Loading...
HomeMy WebLinkAboutMINUTES - 09272011 - C.30PDF Return C.30 To: From: Steve Goetz, Redevelopment Deputy Director Date: September 27, 2011 Contra Costa County Subject:APPROVE & AUTHORIZE the RDA Director to execute Interagency Agreements with the County, to be included in Agency's 10-1-11 Statement of Indebtedness APPROVE OTHER RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE Action of Board On: 09/27/2011 APPROVED AS RECOMMENDED OTHER Clerks Notes: VOTE OF SUPERVISORS AYE:John Gioia, District I Supervisor Gayle B. Uilkema, District II Supervisor Mary N. Piepho, District III Supervisor Karen Mitchoff, District IV Supervisor Federal D. Glover, District V Supervisor Contact:Steve Goetz, 335-1240 I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: September 27, 2011 David Twa, BY:June McHuen , Deputy RECOMMENDATION(S): 1. APPROVE and AUTHORIZE the Redevelopment Director, or designee, to execute the Service Agreement between Contra Costa County and the Agency to provide the required Agency administrative costs for staffing, rent, accounting management, and technical support with a term of September 27, 2011 to June 30, 2036, with a cumulative payment limit of $50,999,085. 2. APPROVE and AUTHORIZE the Redevelopment Director, or designee, to execute an amendment to the Contra Costa Centre Infrastructure Upgrade Agreement between Contra Costa County and the Agency to provide infrastructure studies and infrastructure improvements in the Contra Costa Centre Redevelopment Project Area, increasing the payment limit from $1,000,000 to add $31,971,925 for a new payment limit of $32,971,925 and extending the term from 90 days following completion to July 10, 2036. RECOMMENDATION(S): (CONT'D) 3. APPROVE and AUTHORIZE the Redevelopment Director, or designee, to execute an amendment to the Rodeo Downtown Infrastructure Improvement Agreement between Contra Costa County and the Agency to provide infrastructure studies and infrastructure improvements in the Rodeo Redevelopment Project Area, increasing the payment limit from $4,700,000, adding $6,743,705, for a new payment limit of $11,443,705, and extending the term from December 31, 2016 to July 10, 2041. 4. APPROVE and AUTHORIZE the Redevelopment Director, or designee, to execute an amendment to the North Richmond Area Drainage/Infrastructure Agreement between Contra Costa County and the Agency to provide infrastructure studies and infrastructure improvements in the North Richmond Redevelopment Project Area, increasing the payment limit from $3,000,000, adding $14,843,899, for a new payment limit of $17,843,899, and extending the term from 90 days following completion to July 14, 2038. 5. APPROVE and AUTHORIZE the Redevelopment Director, or designee, to execute an amendment to the Montalvin Manor (San Pablo Avenue and Kay Road Pedestrian and Transit) Improvement Agreement between Contra Costa County and the Agency to provide infrastructure studies and infrastructure improvements in the Montalvin Manor Redevelopment Project Area, increasing the payment limit from $363,482, adding $1,068,712, for a new payment limit of $1,432,194 and extending the term from June 30, 2012 to July 8, 2049. 6. DETERMINE that the proposed action is exempt from the California Environmental Quality Act pursuant to 14 Code of California Regulations Section 15378 (b)(4); and 7. AUTHORIZE and DIRECT the Department of Conservation and Development to file a Notice of Exemption under CEQA with the County Clerk. FISCAL IMPACT: None to the General Fund. Redevelopment tax increment and bond revenue received over the life of the Redevelopment Agency will be used to cover the cost of the agreement. BACKGROUND: Execution of long-term contracts between the Agency and the County are proposed to fund staff costs and infrastructure improvements that can be included in the Agency's Statement of Indebtedness due to the State Controller on October 1, 2011. These contracts are consistent with the 25-year cash flow analysis prepared by the PFM Group which was included in the August 30, 2011 staff report to the Finance Committee. The October 2011 Statement of Indebtedness becomes the baseline used for future additional opt-in calculations, therefore it is in the Agency’s interest to include the agreements in the baseline year. The scope of work for the infrastructure improvement agreements includes studies to identify infrastructure deficiencies, design of improvements, preparation of plan and specifications, and construction. The scope includes constructing infrastructure improvements over the next 25 years that have been identified in the Redevelopment Implementation Plans. The projects proposed for Contra Costa Centre include the infrastructure improvements, signage, transportation improvements and other improvements around the BART station that will enhance all modes of transportation in the area. Infrastructure to support the old town area and the marina area in Rodeo to support economic development and the elimination of blight in the community is proposed. The infrastructure improvements in North Richmond will improve both drainage and transportation facilities in the industrial area to help promote economic development on vacant underutilized parcels. In addition, backbone infrastructure improvements will be necessary in the remainder of the project area, in order to implement the General Plan and proposed Specific Plan for the area. The improvements in Montalvin Manor include eliminating blighting conditions along San Pablo Avenue, Kay Road and Madeline Road. The improvements in this area will concentrate on improving access to transit and landscaping of the gateway area to Montalvin Manor, which is adjacent to San Pablo Avenue. The above agreements are conditioned on the California Supreme Court removing the stay on the Redevelopment Restructuring Acts of 2011 and finding these Acts valid. The terms of the contracts extend beyond the 25-year cash flow analysis. These term limits vary by project area and are consistent with the term for collecting tax increment in the project areas for redevelopment. While these projections are long-term, they represent a conservative assessment of the tax increment revenue likely to be available for administering the County’s redevelopment program and funding non-housing projects and programs during the time period tax increment revenues are available to the Agency. A fair argument can be made that tax increment income to the Agency for the long term will be higher than anticipated in these forecasts. These forecasts do not assume any additional development in the project areas beyond what is planned for the Contra Costa Centre project area. These forecasts do not assume tax increment revenue that would be earned beyond 2036, even though the Bay Point and North Richmond areas will earn revenue to 2038, the Rodeo project area will earn revenue to 2041, and the Montalvin Manor project area will earn revenue to 2049. Higher than anticipated tax increment revenue, however, is likely to be offset somewhat by contract expenses with non-county entities (e.g. legal counsel, financial consultants, etc.) which are not accounted for in the cash flow analysis reviewed by the Finance Committee. Overall, the cash flow analysis is a suitable basis for determining the payment limits in these long term contracts between the Agency and the County, and providing a baseline for future continuation payment calculations. Also be aware that future projects funded by the Agency’s tax increment revenue for housing will not affect future continuation payment calculations. Consequently, long-term contracts for use of this revenue are not proposed for consideration at this time. The agreements are exempt from the California Environmental Quality Act pursuant to 14 Code of California Regulations Section 15378 (b)(4); which state that this is not a project and does not have the possibility in resulting in an impact to the environment. Once the study phases of the work are complete, a scope of work is determined and a project is designed, further CEQA analysis will be provided. CONSEQUENCE OF NEGATIVE ACTION: Without the approval of the agreements, the Agency will be unable to reimburse the County for administrative services and will not be able to carry-out the implementation of the various Redevelopment Plans through the life of the Redevelopment Plan. In addition, the payment obligation will not be included in the October 1, 2011 Statement of Indebtedness (SOI). The 2011 SOI becomes the baseline year for determining future additional continuation payment calculations; therefore it is in the Agency’s best interest to include the agreements in the baseline year. Any contract or agreement for the Agency that is approved after October 1, 2011, will cause higher payments to be made by the County to schools serving the project areas. CHILDREN'S IMPACT STATEMENT: Approval of these contracts will help limit increases in payments from the County to elementary and secondary schools serving the project areas. This additional funding, however, is not without some uncertainty. The State has the ability in the future to reduce its funding to schools by an amount equivalent to the property taxes paid by the County to these schools. AgendaQuick©2005 - 2021 Destiny Software Inc., All Rights Reserved G:\CDBG-REDEV\Redev\Budget\RRA (Redevelopment Restructuring Act)\BOS-Opt in\Redevelopment - Service Agmt V4.doc SERVICE AGREEMENT This service agreement is dated September 20, 2011, and is between the Contra Costa County Redevelopment Agency (the “Agency”) and the County of Contra Costa (the “County”). Recitals A. Pursuant to the California Redevelopment Law (Health and Safety Code Section 33000 et seq.), the Board of Supervisors of Contra Costa County adopted Ordinance No. 83-67 on December 6, 1983, declaring the need for the Agency to function in Contra Costa County. B. The Agency is responsible for implementing redevelopment plans in certain project areas, including, the Contra Costa Centre Redevelopment Project Area, the North Richmond Redevelopment Project Area, the Bay Point Redevelopment Project Area, the Rodeo Redevelopment Project Area, and the Montalvin Manor Redevelopment Project Area (together, such redevelopment plans are the “Projects”). C. In accordance with Health & Safety Code Sections 33126(b), 33127 and 33128, the Agency desires to utilize certain services of the County in connection with the implementation and administration of the Projects. Such services include, but are not limited to, County staff services in the Department of Conservation and Development, the Office of the County Administrator, the Office of the County Counsel, the Public Works Department, and the County Treasurer-Tax Collector’s Office, along with office space, equipment, supplies, and insurance (together, the “Services”). D. The County desires to provide the Services in accordance with the terms of this agreement. The Agency and the County therefore agree as follows: Agreement 1. Services. At the request of the Agency, the County shall provide the Services, beginning with the fiscal year that began on July 1, 2010 and continuing through the fiscal year that ends June 30, 2036. 2. Payment. The Agency shall pay the County an amount equal to the actual cost of the Services. The Agency shall make payments to the County periodically as required by the County, but in no event later than August 15 for Services provided during the prior fiscal year; provided, however, that the Agency shall pay the County the amount due for the fiscal year ended June 30, 2011, not later than January 31, 2012. 3. Estimated Cost of Services. The cumulative amount to be paid to the County by the Agency under this agreement is estimated to be $50,999,085, which is an estimate of County’s cost of providing the Services during the term of this agreement. The Agency and the County recognize that the actual cost of the Services may be higher or lower than the estimate. G:\CDBG-REDEV\Redev\Budget\RRA (Redevelopment Restructuring Act)\BOS-Opt in\Redevelopment - Service Agmt V4.doc 4. Subordination. The right of the County to receive payments from the Agency pursuant to this Agreement is subordinate to the Agency’s obligation to pay principal, interest, or other payments on the Agency’s existing or future bonds, which are secured by a pledge of tax increment revenue payable to the Agency pursuant to Health & Safety Code Section 33670, or any other revenue source. CONTRA COSTA COUNTY REDEVELOPMENT AGENCY By: ___________________________ Steven Goetz Redevelopment Director CONTRA COSTA COUNTY By: __________________________ David Twa County Administrator G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9-2011.draft.doc Contract # _______ CONTRA COSTA COUNTY REDEVELOPMENT AGENCY PROJECT AGREEMENT AND WORK PROGRAM Section I - AGREEMENT IDENTIFICATION A. Redevelopment Project Area: Contra Costa Centre B. Contractor Name: Contra Costa County C. Contractor Address: Public Works Department 255 Glacier Drive Martinez CA 94553 D. Contractor Contact: Neil Leary E. Contractor Telephone: (925) 313-2278 F. Contractor Facsimile: (925) 313-2333 G. Agreement Subject: Contra Costa Centre Infrastructure Upgrade H. Contractor WO#: Section II - PARTIES This Agreement is made and entered into as of this 1st day of January 2011 by and between Contra Costa County ("Contractor") through its Public Works Department and the Contra Costa County Redevelopment Agency ("Agency"). Section III - CONTRACTOR'S OBLIGATION Contractor shall provide those services and carry out that work as described herein and in accordance with the "Project Work Program" attached hereto as Exhibit A and incorporated herein by reference, subject to the terms and conditions contained herein. Section IV - ALLOCATION PAYMENT LIMIT Agency's total payments to Contractor under this Agreement are estimated to be $ 32,971,925 described in "Cost Estimate" attached hereto as Exhibit D which is incorporated herein by reference, subject to the terms and conditions contained herein. Agency shall make payments to the Contractor described in "Payment Provisions" attached hereto as Exhibit B which are incorporated herein by reference, subject to the terms and conditions contained herein. Agency and Contractor’s special provisions, if any, are described in “Exceptions” attached hereto as Exhibit E which are incorporated herein by reference, subject to the terms and conditions contained herein. Section V - GENERAL CONDITIONS This Agreement is subject to the "General Conditions" attached hereto as Exhibit C, and incorporated herein by reference. Section VI - TERMS The effective date of this Agreement is January 1, 2011 , and it terminates July 10, 2036 unless sooner terminated as provided herein. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc Section VII - NOTICES Any notice which may be required under this Agreement shall be in writing, shall be effective when received to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto: Agency Steven Goetz, Deputy Director Contra Costa County Redevelopment Agency 2530 Arnold Drive, Suite 190 Martinez CA 94553 Contractor Julie Bueren, Director Contra Costa County Public Works Department 255 Glacier Drive Martinez CA 94553 AGENCY: CONTRACTOR: CONTRA COSTA COUNTY CONTRA COSTA COUNTY REDEVELOPMENT AGENCY PUBLIC WORKS DEPARTMENT By: By: Steven L. Goetz, Julie Bueren Redevelopment Director Public Works Director FORM APPROVED: County Counsel G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc EXHIBIT A CONTRA COSTA COUNTY REDEVELOPMENT AGENCY REDEVELOPMENT PROJECT AREA PROJECT WORK PROGRAM A. PROJECT DESCRIPTION Capital Improvements to enhance alternative mode (pedestrian, bicycle, car sharing, transit) access to the Station Area, pedestrian gap closures, signage, crossings, and landscape replacement are prospective projects. The scope of work will be developed during the planning phase. The Phase 1 scope may include, but may not be limited to the following: 1) Replacement of brick pavers at the Oak/Wayne and Oak/Treat intersections; 2) ADA Improvements deemed necessary, most notably improving the pedestrian crossings with pedestrian signal activators in the median island; 3) close sidewalk gaps at 1340 Treat Blvd.; and 4) removal of street tree grates in the pedestrian areas along Treat Blvd., Oak Road, Wayne Drive, Las Juntas Way, Jones Road, and Coggins Drive, and the replacement of the grates with decomposed granite. The Agency will take the lead on the community outreach phase of the project. The second phase of improvements will include a continuation of projects identified, but not funded from phase 1, improvements to automobile access to the BART station, particularly from 1-680 southbound, and from neighborhoods to the west of I-680; expansion of the network of open spaces (parks and urban plazas); and improvements to pedestrian/bicycle facilities. As part of the design documentation Public Works will prepare plans, specifications, and cost estimates; advertise the project for bid; manage the response to bidder’s questions; review the bids; and award the project to the lowest responsible bidder. It is assumed that no additional right-of-way will be needed to construct this project. If required the scope of work will be modified as appropriate if the element is of priority. The redevelopment Agency will assume responsibility for the environmental processes (CEQA). The contractor construction administration work item includes administering the project through the construction phase, including inspecting the work. Due to uncertainties associated with the work scope that will be clarified during the planning phase, the parties acknowledge that it may be necessary to revise the budget and schedule by amendment to this Agreement. B. PROJECT TIME SCHEDULE/DRAW SCHEDULE Contractor shall undertake and complete the project according to the following schedule. Contractor shall obtain Agency's written approval prior to performing work earlier or later than set forth below. Contractor may not use funds allocated to a specific phase for any other purpose without the Agency's prior written approval. Any changes to the project schedule and/or draw schedule will be treated as an administrative amendment, in accordance with Section 8(b) of Exhibit C. Phase 1: Month/Year Work Item Estimated Expense Draw 3/11 – 9/11 Planning Phase $ 75,000 9/11 – 6/12 Design Documentation* $210,000 6/12 – 11/12 Construction Administration $115,000 6/12 – 11/12 Install Improvements $500,000 Contingency $100,000 Phase 1 Total $1,000,000 G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc * Includes surveys and incidentals Phase 2: Expenditure of future phases is dependent on the timing of remaining revenue available for projects. C. CONTRACTOR'S DETAILED EXPENDITURE SCHEDULE – Phase 1 Contractor: Contra Costa County Public Works Department Budget Period: 1/11/11 – 12/31/12 (a) (b) (c) (d) Agency Funds-$ + Agency Funds -$ + Other Funds-$ = Total Budget Item (Non-Bond Proceeds) (Bond Proceeds) Phase 1 Planning phase $ 75,000 $ 75,000 Design document. $210,000 $210,000 Const. Admin $115,000 $115,000 Construction $500,000 $500,000 Contingency $100,000 $100,000 Phase 2 Planning, Design, Construction, Admin., Contingency $31,971,925 $31,971,925 TOTAL $32,971,925 $32,971,925 Notes: (a) Items to be funded by Agency funds - non-Bond proceeds. (b) Items to be funded by Agency funds - Bond proceeds. (c) Estimate of other necessary expenditures funded with non-Agency monies; and indication of anticipated sources. (d) Contract Payment Limit, by source, for project. The detailed expenditure schedule for Phase 2 is to be determined. D. PROGRAM MONITORING Contractor shall report at least quarterly (or more frequently if requested by the Agency) to the Agency the status of funds expended, balances remaining, and a narrative of the Project status relative to the stated Work Program, and budget schedule. E. PERFORMANCE STANDARDS The following performance standards will be applied in implementing the Work Program. 1. If Agency funds are used for construction, provide one (1) set of the bid documents to the Agency. Bid documents to include at a minimum plans, specifications, and quantity sheets. Upon award of the construction contract, Contractor shall provide one (1) copy of the executed construction contract and the bid schedule of the successful bidder complete with unit prices and total award amount. 2. Contractor shall follow the current Contra Costa Board of Supervisors Policy regarding Minority-Owned Business Enterprises (MBE), Women-Owned Business Enterprises (WBE), Small Business Enterprises (SBE), and Local Business Enterprises (LBE). 3. Contractor shall notify applicable local employment and referral agencies in Contra Costa County of employment opportunities for Agency funded projects and maintain documentation of such efforts. The Board of Supervisors adopted, on April 3, 1984, an "Initial Resource" policy for employers to assure continuing employment opportunities to economically disadvantaged and unemployed residents of the G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc County. 4. Contractor shall be responsible for evaluation of prospective consultants and contractors and subsequent award of work consistent with this Agreement. 5. Contractor shall be responsible for the Project and shall provide management of consultant and contractor activities, including responsibility for schedule, budget and oversight of the services, consistent with the scope of the budget herein. 6. If the Project involves construction, Contractor shall install a sign approved by the Agency, that identifies the Agency as a funding source, no later than 30 days after the commencement of construction. The Agency's role shall be acknowledged in any advertisements, brochures, or news releases to the media. 7. If the Project involves real property acquisition, Contractor shall follow the requirements of State law, and the Federal Uniform Acquisition and Relocation Assistance Act. 8. Additional Acts and Documents. Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement. 9. Integration. The Agreement represents the entire Agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 10. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 11. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc 12. Binding on Successors, Etc. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the Agency. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 13. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 14. Counterparts. This Agreement may be executed in counterparts. 15. Survival. The following provisions in this agreement shall survive discharge: (a) Exhibit C, Paragraphs 3 and 4 (Records and Retention of Records); (b) Exhibit B, Paragraphs 8 and 9 (Audits and Audit Exceptions). G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc EXHIBIT B PAYMENT PROVISIONS 1. Payment Basis. Agency shall in no event pay to the Contractor a sum in excess of the total amount specified in the Payment Limit of this Agreement. Subject to the Payment Limit, it is the intent of the parties hereto that the total payment to Contractor for all services provided for Agency under this Agreement shall be only for costs that are allowable costs (see Paragraph 3 below) and are actually incurred in the performance of Contractor's obligations under this Agreement. Contractor shall notify Agency in writing if the low bid on the construction contract exceeds the Agency’s payment limit. The construction contract shall not be awarded unless the Agency agrees in writing. 2. Payment Amounts. Subject to later adjustments in total payments in accordance with the below provisions for Cost Report and Settlement, Audits, and Audit Exceptions, and subject to the Payment Limit of this Agreement, Agency will pay Contractor an amount equal to Contractor's allowable costs that are actually incurred, but subject to "Contractor's Detailed Expenditure Schedule" contained in the Project Work Program. Agency’s payment to the Contractor for Preliminary Engineering Utility Coordination, Advertising and Awarding Contract, Construction Engineering, and Right of Way Engineering necessary to complete the scope of work as described in this agreement shall not exceed the estimated amounts as shown on the “Contractor’s Detailed Expenditure Schedule” contained in the Project Work Program and Exhibit D. Costs exceeding these amounts shall be the responsibility of the Contractor unless the costs are due to a change in the scope of work mutually agreed to by the Agency and the Contractor in writing. Any work or services in addition to the work or services described in Exhibit A shall be performed by the Contractor according to a rate mutually agreed on prior to commencement of the extra work. In no event shall Contractor be entitled to compensation for extra work unless a written authorization or change order describing the extra work and payment terms has been executed by the Agency prior to the commencement of the work. The Contractor shall notify Agency of any cost increases beyond the estimated amounts as shown on the “Contractor’s Detailed Expenditure Schedule” contained in the Project Work Program, and Exhibit A for Real Property Labor, Right of Way Acquisition, Environmental Labor, and Construction Costs. The Contractor and the Agency shall endeavor to agree upon an alternative project budget and financing prior, to be incorporated into “Contractor’s Detailed Expenditure Schedule” contained in the Project Work Program (Exhibit A), prior to proceeding with the work. If, after 30 days, an alternative Project budget and financing plan is not agreed upon, this Agreement shall be deemed to be terminated by mutual consent pursuant to Exhibit C, Item 5(d). 3. Allowable Costs. Contractor's allowable costs are only those which are determined in accordance with California Redevelopment Law (Health & Safety Code, Section 33000 et seq.) as may be revised and amended. All of the aforesaid documents are by this reference incorporated herein. 4. Payment Demands. Contractor shall submit a written request to the Agency for payment in accordance with the above. Contractor requests shall be in the form of a memorandum describing the services performed, materials used, and the work order number/contract number, and such additional detail as necessary to support the request. Contractor shall submit said memoranda for payment for services rendered no later than 90 days from the completion of all aspects of the Project. Contractor requests will be reviewed by the Agency for consistency with the Work Program and budget (Exhibit A). After approval by the Agency, the memorandum will be forwarded to the County Auditor's Office, authorizing payment to the Contractor. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc 5. Right to Withhold. Agency has the right to withhold payment to the Contractor by Agency notifying Contractor in writing if (a) the Contractor has failed to perform its duties under this Agreement, or has insufficiently documented same, or (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demands for payment. 6. Payment Adjustments. If any funds are expended by the Contractor in violation of any of the terms and conditions of this Agreement, Agency may make necessary adjustments in payments to Contractor on account of such unauthorized or illegal expenditure. No such action taken by Agency shall entitle Contractor to reduce salaries, wages, or supportive services for any participant or to expend less during the effective period of this Agreement than those sums called for in the Project Work Program. Any such reduction in expenditures may be deemed sufficient cause for termination. Contractor shall reimburse Agency for any allocated monies which are expended in violation of this Agreement or used for unauthorized or illegal expenditures. 7. Cost Report and Settlement. No later than ninety (90) days following the termination of this Agreement, Contractor shall submit to Agency a cost report in the form required by Agency, showing the allowable costs that have actually been incurred by Contractor under this Agreement. If said cost report shows that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, Agency will remit any such excess amount to Contractor, but subject to Payment Limit of this Agreement. If said cost report shows that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, Contractor shall remit any such excess amount to Agency. 8. Audits. The records of the Contractor may be audited by the Agency, County or State government, in addition to any certified cost report or audit required by Paragraph 7 (Cost Report and Settlement). Any certified cost report or audit required by Paragraph 7 shall be submitted to Agency by Contractor within such period of time as may be expressed by applicable State law, regulations, policies or contracts, but, in no event later than 18 months from the termination date of this Agreement. If such audit(s) show that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Contractor agrees to pay to Agency within 30 days of demand by Agency any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Agency agrees to pay to Contractor any such excess amount, but subject to Payment Limit of this Agreement. 9. Audit Exceptions. In addition to its obligations under Paragraph 8 (Audits) above, Contractor agrees to accept responsibility for receiving, replying to and/or complying with any audit exceptions by appropriate County, Agency or State agencies occurring as a result of its performance of this Agreement. Contractor also agrees to pay to the Agency within 30 days of demand by Agency the full amount of the Agency's liability, if any, to the State government resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Agreement. 10. Extra Work. Any work or services in addition to the work or services described in Exhibit A shall be performed by the Contractor according to a rate mutually agreed on prior to commencement of the extra work. In no event shall Contractor be entitled to compensation for extra work unless a written authorization or change order describing the extra work and payment terms has been executed by the Agency prior to the commencement of the work. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc EXHIBIT C GENERAL CONDITIONS 1. Compliance with Law. Contractor shall submit to and comply with all Federal, State and local laws and regulations applicable to public agencies with respect to its performance hereunder. 2. Inspection. Contractor's performance, place of business and records pertaining to this Agreement are subject to monitoring, inspection, review and audit by authorized representatives of the Agency, the County, and the State of California. 3. Records. Contractor shall keep and make available records for inspection by authorized representatives of the Agency, County, and the State of California during the Contractor's regular business hours pertaining to this Agreement and such additional records as may be required by the Agency. 4. Retention of Records. The Contractor and Agency agree to retain all documents pertaining to this Agreement for three years from the date of final payment to the Construction Contractor, except as follows: (a) Records that are the subject of audit findings shall be retained for three years after such findings have been resolved. (b) Records for any displaced persons shall be retained for three years after (s)he has received final payment. 5. Termination. (a) Failure to Perform. In the event the Contractor fails to perform properly any of its obligations hereunder and such failure of performance is not cured by the Contractor within thirty (30) days after receipt of written notice from the Agency, the Agency may, in addition to any other remedies, complete the Contractor's obligations in any reasonable manner it chooses, take possession of any real or personal property associated with the Project, and construct, operate or maintain the Project as the Agency may deem necessary to fulfill requirements of the adopted Redevelopment Plan. The Contractor agrees to reimburse the Agency for any costs or expenses incurred by the Agency because of said failure to perform and also agrees to convey title to any real property acquired by Contractor with Project funds should Agency request such title. (b) Cessation of Funding. In the event the Agency funding for this Agreement ceases, this Agreement is terminated. (c) Failure by the Contractor to perform properly any of its obligations under this Agreement may be cause for suspension of all obligations of the Agency thereunder. (d) If termination of this Agreement is by mutual consent, the Agency and Contractor will bear a proportional share of all costs relative to the committed financing incurred prior to termination. 6. Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Agreement including, but not limited to, monitoring, auditing, billing or regulatory changes, may be developed and set forth in written "Informal Agreement" entered between the Contractor and the Agency. Such "Informal Agreements" when entered shall not be modifications to this Agreement except to the extent that they further detail or clarify that which is already required hereunder. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc Further, any "Informal Agreement" entered may not enlarge in any manner the scope of this Agreement, including any sums of money to be paid the Contractor as provided herein. "Informal Agreements" may be approved for, and executed on behalf of the Agency by the Agency Executive Director or his Designee. 8. Modifications and Amendments. (a) General Agreements. This Agreement may be modified or amended only by a written document executed by the Contractor and the Agency. (b) Administrative Amendments. Subject to the Payment Limit, only the Payment Provisions and the Project Work Program may be amended by a written administrative amendment executed by the Contractor and the Agency Executive Director or his Designee, provided that such administrative amendments may not materially change the Payment Provisions or the Project Work Program. (c) Extension of Term for Performance. Without requiring Contractor to provide consideration in addition to that supporting this Agreement, the Agency may grant Contractor an extension of time for performance, beyond that time specified above under Section VI - TERMS. Any such extension must be in writing and shall be at the sole discretion of the Agency. 9. Disputes. Disagreements between the Agency and Contractor concerning the meaning, requirements, or performance of this Agreement shall be mutually resolved and subject to final determination in writing by the Executive Director of the Agency. Neither party shall understandably withhold its consent to implementation and accomplishment of the overall purpose for which this Agreement is drafted. 10. Retained Powers. All powers not explicitly invested in the Contractor remain in the Agency. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc EXHIBIT D COST ESTIMATE Phase 1 Contra Costa County Public Works Department Project Name: Contra Costa Centre Infrastructure Upgrades Project Location: Contra Costa Centre Description Total Planning Phase $ 75,000 Design Documentation* $210,000 Construction Administration $115,000 Install Improvements $500,000 Contingency $100,000 TOTAL $1,000,000 Phase 2 Contra Costa County Public Works Department Project Name: Contra Costa Centre Infrastructure Upgrades Project Location: Contra Costa Centre • Continuation of phase 1 projects • improvements to automobile access to the BART station, particularly from 1-680 southbound, and from neighborhoods to the west of I-680; • expansion of the network of open spaces (parks and urban plazas); • improvements to pedestrian/bicycle facilities $31,971,925 TOTAL $56,568,116 G:\CDBG-REDEV\Redev\Consultant Contracts\pw\CCC-Infrastructure.Upgrades.contract.rev9- 2011.draft.doc EXHIBIT E EXCEPTIONS None G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc Contract # _______ CONTRA COSTA COUNTY REDEVELOPMENT AGENCY NORTH RICHMOND PROJECT AGREEMENT AND WORK PROGRAM Section I - AGREEMENT IDENTIFICATION A. Redevelopment Project Area: B. Contractor Name: Contra Costa County C. Contractor Address: Public Works Department 255 Glacier Drive Martinez, CA 94553 D. Contractor Contact: John Pulliam E. Contractor Telephone: 313-2165 F. Contractor Facsimile: xxx-xxxx G. Agreement Subject: North Richmond Redevelopment Area Infrastructure Program H. Contractor WO#: xxxxxxx Section II - PARTIES This Agreement is made and entered into as of this 22nd day of July, 2010 by and between Contra Costa County ("Contractor") through its Public Works Department and the Contra Costa County Redevelopment Agency ("Agency"). Section III - CONTRACTOR'S OBLIGATION Contractor shall provide those services and carry out that work as described herein and in accordance with the "Project Work Program" attached hereto as Exhibit A and incorporated herein by reference, subject to the terms and conditions contained herein. Section IV - ALLOCATION PAYMENT LIMIT Agency's total payments to Contractor under this Agreement are estimated to be $17,843,899, described in "Cost Estimate" attached hereto as Exhibit D which is incorporated herein by reference, subject to the terms and conditions contained herein. Agency shall make payments to the Contractor described in "Payment Provisions" attached hereto as Exhibit B which are incorporated herein by reference, subject to the terms and conditions contained herein. Agency and Contractor’s special provisions, if any, are described in “Exceptions” attached hereto as Exhibit E which are incorporated herein by reference, subject to the terms and conditions contained herein. 2 Section V - GENERAL CONDITIONS This Agreement is subject to the "General Conditions" attached hereto as Exhibit C, and incorporated herein by reference. Section VI - TERMS The effective date of this Agreement is July 22, 2010 , and it terminates July 14, 2038 unless sooner terminated as provided herein. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc Section VII - NOTICES Any notice which may be required under this Agreement shall be in writing, shall be effective when received to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto: Agency Steven L. Goetz, Redevelopment Director Contra Costa County Redevelopment Agency 2530 Arnold Drive, Suite 190 Martinez, CA 94553 Contractor Julia R. Bueren, Director Contra Costa County Public Works Department 255 Glacier Drive Martinez, CA 94553 AGENCY: CONTRACTOR: CONTRA COSTA COUNTY CONTRA COSTA COUNTY REDEVELOPMENT AGENCY PUBLIC WORKS DEPARTMENT By: By: Steven L. Goetz Julia R. Bueren Redevelopment Director Public Works Director FORM APPROVED: County Counsel G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc EXHIBIT A CONTRA COSTA COUNTY REDEVELOPMENT AGENCY NORTH RICHMOND REDEVELOPMENT PROJECT AREA PROJECT WORK PROGRAM A. PROJECT DESCRIPTION The North Richmond Redevelopment Project Area includes the North Richmond Industrial Area and the Nor th Richmond Non-Industrial Area: The North Richmond Industrial Area consists of parcels north of Wildcat Creek and west of the Richmond Parkway. The basic plan is to undertake an infrastructure upgrade program to address deficiencies and prepare the region for redevelopment. The area currently has a range of light industrial, heavy industrial and service commercial uses. The North Richmond Non-Industrial Area consists of the remainder of the project area south of Wildcat Creek. This Work Program involves planning, design, and construction of infrastructure improvements in the industrial and non-industrial areas. Previous studies have identified the need for public improvements including, among other items: a public drainage system, flood control/levee protection, traffic & roadway improvements, storm water management, and a long term operation & maintenance plan The purpose of this Project Agreement is to affirm previous findings, analyze current infrastructure needs, provide cost estimates, CEQA/NEPA requirements, project schedule, and all other pertinent data necessary to initiate and complete an infrastructure improvement program, or an agreed upon portion thereof, for these employment generating uses. The outcome of this Project Agreement will result in future Work Programs to address the most acute deficiencies in the area. The intent is to install the basic backbone infrastructure necessary to stimulate development, and to attract private investment dollars and participation by local property owners in a public-private partnership to finance a more comprehensive area-wide infrastructure improvement program. This initiative is consistent with the priorities recently established by the North Richmond community and from the Agency’s 2010-2015, Five-Year Implementation Plan. B. PROJECT TIME SCHEDULE/DRAW SCHEDULE Contractor shall undertake and complete the project according to the following schedule. Contractor shall obtain Agency's written approval prior to performing work earlier or later than set forth below. Contractor may not use funds allocated to a specific phase for any other purpose without the Agency's prior written approval. Any changes to the project schedule and/or draw schedule will be treated as an administrative amendment, in accordance with Section 8(b) of Exhibit C. Phase 1: Month Work Item Estimated Expense Draw 7/22/10 -- 9/30/10 Preliminary Design (includes review of previous studies) $5,000 10/1/10 – 1/1/11 Needs assessment of public infrastructure including, but not limited to drainage (including C-3), sewer, water, roads and related curb/gutter/sidewalk, street lighting, traffic signals, and utilities. $175,000 1/1/11 -- 2/1/11 Final Needs Report, Design and Phase I Bid Docs Estimates $40,000 3/1/11 -- 4/1/11 Environmental – NEPA & CEQA $10,000 4/1/11 -- 4/1/12 Construction $2,346,000 Maintenance TBD PW Admin $150,000 Sub-Total 2,726,000 10% Contingency $274,000 Total $3,000,000 Phase 2: Expenditure of future phases is dependent on the timing of remaining revenue available for G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc projects. C. CONTRACTOR'S DETAILED EXPENDITURE SCHEDULE Contractor: Contra Costa County Public Works Department Phase 1 Budget Period: 7/22/2010 – 4/1/2012 Phase 2 Budget Period: 4/1/2012 – 7/14/38 (a) (b) (c) (d) Agency Funds-$ + Agency Funds -$ + Other Funds-$ = Total Budget Item (Non-Bond Proceeds) (Bond Proceeds) Phase 1 Industrial Area Infrastructure Program $3,000,000 $1,3000,000* $35,000# $4,335,000 Phase 2 IIndustrial Area and Non-Industrial Area Infrastructure Program $14,843,899 $14,843,899 TOTAL $14,843,899 $3,000,000 $1,335,000 $17,977,399 Notes: (a) Items to be funded by Agency funds - non-Bond proceeds. (b) Items to be funded by Agency funds - Bond proceeds. (c) Estimate of other necessary expenditures funded with non-Agency monies; and indication of anticipated sources. (d) Contract Payment Limit, by source, for project. * AOB Funds # Flood Control District D. PROGRAM MONITORING Contractor shall report at least quarterly (or more frequently if requested by the Agency) to the Agency the status of funds expended, balances remaining, and a narrative of the Project status relative to the stated Work Program, and budget schedule. E. PERFORMANCE STANDARDS The following performance standards will be applied in implementing the Work Program. 1. If Agency funds are used for construction, provide one (1) set of the bid documents to the Agency. Bid documents to include at a minimum plans, specifications, and quantity sheets. Upon award of the construction contract, Contractor shall provide one (1) copy of the executed construction contract and the bid schedule of the successful bidder complete with unit prices and total award amount. 2. Contractor shall follow the current Contra Costa Board of Supervisors Policy regarding Minority-Owned Business Enterprises (MBE), Women-Owned Business Enterprises (WBE), Small Business Enterprises (SBE), and Local Business Enterprises (LBE). 3. Contractor shall notify applicable local employment and referral agencies in Contra Costa County of employment opportunities for Agency funded projects and maintain documentation of such efforts. The Board of Supervisors adopted, on April 3, 1984, G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc an "Initial Resource" policy for employers to assure continuing employment opportunities to economically disadvantaged and unemployed residents of the County. 4. Contractor shall be responsible for evaluation of prospective consultants and contractors and subsequent award of work consistent with this Agreement. 5. Contractor shall be responsible for the Project and shall provide management of consultant and contractor activities, including responsibility for schedule, budget and oversight of the services, consistent with the scope of the budget herein. 6. If the Project involves construction, Contractor shall install a sign approved by the Agency, that identifies the Agency as a funding source, no later than 30 days after the commencement of construction. The Agency's role shall be acknowledged in any advertisements, brochures, or news releases to the media. 7. If the Project involves real property acquisition, Contractor shall follow the requirements of State law, and the Federal Uniform Acquisition and Relocation Assistance Act. 8. Additional Acts and Documents. Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement. 9. Integration. The Agreement represents the entire Agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 10. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 11. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc 12. Binding on Successors, Etc. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the Agency. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 13. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 14. Counterparts. This Agreement may be executed in counterparts. 15. Survival. The following provisions in this agreement shall survive discharge: (a) Exhibit C, Paragraphs 3 and 4 (Records and Retention of Records); (b) Exhibit B, Paragraphs 8 and 9 (Audits and Audit Exceptions). G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc EXHIBIT B PAYMENT PROVISIONS 1. Payment Basis. Agency shall in no event pay to the Contractor a sum in excess of the total amount specified in the Payment Limit of this Agreement. Subject to the Payment Limit, it is the intent of the parties hereto that the total payment to Contractor for all services provided for Agency under this Agreement shall be only for costs that are allowable costs (see Paragraph 3 below) and are actually incurred in the performance of Contractor's obligations under this Agreement. Contractor shall notify Agency in writing if the low bid on the construction contract exceeds the Agency’s payment limit. The construction contract shall not be awarded unless the Agency agrees in writing. 2. Payment Amounts. Subject to later adjustments in total payments in accordance with the below provisions for Cost Report and Settlement, Audits, and Audit Exceptions, and subject to the Payment Limit of this Agreement, Agency will pay Contractor an amount equal to Contractor's allowable costs that are actually incurred, but subject to "Contractor's Detailed Expenditure Schedule" contained in the Project Work Program. Agency’s payment to the Contractor for Preliminary Engineering Utility Coordination, Advertising and Awarding Contract, Construction Engineering, and Right of Way Engineering necessary to complete the scope of work as described in this agreement shall not exceed the estimated amounts as shown on the “Contractor’s Detailed Expenditure Schedule” contained in the Project Work Program and Exhibit D. Costs exceeding these amounts shall be the responsibility of the Contractor unless the costs are due to a change in the scope of work mutually agreed to by the Agency and the Contractor in writing. Any work or services in addition to the work or services described in Exhibit A shall be performed by the Contractor according to a rate mutually agreed on prior to commencement of the extra work. In no event shall Contractor be entitled to compensation for extra work unless a written authorization or change order describing the extra work and payment terms has been executed by the Agency prior to the commencement of the work. The Contractor shall notify Agency of any cost increases beyond the estimated amounts as shown on the “Contractor’s Detailed Expenditure Schedule” contained in the Project Work Program, and Exhibit A for Real Property Labor, Right of Way Acquisition, Environmental Labor, and Construction Costs. The Contractor and the Agency shall endeavor to agree upon an alternative project budget and financing prior, to be incorporated into “Contractor’s Detailed Expenditure Schedule” contained in the Project Work Program (Exhibit A), prior to proceeding with the work. If, after 30 days, an alternative Project budget and financing plan is not agreed upon, this Agreement shall be deemed to be terminated by mutual consent pursuant to Exhibit C, Item 5(d). 3. Allowable Costs. Contractor's allowable costs are only those which are determined in accordance with California Redevelopment Law (Health & Safety Code, Section 33000 et seq.) as may be revised and amended. All of the aforesaid documents are by this reference incorporated herein. 4. Payment Demands. Contractor shall submit a written request to the Agency for payment in accordance with the above. Contractor requests shall be in the form of a memorandum describing the services performed, materials used, and the work order number/contract number, and such additional detail as necessary to support the request. Contractor shall submit said memoranda for payment for services rendered no later than 90 days from the completion of all aspects of the Project. Contractor requests will be reviewed by the Agency for consistency with the Work Program and budget (Exhibit A). After approval by the Agency, the memorandum will be forwarded to the County Auditor's Office, authorizing payment to the Contractor. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc 5. Right to Withhold. Agency has the right to withhold payment to the Contractor by Agency notifying Contractor in writing if (a) the Contractor has failed to perform its duties under this Agreement, or has insufficiently documented same, or (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demands for payment. 6. Payment Adjustments. If any funds are expended by the Contractor in violation of any of the terms and conditions of this Agreement, Agency may make necessary adjustments in payments to Contractor on account of such unauthorized or illegal expenditure. No such action taken by Agency shall entitle Contractor to reduce salaries, wages, or supportive services for any participant or to expend less during the effective period of this Agreement than those sums called for in the Project Work Program. Any such reduction in expenditures may be deemed sufficient cause for termination. Contractor shall reimburse Agency for any allocated monies which are expended in violation of this Agreement or used for unauthorized or illegal expenditures. 7. Cost Report and Settlement. No later than ninety (90) days following the termination of this Agreement, Contractor shall submit to Agency a cost report in the form required by Agency, showing the allowable costs that have actually been incurred by Contractor under this Agreement. If said cost report shows that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, Agency will remit any such excess amount to Contractor, but subject to Payment Limit of this Agreement. If said cost report shows that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, Contractor shall remit any such excess amount to Agency. 8. Audits. The records of the Contractor may be audited by the Agency, County or State government, in addition to any certified cost report or audit required by Paragraph 7 (Cost Report and Settlement). Any certified cost report or audit required by Paragraph 7 shall be submitted to Agency by Contractor within such period of time as may be expressed by applicable State law, regulations, policies or contracts, but, in no event later than 18 months from the termination date of this Agreement. If such audit(s) show that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Contractor agrees to pay to Agency within 30 days of demand by Agency any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Agency agrees to pay to Contractor any such excess amount, but subject to Payment Limit of this Agreement. 9. Audit Exceptions. In addition to its obligations under Paragraph 8 (Audits) above, Contractor agrees to accept responsibility for receiving, replying to and/or complying with any audit exceptions by appropriate County, Agency or State agencies occurring as a result of its performance of this Agreement. Contractor also agrees to pay to the Agency within 30 days of demand by Agency the full amount of the Agency's liability, if any, to the State government resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Agreement. 10. Extra Work. Any work or services in addition to the work or services described in Exhibit A shall be performed by the Contractor according to a rate mutually agreed on prior to commencement of the extra work. In no event shall Contractor be entitled to compensation for extra work unless a written authorization or change order describing the extra work and payment terms has been executed by the Agency prior to the commencement of the work. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc EXHIBIT C GENERAL CONDITIONS 1. Compliance with Law. Contractor shall submit to and comply with all Federal, State and local laws and regulations applicable to public agencies with respect to its performance hereunder. 2. Inspection. Contractor's performance, place of business and records pertaining to this Agreement are subject to monitoring, inspection, review and audit by authorized representatives of the Agency, the County, and the State of California. 3. Records. Contractor shall keep and make available records for inspection by authorized representatives of the Agency, County, and the State of California during the Contractor's regular business hours pertaining to this Agreement and such additional records as may be required by the Agency. 4. Retention of Records. The Contractor and Agency agree to retain all documents pertaining to this Agreement for three years from the date of final payment to the Construction Contractor, except as follows: (a) Records that are the subject of audit findings shall be retained for three years after such findings have been resolved. (b) Records for any displaced persons shall be retained for three years after (s)he has received final payment. 5. Termination. (a) Failure to Perform. In the event the Contractor fails to perform properly any of its obligations hereunder and such failure of performance is not cured by the Contractor within thirty (30) days after receipt of written notice from the Agency, the Agency may, in addition to any other remedies, complete the Contractor's obligations in any reasonable manner it chooses, take possession of any real or personal property associated with the Project, and construct, operate or maintain the Project as the Agency may deem necessary to fulfill requirements of the adopted Redevelopment Plan. The Contractor agrees to reimburse the Agency for any costs or expenses incurred by the Agency because of said failure to perform and also agrees to convey title to any real property acquired by Contractor with Project funds should Agency request such title. (b) Cessation of Funding. In the event the Agency funding for this Agreement ceases, this Agreement is terminated. (c) Failure by the Contractor to perform properly any of its obligations under this Agreement may be cause for suspension of all obligations of the Agency thereunder. (d) If termination of this Agreement is by mutual consent, the Agency and Contractor will bear a proportional share of all costs relative to the committed financing incurred prior to termination. 6. Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Agreement including, but not limited to, monitoring, auditing, billing or regulatory changes, may be developed and set forth in written "Informal Agreement" entered between the Contractor and the Agency. Such "Informal Agreements" when entered shall not be modifications to this Agreement except to the extent that they further detail or clarify that which is already required hereunder. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc Further, any "Informal Agreement" entered may not enlarge in any manner the scope of this Agreement, including any sums of money to be paid the Contractor as provided herein. "Informal Agreements" may be approved for, and executed on behalf of the Agency by the Agency Executive Director or his Designee. 8. Modifications and Amendments. (a) General Agreements. This Agreement may be modified or amended only by a written document executed by the Contractor and the Agency. (b) Administrative Amendments. Subject to the Payment Limit, only the Payment Provisions and the Project Work Program may be amended by a written administrative amendment executed by the Contractor and the Agency Executive Director or his Designee, provided that such administrative amendments may not materially change the Payment Provisions or the Project Work Program. (c) Extension of Term for Performance. Without requiring Contractor to provide consideration in addition to that supporting this Agreement, the Agency may grant Contractor an extension of time for performance, beyond that time specified above under Section VI - TERMS. Any such extension must be in writing and shall be at the sole discretion of the Agency. 9. Disputes. Disagreements between the Agency and Contractor concerning the meaning, requirements, or performance of this Agreement shall be mutually resolved and subject to final determination in writing by the Executive Director of the Agency. Neither party shall understandably withhold its consent to implementation and accomplishment of the overall purpose for which this Agreement is drafted. 10. Retained Powers. All powers not explicitly invested in the Contractor remain in the Agency. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc EXHIBIT D COST ESTIMATE Phase 1 Contra Costa County Public Works Department Project Name: Industrial Area Infrastructure Program Project Location: North Richmond Project Length: 2 years Date of Estimate: July 22, 2010 Prepared By: Description Total North Richmond Industrial Area Infrastructure Program – Phase 1 Detailed Breakdown of Costs Item Cost Preliminary Design (includes review of previous studies) $5,000 Needs assessment of public infrastructure including, but not limited to drainage (including C-3), sewer, water, roads and related curb/gutter/sidewalk, street lighting, traffic signals, and utilities. $175,000 Final Needs Report, Design and Phase I Bid Doc Estimates $40,000 Environmental – NEPA & CEQA $10,000 Construction $2,346,000 Maintenance TBD PW Admin $150,000 Sub-Total $2,726,000 10% Contingency $274,000 Total $3,000,000 COST ESTIMATE Phase 2 Contra Costa County Public Works Department Project Name: Industrial Area and Non-Industrial Area Infrastructure Program Project Location: North Richmond Project Length: 26 years G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc Date of Estimate: September 19, 2011 Prepared By: S. Goetz Description Total North Richmond Infrastructure Program – Phase 2 Detailed Breakdown of Costs Item Cost Public infrastructure including, but not limited to drainage (including C-3), sewer, water, roads and related curb/gutter/sidewalk, street lighting, traffic signals, bicycle facilities, parks and utilities. $14,843,899 Total $14,843,899 G:\CDBG-REDEV\Redev\Consultant Contracts\pw\NR-Industrial area Infrastructure.workplan.9.27.11.doc EXHIBIT E EXCEPTIONS G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc Contract #________ CONTRA COSTA COUNTY REDEVELOPMENT AGENCY PROJECT AGREEMENT AND WORK PROGRAM Section I - AGREEMENT IDENTIFICATION A. Redevelopment Project Area: Rodeo B. Contractor Name: Contra Costa County C. Contractor Address: Public Works Department 255 Glacier Drive Martinez, CA 94553 D. Contractor Contact: Neil Leary E. Contractor Telephone: 313-2278 F. Contractor Facsimile: 313-2333 G. Agreement Subject: Rodeo Downtown Infrastructure Program H. Contractor WO#: WO# 4125 Section II - PARTIES This Agreement is made and entered into as of this 12th day of April, 2011 by and between Contra Costa County through its Public Works Department ("Contractor") and the Contra Costa County Redevelopment Agency ("Agency"). Section III - CONTRACTOR'S OBLIGATION Contractor shall provide those services and carry out that work as described herein and in accordance with the "Project Work Program" attached hereto as Exhibit A and incorporated herein by reference, subject to the terms and conditions contained herein. Section IV - ALLOCATION PAYMENT LIMIT Agency’s total payments to Contractor under this Agreement are not to exceed $11,443,705, described in “Cost Estimate” attached hereto as Exhibit E which is incorporated herein by reference, subject to the terms and conditions contained herein. Agency shall make payments to the Contractor described in “Payment Provisions” attached hereto as Exhibit B which are incorporated herein by reference, subject to the terms and conditions contained herein. Agency and Contractor’s special provisions, if any, are described in “Exceptions” attached hereto as Exhibit F which are incorporated herein by reference, subject to the terms and conditions contained herein. Section V - GENERAL CONDITIONS This Agreement is subject to the "General Conditions" attached hereto as Exhibit C, and incorporated herein by reference. Section VI - TERMS The effective date of this Agreement is September 27, 2010 and it terminates July 10, 2041 unless terminated sooner as provided herein. There is no maintenance funding associated with this agreement. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc Section VII - NOTICES Any notice which may be required under this Agreement shall be in writing, shall be effective when received to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto: Agency Contra Costa County Redevelopment Agency 2530 Arnold Drive, Suite 190 Martinez, CA 94553 Attn: Steven Goetz, Redevelopment Director Contractor Contra Costa County Public Works Department 255 Glacier Drive Martinez, CA 94553 Attn: Julia R. Bueren, Director AGENCY: CONTRACTOR: CONTRA COSTA COUNTY CONTRA COSTA COUNTY REDEVELOPMENT AGENCY PUBLIC WORKS DEPARTMENT By: By:_________________________ Steven L. Goetz, Julia R. Bueren Redevelopment Director Public Works Director FORM APPROVED: County Counsel G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc EXHIBIT A CONTRA COSTA COUNTY REDEVELOPMENT AGENCY RODEO REDEVELOPMENT PROJECT AREA PROJECT WORK PROGRAM A. PROJECT DESCRIPTION, EXISTING CONDITIONS AND SCOPE OF WORK A.1 PROJECT DESCRIPTION The objective of the Rodeo Downtown Infrastructure Program (“Program”) is to identify and install infrastructure improvements that will help revitalize the downtown and waterfront area of Rodeo, including upgrading utilities, road and other infrastructure, urban design and streetscape improvements, and improvements associated with public/private partnership opportunities, such as the town center site. The initial deliverable for the Program will include a comprehensive infrastructure study which will identify a phasing plan for the proposed infrastructure improvements, including cost estimates. Following the submittal of the phasing plan, the Agency and Contractor will meet to agree on the scope of the first phase of the improvements. The budget and schedule for design and construction of the Phase 1 improvements will be revised at that time. Timing and budget for future phases will also be identified. Infrastructure improvements identified and proposed as part of this Study may include missing or inadequate storm drainage facilities, utilities (sanitary sewer, water, and PG&E), insufficient streetlights, and lack of Americans with Disabilities Act (“ADA”) compliant curbs, gutters, and sidewalks. A.2 EXISTING CONDITIONS ROADWAYS The Program area consists mainly of local roads between the Waterfront and 4th Street in Rodeo. These roads provide access to downtown Rodeo for the residents in the area, as well as access to the waterfront and arterial roadways such as Parker Avenue and San Pablo Avenue. PEDESTRIAN FACILITY INFRASTRUCTURE The pedestrian facilities within the Program area are intermittent. Some areas, including along Parker Avenue, have ADA-compliant sidewalks and curb ramps; however, there are very few ADA-compliant sidewalks and curb ramps along the residential roadways. ACCESS OVER THE RAILROAD TRACKS There is currently no separate pedestrian access facility linking the residential and commercial areas south of the tracks to the marina and park north of the tracks. Pacific Avenue Bridge, which allows vehicular traffic to cross the tracks, is the only available access for pedestrians. RAILROAD AVENUE ABANDONMENT A portion of the 300 block of Railroad Avenue is adjacent to the future Rodeo Town Plaza site. It is expected that a portion of the right-of-way along Railroad Avenue will need to be abandoned to accommodate the Town Plaza project. DRAINAGE INVENTORY The Program area is within an unformed drainage area. The area between 4th Street and the railroad tracks generally drains to the east to Rodeo Creek via culverts within the public roads. Rodeo Creek within the Program area is an improved concrete channel that lies at the downstream end of a 10 square mile watershed. RIGHT –OF-WAY G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc Records indicate existing right-of-way for the local roads within the Program area varies from 60 to 80 feet, with the majority having a 70-foot right-of-way. Right-of-way along Parker Avenue is 85 feet and along San Pablo Avenue is 70 feet. It is unknown at this time the extent of the need for additional land rights to support the installation of the Program improvements. UTILITIES Public Works has sent letters to various utility providers within the Program area requesting utility service maps. STREET LIGHT INVENTORY Several of the roadways within the Program area have existing street lights that are maintained by Lighting District L-100. Currently the majority of the street lights along the local roads are affixed to wooden utility poles, with the exception of Parker Avenue. A.3 SCOPE OF WORK A.3.a PLANNING PHASE TASK 1: Project management Coordinate project issues with the Redevelopment Agency. Includes monthly status update meetings. TASK 2: General inventory of improvements within project area Public Works staff will identify the current roadway pavement width, drainage, and street light facilities in the project area, summarizing existing infrastructure and conditions. Public Works will take an inventory of the street lights in the project area and indicate whether the light is attached to a utility post. Public Works will outreach to the Flood Control and Maintenance Divisions to determine if there have been flooding issues within the project area and document findings. TASK 3: Research of existing and proposed development Public Works staff will review the status of existing and proposed development in the area. This may include locating as-builts for existing improvements, reviewing documents related to proposed development within the project area and coordinating with various County agencies on current or future developments. Also includes identifying the steps required to abandon a portion of Railroad Avenue at the future Town Plaza and determining the current status of the Railroad Avenue right-of-way (fee title, easement, etc.). TASK 4: Establish standards for proposed infrastructure Public Works Staff will establish standards for proposed infrastructure improvements based on the County Standard Plans and the Caltrans Highway Design Manual. East Bay Regional Park District (EBRPD) is considering a new pedestrian bridge structure over the railroad tracks located generally west of the Pacific Avenue Bridge. Other options include adding pedestrian facilities to a reconstructed Pacific Avenue Bridge, possibly as part of a federal bridge replacement project. The study will discuss a pedestrian bridge across the Union Pacific tracks. Any coordination with EBRPD will be led by the Agency. TASK 5: Coordinate with utilities Public Works Staff will initiate contact with utilities in the area (sewer, water, gas, electric, cable, phone) to identify the existing infrastructure and their plans for improvements to existing utilities or installation of new facilities. The Program can provide for critical utility deficiencies if utilities are unable to fund the needed upgrades. TASK 6: Identify necessary improvements to meet standards Includes identifying improvements necessary to meet the established standards. TASK 7: Prepare the Rodeo Infrastructure Study Includes preparation of a Study which will provide detailed information outlining the work undertaken in the steps above and will present cost estimates for improvements by street. The study will also provide phasing options for proposed improvements and associated cost estimates. Includes meeting with the Agency to decide on the first phase of improvements. The Phase I improvements are expected to use the balance of the funds currently available. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc A.3.b IMPLEMENTATION PHASE The implementation scope provides a general overview of the anticipated services provided within each task. Modifications may be necessary after Phase I improvements are identified. TASK 1: Design Preparation of Plans, Specs and Estimate for the Phase I project; coordination with utilities; project management; coordination with Environmental and Real Property. Manage the Phase I project through the advertisement and award phases. TASK 2: Environmental Obtain environmental clearance; permitting. Agency to provide staff to prepare the CEQA document unless complicated environmental issue requires Public Works expertise. TASK 3: Real Property Real Property labor; temporary easements; land acquisition as needed to complete the Phase I project. This work includes the partial abandonment of the excess right-of-way along Railroad Avenue at the future Town Plaza project, as identified in the Planning Phase. TASK 4: Surveys / Right-of-Way Engineering Identify right-of-way needs for the Phase I project; provide legal descriptions and maps to assist in real property transactions. TASK 5: Construction Engineering Provide construction administration for the Phase I project through construction phase, including inspection. B. PROJECT TIME SCHEDULE/DRAW SCHEDULE Contractor shall undertake and complete the project according to the following schedule. Contractor shall obtain Agency's written approval prior to performing work earlier or later than set forth below. Contractor may not use funds allocated to a specific phase for any other purpose without the Agency's prior written approval. Any changes to the project schedule and/or draw schedule will be treated as an administrative amendment, in accordance with Section 8(b) of Exhibit C. C. CONTRACTOR'S DETAILED EXPENDITURE SCHEDULE Contractor: Contra Costa County Public Works Department Phase 1 Budget Period: 7/1/10 - 6/30/12 Phase 2 Budget Period: 7/1/12- 7/10/41 (a) (b) (c) (d) Agency Funds-$ + Agency Funds -$ + Other Funds-$ = Total Budget Item (Non-Bond Proceeds) (Bond Proceeds) Phase 1 Infrastructure Program $4,700,000 $4,700,000 Phase 2 Infrastructure Program $6,743,705 $6,743,705 TOTAL $11,443,705 $11,443,705 Notes: (a) Items funded by Agency capital tax increment. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc (b) Items to be funded by Agency funds - Bond proceeds. This is the maximum contribution of Agency funds. Public Works Department shall seek non- Agency funds should any future cost increases occur as this project is completed. D. PROGRAM MONITORING Contractor shall report at least quarterly (or more frequently if requested by the Agency) to the Agency the status of funds expended, balances remaining, and a narrative of the project status relative to the stated Work Program, and budget schedule. E. PERFORMANCE STANDARDS The following performance standards will be applied in implementing the Work Program. 1. If Agency funds are used for construction, provide one (1) set of the bid documents to the Agency. Bid documents to include at a minimum plans, specifications, and quantity sheets. Upon award of the construction contract, Contractor shall provide one (1) copy of the executed construction contract and the bid schedule of the successful bidder complete with unit prices and total award amount. 2. Contractor shall, at a minimum, notify applicable minority owned business firms located in Contra Costa County of bid opportunities for Agency funded projects and maintain documentation of such efforts. A listing of minority owned businesses located in Contra Costa County and neighboring counties is available from the Agency. 3. Contractor shall notify applicable local employment and referral agencies in Contra Costa County of employment opportunities for Agency funded projects and maintain documentation of such efforts. The Board of Supervisors adopted, on April 3, 1984, an "Initial Resource" policy for employers to assure continuing employment opportunities to economically disadvantaged and unemployed residents of the County. 4. Contractor shall be responsible for evaluation of prospective consultants and contractors and subsequent award of work consistent with this Agreement. 5. Contractor shall be responsible for the project and shall provide management of consultant and contractor activities, including responsibility for schedule, budget and oversight of the services, consistent with the scope of the budget herein. 6. If the Project involves construction, Contractor shall install a sign approved by the Agency, that identifies the Agency as a funding source, no later than 30 days after the commencement of construction. The Agency's role shall be acknowledged in any advertisements, brochures, or news releases to the media. 7. If the Project involves real property acquisition, Contractor shall follow the requirements of State law, and the Federal Uniform Acquisition and Relocation Assistance Act. 8. Additional Acts and Documents. Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement. 9. Integration. The Agreement represents the entire Agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 10. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc 11. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. 12. Binding on Successors, Etc. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the Agency. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 13. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 14. Counterparts. This Agreement may be executed in counterparts. 15. Survival. The following provisions in this agreement shall survive discharge: (a) Exhibit C, Paragraphs 3 and 4 (Records and Retention of Records); (b) Exhibit B, Paragraphs 8 and 9 (Audits and Audit Exceptions). EXHIBIT B PAYMENT PROVISIONS 1. Payment Basis. Agency shall in no event pay to the Contractor a sum in excess of the total amount specified in the Payment Limit of this Agreement. Subject to the Payment Limit, it is the intent of the parties hereto that the total payment to Contractor for all services provided for Agency under this Agreement shall be only for costs that are allowable costs (see Paragraph 3 below) and are actually incurred in the performance of Contractor's obligations under this Agreement. 2. Payment Amounts. Subject to later adjustments in total payments in accordance with the below provisions for Cost Report and Settlement, Audits, and Audit Exceptions, and subject to the Payment Limit of this Agreement, Agency will pay Contractor an amount equal to Contractor's allowable costs that are actually incurred, but subject to "Contractor's Detailed Expenditure Schedule" contained in the Project Work Program. 3. Allowable Costs. Contractor's allowable costs are only those which are determined in accordance with California Redevelopment Law (Health & Safety Code, Section 33000 et seq.) as may be revised and amended. All of the aforesaid documents are by this reference incorporated herein. 4. Payment Demands. Contractor shall submit a written request for payment to the Agency quarterly (or more frequently if requested by the Agency) in accordance with the above. Contractor requests shall be in the form of a memorandum describing the services performed, materials used, and the work order number/contract number, and such additional detail as necessary to support the request. Contractor shall defer billing for pre-construction engineering for 90 days after completion of this phase of the project. Contractor shall submit said memoranda for payment for services rendered no later than 90 days from the completion of the project. Contractor requests will be reviewed by the Agency for consistency with the Work Program and budget (Exhibit A). After approval by the Agency, the memorandum will be forwarded to the County Auditor's Office, authorizing payment to the Contractor. 5. Right to Withhold. Agency has the right to withhold payment to the Contractor by Agency notifying Contractor in writing if (a) the Contractor has failed to perform its duties under this Agreement, or has insufficiently documented same, or (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demands for payment. 6. Payment Adjustments. If any funds are expended by the Contractor in violation of any of the terms and conditions of this Agreement, Agency may make necessary adjustments in G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc payments to Contractor on account of such unauthorized or illegal expenditure. No such action taken by Agency shall entitle Contractor to reduce salaries, wages, or supportive services for any participant or to expend less during the effective period of this Agreement than those sums called for in the Project Work Program. Any such reduction in expenditures may be deemed sufficient cause for termination. Contractor shall reimburse Agency for any allocated monies which are expended in violation of this Agreement or used for unauthorized or illegal expenditures. 7. Cost Report and Settlement. No later than ninety (90) days following the termination of this Agreement, Contractor shall submit to Agency a cost report in the form required by Agency, showing the allowable costs that have actually been incurred by Contractor under this Agreement. If said cost report shows that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, Agency will remit any such excess amount to Contractor, but subject to Payment Limit of this Agreement. If said cost report shows that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, Contractor shall remit any such excess amount to Agency. 8. Audits. The records of the Contractor may be audited by the Agency, County or State government, in addition to any certified cost report or audit required by Paragraph 7 (Cost Report and Settlement). Any certified cost report or audit required by Paragraph 7 shall be submitted to Agency by Contractor within such period of time as may be expressed by applicable State law, regulations, policies or contracts, but, in no event later than 18 months from the termination date of this Agreement. If such audit(s) show that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Contractor agrees to pay to Agency within 30 days of demand by Agency any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Agency agrees to pay to Contractor any such excess amount, but subject to Payment Limit of this Agreement. 9. Audit Exceptions. In addition to its obligations under Paragraph 8 (Audits) above, Contractor agrees to accept responsibility for receiving, replying to and/or complying with any audit exceptions by appropriate County, Agency or State agencies occurring as a result of its performance of this Agreement. Contractor also agrees to pay to the Agency within 30 days of demand by Agency the full amount of the Agency's liability, if any, to the State government resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Agreement. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo- PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc EXHIBIT C GENERAL CONDITIONS 1. Compliance with Law. Contractor shall submit to and comply with all Federal, State and local laws and regulations applicable to public agencies with respect to its performance hereunder. 2. Inspection. Contractor's performance, place of business and records pertaining to this Agreement are subject to monitoring, inspection, review and audit by authorized representatives of the Agency, the County, and the State of California. 3. Records. Contractor shall keep and make available records for inspection by authorized representatives of the Agency, County, and the State of California during the Contractor's regular business hours pertaining to this Agreement and such additional records as may be required by the Agency. 4. Retention of Records. The Contractor and Agency agree to retain all documents pertaining to this Agreement for three years from the date the Board of Supervisors accepts the project as complete, except as follows: (a) Records that are the subject of audit findings shall be retained for three years after such findings have been resolved. (b) Records for any displaced persons shall be retained for three years after (s)he has received final payment. 5. Termination. (a) Failure to Perform. In the event the Contractor fails to perform properly any of its obligations hereunder and such failure of performance is not cured by the Contractor within thirty (30) days after receipt of written notice from the Agency, the Agency may, in addition to any other remedies, complete the Contractor's obligations in any reasonable manner it chooses, take possession of any real or personal property associated with the project, and construct, operate or maintain the project as the Agency may deem necessary to fulfill requirements of the adopted Redevelopment Plan. The Contractor agrees to reimburse the Agency for any costs or expenses incurred by the Agency because of said failure to perform and also agrees to convey title to any real property acquired by Contractor with project funds should Agency request such title. (b) Cessation of Funding. In the event the Agency funding for this Agreement ceases, this Agreement is terminated. (c) Failure by the Contractor to perform properly any of its obligations under this Agreement may be cause for suspension of all obligations of the Agency there under. (d) If termination of this Agreement is by mutual consent, the Agency and Contractor will bear a proportional share of all costs relative to the committed financing incurred prior to termination. 6. Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Agreement including, but not limited to, monitoring, auditing, billing or regulatory changes, may be developed and set forth in written "Informal Agreement" entered between the Contractor and the Agency. Such "Informal Agreements" when entered shall not be modifications to this Agreement except to the extent that they further detail or clarify that which is already required hereunder. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo-PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc Further, any "Informal Agreement" entered may not enlarge in any manner the scope of this Agreement, including any sums of money to be paid the Contractor as provided herein. "Informal Agreements" may be approved for, and executed on behalf of the Agency by the Agency Executive Director or his Designee. 8. Modifications and Amendments. (a) General Agreements. This Agreement may be modified or amended only by a written document executed by the Contractor and the Agency. (b) Administrative Amendments. Subject to the Payment Limit, only the Payment Provisions and the Project Work Program may be amended by a written administrative amendment executed by the Contractor and the Agency Executive Director or his Designee, provided that such administrative amendments may not materially change the Payment Provisions or the Project Work Program. (c) Extension of Term for Performance. Without requiring Contractor to provide consideration in addition to that supporting this Agreement, the Agency may grant Contractor an extension of time for performance, beyond that time specified above under Section VI - TERMS. Any such extension must be in writing and shall be at the sole discretion of the Agency. 9. Disputes. Disagreements between the Agency and Contractor concerning the meaning, requirements or performance of this Agreement shall be subject to final determination in writing by the Executive Director of the Agency. 10. Retained Powers. All powers not explicitly invested in the Contractor remain in the Agency. Formatted: Indent: Left: 0.75", Hanging: 0.75" G:\CDBG-REDEV\Redev\Consultant Contracts\pw\Rodeo-PROJ.AGREE.publicworks.Standard.Form.5.10.Rodeo.rev.9-27-11.doc EXHIBIT E COST ESTIMATE Contra Costa County - Public Works Department Project Name: Rodeo Downtown Infrastructure Program Project Location: Downtown Rodeo (Waterfront to 4th Street) Prepared by Jenna Caldwell, Transportation Division          TASK COST ESTIMATE    Planning  $180,000      Project management $10,000      General inventory of improvements within project area $21,000      Research of existing and proposed development  $35,000      Establish standards for proposed infrastructure $18,000      Coordinate with utilities $18,000      Identify necessary improvements to meet standards $22,000      Prepare the Rodeo Infrastructure Study $27,000      Contingency (20%) $29,000    Implementation of Phase 1 of Program   Design $559,000   Environmental $255,000   Real Property $382,000   Surveys / Right‐of‐Way Engineering $150,000   Construction Engineering $382,000   Contract Items  $2,537,000   Contingency (10% of Contract Items plus Construction Engineering) $255,000     Total Budget for Phase I $4,700,000   Phase 2 Schedules and Cost Estimates to be determined. Total Budget for Phase II is $16,760,000. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc Contract #________ CONTRA COSTA COUNTY REDEVELOPMENT AGENCY PROJECT AGREEMENT AND WORK PROGRAM Section I - AGREEMENT IDENTIFICATION A. Redevelopment Project Area: Montalvin Manor B. Contractor Name: Contra Costa County C. Contractor Address: Public Works Department 255 Glacier Drive Martinez CA 94553 D. Contractor Contact: Alex Rivas E. Contractor Telephone: 313-2161 F. Contractor Facsimile: 313-2333 G. Agreement Subject: San Pablo Avenue and Kay Road Pedestrian Improvements H. Contractor WO#: Fund #:289700 Org #: 7883 Section II - PARTIES This Agreement is made and entered into as of this 1st day of June, 2011 by and between Contra Costa County ("Contractor") through its Public Works Department and the Contra Costa County Redevelopment Agency ("Agency"). Section III - CONTRACTOR'S OBLIGATION Contractor shall provide those services and carry out that work as described herein and in accordance with the "Project Work Program" attached hereto as Exhibit A and incorporated herein by reference, subject to the terms and conditions contained herein. Section IV – ALLOCATION PAYMENT LIMIT Agency’s total payments to Contractor under this Agreement shall not exceed $1,432,194. Agency shall make payments to the Contractor described in "Payment Provisions" attached hereto as Exhibit B which are incorporated herein by reference, subject to the terms and conditions contained herein. Section V - GENERAL CONDITIONS This Agreement is subject to the "General Conditions" attached hereto as Exhibit C, and incorporated herein by reference. Section VI - TERMS The effective date of this Agreement is June 1, 2011, and it terminates July 8, 2049, unless sooner terminated as provided herein. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc Project Agreement & Work Program Page 2 Section VII - NOTICES Any notice which may be required under this Agreement shall be in writing, shall be effective when received to the addresses set forth below, or to such addresses which may be specified in writing to the parties hereto: Agency Contra Costa County Redevelopment Agency 2530 Arnold Drive, Suite 190 Martinez, CA 94553 Attn: Gabriel Lemus Contractor Contra Costa County Public Works Department 255 Glacier Drive Martinez CA 94553 Attn: Adelina Huerta AGENCY: CONTRACTOR: CONTRA COSTA COUNTY CONTRA COSTA COUNTY REDEVELOPMENT AGENCY PUBLIC WORKS DEPARTMENT By: By:____________________ Steven L. Goetz, Julia R. Bueren, Director-Redevelopment Public Works Director APPROVED: COUNTY ADMINISTRATOR By: _____________________________________ CAO, designee Recommended By: _________________________________ Approved As To Form: Sharon L. Anderson County Counsel By: ________________________________________ Deputy G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc EXHIBIT A CONTRA COSTA COUNTY REDEVELOPMENT AGENCY MONTAVLIN MANOR REDEVELOPMENT PROJECT AREA PROJECT WORK PROGRAM A. PROJECT DESCRIPTION Contra Costa County, Public Works Department will install: 3,000 ft of sidewalk and drainage installation/improvements; two new bus shelters; ADA accessible curb ramps along San Pablo Avenue and Kay Road in the Montalvin Manor Redevelopment Project Area. The scope of the project also includes preparation and completion of engineering and design plans, environmental review, and construction engineering. This project will provide an increase in pedestrian and bicyclist safety along major pedestrian/bicycle transportation areas while improving the aesthetic entrance for the Montalvin Manor Redevelopment Project Area. The second phase of the project will include additional infrastructure improvements to the San Pablo Avenue frontage of Montalvin Manor, including improvements to bicycle and pedestrian facilities; landscaping, lighting and signage; park and recreational improvements; and improvements to the neighborhood parking conditions. The first phase of the project is being paid by the Contra Costa County Redevelopment Agency and partially paid for by regional Transportation for Livable Communities funds, MTC - Transportation Development Act funds, and Community Development Block Grant funds. The second phase will be paid for using capital tax increment revenue over the life of the project area. B. PROJECT TIME SCHEDULE/DRAW SCHEDULE Contractor shall undertake and complete the project according to the following schedule. Contractor shall obtain Agency's written approval prior to performing work earlier or later than set forth below. Contractor may not use funds allocated to a specific phase for any other purpose without the Agency's prior written approval. Any changes to the project schedule and/or draw schedule will be treated as an administrative amendment, in accordance with Section 8(b) of Exhibit C. Month Work Item Estimated Expense Draw Phase 1- Ongoing Pedestrian improvements $10,000 to $194,000 (per quarter) along San Pablo Avenue and Kay Road – Montalvin Manor Phase 2-2013-2049 Pedestrian, bicycle and transit improvements $5,652,210 along San Pablo Avenue and Kay Road – Montalvin Manor C. CONTRACTOR'S DETAILED EXPENDITURE SCHEDULE Contractor: Contra Costa County Public Works Department Phase 1 Budget Period: 6/1/11 - 6/30/12 Phase 2 Budget Period: 7/1/12- 7/8/49 (a) (b) (c) (d) Agency Funds-$ + Agency Funds -$ + Other Funds-$ = Total Budget Item (Non-Bond Proceeds) (Bond Proceeds) Phase 1 Construction Costs $125,686 $608,855 $734,541 P.E./Environmental/ Admin./Staff Costs $237,796 $178,000 $415,796 Contingency $110,645 $110,645 G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc Phase 2 Infrastructure Program $1,068,712 $1,068,712 TOTAL $1,068,712 $363,482 $897,500 $2,329,694 Notes: (a) Items funded by Agency capital tax increment. (b) Items to be funded in Phase 1 by Agency funds - Bond proceeds. This is the maximum contribution of Agency funds. Public Works Department shall seek non- Agency funds should any future cost increases occur as this project is completed. (c) Estimate of other necessary expenditures funded with non-Agency monies; and indication of anticipated resources for Phase 1. $70,000 bus stop advertising funds, $100,000 Measure J/Gas Tax from DCD FY 11/12 budget savings by not filling transportation planning position, $264,500 Safe Routes to School funds. (d) Contract Payment Limit, by Budget Item, for project. D. PROGRAM MONITORING Contractor shall report at least quarterly (or more frequently if requested by the Agency) to the Agency the status of funds expended, balances remaining, and a narrative of the project status relative to the stated Work Program, and budget schedule. E. PERFORMANCE STANDARDS The following performance standards will be applied in implementing the Work Program. 1. If Agency funds are used for construction, provide one (1) set of the bid documents to the Agency. Bid documents to include at a minimum plans, specifications, and quantity sheets. Upon award of the construction contract, Contractor shall provide one (1) copy of the executed construction contract and the bid schedule of the successful bidder complete with unit prices and total award amount. 2. Contractor shall, at a minimum, notify applicable minority owned business firms located in Contra Costa County of bid opportunities for Agency funded projects and maintain documentation of such efforts. A listing of minority owned businesses located in Contra Costa County and neighboring counties is available from the Agency. 3. Contractor shall notify applicable local employment and referral agencies in Contra Costa County of employment opportunities for Agency funded projects and maintain documentation of such efforts. The Board of Supervisors adopted, on April 3, 1984, an "Initial Resource" policy for employers to assure continuing employment opportunities to economically disadvantaged and unemployed residents of the County. 4. Contractor shall be responsible for evaluation of prospective consultants and contractors and subsequent award of work consistent with this Agreement. 5. Contractor shall be responsible for the project and shall provide management of consultant and contractor activities, including responsibility for schedule, budget and oversight of the services, consistent with the scope of the budget herein. 6. If the Project involves construction, Contractor shall install a sign approved by the Agency, that identifies the Agency as a funding source, no later than 30 days after the commencement of construction. The Agency's role shall be acknowledged in any advertisements, brochures, or news releases to the media. 7. If the Project involves real property acquisition, Contractor shall follow the requirements of State law, and the Federal Uniform Acquisition and Relocation Assistance Act. 8. Additional Acts and Documents. Each party agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of the Agreement. 9. Integration. The Agreement represents the entire Agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in other contemporaneous written agreements. 10. Amendment. This Agreement may not be changed, modified or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void and of no effect. 11. Assignment. The Agreement may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other party. 12. Binding on Successors, Etc. This Agreement shall be binding upon the successor(s), assignee(s) or transferee(s) of the Agency. This provision shall not be construed as an authorization to assign, transfer, hypothecate or pledge this Agreement other than as provided above. 13. Severability. Should any part of this Agreement be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 14. Counterparts. This Agreement may be executed in counterparts. 15. Survival. The following provisions in this agreement shall survive discharge: (a) Exhibit C, Paragraphs 3 and 4 (Records and Retention of Records); (b) Exhibit B, Paragraphs 8 and 9 (Audits and Audit Exceptions). G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc EXHIBIT B PAYMENT PROVISIONS 1. Payment Basis. Agency shall in no event pay to the Contractor a sum in excess of the total amount specified in the Payment Limit of this Agreement. Subject to the Payment Limit, it is the intent of the parties hereto that the total payment to Contractor for all services provided for Agency under this Agreement shall be only for costs that are allowable costs (see Paragraph 3 below) and are actually incurred in the performance of Contractor's obligations under this Agreement. 2. Payment Amounts. Subject to later adjustments in total payments in accordance with the below provisions for Cost Report and Settlement, Audits, and Audit Exceptions, and subject to the Payment Limit of this Agreement, Agency will pay Contractor an amount equal to Contractor's allowable costs that are actually incurred, but subject to "Contractor's Detailed Expenditure Schedule" contained in the Project Work Program. 3. Allowable Costs. Contractor's allowable costs are only those which are determined in accordance with California Redevelopment Law (Health & Safety Code, Section 33000 et seq.) as may be revised and amended. All of the aforesaid documents are by this reference incorporated herein. 4. Payment Demands. Contractor shall submit a written request for payment to the Agency quarterly (or more frequently if requested by the Agency) in accordance with the above. Contractor requests shall be in the form of a memorandum describing the services performed, materials used, and the work order number/contract number, and such additional detail as necessary to support the request. Contractor shall defer billing for pre-construction engineering for 90 days after completion of this phase of the project. Contractor shall submit said memoranda for payment for services rendered no later than 90 days from the completion of the project. Contractor requests will be reviewed by the Agency for consistency with the Work Program and budget (Exhibit A). After approval by the Agency, the memorandum will be forwarded to the County Auditor's Office, authorizing payment to the Contractor. 5. Right to Withhold. Agency has the right to withhold payment to the Contractor by Agency notifying Contractor in writing if (a) the Contractor has failed to perform its duties under this Agreement, or has insufficiently documented same, or (b) the Contractor has neglected, failed or refused to furnish information or to cooperate with any inspection, review or audit of its program, work or records, or (c) Contractor has failed to sufficiently itemize or document its demands for payment. 6. Payment Adjustments. If any funds are expended by the Contractor in violation of any of the terms and conditions of this Agreement, Agency may make necessary adjustments in payments to Contractor on account of such unauthorized or illegal expenditure. No such action taken by Agency shall entitle Contractor to reduce salaries, wages, or supportive services for any participant or to expend less during the effective period of this Agreement than those sums called for in the Project Work Program. Any such reduction in expenditures may be deemed sufficient cause for termination. Contractor shall reimburse Agency for any allocated monies which are expended in violation of this Agreement or used for unauthorized or illegal expenditures. 7. Cost Report and Settlement. No later than ninety (90) days following the termination of this Agreement, Contractor shall submit to Agency a cost report in the form required by Agency, showing the allowable costs that have actually been incurred by Contractor under G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc this Agreement. If said cost report shows that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, Agency will remit any such excess amount to Contractor, but subject to Payment Limit of this Agreement. If said cost report shows that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, Contractor shall remit any such excess amount to Agency. 8. Audits. The records of the Contractor may be audited by the Agency, County or State government, in addition to any certified cost report or audit required by Paragraph 7 (Cost Report and Settlement). Any certified cost report or audit required by Paragraph 7 shall be submitted to Agency by Contractor within such period of time as may be expressed by applicable State law, regulations, policies or contracts, but, in no event later than 18 months from the termination date of this Agreement. If such audit(s) show that the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above exceed the allowable costs that have actually been incurred by Contractor under this Agreement, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Contractor agrees to pay to Agency within 30 days of demand by Agency any such excess amount. If such audit(s) show that the allowable costs that have actually been incurred by Contractor under this Agreement exceed the payments made by Agency pursuant to Paragraph 2 (Payment Amounts) above, including any adjustments made pursuant to Paragraph 7 (Cost Report and Settlement) above, then Agency agrees to pay to Contractor any such excess amount, but subject to Payment Limit of this Agreement. 9. Audit Exceptions. In addition to its obligations under Paragraph 8 (Audits) above, Contractor agrees to accept responsibility for receiving, replying to and/or complying with any audit exceptions by appropriate County, Agency or State agencies occurring as a result of its performance of this Agreement. Contractor also agrees to pay to the Agency within 30 days of demand by Agency the full amount of the Agency's liability, if any, to the State government resulting from any audit exceptions, to the extent such are attributable to the Contractor's failure to perform properly any of its obligations under this Agreement. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc EXHIBIT C GENERAL CONDITIONS 1. Compliance with Law. Contractor shall submit to and comply with all Federal, State and local laws and regulations applicable to public agencies with respect to its performance hereunder. 2. Inspection. Contractor's performance, place of business and records pertaining to this Agreement are subject to monitoring, inspection, review and audit by authorized representatives of the Agency, the County, and the State of California. 3. Records. Contractor shall keep and make available records for inspection by authorized representatives of the Agency, County, and the State of California during the Contractor's regular business hours pertaining to this Agreement and such additional records as may be required by the Agency. 4. Retention of Records. The Contractor and Agency agree to retain all documents pertaining to this Agreement for three years from the date the Board of Supervisors accepts the project as complete, except as follows: (a) Records that are the subject of audit findings shall be retained for three years after such findings have been resolved. (b) Records for any displaced persons shall be retained for three years after (s)he has received final payment. 5. Termination. (a) Failure to Perform. In the event the Contractor fails to perform properly any of its obligations hereunder and such failure of performance is not cured by the Contractor within thirty (30) days after receipt of written notice from the Agency, the Agency may, in addition to any other remedies, complete the Contractor's obligations in any reasonable manner it chooses, take possession of any real or personal property associated with the project, and construct, operate or maintain the project as the Agency may deem necessary to fulfill requirements of the adopted Redevelopment Plan. The Contractor agrees to reimburse the Agency for any costs or expenses incurred by the Agency because of said failure to perform and also agrees to convey title to any real property acquired by Contractor with project funds should Agency request such title. (b) Cessation of Funding. In the event the Agency funding for this Agreement ceases, this Agreement is terminated. (c) Failure by the Contractor to perform properly any of its obligations under this Agreement may be cause for suspension of all obligations of the Agency there under. (d) If termination of this Agreement is by mutual consent, the Agency and Contractor will bear a proportional share of all costs relative to the committed financing incurred prior to termination. 6. Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 7. Further Specifications for Operating Procedures. Detailed specifications of operating procedures and budgets required by this Agreement including, but not limited to, monitoring, auditing, billing or regulatory changes, may be developed and set forth in written "Informal Agreement" entered between the Contractor and the Agency. Such "Informal Agreements" when entered shall not be modifications to this Agreement except to the extent that they further detail or clarify that which is already required hereunder. G:\CDBG-REDEV\Redev\Consultant Contracts\pw\MM-San Pablo Ave-Kay Road Improvements PW contract 2011.rev9-27-11.doc Further, any "Informal Agreement" entered may not enlarge in any manner the scope of this Agreement, including any sums of money to be paid the Contractor as provided herein. "Informal Agreements" may be approved for, and executed on behalf of the Agency by the Agency Executive Director or his Designee. 8. Modifications and Amendments. (a) General Agreements. This Agreement may be modified or amended only by a written document executed by the Contractor and the Agency. (b) Administrative Amendments. Subject to the Payment Limit, only the Payment Provisions and the Project Work Program may be amended by a written administrative amendment executed by the Contractor and the Agency Executive Director or his Designee, provided that such administrative amendments may not materially change the Payment Provisions or the Project Work Program. (c) Extension of Term for Performance. Without requiring Contractor to provide consideration in addition to that supporting this Agreement, the Agency may grant Contractor an extension of time for performance, beyond that time specified above under Section VI - TERMS. Any such extension must be in writing and shall be at the sole discretion of the Agency. 9. Disputes. Disagreements between the Agency and Contractor concerning the meaning, requirements, or performance of this Agreement shall be subject to final determination in writing by the Executive Director of the Agency. 10. Retained Powers. All powers not explicitly invested in the Contractor remain in the Agency.