditor General for a period of three (3)years after final payment under contract (Government Code Section 8546.7). 14.MAINTAIN AND PROVIDE ADMINISTRATIVE RECORD. CONSULTANT shall prepare and assemble the Administrative Record and furnish it to COUNTY after the Notice of Determination,including the findings and Statement of Overriding Consideration,are filed with the County Clerk Officer.The Administrative Record is the entirety of the information relied upon to prepare the EIR.The Administrative Record is inclusive of all information and analyses either generated or obtained from other sources,or used to support documentation and analyses.A complete Administrative~Record is the entirety of the information relied upon within CONSULTANT’S possession plus all information in other locations listed in the references.Information listed in the references at other locations does not have to be included.CONSULTANT shall organize the information comprising the Administrative Record as an accessible file,indexed by topic to the extent possible,and submit this record to COUNTY. 15.CONTRACT ADMINISTRATION: CONSULTANT shall notify its appropriate employees of the individual COUNTY designates as COUNTY Contract Administrator for this EIR.All routine correspondence and telecommunications related to Contract performance and related issues should be addressed as follows: Christina Monfette,Planner Department of Public Works and Planning Development Services Division 2220 Tulare Street,6lh floor Fresno,CA 93721 Phone:(559)600-4245 e-mail:cmonfette@FresnoCountyCA.gov 16.ENTIRE AGREEMENT This AGREEMENT constitutes the entire AGREEMENT between CONSULTANT and COUNTY with respect to the subject matter hereof and supersedes all previous negotiations, 15 proposals,commitments,writing,advertisements,publications,and understandings of any nature whatsoever unless expressly included in this AGREEMENT. 17.NOTICES The persons and their addresses having authority to give and receive notices under this AGREEMENT include the foliOwing: COUNTY: Steven E.White,Director Department of Public Works and Planning 2220 Tulare Street,Sixth Floor Fresno,CA 93721 Attn:Division Manager/Development Services CONSULTANT: Travis L.Crawford,Project Manager Crawford and Bowen Planning,Inc. 113 N.Church Street,Suite 302 Visalia,CA 93291 Any and all notices between COUNTY and CONSULTANT provided for or permitted under this AGREEMENT or by law shall be in writing and she”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. 18.NON-ASSIGNMENT Neither PARTY shall assign,transfer or sub—contract this AGREEMENT nor their rights or duties under this AGREEMENT without the written consent of the other PARTY. 19.CONSULTANT’S LEGAL AUTHORITY Each individual executing or attesting this AGREEMENT on behalf of CONSULTANT hereby covenants,warrants,and represents:(i)that he or she is authorized on behalf of the corporation in accordance with a duly adopted resoiution of the corporation’s board ofdirectors and in accordance with such corporation’s articles of incorporation or charter and bylaws ;and (ii)that this Agreement is binding on the corporation;and (iii)that the APPLICANT is a duly organized and legally existing corporation in good standing in the State,of California. 20.BINDING UPON SUCCESSORS This AGREEMENT shall be binding upon and inure to the benefit of the PARTIES and 16 (DCDNCDU‘l-PCON—xNNNNNNNNmummsz—xBEEQSE—Sa‘fija their respective successors in interest,assigns,legal representatives,and heirs. 21.DISCLO$URE OF SELF-DEALING TRANSACTIONS This provision is only applicable if CONSULTANT is operating as a corporation (a for- profit or non-profit corporation)or if during the term of this AGREEMENT,CONSULTANT changes its status to operate as a corporation. Members of CONSULTANT’S Board of Directors shall disclose any self-dealing transactions they are a party to while CONSULTANT is providing goods or performing services under this AGREEMENT.A seif-dealing transaction shall mean a transaction to which CONSULTANT is a party and in which one or more of its directors has a material financial interest.Members of the Board of Directors shall disclose any self—dealing transactions that they are a party to by completing and signing a Self-Dealing Transaction Disclosure Form (EXHIBIT F)and submitting it to COUNTY prior to commencing with the self— dealing transaction or immediately thereafter. 22.HEADINGS;CONSTRUCTION;STATUTORY REFERENCES The headings of the sections and paragraphs of this AGREEMENT are for convenience only and shall not be used to interpret this AGREEMENT.This AGREEM ENT is the product of negotiation between the PARTIES.The language of this AGREEMENT shall be construed as a whole according to its fair meaning and not strictly for or against any PARTY.Any rule of construction to the effect that ambiguities are to be resolved against the drafting PARTY shall not apply in interpreting this AGREEMENT.All references in this AGREEMENT to particular statutes,regulations,ordinances or resolutions of the United States.the State of California,or County of Fresno shall be deemed to include the same statute,regulation,ordinance,or resolution as hereafter amended or renumbered,or if repeated,to such other provisions as may thereafter govern the same subject. //l //l //l 17 O(DOONCDUI-h-OJN—ANNNNNNNNmummemmegeasaasa's34 23.COUNTERPARTS This AGREEMENT may be executed in two or more counterparts,each of which shall be deemed to be an original,and all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF,the PARTIES hereto have caused this AGREEMENT to be executed as of the day and year first above written. CONSULTANT: Crawford and Bowen Planning,Inc. 113 N.Church Street,Suite 302 Visalia,CA 93291 RAVIS L.CRAWFQQD’, PRESIDENT ORG.NO.:4360-0200 SUBCLASS NO.:10000 FUND NO.:0001 ACCOUNT NO.:7295 COUNTY OF FRESNO: REVIEWED AND RECQM NDED FOR APPROVAL BY: STEVEN E.WHITE DIRECTOR DEPARTMENT OF PUBLIC WORKS AND PLANNING G:\4360Devs&Pln\PROJSEC\PROJDOCS\Environmental\E1R -EIS\7524 Malaga Rezone\Agreements\ElR PreparaliomElR 7524 - Consultant Agreement.docx 18