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HomeMy WebLinkAbout27738DATE: 2/23/15 Contract No.: Contract Title: Contract Period: Using Agencies: Terms: Total Contract Amt.: Buyer Name: P-14-738-L Housing Element Update 6/27/2014 -12/1/2015 PW $57,540.00 Carolyn Flores Requisition No: 4361502053 ----------------------- [!]NEW [!] TICKDATE '----------'1 RENEWAL 11/15/15 Vendor Number: Name/Address: Representative: Phone No.: Email: Org: 43600200 Supersedes: L---'~ ADJUSTMENT DESCRIPTION: Consultant seNices to update the Fresno County 41h Cycle Housing Element SPECIAL INSTRUCTIONS: DISTRIBUTION: Completed By: Date: DEPARTMENT: PW X __ _ REQUISITIONER: Mohammad Khorsand X __ _ 0000277944 Veronica Tam & Assoc 107 S. Fair Oaks Ave, Ste 212 Pasadena, CA 91105 t__ _ _,l REFERENCE Completed By: Date P·--(L{ -(3~·-L 1 CONSULTANT AGREEMENT 2 THIS AGREEMENT is made and entered into this 21-'t'rday of ~UN£. 2014, by and 3 between the COUNTY OF FRESNO, a political subdivision of the State of California, 4 hereinafter referred to as the "County", and Veronica Tam and Associates, Inc., hereinafter 5 referred to as the "Consultant". 6 WITNESSETH 7 WHEREAS, the Consultant has been selected to update the County of Fresno's 8 General Plan Housing Element herein referred to as the Project and conduct related 9 environmental review covering the planning period of January 1, 2006 through June 30, 2013 10 (4th cycle) on behalf of the County. The consultant will assist the County in preparing a 11 Housing Element that meets all of the requirements mandated by the State of California and 12 meets the requirements for certification by the California Department of Housing and 13 Community Development (HCD). The consultant will analyze environmental effects 14 associated with the updated Housing Element under provisions of the California 15 Environmental Quality Act (CEQA); and 16 WHEREAS, the Consultant understands that the California Environmental Quality Act 17 (CEQA) requires that the environmental documents prepared for the project reflect the 18 independent judgment of the lead agency; and 19 WHEREAS, the Consultant understands that it must meet the requirements for an 20 interdisciplinary approach in the preparation of the environmental documents, as specified in 21 Article 14 of the CEQA Guidelines (Section 15120-15132), and that the Consultant must 22 have no interest, financial or otherwise, in the outcome of the Proposed Project or any related 23 projects; and, 24 WHEREAS, the Consultant represents that the firm is qualified, able and willing to 25 prepare a Housing Element Update and to deliver the legally adequate environmental 26 documents as are required by the County and as are required by law for the Project ; and, 27 NOW, THEREFORE, in consideration of the Covenants and Conditions set forth 28 herein, the parties agree as follows: 1 This Agreement shall become effective upon execution hereof by the parties hereto 3 4 and shall terminate following Final payment under the Agreement. 1. Obligations of the Consultant A. Consultant shall not initiate any work associated with this agreement unless and until receipt of a Notice to Proceed is issued by the County. Upon Consultant's receipt of written Notice to Proceed with the identified work issued by the County, the Consultant shall prepare in phases, an updated Housing Element covering the 4tn Cycle 8 period and conform to the Project Schedule submitted by the Consultant and approved by the 9 Director or the Director's designee. A copy of the approved Project Schedule is attached 1 0 hereto as Exhibit "A" and incorporated herein by this reference. 11 B. The Consultant shall review background information, Fresno County's 12 3rd Cycle Housing Element, the draft 41h Cycle Housing Element and other relevant documents 1 related to the 3rd Cycle Housing Element. C. The Consultant shall not revise the approved Project Schedule or 1 replace any Sub-consultant or staff stated in the RFP to prepare any part of the Proposed 16 Project without the prior written consent of the Director or the Director's designee. The 17 Consultant Principal-in-Charge/Project Manager shall be Veronica Tam, AlCP, email 18 veronica.tam@vtaplanning.com. 19 D. The Consultant shall conduct a minimum of two (2) community workshops to facilitate public input, and attend up to two (2) Planning Commission, and up to two (2) Board of Supervisors hearings, and amend the document as needed, following Planning Commission and/or Board of Supervisors review. 23 E. The Consultant shall coordinate with the California Department of 24 Housing and Community Development (HCD) review of the Housing Element prior to the 25 Planning Commission hearing and subsequent to the Board of Supervisors hearing until such 26 time that the Housing Element is certified by HCD including addressing recommended 27 modifications and/or comments and resolving any issues. 28 2 1 2 2. Obligations of the County A. The County shall make available to the Consultant all documents, 3 studies, and other information, not otherwise confidential or privileged, in its possession related to the Project. 5 B. The County shall review Consultant's work and provide comments to the 6 Consultant within the time frame specified in Exhibit "N. C. The County shall arrange for publication of the Project, mailing required 8 notices to public agencies, and interest groups. 9 D. The County shall coordinate with the Consultant to arrange workshops with 1 the stakeholders or the public. 11 E. The deadlines for performance by the County or its officers and employees 12 set forth herein are directory only, and the failure of the County to meet such deadlines shall 13 not be a breach of this Agreement. The County shall exercise good faith to meet all 14 deadlines, and shall promptly notify the Consultant of delay. 15 3. Compensation 16 A. Basic Fee: For the services performed by the Consultant pursuant to 17 this Agreement, the County shall pay the Consultant a fee which shall be a flat fee in the total 1 sum of Fifty-Seven Thousand, Five Hundred and Seventy-Four Dollars ($57,574.00). This fee is the entire consideration to be paid by the County to the Consultant for all services 2 performed by the Consultant, except as otherwise provided in. Subsection 3.D of this Agreement (Exhibit "B". Extra Services). In the event the parties hereto disagree as to whether certain services are included in the basic fee, the Director or the Director's designee shall, in the Director or the Director's designee's reasonable discretion, make the determination as to the characterization of such services. The Director or the Director's 25 designee will be guided by, but not be required to follow the Consultant's Project Schedule as 26 found in Exhibit "A" of this Agreement as well as the list of tasks and deliverable listed in 27 Section 3.B of this Agreement in determining whether certain services are included in the 28 3 1 basic fee. The Director or the Director's designee's determination shall be conclusive and binding upon the parties hereto. 3 B. Tasks and Deliverables: Consultant and County agree that the 4 Proposed Project shall be prepared in phases that shall consist of five tasks. A Contract 5 Deliverable shall be considered to have been completed only after all the tasks identified for 6 that Contract Deliverable have been completed to the satisfaction of the County. All tasks shall be completed according to Project Schedule Exhibit "A". Upon completion of a Contract 8 Deliverable and delivery to the County, the Consultant may submit an invoice for that Contract 9 Deliverable. The Director or the Director's designee must first accept a Contract Deliverable 1 in writing before the Consultant's invoice for payment can be accepted for processing. The 11 County is not required to pay the Consultant or to process an invoice until the Director or the 12 Director's designee accepts the applicable Contract Deliverable. Tasks and related 1 deliverables for the Project are as follows: 14 Task 1: Housing Element Technical Appendix 15 Deliverables: Review of Past Accomplishments Matrix (electronic copies) Staff Review Technical Appendix (needs assessment, constraints, resources) (4 hard copies and 1 electronic copy) Public Review Draft Technical Appendix (4 hard copies and 1 electronic copy) 1 9 Task 2: Housing Plan Deliverables: 20 21 Staff Review Draft Housing Plan (4 hard copies and 1 electronic copy) Public Review Draft Housing Plan {4 hard copies and 1 electronic copy) 22 Task 3: Public Participation 2 24 25 26 27 28 Deliverables: Consultant shall conduct a minimum of two (2) community workshops to facilitate public input Consultant shall attend up to two (2) Planning Commission and up to two (2) Board of Supervisors hearings Outreach list (augmenting County current list) Draft Flyers/public notices (not including publishing) Power Point presentation 4 1 1 1 1 Summary of public comments 2 Task 4: HCD Review 3 Deliverables: 4 5 6 HCD Review Draft Housing Element and Technical Appendix (1 hard copy and 1 electronic copy) Revised Draft Housing Element (1 hard copy and 1 electronic copy) Final Housing Element {4 hard copies and 1 electronic copy) 7 Task 5: CEQA Compliance Deliverables: 8 9 Staff Review Draft Initial Study (4 hard copies and 1 electronic copy) Public Review Draft Initial Study {30 hard copies and 1 electronic copy) Payment of Invoices Upon receipt of a proper invoice following acceptance of a Contract Deliverable as described above, the County shall take a maximum of ten (10) calendar days to review, approve and submit the invoice to the Financial Services Division of the Department of Public Works and Planning. Payment shall be issued to the Consultant within thirty (30) calendar days after the receipt thereof by Financial Services Division. This total sum shall be paid to the Consultant 16 17 1 19 as follows: (a) Contract Deliverables I The first payment of the Consultant for the Project deliverable I shall consist of Nineteen Thousand, Five Hundred and Eleven Dollars 20 {$19,511.00). This amount is approximately 34 percent of the total basic fee. The County 21 shall make payment of the said amount only after acceptance of the Contract Deliverables 1, and receipt of a proper invoice pursuant to No. 7 above. (b) Contract Deliverables II 25 The second payment of the Consultant for the deliverable II shall consist of Five Thousand, Seven Hundred and Ten Dollars ($5.71 0.00). 26 This amount is approximately 1 0 percent of the total basic fee. The County shall make 27 2 payment of the said amount only after acceptance of the Contract Deliverables II, and receipt 5 1 of a proper invoice pursuant to No.7, above. 2 (c) Contract Deliverables Ill 3 The third payment of the Consultant for deliverable Ill 4 shall consist of Thirteen Thousa~d, One Hundred and Fifty-One Dollars ($13,151.00). This 5 amount is approximately 23 percent of the total basic fee. The County shall make payment of 6 the said amount only after acceptance of the Contract Deliverables Ill, and receipt of a proper 7 invoice pursuant to No. 7 above. 8 9 (d) Contract Deliverables IV The fourth payment of the Consultant for deliverable IV 1 shall consist of Nine Thousand and Eleven Dollars ($9,011.00). This amount is approximately 11 16 percent of the total basic fee. The County shall make payment of the said amount only 12 after acceptance of the Contract Deliverables IV, and receipt of a proper invoice pursuant to 13 No. 7 above. 1 (e) Contract Deliverables V 15 The fifth payment of the Consultant for deliverable V 16 shall consist of Ten Thousand, One Hundred and Ninety-One Dollars ($10,191.00). This 17 amount is approximately 17 percent of the total basic fee. The County shall make payment of 18 the said amount only after acceptance of the Contract Deliverables V, and receipt of a proper 19 invoice pursuant to No. 7 above. 20 21 D. Extra Services (1) The parties understand that additional work, not reasonably 2 anticipated during the preparation of the Project Schedule proposal submitted by the 23 Consultant and approved by the County, may be necessary to complete the Draft and/or Final 24 41h Cycle General Plan Housing Element Update. The parties agree that the County may 2 authorize the Consultant to perform certain necessary additional work as "Extra Services» 2 28 pursuant to Exhibit "B" of this Agreement. (2) The Extra Services which may be authorized are limited to 6 1 those subjects set forth in Exhibit "B", a copy of which is attached hereto and incorporated 2 herein by reference. The Consultant shall not perform any Extra Services without prior written 3 authorization from the Director or the Director's designee. The total charge for all such Extra 4 Services shall not exceed the sum of Seven Thousand, Four Hundred Twenty-Six Dollars, 5 ($7 ,426.00) approximately 13 percent of the total amount of the basic fee. 6 (3) Whether to authorize Extra Services is within the discretion of the County. Authorization may be granted only if additional information, further analysis or 8 other work is, in the reasoned opinion of the Director or the Director's designee, required to 9 complete the Draft or Final 41h Cycle General Plan Housing Element Update or related 10 activities. However, if the services to be performed could reasonably have been anticipated 11 during the preparation of the Project Schedule proposal, as determined by the Director or the 1 Director's designee, these services are not "Extra Services" and shall be performed by the Consultant within the basic fee of this Agreement. Extra Services may be authorized only 1 after the County's receipt from the Applicant, pursuant to the Applicant/County Agreement, of the entire sum determined by the Director or the Director's designee to be the maximum that 1 may be rendered for those Extra Services. 17 18 E. Consultant to Bear Expenses: It is understood that the Consultant shall bear all expenses incidental to 19 the performance of his obligations under this Agreement. 2 21 4. Hold Harmless and Insurance A. The Consultant shall hold the County, its Boards, Commissions, 22 officers, agents, and employees harmless and indemnify and, at County's request, defend the 2 County, its Boards, Commissions, officers, agents, and employees, against the payment of any and all costs and expenses (including reasonable attorney fees and court costs), claims, 2 losses, damages, causes of action, lawsuits, liability for bodily and personal injury to or death 26 of any person, and for injury or loss of any property resulting from or arising out of or in any 27 way connected with any negligent or wrongful acts or omissions of the Consultant, its officers, 28 7 1 agents, and employees, in performing or failing to perform any work services or functions 2 provided for or referred to or in any way connected with any work, services, or functions to be 3 performed under this Agreement and against the payment of any and all costs and expenses (including reasonable attorney fees and court costs), claims, losses, damages, causes of 5 action, lawsuits, liability for bodily and personal injury to or death of any person, and for injury 6 or loss of any property. 7 B. Without limiting the County's right to obtain indemnification from the 8 Consultant or any third parties, the Consultant, at its sole expense, shall maintain in full force 9 and effect the following insurance policies throughout the term of this Agreement: (1) 1 Commercial General Liability Insurance with limits of not less than One-Million Dollars ($1,000,000.00) per occurrence and an annual aggregate of Two Million Dollars ($2,000,000.00). 1 This policy shall be issued on a per occurrence basis. COUNTY may require specific coverage's including completed operations, products liability, contractual liability, Explosion-Collapse- 1 Underground, fire legal liability or any other liability insurance deemed necessary because of the 15 nature of this contract; (2) Comprehensive Automobile Liability Insurance with limits for bodily 16 injury of not less than Two-Hundred Fifty-Thousand Dollars ($250,000.00) per person, Five- 1 Hundred-Thousand Dollars ($500,000.00) per accident, and for property damages of not less 18 than Fifty-Thousand Dollars ($50,000.00), or such coverage with a combined single limit of Five- 19 Hundred-Thousand Dollars ($500,000.00). Coverage should include owned and non-owned 20 vehicles used in connection with this Agreement; (3) Professional Liability Insurance, if 21 Consultant employs licensed professional staff, (e.g., Ph.D., R.N., L.C.S.W., M.F.C.C.) in 22 providing services, with limits of not less than One-Million Dollars ($1,000,000.00) per 23 occurrence, Two-Million Dollars ($2,000,000.00) annual aggregate; and (4) A policy of Worker's 24 Compensation insurance as may be required by the California Labor Code. 2 The general liability and automobile liability insurance policies shall 2 28 name the County, its officers, agents, and employees, individually and collectively, as additional insured, but only insofar as the operations under this contract are concerned. Such 8 1 coverage for additional insured shall apply as primary insurance and any other insurance, or 2 self-insurance, maintained by the County, its officers, agents, and employees, shall be excess 3 only and not contributing with insurance provided under the Consultant's policies herein. This 4 insurance shall not be canceled or changed without a minimum of thirty (30) days advance 5 written notice given to County. 6 Prior to the commencement of performing its obligations under this 7 Agreement, the Consultant shall provide certificates of insurance on the foregoing policies, as 8 required herein, to the Director or his designee, as proof that such insurance coverage's have 9 been obtained and are in full force; that the County, its officers, agents, and employees shall 1 not be responsible for any premiums on the policies; that such insurance (general liability and automobile liability only) names the County, its officers, agents, and employees, individually 1 and collectively, as additional insured, but only insofar as the operations under this contract are concerned; that such coverages for additional insured shall apply as primary insurance 1 and any other insurance, or self-insurance, maintained by the County, its officers, agents, and 15 employees, shall be excess only and not contributing with insurance provided under the 16 Consultant's policies herein; and that this insurance shall not be canceled or changed without 17 a minimum thirty (30) days advance, written notice given to the County. 1 In the event the Consultant fails to keep in effect at all times insurance coverages as herein provided, the County may, in addition to other remedies it may have, 2 suspend or terminate this Agreement upon the occurrence of such event. 5. Breach and Termination A. This agreement may be immediately terminated by the County upon written notice to the Consultant if the Consultant fails to comply with any or all of the terms of 24 this Agreement. In no event shall any payment by the County constitute a waiver by the 25 County of any breach of this Agreement or any default which may then exist on the part of the 26 Consultant. The County's termination of this Agreement due to the Consultant's breach shall 2 not limit the rights of the County to seek other relief, including the recovery of damages. 28 9 1 B. If this Agreement is terminated as provided in this section, the 2 Consultant shall be compensated for satisfactorily-performed services completed to the date 3 of termination based upon the compensation rates set forth in the Project Schedule Exhibit "A", which is attached hereto and incorporated herein by this reference, and subject to the 5 total sum agreed to herein, together with such additional services satisfactorily performed by 6 the Consultant after termination which are authorized by the County to complete the work performed to the date of termination. 8 C. If the Consultant terminates the Agreement for reasons other than 9 material breach by the County, the Consultant shall reimburse the County, up to a maximum 1 of Three Thousand, Five Hundred and Fifty Dollars ($3,550) for the actual expense of issuing 11 a new Request For Proposal, engaging a new Consultant, and the new Consultant's cost in 12 becoming familiar with the previous consultant's 4th Cycle General Plan Housing Element 13 Update documentation. 1 D. The County may immediately suspend or terminate this Agreement in 15 whole or in part, where in the determination of the County there is: 16 1 18 19 20 21 2 2 6. 1. 2. 3. An illegal or improper use of funds; A failure to comply with any term of this Agreement; A substantially incorrect or incomplete report submitted to the County; 4. Inadequately performed services, as may be determined by Director or the Director's designee. Work Product A. Any and all reports, studies, data, or other information, prepared or assembled by the Consultant under this Agreement shall not be provided to any person, 2 association, corporation, or other organization during the term of this Agreement without the prior written consent of the County. B. The County shall have the unlimited authority to forever publish, 10 1 disclose, distribute and otherwise use throughout the world, in whole or in part, and allow others to do so, any and alf reports, studies, data, or other information prepared by the Consultant pursuant to this Agreement. C. All documents prepared or obtained by the Consultant shall become the 5 exclusive property of the County. Upon termination of this Agreement and prior to any 6 compensation received from the County for unpaid services, the Consultant shall surrender to the County all work products created pursuant to this Agreement without any reservation of 8 rights therein. Consultant may retain such documents only for so long as the County 9 authorizes such work product to be retained to allow the completion of work as provided in 1 Subsection 5.8 of this Agreement. Consultant may retain copies of any documents prepared or obtained by the Consultant and designated as public records under the Public Records Act, 1 and such documents may be used by the Consultant in any manner after this Agreement has 1 been terminated. 1 D. The Consultant shalf provide (submit, reproduce, and distribute) the 1 Draft 4th Cycle General Plan Housing Element Update, Final41h Cycle General Plan Housing 16 Element Update, draft environmental documents, final environmental documents, appendices, 17 exhibits, and any additional reference material in the quantities and format(s) as specified in 18 Exhibit "A" Project Schedule of this agreement. The County will require that the Consultant 1 provide documents in both Microsoft Word Office and Adobe Acrobat pdf electronic file · 20 formats. 21 7. Time of Performance 2 If additional time is needed because of delay caused by factors beyond the 2 Consultant's control, the Consultant shalf request in a timely manner an extension of time in writing. The granting of such an extension shall be at the discretion of the Director, or the 2 26 27 28 Director's designee. 8. Independent Contractor In performance of the work, duties, and obligations assumed by the Consultant 11 1 under this Agreement, it is mutually understood and agreed that the Consultant, including any 2 and all of the Consultant's officers, agents, and employees, will at all times be acting and 3 performing as an independent contractor, and shall act in an independent capacity and not as 4 an officer, agent, servant, employee, joint venture, partner, or associate of the County. 5 Furthermore, the County shall have no right to control or supervise or direct the manner or 6 method by which the Consultant shall perform its works and function. However, the County shall retain the right to administer this Agreement so as to verify that the Consultant is 8 performing its obligations in accordance with the terms and conditions thereof. The 9 Consultant and the County shall comply with all applicable provisions of law and the rules and 1 regulations, if any, of Governmental authorities having jurisdiction over matters the subject thereof. 1 Because of its status as an independent contractor, the Consultant shall have 1 absolutely no right to any and all employment rights and benefits available to County 1 employees. The Consultant shall be solely liable and responsible for providing to, or on 1 behalf of its employees, all legally-required employees benefits. In addition, the Consultant shall be solely responsible and save the County harmless from all matters relating to payment 1 of the Consultant's employees, including compliance with Social Security withholding, and all 18 other regulations governing such matters. It is acknowledged that during the term of this 19 Agreement, Consultant may be providing services to others unrelated to the County or to this 20 Agreement. 21 9. Conflict of Interest 22 The Consultant, Sub-consultants, and Consultant's employees shall adhere to 23 the Conflict of Interest Code of the Department of Public Works and Planning (Exhibit "C"). 24 1 D. Governing Law 25 The rights and obligations of the parties and all interpretations and 26 performance of this Agreement shall be governed in all respects by the laws of the State of 27 California. 28 12 1 Any controversy or claim arising out of or relating to this Agreement which 2 cannot be amicably settled without court action shall be litigated either in a state court for 3 Fresno County, California or in the U.S. District Court for the Eastern District of California 4 located in Fresno County, California. 5 11. Amendments 6 Any changes to this Agreement requested either by the County or the 7 Consultant may only be affected if mutually agreed upon in writing by duly authorized 8 representatives of the parties hereto. This Agreement shall not be modified or amended or 9 any rights of a party to it waived except by such writing. 1 12. Compliance With Laws The Consultant shall comply with all Federal, State, and local laws, ordinances, 1 regulations, and Fresno County Charter Provisions applicable in the performance of its 13 services. 14 15 13. Audits and Inspections The Consultant shall at any time during business hours, and as often as the 16 County may deem necessary, make available to the County for examination all of its records 17 and data with respect to the matters covered by this Agreement. The Consultant shall, upon 18 request by the County, permit the County to audit and inspect all of such records and data 19 necessary to ensure the Consultant's compliance with the terms of this Agreement. 2 If this Agreement exceeds Ten-Thousand Dollars ($10,000.00), the Consultant 24 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. Contract Administration: The Consultant shall notify its appropriate employees of the individual whom 25 the County designates as the County Contract Administrator for this 41h Cycle General Plan 26 Housing Element Update. All correspondence and telecommunications related to Contract 27 performance and related issues should be addressed as follows: 28 13 1 2 3 4 5 16. Mohammad Khorsand, Senior Planner Department of Public Works and Planning Development Services Division Policy Planning Unit 2220 Tulare Street, Sixth floor Fresno, CA 93721 Phone: (559) 600-4022 Fax: (559) 600-4203 E-mail: mkhorsand@co.fresno.ca.us Entire Agreement This Agreement constitutes the entire agreement between the CONSULTANT 8 and COUNTY with respect to the subject matter hereof and supersedes all previous 9 negotiations, proposals, commitments, writing, advertisements, publications, and 1 understandings of any nature whatsoever unless expressly included in this Agreement. 17. Notices 1 The persons and their addresses having authority to give and receive notices 13 under this Agreement include the following: 14 15 16 17 18 19 20 21 22 2 COUNTY: Alan Weaver, Director Department of Public Works and Planning 2220 Tulare Street, Sixth Floor Fresno, CA 93721 CONSULT ANT: Veronica Tam and Associates, Inc. Veronica Tam, Principal/Project Manager 107 S. Fair Oaks Avenue, Suite 212 Pasadena, CA 91105 Any and all notices between the County and the Consultant provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served 24 when personally delivered to one of the parties, or in lieu of such personal service, when 25 deposited in the United States Mail, postage prepaid, addressed to such party. 26 18. Non-Assignment 27 Neither party shall assign, transfer, or sub-contract this Agreement nor their 28 rights or duties under this Agreement without the written consent of the other party. 14 1 19. Consultant's Legal Authority Each individual executing or attesting this Agreement on behalf of the 3 Consultant hereby covenants, warrants, and represents: {I) that he or she is duly authorized 4 to execute or attest and deliver this Agreement on behalf of the Consultant's Corporation; and 5 {II) that this Agreement is binding upon such Corporation. 6 7 20. Binding Upon Successors This Agreement shall be binding upon and inure to the benefit of the parties 8 and their respective successors in interest, assigns, legal representatives, and heirs. 9 21. Disclosure of Self-Dealing Transactions 10 This provision is only applicable if the CONTRACTOR is operating as a 11 corporation (a for-profit or non-profit corporation) or if during the term of this agreement, the 1 CONTRACTOR changes its status to operate as a corporation. Members of the CONTRACTOR's Board of Directors shall disclose any self- 1 dealing transactions that they are a party to while CONTRACTOR is providing goods or performing services under this agreement. A self-dealing transaction shall mean a 1 transaction to which the CONTRACTOR is a party and in which one or more of its directors 1 has a material financial interest. Members of the Board of Directors shall disclose any self- 18 dealing transactions that they are a party to by completing and signing a Self-Dealing 19 Transaction Disclosure Form (Exhibit "D") and submitting it to the COUNTY prior to 2 · commencing with the self-dealing transaction or immediately thereafter. 21 Ill 22 /II 23 /II 24 Ill 25 Ill 26 !II 27 Ill 28 15 1 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as 2 of the day and year first above written. 3 4 : CONSU7N) r ~} BY: ~?A-·-··~ 7 VERONICA TAM PRINCIPAL/PROJECT MANAGER a, 9 FEDERAL ID NO.: 45~5376486 JA:nm COUNTY OF FRESNO BY:~c~~ ALAN WEAVER DIRECTOR DEPARTMENT OF PUBLIC WORKS AND PLANNING ORG. NO. 4360-0200 SUBCLASS NO. 10000 FUND NO. 0001 ACCOUNT NO. 7295 ;13 1 G:\4360Pevs&Pln\PlANNING\General Plan\Housing Element Update\RFP\Consullanl f,grcement\Ffnnl Consultant Agreement. do:; 16l l 1 18 19 2 21 :j 24 25 2 27 28 16 1 EXECUTED AND EFFECTIVE as of the date first above set forth. 2 3 1~------------------------------ 4 COUNTY ~ESNO ~ /1 i3?r/1 Garyl(.fn~ Purchasing Manager 5 1~------------------------------ 6 lr------------------------------- 7 1+------------------------------- 8 9 10 11 12 13 14 15 16 17 FOR ACCOUNTING USE ONLY: ORG No.: 43600200 Account No.: 7295 18 RequisitionNo.: 4361502053 19 (5/07) 20 21 22 23 24 • Establish project schedule •Identify dala needs • Review past accomplishments • Prepare housing needs analysts ·CompileS>)es inventory .. Conduct first Community Workshop Exhibit A Project Schedule • Conduct second Communily Workshop •Prepare consltalnts analysis • Prepare housing plans • Stafr review dmh of Technical Appendix and Housing Plans • Conduct PC and BOS workshops prior Ia submitting Technical Appendix and 4" cvclo HO\lslog Bement rex HCD review • Prepare ISIND •Submn Technical Appendix and 4n cycle Housing PlanloHCD • Communica\e wilh HCD to address State comments • Socuro a PIOding of Substantial Compliance feller upon dose of 60· day review • Circulale ISIND •Planning Commission •Board of Supervisors •90-dayHCO review ollinal adopted Housing Element Exhibit B EXTRA SERVICES Extra Services sh.all 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. . . .. Unanticipated work required due to comments received in response to the Draft Housing Element from HCD. . . '•· 3. In the event the project is subject to litigation, additional work associated with the litigation is required such as reviewing or responding to briefs"; giving depositions and appea.ring 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 C 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. ..Eo.. ExhibitD 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. INSIRUCTIONS (1) Enter board member's name, jobtitle (ifapplicable), 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). ' ..