AGENDA ITEM NO. 20
Meeting Date: May 8, 2007
Subject/Title: Authorize the Executive Director to execute a Professional
Services Agreement with Raney Planning & Management, Inc. (RPM), in the
amount of $218,200 to prepare the required Environmental Impact Report and
associated studies for the Brentwood Boulevard Specific Plan, authorize
Executive Director to execute change orders up to 10% of the contract
amount, and approve a Resolution authorizing the Agency Treasurer to use
funds from the Redevelopment Agency of the City of Brentwood Tax Allocation
Bonds, Series 2001, to fund this Agreement.
Prepared by: Gina Rozenski, Redevelopment Manager
Submitted by: Howard Sword, Community Development Director
Authorize the Executive Director to execute a professional services with
Raney Planning and Management, Inc. (RPM), in the amount of $218,200 to
prepare the required Environmental Impact Report for the Brentwood Boulevard
Specific Plan, authorize the Executive Director to execute change orders up
to 10% of the contract amount, for a not-to-exceed total of $240,020, and
approve a Resolution authorizing the Agency Treasurer to use Funds from the
Redevelopment Agency of the City of Brentwood Tax Allocation Bonds, Series
2001, to fund this Agreement.
Joint workshops with the Council, Planning Commission and the community were
held on October 2, 2003, January 27, 2004, February 17, 2004, June 29, 2005
and August 10, 2005 for the purpose of forming a new vision for the
Brentwood Boulevard Corridor, from Delta Road to the Downtown Area.
The June 29, 2005, community workshop in the Community Center to discuss the
Brentwood Boulevard Specific Plan was well attended by property owners,
stakeholders and community members. In anticipation of the State Route 4
Bypass and the relinquishment by CalTrans of Brentwood Boulevard, the
community chose to transform the under-utilized commercial corridor into a
“grand boulevard” with new neighborhoods and workplace districts.
On August 10, 2005, the City held the Brentwood Boulevard Specific Plan
Joint City Council and Planning Commission Workshop in the Community Center
to discuss the future development and land uses for the corridor. The
community vision of the corridor from highway commercial to a gateway into
Brentwood was presented. In addition, information regarding economic
conditions and the patterns of development were discussed that formed the
basis of the need to shift the land use away from existing retail/commercial
zoning to avoid implications of additional blighting pressures and toward
residential and workplace districts.
Community consensus supporting the vision and recommendations for the
Brentwood Boulevard Specific Plan was achieved by the end of the final
workshop. The Council and Planning Commission directed staff to move forward
to complete the technical aspects of the work.
The first consultant-prepared draft of the Brentwood Boulevard Specific Plan
was delivered to City staff in October 2005. It became apparent to staff at
that time that a different approach was needed for the application of newly
proposed land uses and zones. Further, staff determined that more
involvement by affected property owners and business operators to
appropriately assess future land use and circulation within the BBSP area
was needed in order to create a final product that would be comprehensive
and user friendly. After discussing the city concerns about the
administrative draft with the consultant, staff determined that the BBSP
should be completed in-house by staff.
During the past year, staff has prepared a detailed parcel-specific land use
inventory of existing uses; completed a land use economic analysis for the
corridor; held several outreach meetings with stakeholders (sometimes with
80+ attendees) to hear their opinions and concerns related to the concept of
shifting land use away from highway commercial to residential and workplace
districts; prepared land use categories and descriptions; developed a land
use and circulation maps; and worked with internal city departments
regarding circulation, existing and new infrastructure and new parks/trails.
In addition, three community workshops with the Council and Planning
Commission have been held between February and March 2007 to receive further
input from the stakeholders and the community.
A full Environmental Impact Report is necessary for the adoption of the
Brentwood Boulevard Specific Plan since the Specific Plan will be changing
land use designations in the General Plan. Staff anticipates the
environmental analyses for the proposed project to focus on aesthetics, air
quality, land use, traffic impacts, transportation and circulation, project
alternatives and other statutorily-required sections. Significant and
unavoidable adverse impacts will be identified and analyzed, and the
necessary mitigation measures will be determined. The Notice of Preparation
scoping process will begin in June 2007. The tentative schedule for
completion of the environmental documents is March 2008.
The Brentwood Boulevard Specific Plan area comprises 391 acres and is
approximately 2-1/4 miles long; perhaps the single largest area, outside the
General Plan Update for the entire City, to be analyzed for environmental
impacts caused by proposed land use changes.
Raney Planning & Management (“RPM”) specializes in CEQA processing and
documentation and, because they have worked on various projects in
Brentwood, including the environmental report for the Downtown Specific
Plan, they are familiar with the environmental issues of Brentwood. Based of
their qualifications and expertise, staff recommends RPM for the preparation
of the required EIR/EIS for this project.
The boundaries for the Brentwood Boulevard Specific Plan fall entirely
within the Merged Redevelopment Project Areas. The Specific Plan and its
Environmental Impact Report directly relates to redevelopment activities
within and primarily benefits the Merged Redevelopment Project Area by
facilitating the goals and objectives of the City’s General Plan, the
Agency’s Redevelopment Plans and its Five-Year Implementation Plan. Planning
for the inevitable change to Brentwood Boulevard from a primary highway and
entry point to a “grand boulevard” serving the community will encourage the
expansion and retention of commercial, retail, industrial, and residential
opportunities, which in turn will maximize the tax increment, create local
jobs, enhance sales tax revenue, provide infrastructure improvements, and
increase property values, all of which promote redevelopment purposes.
Further, the Agency’s Five-Year Implementation Plan includes the following
“Facilitate and assist in the preparation and implementation of goals,
objectives and recommendations of economic strategic plans; planning,
zoning, circulation, parking and design documents; and specific plans
adopted for areas within the Merged Project Areas”.
Staff is proposing the Executive Director be authorized to execute the
contract in the amount of $218,200 and change orders up to 10% of the
contract amount, for a not-to-exceed amount of $240,020. This contract shall
be funded entirely by the Redevelopment Agency’s Tax Allocation and is
included in the Agency’s 2006/07 and upcoming 2007/08 operations budget.
Professional Services Agreement
RESOLUTION NO. RA-
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF BRENTWOOD
AUTHORIZING THE AGENCY TREASURER TO USE A PORTION OF THE AGENCY’S 2001 TAX
ALLOCATION BONDS PROCEEDS TO FUND THE PROFESSIONAL SERVICES AGREEMENT WITH
RANEY PLANNING AND MANAGEMENT, INC., TO PREPARE AN ENVIRONMENTAL IMPACT
REPORT FOR THE BRENTWOOD BOULEVARD SPECIFIC PLAN
WHEREAS, the Redevelopment Agency of the City of Brentwood (“Agency”)
adopted its amended 2006-2007 Budget on June 27, 2006, by Resolution No.
WHEREAS, the Agency desires to memorialize its expenditure approvals for
redevelopment programs and activities that are funded by the Agency’s 2001
Tax Allocation Bond Proceeds that promote, establish, develop and support
economic development, business and affordable housing opportunities within
the Merged Redevelopment Project Areas; and
WHEREAS, the preparation of an environmental impact report is necessary to
analyze land use, aesthetics, air quality, traffic, transportation and
circulation, project alternatives, and other statutorily-required sections
for the Brentwood Boulevard Specific Plan; and
WHEREAS, the boundaries for the Brentwood Boulevard Specific Plan fall
entirely within the Merged Redevelopment Project Areas. The Specific Plan
and its Environmental Impact Report directly relates to redevelopment
activities within and primarily benefits the Merged Redevelopment Project
Area by facilitating the goals and objectives of the City’s General Plan,
the Agency’s Redevelopment Plans and its Five-Year Implementation Plan.
Planning for the inevitable change to Brentwood Boulevard from a primary
highway and entry point to a “grand boulevard” serving the community will
encourage the expansion and retention of commercial, retail, industrial, and
residential opportunities, which in turn will maximize the tax increment,
create local jobs, enhance sales tax revenue, provide infrastructure
improvements, and increase property values which promote redevelopment
WHEREAS, the Agency’s Five-Year Implementation Plan includes the following
goal: “Facilitate and assist in the preparation and implementation of goals,
objectives and recommendations of economic strategic plans; planning,
zoning, circulation, parking and design documents; and specific plans
adopted for areas within the Merged Project Areas”.
WHEREAS, the Agency desires to fund the environmental impact report and
related studies necessary for the Brentwood Boulevard Specific Plan.
NOW, THEREFORE BE IT RESOLVED that the Redevelopment Agency of the City of
Brentwood authorizes the Agency Treasurer to use a portion of the Agency’s
2001 Tax Allocation Bond Proceeds to fund the professional services
agreement with Raney Planning and Management, Inc., to prepare the required
environmental impact report for the Brentwood Boulevard Specific Plan in the
amount of $240,020.
PASSED, APPROVED AND ADOPTED by the Redevelopment Agency of the City of
Brentwood at a regular meeting held on the 8th day of May 2007, by the
AGREEMENT FOR PROFESSIONAL
THIS AGREEMENT, made and entered into this _____ day of _________, 2007 by
and between the REDEVELOPMENT AGENCY OF THE AGENCY OF BRENTWOOD, a municipal
corporation existing under the laws of the State of California, hereinafter
referred to as “Agency” and RANEY PLANNING & MANAGEMENT, INC., a California
corporation, hereinafter referred to as “Consultant.”
A. Agency desires certain professional consultant services to prepare the
Environmental Impact Report and associated studies for the Brentwood
Boulevard Corridor Specific Plan (the “Project”).
B. Agency desires to engage Consultant to provide these services by reason
of its qualifications and experience performing such services and Consultant
has offered to provide the required services on the terms and in the manner
set forth herein.
C. Consultant represents that it is fully licensed and qualified with all
professional skills necessary to perform the services described in this
Agreement and has special expertise in the preparation of environmental
studies and documents to be performed under this Agreement.
NOW, THEREFORE, Agency and Consultant agree as follows:
SECTION 1 – SCOPE OF SERVICES
The scope of services subject to this Agreement and to be performed by
Consultant for the Project is described in Exhibit A, Scope of Services,
attached hereto and incorporated herein.
SECTION 2 – CONSULTANT'S REPRESENTATIONS AND RESPONSIBILITIES
A. Consultant acknowledges that in entering into this Agreement the Agency
is relying upon Consultant's special skills and experience to do and perform
the services in accordance with best standards of professional practice in
the preparation of environmental studies and reports of similar size, scope
and complexity of the Project. Consultant agrees to perform the services in
accordance with these standards. The acceptance of Consultant's services by
Agency does not operate as a release of Consultant from these obligations.
B. Consultant accepts the relationship of trust and confidence established
between it and Agency by this Agreement. Consultant shall use its best
efforts, skill, judgment, and abilities to assist and work with Agency to
complete the Project, to produce the necessary work products, and to further
the interests of Agency in accordance with Agency's requirements and
procedures, related to the project, each in accordance with professional
standards that apply to Consultant.
C. Consultant shall perform the services in full compliance with applicable
federal, state and local laws and regulations in effect at the time such
services are rendered (collectively, "Applicable Laws").
D. Consultant shall be responsible for employing or engaging all persons
necessary to perform the services. All of Consultant's staff shall be
qualified by training and experience to perform their assigned tasks.
Consultant shall give its personal attention to the fulfillment of the
provisions of this Agreement by all of its employees and sub-Consultants, if
any, and shall keep the services under its control. If any employee or
sub-Consultant of Consultant fails or refuses to carry out the provisions of
this Agreement or appears to be incompetent or to act in a disorderly or
improper manner, he or she shall be discharged immediately from the work
under this Agreement on demand of Agency.
E. One or more members or employees of Consultant's firm are licensed by the
State of California to perform their services and these services will be
performed by them or under their supervision.
F. Consultant has submitted a team or staffing proposal for the Project.
Consultant shall not change or reassign Key Personnel without prior notice
to Agency, and shall not replace any Key Personnel with individuals to whom
Agency has a reasonable objection.
G. Consultant's services are unique and personal. Consultant shall not
assign or transfer any of its interest or obligation under this Agreement
without the Agency's written consent. Consultant shall not subcontract its
duties under this Agreement without the Agency's written consent. No
sub-consultant will be recognized by Agency as such; rather, all
sub-consultants are deemed to be the agents of Consultant, and Consultant
agrees to be responsible for their performance.
SECTION 3 - INDEPENDENT CONTRACTOR
The services to be provided to the Agency as set forth in this Agreement
shall be provided by Consultant as an independent contractor as defined in
Labor Code 3353, under the control of the Agency as to the result of the
work but not the means by which the result is accomplished, and nothing
herein contained shall be construed to make Consultant an agent or employee
of the Agency while providing these services. Consultant shall be entitled
to no other benefits or compensation except as provided in this Agreement.
SECTION 4 - DUTIES OF CONSULTANT
A. Consultant's services shall be furnished as described below and as more
particularly described in Exhibit A, Scope of Services. Any changes in the
Scope of Services must be approved in advance, in writing, by the Agency
Manager or her designee, or if verbally requested by Agency, confirmed in
writing by Consultant within five (5) working days.
B. Consultant shall be responsible for the professional quality, technical
accuracy and coordination of all services. Consultant shall, without
additional compensation, correct or revise any errors or deficiencies in its
C. Consultant shall furnish Agency with every reasonable opportunity for
Agency to ascertain that the services are being performed in accordance with
the requirement and intentions of this Agreement.
SECTION 5 - TERM, PROGRESS AND COMPLETION
A. The term of this Agreement shall begin on the date the Agency Board
approves this Agreement and shall expire upon completion of the services or
when terminated as provided in Section 8.
B. Consultant shall promptly commence performance of the services upon
execution of this Agreement and in accordance with the schedule to be
established by Agency and identified in the Scope of Services attached as
Exhibit A, and shall diligently pursue performance of the services until
C. Time is of the essence in the performance of this Agreement.
SECTION 6 – PAYMENT
A. Basic Services.
1. Agency shall pay Consultant for full and faithful performance of Basic
Services a fee in the amount of Two Hundred Eighteen Thousand Two Hundred
Dollars ($218,200.00) (the “Maximum Contract Amount”).
2. Basic Services is inclusive of the Agency’s reimbursement to Consultant
for Reimbursable Expenses Consultant incurs in the course of performing
services in accordance with Exhibit A, attached hereto and incorporated
herein. Reimbursable Expenses include only the following items:
a. Reproduction and handling of documents prepared in connection with the
b. Fees paid for government processing costs for the Project;
c. Outside consultants and subcontractors necessary to perform and complete
the services including but not limited to biology, cultural resources,
architectural historian, noise and traffic; and
d. Other expenses as Agency may approve in writing in advance.
3. Payments for various items of services may be modified with approval of
Agency so long as there is no change in the Maximum Contract Amount.
4. This fee for Basic Services and Reimbursable Expenses shall include the
fees for the subconsultants and subcontractors necessary to perform and
complete the services as outlined in the Cost Estimate attached hereto in
the Scope of Services, Exhibit A.
B. Additional Services.
1. Agency shall pay Consultant for authorized Additional Services on an
hourly basis, in accordance with the schedule of fees identified in the Cost
Estimate attached hereto in the Scope of Services, Exhibit A. Agency shall
pay only for Additional Services authorized by the Agency Manager or her
designee in writing or requested verbally by Agency and confirmed in writing
by Consultant within five (5) working days.
2. Consultant and Agency shall agree upon an estimated not-to-exceed cost
for any proposed Additional Services or, in the case of a verbal request,
Consultant shall provide Agency with a written estimated not-to-exceed cost
for such Additional Services at least one (1) working day prior to
commencing the additional Services. In no event shall Agency pay for
Additional Services made necessary by Consultant's errors or oversights.
D. Consultant shall submit written applications for progress payments in the
approximate amounts and upon the completion of the percentage of contract
and submittal of deliverables and work product as outlined in the Cost
Estimate attached hereto in the Scope of Services, Exhibit A. The payment
applications shall identify the tasks completed, each person performing
services, the time each person spends on each task (in units not to exceed
one quarter hour) and shall be based on the rates in Exhibit A.
E. If Agency disagrees with any portion of a billing, the Agency shall
promptly notify Consultant of the disagreement, and the Agency and the
Consultant shall attempt to resolve the disagreement. Agency’s payment of
any amounts shall not constitute a waiver of any disagreement and Agency
shall promptly pay all amounts not in dispute.
F. Consultant shall maintain complete and accurate records of the number of
hours worked by persons and Reimbursable Expenses on the Project under this
Agreement. All such records shall be maintained on a generally accepted
accounting basis and shall be clearly identified and readily accessible.
Agency shall have the right to examine and copy such books and records at
all times. Consultant shall permit the Agency to examine and audit those
books and records, shall permit the Agency to make copies of those books and
records, and shall permit the Agency to inspect all work data, documents,
proceedings and activities related to this Agreement for a period of three
(3) years from the date of final payment under this Agreement. All
accounting records shall provide an understandable breakdown of costs
charged to this Agreement.
SECTION 7 - CONFLICT OF INTEREST
Consultant understands that its professional responsibility is solely to
Agency. Consultant warrants that it presently has no interest, and will not
acquire any direct or indirect interest, that would conflict with its
performance of this Agreement. Consultant shall not knowingly, and shall
take reasonable steps to ensure that, it does not employ a person having
such an interest in the performance of this Agreement. If after employment
of a person, Consultant discovers that it has employed a person with a
direct or indirect interest that would conflict with its performance of this
Agreement, Consultant shall promptly disclose the relationship to the Agency
and take such action as the Agency may direct to remedy the conflict.
SECTION 8 - TERMINATION
A. If Consultant at any time refuses or neglects to prosecute its Services
in a timely fashion or in accordance with the portions of the Schedule for
which it is responsible without excuse, or is adjudicated as bankrupt, or
commits any act of insolvency, or makes an assignment for the benefit of
creditors without Agency's consent, or fails to make prompt payment to
persons furnishing labor, equipment, or materials, or fails in any respect
to properly and diligently prosecute its services, or otherwise fails to
perform fully any and all of the agreements herein contained, Consultant
shall be in default.
B. If Consultant fails to cure the default within seven (7) days after
written notice thereof, Agency may, at its sole option, take possession of
any Documents or other materials (in paper and electronic form) prepared or
used by Consultant in connection with the Project and (1) provide any such
work, labor, or materials as may be necessary to overcome the default and
deduct the cost thereof from any money then due or thereafter to become due
to Consultant under this Agreement; or (2) terminate Consultant's right to
proceed with this Agreement.
C. In the event Agency elects to terminate, this Agreement based upon
Consultant’s default, Agency shall have the right to immediate possession of
all Documents and work in progress prepared by Consultant, whether located
at the Project, at Consultant's place of business, or at the offices of a
subconsultant, and may employ any other person or persons to finish the
design work and provide the materials therefor. In case of such default
termination, Consultant shall not be entitled to receive any further payment
under this Agreement until the Project is completely finished. At that time,
if the unpaid balance of the amount to be paid under this Agreement exceeds
the expenses incurred by Agency in obtaining urban planning and landscape
architecture services for the Project, such excess shall be paid by Agency
to Consultant, but, if such expense shall exceed such unpaid balance, then
Consultant shall promptly pay to Agency the amount by which such expense
exceeds such unpaid balance. The expense referred to in the last sentence
shall include expenses incurred by Agency in causing the services called for
under this Agreement to be provided by others, for attorneys' fees, and for
any costs or damages sustained by Agency by reason of Consultant's default
or defective work.
D. In addition to the foregoing right to terminate for default, Agency
reserves the absolute right to terminate this Agreement without cause, upon
72-hours' written notice to Consultant. In the event of termination without
cause, Consultant shall be entitled to payment in an amount not to exceed
the contract price which shall be calculated as follows: (1) Payment for
Services then satisfactorily completed and accepted by Agency, plus (2)
Payment for Additional Services satisfactorily completed and accepted by
Agency, plus (3) Reimbursable Expenses actually incurred by Consultant, as
approved by Agency. The amount of any payment made to Consultant prior to
the date of termination of this Agreement shall be deducted from the amounts
described in (1), (2) and (3) above. Consultant shall not be entitled to any
claim or lien against Agency or the Project for any additional compensation
or damages in the event of such termination and payment. In addition, the
Agency's right to withhold funds under Section 8(C) shall be applicable in
the event of a termination for convenience.
E. If this Agreement is terminated by Agency for default and it is later
determined that the default termination was wrongful, such termination
automatically shall be converted to and treated as a termination for
convenience under this Article and Consultant shall be entitled to receive
only the amounts payable hereunder in the event of a termination for
SECTION 9- OWNERSHIP OF DOCUMENTS
A. The plans, specifications, estimates, programs, reports, models, and
other material prepared by or on behalf of Consultant under this Agreement
including all drafts and working documents, and including electronic and
paper forms (collectively the "Documents"), shall be and remain the property
of the Agency, whether the Project is completed or not. Consultant shall
deliver all Documents to Agency upon (1) the substantial completion date of
the Project, (2) the date of termination of this Agreement for any reason,
or (3) at any time requested by Agency, upon five (5) days written notice.
B. The Documents may be used by Agency and its agents, employees,
representatives, and assigns, in whole or in part, or in modified form, for
all purposes Agency may deem advisable in connection with completion and
maintenance of, and additions to, the Project, without further employment of
or payment of any compensation to Consultant; provided, however, that if
this Agreement is terminated for any reason prior to completion of the
Project and if under such circumstances Agency uses, or engages the services
of and directs another Consultant to use, such documents to complete the
Project, Agency agrees to release Consultant from any responsibility for the
conformance of the incomplete portions of the Project to the Documents and
to hold Consultant harmless from any and all liability, costs, and expenses
(including reasonable legal fees and disbursements), relative to claims
arising out of matters and/or events which occur subsequent to the
termination of this Agreement as a result of causes other than the fault or
negligence of Consultant, or anyone for whose acts it is responsible, in
preparation of the Documents. Consultant shall not be responsible for
deficiencies solely attributable to modifications to the Documents performed
by others, or that arise from use of the Documents on a site other than that
shown in the Documents.
C. All reports, information, data, and exhibits prepared or assembled by
Consultant in connection with the performance of its services pursuant to
this Agreement are confidential until released by the Agency to the public,
and the Consultant shall not make any of these documents or information
available to any individual or organization not employed by the Consultant
or the Agency without the written consent of the Agency before any such
SECTION 10 – INDEMNITY
A. Claims for Professional Liability – Consultant shall, with respect to all
Services performed in connection with this Agreement, defend, indemnify, and
hold the Agency, and the City of Brentwood its elected and appointed
officers, employees, and volunteers harmless from and against any and all
claims, liability, loss, damage, costs, or expenses, including reasonable
attorneys' fees, awards, fines, or judgments (collectively, "Claims"),
arising from or relating to negligent acts, errors, or omissions in the
performance of professional services by Consultant, its subcontractors,
agents or employees. Consultant shall not be obligated under this Agreement
to indemnify Agency to the extent that the damage is caused by the sole or
active negligence or willful misconduct of Agency, its agents or employees.
B. Claims for Other Liability – Consultant shall, with respect to all
Services performed in connection with this Agreement, defend, indemnify, and
hold the Agency, and the City of Brentwood, its elected and appointed
officers, employees, and volunteers harmless from and against any and all
liens and Claims by firms or individuals claiming through Consultant, and
all Claims for compensation, the death or bodily injury to persons, injury
to property, or other loss, damage, or expense arising from or related to
the Services of Consultant , its subcontractors, agents or employees.
Consultant shall not be obligated under this Agreement to indemnify Agency
to the extent that the damage is caused by the sole or active negligence or
willful misconduct of Agency, its agents or employees.
C. Claims involving intellectual property - In addition to the obligations
set forth in (A) and (B) above, Consultant shall indemnify, defend, and hold
the Agency and the City of Brentwood, its elected and appointed officers,
employees, and volunteers, harmless against any Claim in which a violation
of intellectual property rights, including but not limited to copyright or
patent rights, is alleged that arises out of or relates to Consultant's work
under this Agreement.
SECTION 11 – INSURANCE
A. Consultant shall, at all times it is performing services under this
Agreement, provide and maintain insurance in the following types and with
limits no less than the following amounts:
1. Commercial General Liability Insurance, occurrence form, with a limit of
not less than $1,000,000 each occurrence. If such insurance contains a
general aggregate limit, it shall apply separately to this Agreement or be
no less than two (2) times the occurrence limit;
2. Automobile Liability Insurance, occurrence form, with a limit of not less
than $1,000,000.00 each occurrence. Such insurance shall include coverage
for owned, hired, and non-owned automobiles.
3. Professional Liability (errors and omissions) insurance in the minimum
amount of $1,000,000.00 aggregate.
4. Workers Compensation in at least the minimum statutory limits.
5. Employer’s Liability Insurance, with minimum limits of $1 million per
B. General Provisions:
1. Consultant's general and automobile liability insurance policies shall be
endorsed to name the Agency, its elected and appointed officers, employees,
and volunteers as additional insureds with respect to this Agreement and the
performance of services in this Agreement. The coverage shall contain no
special limitations on the scope of its protection to the above-designated
insureds except for Workers Compensation and errors and omissions insurance.
2. Consultant's general and automobile liability insurance policies shall be
endorsed so that they are primary with respect to any insurance or
self-insurance programs of Agency, its officers, employees, and volunteers.
3. Before performing any services under this Agreement, Consultant shall
provide evidence of the required coverage and limits, and properly executed
policy endorsements satisfactory to Agency.
4. No changes in insurance may be made without the written approval of the
Agency Attorney's Office.
SECTION 12 - WAIVERS
The waiver by either party of any breach or violation of any term, covenant,
or condition of this Agreement or of any provisions of any ordinance or law
shall not be deemed to be a waiver of such term, covenant, condition,
ordinance or law or of any subsequent breach or violation of same or of any
other term, covenant, condition, ordinance or law or of any subsequent
breach or violation of the same or of any other term, condition, ordinance,
or law. The subsequent acceptance by either party of any fee or other money
which may become due hereunder shall not be deemed to be a waiver of any
preceding breach or violation by the other party of any term, covenant, or
condition of this agreement of any applicable law or ordinance.
SECTION 13 - COSTS AND ATTORNEYS FEES
Attorney fees in an amount not exceeding Eighty Five Dollars ($85.00) per
hour per attorney, and in total amount not exceeding Five Thousand Dollars
($5,000.00), shall be recoverable as costs (by the filing of a cost bill) by
the prevailing party in any action or actions to enforce the provisions of
the agreement. The above $5000 limit is the total of attorneys’ fees
recoverable whether in the trial court, appellate court, or otherwise, and
regardless of the number of attorneys, trials, appeals, or actions. It is
the intent of this agreement that neither party shall have to pay the other
more than $5000 for attorneys’ fees arising out of an action, or actions to
enforce the provisions of this agreement.
SECTION 14 - NON-DISCRIMINATION
Consultant warrants that is an Equal Opportunity Employer and shall comply
with applicable regulations governing equal employment opportunity. Neither
Consultant nor any of its subcontractors shall discriminate in the
employment of any person because of race, color, national origin, ancestry,
physical handicap, medical condition, marital status, sex, or age, unless
based upon a bona fide occupational qualification pursuant to the California
Fair Employment and Housing Act.
SECTION 15 - MEDIATION
Should any dispute arise out of this Agreement, either party may request
that it be submitted to mediation. The parties shall meet in mediation
within 30 days of a request. The cost of mediation shall be borne equally by
the parties. Neither party shall be deemed the prevailing party. No party
shall be permitted to file a legal action without first requesting mediation
and making a good faith attempt to reach a mediated settlement. The
mediation process, once commenced by a meeting with the mediator shall last
until agreement is reached by the parties but not more than 60 days, unless
the maximum time is extended by the parties.
SECTION 16 - LITIGATION
Consultant shall testify at Agency's request if litigation is brought
against Agency in connection with Consultant's services under this
agreement. Unless the action is brought by Consultant, or is based upon
Consultant's actual or alleged negligence or other wrongdoing, Agency shall
compensate Consultant for time spent in preparation for testimony,
testimony, and travel at Consultant's standard hourly rates at the time of
SECTION 17 - NOTICES
All notices hereunder shall be given in writing and mailed, postage prepaid,
addressed as follows:
To Agency: Gina Rozenski, Redevelopment Manager
Redevelopment Agency of the City of Brentwood
150 City Park Way
Brentwood, CA 94513
To Consultant: Cindy Gnos, Division Manager
Raney Planning & Management, Inc.
1401 Halyard Drive
West Sacramento, CA 95691
SECTION 18 – AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENT
This document represents the entire and integrated agreement between Agency
and Consultant and supersedes all prior negotiations, representations, and
agreements, either written or oral.
This document may be amended only by written instrument signed by both
Agency and Consultant.
SECTION 19 – GOVERNING LAW
This agreement shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, AGENCY and CONSULTANT have executed this agreement the
day and year first above written.
AGENCY OF BRENTWOOD RANEY PLANNING & MANAGEMENT, INC
DONNA LANDEROS, Executive Director
ATTEST: Print Name:____________________
Margaret Wimberly, CMC, Agency Secretary
APPROVED AS TO FORM:
Damien B. Brower, Agency Attorney