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Current Council Agenda and Past Meeting Information

 

REDEVELOPMENT AGENCY 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

RECOMMENDATION
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.

PREVIOUS ACTION
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.

BACKGROUND
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 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”.

FISCAL IMPACT
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.

Attachments:
Resolution
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. RDA-112; and

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 purposes; and

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 following vote:

AGREEMENT FOR PROFESSIONAL
CONSULTANT SERVICES

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.”

RECITALS

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 services.

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 completion.

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 Project;

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 convenience.

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 release.

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 occurrence.

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 actual testimony.

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
Suite 120
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
Title: _________________________

ATTEST: Print Name:____________________

________________________________
Margaret Wimberly, CMC, Agency Secretary

APPROVED AS TO FORM:

________________________________
Damien B. Brower, Agency Attorney
 

City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441
E-mail allcouncil@brentwoodca.gov