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HomeMy WebLinkAboutMINUTES - 01171984 - 1.56 TO: ZEDEVELOPMENT AGENCY FROM: M. G. Win ett Contra g Executive Director Costa�, DATE: January 17, 1984 County SUBJECT: In the Matter of the Adoption of Bylaws Resolution No.PA 84-1 The Contra Costa County Redevelopment Agency RESOLVES THAT: It is necessary to adopt bylaws which will set out operating procedures to assure the orderly process and function of the Contra Costa County Redevelopment Agency; and The staff has prepared proposed bylaws which have been reviewed by this Agency; The Bylaws of the Contra Costa Redevelopment Agency dated January 17, 1984, attached hereto as Exhibit A and by this reference made a part hereof, are hereby adopted as the official Bylaws of the Agency. CONTINUED ON ATTACHMENT: YES SIGNATURE: X RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF AGENCY COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF AGENCY,ION Januar APPROVED AS RECOMMENDED X OTHER VOTE OF COMMISSIONERS _X UNANIMOUS (ABSENT ) 1 HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN' ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE .REDEVELOP- MENT AGENCY ON THE DATE SHOWN. CC: Director Of Planning ATTESTED 6L4AAtf= /y /9�� Public Works Director J.R.46LSSON, AENCY SECRETARY County Counsel 3�` County Administrator Goldfarb $ Lipman M3e2/7-83 BY DEPUTY y BYLAWS OF THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY ARTICLE I - THE AGENCY Section 1 . Name. The official name of the Agency shall be "Contra Costa County Redevelopment Agency" . Section 2 . Office and Place of Meeting. The main office of the Agency shall be at the County Building , 651 Pine Street, Martinez, California. The Agency shall hold its meetings at the main office or such other location as may be designated from time to time by the Chairman. Section 3 . Powers. The powers of the Agency are vested in its members then in office, who reserve to themselves the right to delegate by resolution such powers as are appropriate within a suitable framework. Section 4 . Agency Seal . The seal of the Agency shall be in the form of a circle around the perimeter of which shall appear the name of the Agency and the city and state, to wit; Contra Costa County Redevelopment Agency, Martinez, California. In the center of the seal shall appear the year of its founding - 1983. ARTICLE II - OFFICERS Section 1 . Officers. The officers of the Agency shall be a Chairman, Vice Chairman, Treasurer, Secretary, and Executive Director. Section 2 . Additional Officers and Assistant Officers. The Agency may by resolution appoint such additional officers, establish their terms of office, and define their duties as the Agency determines necessary or desirable. - Section 3 . Chairman. The Chairman shall be the Chairman of the Board of Supervisors, and shall preside at all meetings of the Agency. Except as otherwise authorized by resolution of the Agency, the Chairman shall submit such recommendations and information as he or she may consider proper concerning the business, affairs and policies of the Agency. The Chairman shall be entitled to vote on all matters coming before the Agency. Section 4 . Vice Chairman. The Vice Chairman shall be the Vice Chairman of the Board of Supervisors, and the Vice Chairman shall perform the duties of the Chairman in the absence or incapacity of the Chairman; and in case of the resignation or death of the Chairman, the Vice Chairman shall perform such duties as are 325 j imposed on the Chairman until such time as a new Chairman of the Board of Supervisors is elected or appointed, at which time the new Chairman shall become Chairman. Section 5 . Secretary. The Secretary shall be the Clerk of the Board of Supervisors of Contra Costa County. The Secretary shall keep the records of • the Agency and record all votes , and shall keep a record of the proceedings of the Agency in a journal of proceedings to be kept for such purposes, and shall perform all duties incident to said office. The Secretary shall keep in safe custody the seal of the Agency and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Agency. The compensation of the Secretary shall be determined by the Agency provided that a temporary appointee selected from among the members of the Agency shall serve without compensation (other than payment of necessary expenses) . Section 6 . Executive Director. The Executive Director shall be the County Administrator of Contra Costa County. The Executive Director shall serve as administrative chief of the Agency, shall be directly responsible to it, and, subject thereto, shall have complete control of the responsibility for the execution of the Agency' s policies, the administration of its affairs, and the fulfillment of such other duties as from time to time the Agency may impose. The Executive Director shall appoint and have supervision of the Agency' s personnel. At each meeting of the Agency, the Executive Director shall supply its members with such information and make such recommendations as shall be necessary to effect the purpose of the Agency and for the proper administration of its affairs. The Executive Director shall execute all documents of whatever description upon prior authorization of the Agency. Section 7 . Assistant Executive Director. The .Assistant Executive Director shall be a staff member of Contra Costa County designated by the Executive Director. The Assistant Executive Director shall assist the Executive Director in the general conduct of all Agency affairs and shall act for the Executive Director in his absence. The Assistant Executive Director in the absence or incapacity of the Executive Director, or as otherwise directed by the Agency, shall execute all documents of whatever description upon prior authorization of the Agency; provided, however, that in the event of such execution, the Assistant Executive Director shall attach to the executed document his or her certification of the absence or incapacity of the Executive Director. Section 8 . Treasurer. The Treasurer shall be the Auditor/ COntroller of Contra Costa County. The Treasurer shall be responsible for ascertaining that all funds of the Agency are deposited in the name of the Agency in such bank or banks, or such special trust fund or funds with the Treasury of the County of -2- 326 Contra Costa as the Agency may select. The Treasurer shall give such bond for the faithful performance of his or her duties as the Agency may determine. All checks issued by the Agency shall be signed and/or countersigned by a person or persons designated by resolution of the Agency. All persons so designated shall be bonded for faithful performance of duty as determined by the Agency. Section 9 . Additional Duties. The officers of the Agency shall perform such other duties and functions as may from time to time be required by the Agency, these Bylaws , rules or regulations of the Agency. No member of the Agency shall be eligible to fill the office of either the Executive Director or Secretary except as a temporary appointee. Section 10 . Vacancies. Should the offices of Chairman or . Vice Chairman become vacant, the Agency shall select a successor " from its membership at the regular meeting, and such election shall be for the period until a new Chairman and/or Vice Chairman of the Board of Supervisors are elected, at which time the new Chairman shall assume the position of Chairman and the new Vice Chairman shall assume the position of Vice Chairman. When the office of Executive Director or Secretary becomes vacant, the Agency shall appoint a successor. Section 11 . Additional Personnel. The Agency may from time to time employ or retain such personnel as it deems necessary to exercise its powers, duties, and functions as prescribed by the applicable California Health and Safety Code Statutory Regulations as amended and all other laws of the State of California applicable thereto. The approval of additional provisions and specifications therefore, and compensation to such personnel ( including the Executive Director, Secretary, and Treasurer) , shall be determined by the Agency subject to the laws of the State of California. ARTICLE III - MEETINGS Section 1 . Annual Meeting. The annual meeting of the Agency shall be held on the second Tuesday of January at such time and place as the Agency may designate by resolution. In the event such date shall fall on a legal holiday, the annual meeting shall be held on the next succeeding secular day. Section 2 . Regular Meetings. Regular meetings shall be held at the County Building , 651 Pine Street, Martinez, California, unless otherwise specified, on every Tuesday of each month at 9: 00 AM. If the regular meeting day is a legal holiday, the meeting shall be held the next business day. A regular meeting of the Agency may be adjourned to a time and place specified in the order of adjournment pursuant to the requirements of Government Code 32,7 -3- A 4 of Government Code Section 54955. Section 3 . Special Meetings. The Chairman of the Agency may, when deemed expedient, call a special meeting of the Agency for the purpose of transacting any business designated in the call. The call for a special meeting may be delivered to each member of the Agency or may be mailed to the business or home address of each member of the Agency at least one day prior to the date of such special meeting. At such special meeting no business shall be considered other than as designated in the call. Section 4 . Meetings to be Open and Public. All meetings of the legislative body of the Agency shall be open and public, and all persons shall be permitted to attend any meeting of the Agency. All adjourned, special, and executive meetings of the Agency shall be governed by Section 54955 through 54957 of the Government Code of the State of California, as amended. Section 5 . Quorum. The powers of the Agency shall be vested in the members thereof in office from time to time. A majority of current members shall constitute a quorum for the purpose of conducting business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. Affirmative action may be taken by the Agency upon majority vote of the quorum of the Agency there present and voting. Section 6 . Manner of Voting. The voting on formal resolutions , matters pertaining to any Federal, state, county, or city agency, and on such other matters as may be requested by a majority of the Agency members shall be by roll call, and the ayes and noes and members present and not voting shall be entered upon the minutes of such meeting, except on the election of officers, which may be by ballot. ARTICLE IV - AMENDMENTS Section 1 . Amendments to Bylaws. These Bylaws of the Agency shall be amended only with the approval of a majority of the members of the Agency at a regular or special meeting. Dated: January 17, 1984 CC 5BY/1/4/84 -4- 328 TO: `;REDEVELOPMENT AGENCY_ Contra FROM: M. G. Wingett, Costa Executive Director DATE: January 17, 1984 County SUBJECT: In the Matter of the Appointment of Officers Resolution 1b.RA 84-Z The Contra Costa County Redevelopment Agency RESOLVES THAT: The Bylaws "adopted by this Agency provide for the appointment of certain officers to serve the Agency; The following appointments are hereby made in accordance with the Bylaws of this Agency: Chairman: Tom Torlakson Vice Chairman: Nancy Fanden Executive Director: M.G. Wingett Secretary: J.R. Olsson Treasurer: Donald L. Bouchet This resolution shall become effective immdediately upon its passage. CONTINUED ON ATTACHMENT: YES SIGNATURE: _RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF ' AGENCY COMMITTEE APPROVE OTHER SIGNATURE(S) 'f ACTION OF "'AGENCY ON January84 APPROVED AS RECOMMENDED X OTHER VOTE OF :COMMISSI.ONERS X UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE REDEVELOP- MENT AGENCY ON THE DATE SHOWN. CC: Director of Planning ATTESTED /1/ /9004( Public .Works Director J. . OLSSON, AGENCY- SECRETARY County Counsel 3� County Administrator 329 Goldfarb & Lipman M382/7-83 BY E DEPUTY / S�_= TO: REDEVELOPMENT. AGENCY FROM: M. G. Wingett, Contra �S♦a Executive Director l . DATE: January 17, 1984 wurty In the Matter of the Designation of a Newspaper SUBJECT: of General Circulation for the Purposes of Resolution No. RA 84-3 Publishing Information Regarding Redevelopment The Contra Costa County Redevelopment Agency RESOLVES THAT: Throughout the planning stages in preparation of a Redevelopment Plan for . Contra Costa County, it will be beneficial to the public to be informed of the progress in said planning by publication of information in a newspaper of general circulation; and The Contra Costa Times is a newspaper of general circulation within Contra Costa County; The Contra Costa County Redevelopment Agency hereby designates The Contra Costa Times as the newspaper of general circulation to be used by the Agency for purposes of notifications regarding redevelopment matters within Contra Costa County. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF 'AGENCY COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF AGENCY ON january2 17. 1984 APPROVED AS RECOMMENDED X OTHER VOTE OF COMMISSIONERS X UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE REDEVELOP- MENT AGENCY ON THE DATE SHOWN. CC: Director of Planning ATTESTED Public Works Director A. OCSSo . AGENCY- SECRETARY County Counsel County Administrator 330 Goldfarb $ LipTran B M382/7-98 BY I t.LJ DEPUTY TO; REDEVELOPMENT_AGENCY FROM: M. G. Wingett, Contra ��� Executive Director rtJo DATE: January 17, 1984 County In the Matter of the Authorization to Borrow SU BJ ECT: Monies from Contra Costa County arra the Agreement Resolution No. RA 84-4 to Repay Such Iran The Contra Costa County Redevelopment Agency RESOLVES THAT: The Agency -has determined that in order to carry out its redevelopment activities for Fiscal Year 1983-84, that it is necessary to borrow an amount not to exceed $200,000 from Contra Costa County; The Agency has never borrowed funds from the County to help defray redevelopment costs; It is the understanding of the Agency that such a loan would be repaid out of tax increment funds as such funds became available to the Agency, pursuant to the terms of a Repayment Agreement, dated January 17, 1984, between the Agency and Contra Costa County. The Repayment Agreement is attached to this Resolution as Exhibit A; and It is the understanding of the Agency that the County has agreed to loan such funds pursuant to certain terms and conditions as set forth in County Resolution; The Agency hereby accepts the loan from the County in an amount not to exceed $200,000 pursuant to the terms and conditions set forth in County Resolution, and agrees to repay the loan out of tax increment funds as set forth therein; and The Agency hereby authorizes the Executive Director to execute the Repayment Agreement. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF AGENCY COMMITTEE APPROVE OTHER SIGNATURE(S) ACTION OF'-AGENCY ON Ja1984 nuaryAPPROVED AS RECOMMENDED X OTHER VOTE OF " COMMISSIONERS X UNANIMOUS (ABSENT ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE REDEVEL- OPMENT AGENCY . ON THE DATE SHOWN. CC: Director of Planning ATTESTED 4&4 /- Public Works Director J.R. OLSSON, 9AGENCY SECRETARY County Counsel ..-- County Administrator 3 Goldfarb & Lipman M382/7-e9 BY DEPUTY a REPAYMENT AGREEMENT THIS REPAYMENT AGREEMENT dated this 17th day of January , 1984, is made by and between the County of Contra Costa (hereinafter called "County" ) and the Contra Costa County Redevelopment Agency ( hereinafter called "Agency" ) . RECITALS 1 . On November 29, 1983, the County duly adopted Ordinance No. 83-67 establishing the Contra Costa County Redevelopment Agency. 2. The Agency is vested with the responsibility for formulating and carrying out necessary redevelopment projects within the County. 3. To that end, the County will expend on behalf of the Agency at the special instance and request of the Agency, staff time, expenses, including , but not limited to, overhead costs, consultants costs, use of County facilities and other related expenses in the formulation, coordination, administration and implementation of a redevelopment plan for the County. 4. These expenditures will be made in the anticipation that such costs will be repaid by the Agency out of tax increment funds generated within the redevelopment project area. 5. In the event that public improvements are undertaken by the County on behalf of the Agency, the Agency will reimburse the County for such public improvements. 6. The purpose of this Agreement is to provide for the repayment by the Agency of a loan from the County in an amount not to exceed $200,000, future loans from the County as may be required for administrative costs and expenses incurred by the County on behalf of the Agency, and any costs undertaken for public improvements by the County on behalf of the Agency, all of which are necessary for the formulation, coordination, administration and implementation of a redevelopment plan for the County. It is also the purpose of this Agreement to allow the authorization of future loans by the County and repayment therefore to become a part of this Agreement after the authorization or appropriations by the County Board of Supervisors and Agency, without further amendment to this Agreement. AGREED 1 . The Agency agrees to repay the loan from the County in an -1- 332 amount not to exceed $200, 000 for the Agency' s costs and expenses in formulating, coordinating, administering and implementing a redevelopment plan. The loan shall bear interest at the rate of one percent ( 1%) per annum above the prime interest rate (defined below) , but not to exceed the maximum interest rate permitted by law. For purposes of calculating the applicable interest rate, the "prime rate" means the prime rate charged by Wells Fargo Bank, San Francisco, California. The interest rate will be adjusted quarterly to conform to the changes in the prime rate effective on January 1, April 1, July 1, and October 1 of each year. The loan shall bear interest from the date that loan funds are drawn by the Agency and shall be repaid solely from tax increment funds generated within the redevelopment project area. It is understood that in the event such tax increment revenues fail to yield enough revenue to repay this obligation, the Agency is under no obligation to the County to make such repayment from any further funds or resources it may acquire. In the event that the County authorizes by appropriate resolution any future loan( s) , such loan( s) shall become a debt of the Agency and shall be reflected as Exhibit A, which shall be attached to this Agreement and made a part hereof as if fully set forth herein. Such future loan( s) shall bear interest at the rate set forth above. 2. The Agency agrees to reimburse the County for all costs incurred by the County in furtherance of a redevelopment plan. These costs include, but are not limited to, costs to the County of consulting services, staff time and other related administrative expenses. This debt shall bear interest at the rate set forth in Section 1 above. 3. If the County and the Agency so authorize by resolution, the County may incur costs for public improvements on behalf of the Agency. These costs shall become a debt of the Agency and shall be reflected as Exhibit B, which shall be attached to this Agreement and made a part hereof as if fully set forth herein. These costs shall bear interest at the rate set forth in Section 1 above, and shall be paid to the County by the Agency in the manner provided in Section 4 below. 4. Upon receipt by the Agency of a cost certification statement bearing the signature of a duly authorized agency of the County and describing in detail all or any part of the costs hereinabove enumerated that have been actually accrued and paid by the County, the Agency shall cause to pay the County within ten ( 10) days the amount set forth in the statement, provided that sufficient tax increment revenues are available to pay such amount. 333 -2- It is understood by the Agency and the County that such repayment shall be a debt of the Agency and shall be repaid solely from tax increments generated within the redevelopment project area. 5. It is agreed by the parties hereto that the repayment to the County pursuant to this Agreement is hereby subordinated to any and all payments necessary to satisfy the Agency' s obligations in connection with any existing or future bonded indebtedness or obligation which may be incurred by the Agency for the benefit of the redevelopment plan or to the extent necessary for any bonded indebtedness for which the Agency has pledged as a security or source of repayment tax increment funds generated within the project area. 6. If any provision of this Repayment Agreement, or the application thereof to any person, party, transaction, or circumstance, is held invalid , the remainder of this Repayment Agreement, or the application of such provision to other persons, parties, transactions or circumstances, shall not be affected thereby. IN WITNESS WHEREOF, the Chairman of the Contra Costa County Board of Supervisors by Resolution No. 84/35 thereunto duly authorized has caused the name of Contra Costa County to be affixed to this Repayment Agreement and the Executive Director of the Contra Costa County Redevelopment Agency by Resolution No RA 84-4 of the Agency thereunto duly authorized has caused the name of the Contra Costa County Redevelopment Agency to be affixed to this Repayment Agreement on the date hereinabove written. COUNTY OF CONTRA COSTA By: 'K 1�� �'✓t County Supervisor APPROVED AS TO FORM: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY . .� By: o •ty--Coun-sel-- Executive Dire or CC5RE/1/4/84 334 -3- . TO: t —REDEVELOPMENT AGENCY FROM: M. G. Wingett, Contra COStaExecutive Director January 17, 1984 Coon DATE: In the Matter of the Execution of a Contract for Legal and Consulting Services in Connection Resolution No. RA 84-5 SUBJECT: with Preparation of a Redevelopment Plan The Contra Costa County Redevelopment Agency RESOLVES THAT: The Agency now desires to consider and, if appropriate, adopt a redevelopment plan for the Pleasant Hill Bart Station area pursuant to the Community Redevelopment Law; (Health and Safety Code Section 33000 et. seq. ) ; and The Agency has determined that it will require various legal , consulting and staff services to assist it in the preparation, consideration and possible adoption of the redevelopment plan; The Agency approves of the Contract for legal and consulting services with the law firm of Goldfarb & Lipman, which is attached hereto as Exhibit A, and authorizes the Executive Director to execute the Contract on behalf of the Agency. The Agency authorizes the use of County staff to assist in the preparation of the redevelopment plan. CONTINUED ON ATTACHMENT: YES SIGNATURE: ,� RECOMMENDATION OF EXECUTIVE DIRECTOR RECOMMENDATION OF AGENCY COMMITTEE X, APPROVE OTHER SIGNATURE(SI ACTION OF AGENCY ON ' januajy 17, APPROVED AS RECOMMENDED X OTHER VOTE OF COMMISSIONERS X UNANIMOUS (ABSENT — ) I HEREBY CERTIFY THAT THIS IS A TRUE AYES: NOES: AND CORRECT COPY OF AN ACTION TAKEN ABSENT: ABSTAIN: AND ENTERED ON THE MINUTES OF THE-REDEVELOP- MENT AGENCY ON THE DATE SHOWN. CC: Director of. Planning ATTESTED Public Works Director J. . OLSSON, AGENCY SECRETARY County Counsel County Administrator �3 Goldfarb & Lipman M382/7-99 BY DEPUTY CONTRACT FOR REDEVELOPMENT LEGAL AND CONSULTING SERVICES: PLEASANT HILL BART STATION AREA REDEVELOPMENT PROJECT SECTION 1 : PARTIES AND PURPOSE Section 1 . 1 Parties. THIS AGREEMENT is entered into as of this iGt day of January, 1984 by and between the CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body corporate and politic, hereinafter referred to as the "Agency" , and GOLDFARB & LIPMAN, a partnership, hereinafter referred to as the "Contractor" . Section 1 . 2 Purpose. The Agency desires to consider and, if appropriate, to adopt a redevelopment plan ( the "Plan" ) pursuant to the Community Redevelopment Law ( "CRL" ) in order to stimulate development of the Pleasant Hill Bart Station Area. The Agency desires to employ the Contractor to undertake and coordinate the various actions required to consider and adopt the Plan as more fully set forth in Section 2 of this Agreement. SECTION 2: SCOPE OF SERVICES Section 2. 1 Services . During the period required for Plan adoption, the Contractor shall be responsible for undertaking and coordinating all legal and consulting services necessary for the Agency/County Board of Supervisors to consider and adopt the Plan. These services shall consist of the following: a. Preparation of the Plan, Preliminary Plan, the Report on the Plan (excluding the draft and final EIR) and all resolutions, ordinances, and notices required for adoption of the Plan. b. Coordination of the activities of other consultants, if any, that may be engaged by the Agency to prepare the economic and engineering analyses, reports, maps, boundary descriptions, and other documents necessary for the adoption of the Plan. c. Coordination of the redevelopment process with Agency and County staff, including instructing staff concerning the performance of all legally required duties; d. Provision of necessary legal services in connection with adoption of the Plan; e . Coordination of and participation in any FEW A "- 336 discussions with taxing entities concerning the fiscal impacts of the Plan; f. Provision of advice and assistance to the Agency in complying with the housing requirement of the CRL; g. Provision of advice to the Agency concerning legislative proposals potentially impacting the Plan and concerning Plan implementation; h. Attendance at staff meetings and/or property owner meetings, to answer questions about the Plan adoption process ; and attendance at public hearings and other public meetings at which nonroutine matters relating to the Plan are considered. The scope of services covered by this Agreement shall not include the provision of legal services in connection with any litigation arising out of the Plan adoption process. Section 2.2 Term; Schedule of Adoption. The Term of this Agreement shall commence on January 1 , 1984 and shall terminate upon a) adoption of the Plan and filing and recordation of all related documents required by law, b) a decision by the Agency not to proceed to adopt a Plan, or c) a decision by the Agency to terminate this Agreement. Should the Agency decide not to proceed to adopt a Plan or to terminate this Agreement the Agency shall immediately notify the Contractor in writing of its decision and the Agreement shall be terminated on the date of receipt of the notice by the Contractor. The parties have established a goal to adopt the Plan by July 15, 1984. The Contractor shall establish a detailed schedule consistent with the CRL to meet that goal and shall conform to the schedule to the extent that the scheduled actions are within its control or the control of its consultants to complete. In the event that the Agency, any consultant engaged by the Agency, or any other public body involved in the Plan adoption process takes an amount of time to complete an action in excess of the time for action set forth in the schedule, it is understood that the Contactor shall not be held accountable for failure to meet the schedule. Section 2.3 Monthly Reports. The Contractor shall provide the Agency with a monthly report setting forth activities carried on in connection with the scope of services provided for in this Agreement. The report shall include a statement regarding compliance with the schedule provided for in Section 2.3. -2- �. . D'7 SECTION 3: COMPENSATION Section 3. 1 Basic Fee. The Contractor shall. be compensated at the following hourly rates for the provision of all services other than those services set forth in Section 3. 2 and 3.3 ( for which separate compensation shall be provided) : Partner $135 Associate $110 Paralegal $ 50 The parties estimate that the compensation for the services set forth in Section 2. 1 shall not exceed Sixty-five Thousand Dollars ($65, 000) . This amount does not include services rendered by Agency staff, consultants hired directly by the Agency or hired by Contractor with prior written authorization by the Agency. Contractor will not bill Agency in excess of $65,000 without a written amendment of this Section 3 . 1 . Section 3.2 Reimbursable Expenses. In addition to the Basic Fee set forth in Sections 3. 1 the Contractor shall be reimbursed for its actual costs in connection with the following items: a. The costs of printing or photocopying the Plan or any other documents required in the Plan adoption process; b. The cost of any special graphics (beyond the type and quality of graphics typically contained in a redevelopment plan and related documents under normal practice) authorized by the Agency to be used in the Plan or in any other documents required in the Plan adoption process; and c. The cost of mailing all legal notices required by the CRL, including the cost of obtaining mailing labels from the County assessor' s office ; and d. Fees charged by any governmental entity in connection with the Plan adoption process. Section 3. 3 Additional Services. Upon written authorization by the Agency, the Contractor shall provide additional services beyond the services set forth in Section 2. 1 at the following hourly rates: Partner $135 Associate $110 Paralegal $ 50 Compensation for such additional services shall be in addition to the Basic Fee set forth in Section 3. 1 . -3- 338 Section 3. 4 Method of Payment. Beginning February 1 , 1984, the Contractor shall submit to the Agency on the first day of each month an invoice setting forth the amount due for the preceeding month in connection with the Basic Fee, reimbursable expenses and additional services. The invoice amount shall be due and payable within thirty (30 ) days after receipt of the invoice by the Agency. Section 3. 5 Accounting Records. Records of the Contractor' s direct personnel , consultant and reimbursable expenses pertaining to this Agreement, and records of accounts between the Agency and the Contractor, shall be kept on a generally recognized accounting basis and shall be available to the Agency or its authorized representative at mutually convenient times. SECTION 4: MISCELLANEOUS PROVISIONS Section 4. 1 Nondiscrimination. In performing services under this Agreement, the Contractor shall not discriminate in the employment of its employees or in the engagement of any subcontracors on the basis of race, color, religion, sex, marital status, national origin or ancestry. All contracts entered into by the Contractor shall contain comparable language forbidding discriminatory practices by subcontractors. Section 4. 2 Successors and Assigns. The Agency and Contractor each bind themselves, their partners, successors , assigns and legal representatives to this Agreement. Neither the Agency nor the Contractor shall assign or transfer any interest in this Agreement without the written consent of the other. Section 4.3 Notices. Any notice required to be given by the terms of this Agreement shall be deemed to have been given when the same is sent by certified mail, postage prepaid, addressed to the respective parties as follows: Contra Costa County Redevelopment Agency 651 Pine St . Martinez, CA Attn: Executive Director Goldfarb & Lipman La Salle Building 491 Ninth Street Oakland, CA 94607 Attn: Lee C. Rosenthal Section 4.4 Ownership of Documents. Documents and photographs shall become the property of the Agency upon completion of the project for which they are made or upon -4- 39 termination of this Agreement for any reason. The Agency. agrees to hold the Contractor harmless from any liability resulting from the use of such documents for any purpose other than the purpose for which they are prepared. Section 4. 5 Contractor is Not Employee of Agency. It is understood that the Contractor is not acting hereunder in any manner as an employee of the Agency, but solely under this Agreement as a contractor, and the Agency shall not, under any circumstances be liable to the Contractor or any person or persons acting for or under it for any deaths or injuries received or claimed, unless any such liability arises by virtue of negligence or intentional acts by the Agency, its officers, agents or employees, and the Contractor agrees to hold the Agency free and harmless from liability therefor which is not due to any fault of the Agency, its officers, agents or employees. Section 4.6 Insurance. The Contractor shall provide a certificate of insurance which certifies that the Contractor has workers' compensation, comprehensive general liability, comprehensive vehicle liability and professional liability insurance with minimum limits of liability of $ 1 ,000,000 combined single limits. Such policies shall be endorsed to name the Agency as additional insured and such policies shall not be cancelled except by at least thirty ( 30) days written notice to the Agency. The Agency may require certificates from any subcontrators certifying that the subcontractor is adequately insured to perform its services under any subcontract with the Contractor. Section 4 . 7 Severability. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Section 4.8 Captions. The captions of the sections and subsections of this Agreement are for convenience only and shall not be deemed to be relevant in resolving any question of interpretation or intent. Section 4. 9 Entire Agreement. This Agreement represents the entire and integrated Agreement between the Agency and the Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Agency and the Contractor. Section 4. 10 Applicable Law. This Agreement shall be governed by the law of the State of California. IN WITNESS WHEREOF, the Agency and the Contractor have -5- 340 executed this Agreement as of the date first above written. CONTRACTOR GOLDFARB & LIPMAN a partnership By: Contracto AGENCY CONTRA COSTA REDEVELOPMENT AGENCY, a public body, corporate and politic ATTEST: By: Secret y Executive Direct§r APPROVED AS TO FORM: County Coefisel CC5CO/1/4/84 -6- 341