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TO: REDEVELOPMENT AGENCY ?� s L °� Contra
FROM: DAVID TWA = Costa
s
EXECUTIVE DIRECTOR
�v~ County
DATE: November 18, 2008
SUBJECT: Legal Services Contract with Goldfarb & man
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION:
APPROVE and AUTHORIZE the Redevelopment Director to execute a contract with Goldfarb
and Lipman in the amount of $175,000 to provide legal consulting services for the period
September 1, 2008 to December 31, 2009.
FINANCIAL IMPACT:
Contract is to be billed on a time and materials basis not to exceed $175,000 for the contract
term. The Agency has budgeted sufficient funds to cover such costs. There are no General
Funds involved.
BACKGROUND:
Staff recommends that Goldfarb & Lipman be retained as Redevelopment Agency Legal
Counsel. The firm has provided very satisfactory service in the past. Need for continuing
services includes: (a) administration and implementation of existing redevelopment plans for
Contra Costa Centre, Bay Point, North Richmond, Montalvin Manor and Rodeo Project Areas
and (b) other matters as may be requested by the Agency, including general administration and
Agency operations.
CONTINUED ON ATTACHMENT: NO SIGNATURE: /Yaw
RECOMMENDATION OF EXECUTIVE DIRECTOR ❑ EC MMENDATI OF AGENCY COM ITTEE
APPROVE ❑ OTHER
SIGNATURE(S):
ACTION OF AGENCY ON I VfMblf-r g� �
APPROVED AS RECOMMENDED OTgER ❑
VOTE OF COMMISSIONERS: I HEREBY CERTIFY THAT THIS IS A TRUE AND
CORRECT COPY OF AN ACTION TAKEN AND
v/ UNANIMOUS(ABSENT Jo^ ) ENTERED ON THE MINUTES OF THE
REDEVELOPMENT AGENCY ON THE DATE
AYES: NOES: SHOWN.
ABSENT:_ABSTAIN:
ATTESTEDlg ��
Contact: Jim Kennedy 335-7225
DAVID TWA,AGENCY SECRItTARY
Orig: Redevelopment Agency
cc: CAO ,
: , Deputy
County Counsel B y p Y
Redevelopment Agency
Via Redevelopment Agency
Goldfarb&Lipman t
(Revell/93) Number: 3184200
i Org: 7891/7892/7893/7888/7883
CONSULTING SERVICES AGREEMENT
1. Special Conditions. These Special Conditions are incorporated below by reference.
(a) Public Agency: Redevelopment Agency
(b) Consultant's Name and Address:
Goldfarb&Lipman,LLP
1300 Clay Street, 9t'Floor
Oakland CA 94612
(c) Project Name,Number and Location:
Legal Services Consulting Relating to Redevelopment Project Areas
(d) Effective Date: September 1, 2008 (e) Payment Limit: $ 175,000
(f) Completion Date: December 31,2009
(g) Taxpa, er's ID Number&Social Security Number: LLP -94-2437210
2. Signatures. These signatures attest the parties agreement hereto:
Public Agency: Consultant:
By: By:
James Kennedy (Designate official capacity in the business)
Redevelopment Director
Type of Business(sole proprietorship,
government agency,partnership, corporation, etc.)
Recommended by Purchasing
By:
Designee
If corporation, state of incorporation:
Approved: County Administrator
By: By:
Designee (Designate official capacity in the business)
Note to Consultant: (1)Execute acknowledgment form below, and(2)if a corporation, signatures must conform to
designated representative groups pursuant to Corporations Code Sec. 313.
State of California )
ss. ACKNOWLEDGMENT(by
Corporation, Partnership,
or Individual)
County of )
The person(s)signing above for Consultant,known to me in individual and business capacity(ies)as stated,personally appeared
before me today-and acknowledged that he/she executed it,and acknowledged to me that the partnership named above executed
it or acknowledged to me that the corporation named above executed it pursuant to its by-laws or a resolution of its Board of
Directors.
Dated: Notary Public
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3. Parties. Effective on the above date, the above-named Public Agency and consultant mutually agree and promise as
follows:
4. Scope of Services. Scope of service shall be described in Appendix A(Scope of Services),attached hereto and made a
part hereof by this reference.
5. Report Disclosure Section. Any document or written report prepared hereunder by Consultant,or a subcontractor,for
Public Agency shall contain,in a separate section,the numbers and dollar amounts of this contract and all subcontracts
relating to the preparation of such document or written report, provided that the payment limit specified in Sec. 1(e)
exceeds$5,000. When multiple documents or written reports are the subject or products of this agreement,the disclosure
section may also contain a statement indicating the total contract amount represents compensation for multiple documents
or written reports.
6. Insurance.. Consultant shall, at no cost to Public Agency, obtain and maintain during the term hereof (a) Workers'
Compensation Insurance pursuant.to state law; (b) Comprehensive General Liability Insurance, including blanket
contractual(or contractual liability)coverage,broad form property damage coverage,and coverage for owned and non-
owned vehicles, with a minimum single limit coverage of$500,000 for all damages due to bodily injury, sickness or
disease,or death to any person,and damage to property,including the loss of use thereof,arising out of each accident or
occurrence,and naming Public Agency,their governing bodies,officers and employees as additional insureds;and(c)an
insurance policy providing coverage for lawyers'professional liability at limits acceptable to Public Agency. Consultant
shall promptly furnish to Public Agency certificates of insurance evidencing such coverage and requiring 30 days'written
notice to Public Agency of policy lapse, cancellation or material change in coverage.
7. Payment. Public Agency will pay Consultant for professional services performed at the rates shown in Appendix B,
Attorneys and Rate Schedule. In no event shall the total amount of compensation paid to Consultant exceed the payment
limit specified in Sec. 1(e). Consultant will submit to the Public Agency,with a copy to the County Counsel's Office,a
properly documented demand for payment monthly,in the form and manner prescribed by Public Agency. The demand
for payment shall itemize the type of services performed,the project for which the services were performed,the date the
services were performed, who performed the services, and the amount of time spent on such services. Subject to the
payment limit,Public Agency will pay Consultant reasonable costs as follows: Automobile mileage at the rate of$0.31
per mile,postage,long distance telephone charges,facsimile transmission,photocopying costs and similar expenses at the
actual cost incurred.
8. Status. The Consultant is an independent contractor, and shall not be considered an employee of Public Agency.
9. Record Retention. Except for materials and records,delivered to Public Agency,Consultant shall retain all materials and
records prepared or obtained in the performance of this Agreement, including financial records, for a period of at least
three years after Consultant's receipt of the final payment under this Agreement. Upon request by Public Agency,
Consultant shall make such materials and records available to Public Agency at no additional charge and without
restriction or limitation to State and federal governments at no additional charge.
10. Documentation. Consultant shall prepare and deliver to Public Agency at no additional charge the items described in
Appendix A to document the performance of this Agreement and shall furnish to Public Agency such information as is
necessary to enable Public Agency to monitor the performance of this Agreement.
11. Ownership of Documents. All materials and records of a finished nature,such as final plans,specifications,reports,and
-+lmaps,prepared or obtained in the performance of this Agreement, shall be delivered to and become the property of
Public Agency. All materials of a preliminary nature,such as survey notes,sketches,preliminary plans,computations and
other data,prepared or obtained in the performance of this Agreement,shall be made available,upon request,to Public
Agency at no additional charge and without restriction or limitation on their use.
12. Termination by Public Agency. At its option,Public Agency shall have the right to terminate this Agreement at any
time by written notice to Consultant,whether or not Consultant is then in default. Upon such termination, Consultant
shall,without delay, deliver to Public Agency all materials and records prepared or obtained in the performance of this
Agreement,and shall be paid,without duplication,all amounts due for the services rendered up to the date of termination.
13. Abandonment by Consultant. In event that Consultant ceases performing service under this Agreement or otherwise
abandons the project prior to completing all of the services described in this Agreement,Consultant shall,without delay,
deliver to Public Agency all materials and records prepared or obtained in the performance of this Agreement,and shall be
paid for the reasonable value of the services performed up to the time of cessation or abandonment,less a deduction for
any damages or additional expenses which Public Agency incurs as a result of such cessation or abandonment.
14. Breach. In the event that Consultant fails to perform any of the services described in this Agreement or otherwise
breaches this Agreement, Public Agency shall have the right to pursue all remedies provided by law or equity. Any
disputes relating the performance of this Agreement shall not be subject to non judicial arbitration.
15. Compliance with Laws. In performing this Agreement, Consultant shall comply with all applicable laws, statues,
ordinances,rules and regulation,whether federal, state or local in origin.
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16. Assignment. This Agreement shall not be assignable or transferable in,whole or in part by Consultant, whether
voluntarily,by operation of law or otherwise;provided,however,that the Redevelopment Director may allow consultant
to sub-contract that portion of the services for which Consultant does not have the facilities,to perform. Any other
purported assignment,transferor sub-contracting shall be void.
17. Endorsement of Plans. Consultant shall endorse all plans,specification,estimates,reports and other items described in
Appendix A prior to delivering them to Public Agency.
18. Indemnification. Consultant shall defend,save and hold harmless Public Agency and its officers and employees from
any and all claims,costs and liability for any damages,injury or death arising directly or indirectly from or connected with
the services provided hereunder,due to or claimed or alleged to be due to negligence or willful misconduct of Consultant
or any person under its control, save and except claims or litigation arising through the sole negligence or sole willful
misconduct of Public Agency,and will make good to and reimburse Public Agency for any expenditures, including
reasonable attorneys fees,Public Agency may make by reason of such matters and,if requested by Public Agency,will
defend any such suits at the sole cost and expense of Consultant.
19. Heirs, Successors and Assigns. Except as provided otherwise in Section 16 above,this Agreement shall inure to the
benefit of and bind the heirs, successors, executors,personal representatives and assigns of the parties.
20. Conflicts of Interest. Consultant and members of Consultant's staff shall avoid any actual or potential conflicts of
interest. Consultant agrees to notify Public Agency immediately of any case or situation which may involve an actual or
potential conflict of interest for Public Agency's review and decision. Consultant shall send a copy of any such
notification to County Counsel.
21. Notices. All notices(including requests,demands,approvals or other communications)under this Agreement shall be in
writing. The place for delivery of all notices given under this Agreement shall be as shown below, or to such other
addresses as Public Agency and Consultant may respectively designate by written notice to the other:
Agency: James Kennedy,Redevelopment Director Consultant: Lee Rosenthal
Contra.Costa County Goldfarb&Lipman
2530 Arnold Drive Suite 190 1300 Clay Street 9h Floor
Martinez CA 94553 Oakland CA 94612
Phone: 925-335-7225 Phone: 510-836-6336
Fax: 925-335-7201 Fax: 510-836-1035
Approved as to Form:
County Counsel
Attachments
Appendix A-Scope of Services
Appendix B-Attorneys and Rate Schedule
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