HomeMy WebLinkAbout040-87BEFORE THE TOWN COUNCIL OF THE TOWN OF DANVILLE
In the Matter of:
Approving the Joint Powers
Agreement Between the Town
of Danville and County of
Contra Costa Regarding Joint
Acquisition, Development,
Maintenance and Operations
of Magee Park
RESOLUTION NO.
The Town of Danville and County of Contra Costa propose to
jointly acquire, develop, maintain and operate as a park a 17-
acre site known as the Magee Property.
The attached Joint Powers Agreement sets forth the terms and
conditions of the parties' arrangement.
NOW, THEREFORE, the Town Council resolves that:
The Joint Powers Agreement for Magee Park attached to this
resolution as Exhibit "A" is approved and the mayor is authorized
to execute the Agreement.
PASSED and ADOPTED by the Town Council of the
Danville on ~~~2, , 1987 by the following vote:
AYES: Kennett, Lane, McNeely, Offenhartz, Schlendorf
NOES: None
ABSENT: None
ATTEST:
Town Clerk
Town of
/~L_-
J
5/22/87
· / ~ ~ ,
JOINT POWERS AGREEMENT
(Magee Park)
TABLE OF CONTENTS
JOINT POWERS AGREEMENT (Magee Park)
Pa=e
RECITALS
1. Parties
2. Intent and Purpose
3. Property Subject to Agreement
Definitions
5. Decision Making
a. Staff Members and Advisory Bodies
b. Joint Planning and Operations Committee
c. Governing Bodies
6. Financing; Revenues; Accountability
a. General
b. Annual Contribution
c. Debt Financing; Use of Funds
d. Other Revenues
e. Financial Accountability
7. Property Acquisition
a. Cost and Contribution
b. Method of Acquisition
8. Development
a. Access
b. Master Plan
c. Phase I Development
d. Additional and Development Phases
9. Maintenance and Operation; Emergencies
a. Maintenance and Operation
b. Emergencies
10. Rental and Use Policies Committee
11. Fees
1
2
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~12.
13.
14.
15.
16.
17.
Law Enforcement
a. Emergency Response (crimes in progress)
b. Non-Emergency Cases
c. Public Service Calls
d. Level of Services
Indemnification and Hold Harmless
Insurance
Successors; Assignment; Annexation
Term of Agreement; Amendments
a. Term
b. Amendments
Signatures
11
11
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12
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JOINT POWERS AGREEMENT
(Magee Park)
This Joint Powers Agreement (the "Agreement") is entered
into this , 1987 between the County of
Contra costa, a political subdivision of the State of California
("COUNTY"), and the Town of Danville, a municipal corporation
("TOWN"), under Section 6500 et. seq. of the Government Code of
the State of California.
RECITALS
This Agreement
circumstances:
is based on the following facts and
A. County Service Area R7A ("R7A") is an administrative
unit of COUNTY whose function is to provide parks and recrea-
tional services in the Alamo area, an unincorporated area of
COUNTY. R7A was established under Government Code §25210 et.
seq.
B. The Contra Costa County Public Facilities Corporation
("PFC") is a non-profit corporation incorporated under the
general non-profit corporation laws of the State of California to
provide financial assistance to the COUNTY.
C. There exists within the boundaries of the parties a 17-
acre parcel known as the Magee Property (the "Property"). The
Property is located along the Alamo area-Danville boundary at the
north end of La Gonda Way. (APN Nos. 1970-050-005, 197-070-011,
197-240-003 and 197-240-004.) The Property is located partly
within Danville's town limits and partly within the unincor-
porated area of COUNTY known as the Alamo area. The Property
contains three single-family houses.
D. The Trust for Public Lands has an option to purchase
the Magee Property and has exercised the option, subject to a
close of escrow by June 1, 1987. The Trust is willing to
transfer its option to the parties to enable them to purchase the
Magee Property for public park purposes.
E. The Magee Property is suitable for use as a park site.
The parties wish to enter into an arrangement by which they will
jointly acquire the property and develop and maintain it as a
public park, sharing all costs equally.
F. To facilitate future financing of development and
acquisition costs of the Magee Property, TOWN and COUNTY wish for
the Public Facilities Corporation (PFC) to take title to the
Page 1 of 15 pages
Magee Property and for PFC to lease the Property to COUNTY (and
COUNTY to sublease to TOWN an undivided one-half interest in the
Property) for use as a public park. To accomplish this, the
parties intend to enter into a separate agreement entitled
"Agreement Among the Town of Danville, the County of Contra Costa
and Contra Costa County Public Facilities Corporation Relating to
the Purchase of Real Property."
G. The purpose of this Agreement is to establish the terms
regarding acquisition of the Property and development, operations
and maintenance of the Park.
NOW, THEREFORE, the parties agree:
1. Parties.
The parties to this Agreement are the County of Contra Costa
("COUNTY") and the Town of Danville ("TOWN").
2. Intent and Purpose.
The parties' general intent and purpose under this Agreement
are to jointly acquire, develop, operate andmaintain the Magee
Park, sharing all costs equally. The parties' shared objective
is to have a fully usable park as soon as possible.
3. Property Subiect to Aareement.
The Property which is the subject of this Agreement is a 17-
acre parcel known as the Magee Property (the "Property"). The
Property is located along the Alamo area-Danville boundary at the
north end of La Gonda Way. (APN Nos. 197-050-005, 197-070-011,
197-240-003 and 197-240-004.) The Property contains three
single-family houses.
When the Property is developed as a park, the park shall
include the name Hap Magee in its title.
4. Definitions.
a. "Acquistion" means the purchase including possible
future refinancing of the Property.
b. "DeveloDment" means construction, installation,
remodelling, landscaping, grading or similar work performed
to improve the Property, including access routes to it.
c. "Maqee Park Account" refers to the account to be
established by TOWN to administer development, maintenance
and operations of the Park.
Page 2 of 15 pages
d. "Maaee Park Joint Planning and Operations Commit-
tee" or "Joint Committee" refers to the committee described
in paragraph 5b.
e. "Magee Park Trust Account" or "Trust Account" is
the account to be established by PFC under the trust
agreement approved as part of any subsequent financing of
the Property through PFC. (See paragraph 6c and e.)
f. "Operations and Maintenance" mean routine main-
tenance, repair, property management, policing and similar
services performed in connection with the Property.
g. the "Park" or the "Magee Park" refers to the park
to be developed on the Property.
h. the "Park Proiect" refers to the entire project to
be developed under this Agreement including the acquisition,
development, operations and maintenance of the Park.
i. "Property" or the "Magee Property" refers to the
17-acre parcel located along the Alamo area-Danville
boundary at the north end of La Gonda Way. (APN Nos. 197-
050-005, 197-070-011, 197-240-003 and 197-240-004.)
j. "Public Facilities Corporation" or "PFC" refers to
the Contra Costa County Public Facilities Corporation
described in Recitals paragraph B.
k. "R7A" refers to the County Service Area described
in Recitals paragraph A.
5. Administration and Decision-Making.
a. Staff Members and Advisory Bodies. The advisory
bodies for parks and recreation matters for the parties are
the County Service Area R-7A Citizens Advisory Committee for
COUNTY and Parks and Leisure Services Commission for TOWN.
These two groups, together with their respective staffs,
will provide administrative and support services for the
Park Project.
b. Joint Planning and ODerations Committee. The
parties shall appoint a Joint Planning and Operations
Committee (the "Joint Committee").
The Joint Committee shall be selected and shall
serve as follows: the COUNTY Board of Supervisors shall
appoint two members from the R7A Committee. TOWN shall also
appoint two members to serve on the Joint Committee. Each
of the four members shall serve for a two-year term, except
that in order to establish staggered terms one of the first
Page 3 of 15 pages
appointees from COUNTY and one of the first appointees from
TOWN shall serve a one-year term. The four appointed
members shall select (by unanimous vote) a fifth member who
is not a member of the COUNTY R7A Committee or the TOWN
Parks and Leisure Services Commission. The fifth member
must have a demonstrated interest in park and recreation
matters. The fifth member will serve for a one-year term
and may be re-appointed to one or more successive terms.
The Joint Committee shall meet semi-annually, or
more frequently if necessary. Its meetings shall be noticed
and open to the public as required by the Ralph M. Brown Act
(Government Code §94590 et seq.). Consensus decision-making
is encouraged.
The duties of the Joint Committee are to:
O
develop the master plan and recommend adoption to
the Park and Leisure Services Commission, the R7A
Committee, the Danville TOWN Council and the Board
of Supervisors;
o review construction documents;
O
review operations and solicit general community
comments;
O
review and recommend to the Danville Park and
Leisure Services Commission, the R7A Committee,
the Danville TOWN Council and the Board of Super-
visors;
- annual operating budget
- future capital development projects
annual service level changes for rental rate
adjustments.
O
other functions assigned to it by the Board of
Supervisors and Danville TOWN Council.
c. Governing Bodies. All final decisions on site
planning and expenditures are reserved to the governing
bodies of the parties: the COUNTY Board of Supervisors and
Danville TOWN Council.
6. Financing; Revenues; Accountability.
a. General. The Magee Park Project shall be a joint,
equal-share commitment for all phases: acquisition,
development, maintenance and operations. Maintenance and
Page 4 of 15 pages
operating costs shall be shared equally and development
shall be phased in accordance with the ability of each party
to pay its fair share of maintenance and operating costs.
The parties agree that upon acquisition of the
Property and adoption of the master plan (under section 8b),
each party shall make a good faith effort to secure funding
for development and access improvements as soon as possible.
b. Minimum Annual Contribution. Subject to the debt
limitation of California Constitution Article XVI, Sec. 18,
each party agrees to contribute at least $120,000 each year
to the Magee Park Project for development, maintenance and
operations. (The amount may be less than $120,000 by mutual
agreement.) The portion of the contribution allocated for
debt financing, if any, shall be paid at the time and in the
manner designated in the financing documents. The balance
of the $120,000 contribution is payable to the Magee Park
Account on July 1 of each year, beginning July 1, 1988.
COUNTY further agrees to contribute to the Park
Project 50% of the CSA R7A future incremental increases in
property tax and park dedication revenue above the revenue
received in FY 1986-87. TOWN agrees to match this amount.
As soon as possible after acquisition of the
Property the parties shall adopt an operating budget to
cover the period of time from acquisition until July 1,
1988. The proposed budget shall be adopted by mutual
agreement and the parties shall each deposit an equal share
to cover the budget into the Magee Park Account.
c. Debt Financinq; Use of Funds. In the Agreement
Relating to the Purchase of Real Property, PFC agrees to
exercise all reasonable efforts to finance the property
purchased through the issuance of bonds or through the
issuance of certificates of participation representing
interests in leases or in any other manner authorized by
law. Any financing proposed is subject to prior approval of
COUNTY and TOWN. If PFC is unable to obtain financing or
the parties decide not to seek such financing and no
financial obligations against the property are outstanding,
PFC shall, at the written request of both parties, convey
title to COUNTY and CITY jointly, each an undivided one-half
interest, or to any entity designated by the parties.
COUNTY will assume responsibility and provide
staff to administer the deferred financing through PFC for
the Magee Parksite. COUNTY and TOWN each agree to pay one-
half the cost of the annual debt service and reasonable
administrative costs. The proceeds from the financing shall
be deposited in a Magee Park Trust Account with all interest
Page 5 of 15 pages
accruing to the account for exclusive benefit of the Magee
Park project in accordance with the trust agreement approved
at the time of issuance of the deferred financing.
Up to $70,000 of the total annual contribution
made under paragraph 5b shall be used (if feasible) to
pursue a future debt financing issue to fund development,
access to the site and refinancing of the acquisition cost.
In order of priority, proceeds of the debt issue shall be
used to provide:
(1) the least costly (to the parties) vehicular
and pedestrian access to the Property; and
(2) the maximum amount of Phase 1 development
consistent with the parties' ability to sustain their
equal share of maintenance costs; and
(3) reimbursement to the parties of all or part
of the acquisition cost.
d. Other Revenues. Each party may apply for grants
or solicit outside funding for Magee Park with the approval
of the Joint Committee. Such revenues shall be deposited in
the Magee Park Account. Revenue from rentals and fees shall
also be deposited in the Magee Park Account.
e. Financial Accountability. COUNTY shall be
responsible for and provide staff to administer the debt
financing through PFC for development and/or refinancing
acquisition costs of the Park. COUNTY and TOWN each agree
to pay one-half the cost of the annual debt service and
reasonable administrative costs.
TOWN shall administer the annual operating budget
for the Park and future capital budgets for development (not
financed by debt financing). An administrative overhead
cost based on actual expense to provide operating services
shall be included in the annual budget. COUNTY and TOWN
each agree to pay one-half of the reasonable administrative
costs for maintenance and operations. After initial
startup, the budget will be on a fiscal-year cycle to
coordinate with the budget cycles of the respective
governing bodies. Budget recommendations shall be submitted
to the governing bodies by April 15th of each year or as
soon as possible after that date. Upon adoption of the
Magee Park budget by the governing bodies, each party shall
deposit its equal share of costs into the Magee Park
Account.
Budget records shall be kept in the same manner as
the TOWN's budget for park maintenance which includes
Page 6 of 15 pages
categories for employee services, contract services,
operations and capital outlay. TOWN will produce Magee Park
account reports on at least a quarterly basis and distribute
them to the staff of R7A and the TOWN staff responsible for
project management. Account status reports will be provided
to the Joint Committee on a semi-annual basis or as
requested.
Each party is responsible for its respective
account and is strictly accountable under Government Code
§6505 for reporting all receipts and disbursements.
7. Property Acquisition.
a. Cost and Contribution. The purchase price of the
Property is $1,140,000 cash. TOWN and COUNTY shall share
equally all costs of acquiring the Property. Each party
agrees to provide half of the purchase price ($570,000 each)
plus their share of closing costs and to pay the amount into
escrow by , 1987.
b. Method of Acquisition and Financing. The parties
agree that the PFC shall purchase and take title to the
Property as described in Recitals paragraph F. PFC may
refinance the Property as set forth in section 6c. The
acquisition shall be accomplished in accordance with the
terms and conditions of the "Agreement Among Town of
Danville, County of Contra Costa and Contra Costa Public
Facilities Corporation Relating to the Purchase of Real
Property "dated May , 1987 (Recitals paragraph F).
8. Development.
a. Access. The parties agree that adequate vehicular
access must be provided to the Property before the Park
facility is opened for general public use. The parties
shall develop one of the two possible vehicular access
routes, from Danville Boulevard or from La Gonda Way,
whichever is the least costly to the parties. The Danville
Boulevard access is preferred as the primary access to the
Property if it is the least costly. This access route shall
be thoroughly investigated as part of the master plan
preparation. However, if the Danville Boulevard access is
not secured by January 1, 1988, the La Gonda Way access
shall be implemented. If the La Gonda Way access is used,
the parties shall also install a pedestrian access to the
Property from the Camille extension property. The pedes-
trian access shall be funded from debt proceeds, if there
are any. For example, if a $70,000 contribution from each
party is used to finance $1,200,000 of park improvements (as
described in paragraph 6c), then the total would be used as
follows:
Page 7 of 15 pages
$1,200,000
- 350,000
- 150.000
$ 700,000
La Gonda access improvements
Camille pedestrian bridge
Park development (Phase I)
b. Master Plan. As soon as possible after acquisi-
tion of the Magee Property, the parties shall begin prepara-
tion of a master plan, cost estimate and phasing recommenda-
tions for full development of the Park. The master plan
preparation shall be funded by equal financial contribution
from the parties.
The Joint Planning and Operations Committee is
responsible for supervising preparation of the master plan.
The Joint Committee shall conduct public meetings, select a
mutually agreeable consultant and report its recommendations
to the respective advisory and governing bodies of the
parties for final decision.
COUNTY RTA staff will assume administrative
responsibility supervising development of the master plan,
for which services COUNTY shall not receive reimbursement.
As part of its master plan recommendation, the
Joint Committee shall evaluate the cost impacts on each
party of maintenance and operations.
c. Phase I Development. All development shall be in
accordance with the master plan.
After a final master plan under paragraph 8b is
adopted by the parties' governing bodies, the Joint Commit-
tee will recommend to the parties for i~ediate implementa-
tion a Phase I development plan, consistent with the debt
financing projection described in paragraph 6c. The Phase I
development plan shall include at a minimum safety and
security improvements, a creekside trail, parking, pathways,
a large lawn area and picnic clusters. The parties agree to
jointly fund the Phase 1 Development as soon as possible.
TOWN will assume responsibility as project manager
for Phase I development, including preparation of plans,
specifications, cost estimates, bidding and contract
documents, contract administration, payment of contractors
and other administrative functions, for which services TOWN
shall not receive reimbursement.
TOWN will submit to COUNTY invoices for Phase I
development costs and COUNTY shall promptly process invoices
to the PFC trustee for payment in accordance with the trust
agreement.
Page $ of 15 pages
The Joint Committee and COUNTY and TOWN staff members
shall review the construction documents when they are 60%
complete and 95% complete.
d. Additional Development Phases. Improvements in
conformance with the master plan may be funded jointly, by
mutual agreement; or individually by one of the parties
which agrees to pay additional development costs. Each
improvement must first be approved by the Joint Committee.
TOWN will assume responsibility as project manager for
additional development phases in the same manner as set
forth in section 8c.
9. Maintenance and Operation; Emerqencies.
a. Maintenance. TOWN will provide maintenance
services for the Magee Park at a level of service equivalent
to that provided for other park facilities in the TOWN. It
is noted that only a portion of the Magee Park will ini-
tially be developed and that the undeveloped areas may not
need as much maintenance effort.
TOWN will provide records for all maintenance
costs on an annual basis for review by the Joint Committee
as a basis for reimbursement by COUNTY. Each party agrees
to equally share all costs of maintenance including reason-
able administrative overhead.
A maintenance budget will be established as part
of the annual budget process which includes a contingency
reserve for unanticipated emergencies. Operating funds will
be deposited in the Magee Park Account on an equal share
basis by each agency upon approval of its final budget for
each fiscal year (see section 6b). Unless approved by the
parties in writing, the annual maintenance costs to the
parties shall not exceed the annual budget approved by the
parties' governing bodies.
As operating manager, TOWN shall manage the three
buildings presently located on the Property. TOWN shall
collect rental payments and undertake necessary repairs.
The TOWN may elect to use a professional property manager
for this purpose. Receipts from rental payments shall be
deposited into the Magee Park Account. It is agreed that
the master plan will include a plan for re-use of the
existing residential structures.
b. Emergencies.
TOWN, as operating manager for the Park, has the
authority to respond to any emergency situation requiring
Page 9 of 15 pages
immediate attention and to incur the costs necessary to
alleviate the emergency, up to a maximum of the funds
available in the operating budget or contingency reserve.
These costs shall be shared equally by each party.
An event shall be considered an emergency if it is
unanticipated, threatens imminent damage or injury to people
or property and requires immediate attention. Examples of
an emergency include stabilization of creek banks due to
major slumping or failure, removal of tree limbs due to
storm or internal failure, repair of buildings due to storm
or internal damage, etc. Emergency repairs shall be the
minimum necessary to stabilize the situation to prevent
continuing damage or injury.
If the cost of permanent repair to park property
damaged by the emergency condition exceeds funds available
in the operating budget or contingency reserve, then the
Joint Committee shall evaluate the estimated improvement
costs and consider recommendation of a supplemental appro-
priation to be jointly shared to their respective legisla-
tive bodies.
10. Rental and Use Policies.
The Joint Planning and Operations Committee will establish
policies regarding use of the park facilities and recommend their
adoption to the respective governing bodies after adoption of the
master plan and before public use of the park. These policies
may be reviewed and amended as needed.
The objective of the use policy will be to maximize the use
and enjoyment of the Magee parksite by as broad a segment of TOWN
and R7A area communities as possible. Facilities will be made
available on a "first come, first served" basis in accordance
with established user priorities. In order to provide for
equitable and beneficial use of the park, user priorities will be
established as part of the facility use policy. A sliding fee
scale may be assigned according to user priority. Within the
user priorities just described, Park facilities shall be made
available on an equal basis to residents and taxpayers of
TOWN and County Service Area R-7A.
Fees may be charged for the use of Park facilities in
accordance with paragraph 11.
TOWN is responsible for the assessment, collection and
distribution of fees and the scheduling of Park facilities. TOWN
will provide records of staff time and overhead expenses
associated with providing this service on an annual basis for
review by the Joint Committee as a basis for reimbursement by
COUNTY for their equal share.
Page 10 of 15 pages
11. Fees.
The parties anticipate charging fees for many of the
facilities existing or to be developed in the Park, such as group
picnic areas, stables and horse ring, buildings, parking, etc.
These fees will be established and reviewed on an annual
basis through the budget process following the Joint Committee's
recommendation to the parties' governing bodies. There will be
no fee differential between residents of TOWN or R7A County
Service Area, although non-resident surcharges may be applied to
park users outside these boundaries to the extent lawful.
TOWN will collect fees and deposit them into the Magee Park
Account (using the TOWN's standard accounting procedures). TOWN
shall invest such revenue at the most beneficial rate of interest
possible under the laws governing its operation and according to
prudent financial judgment. Interest will be credited to the
Magee Park Account. These funds will be allocated on an annual
basis through the budget recommendations made to the respective
governing bodies by the Joint Committee. These funds may be used
for either capital, operating or debt service expenditures.
12. Law Enforcement.
TOWN's Police Department shall have primary responsibility
for the law enforcement in the Magee Park but the COUNTY
Sheriff's officers shall have concurrent jurisdiction throughout
the park in accordance with the following policies:
a. Emergency ResDonse (crimes in progress). The law
enforcement agency first receiving notification of a crime
in progress will provide emergency response to the best of
its ability. The responding agency will request additional
assistance from the other agency as necessary to provide
more rapid response or backup. When COUNTY provides first
response in connection with a crime or occurrence originat-
ing in the Park, COUNTY shall initiate appropriate written
data as needed. TOWN Police Department shall be responsible
for any subsequent follow-up investigation and/or criminal
processing. Each agency will provide backup support and
assistance to the other as time and resources are available.
b. Non-Emerqenc¥ Cases. Each law enforcement agency
will respond to and be responsible for those non-emergency
incidents or crimes occurring in the Park. However, after
responding and taking preliminary information, COUNTY will
turn over the necessary investigation and follow-up to TOWN.
c. Public Service Calls. Each agency will handle its
own non-crime public service calls as time and resources are
available. However, each agency may also on its own
Page 11 of 15 pages
initiative provide assistance when it is appropriate to do
SO.
d. Level of Services. COUNTY and TOWN each agree to
provide the same level of public safety services to all
portions of the Magee Park that it provides throughout the
rest of its jurisdiction, subject to the policies set forth
above. Expenses for large planned events or exercises at
the Park that require police protection beyond the normal
level of service will be shared equally if not covered by
user fees.
13. Indemnification and Hold Harmless.
Each party to this Agreement shall defend, indemnify, save
and hold harmless the other parties, their boards or councils,
officers, agents and employees from any and all claims, demands,
suits, costs, expenses and liability for any damages, injury,
sickness or death, including liability for inverse condemnation,
nuisance or trespass, arising directly or indirectly from, or in
any way connected with, the design, construction, installation,
inspection, operation, maintenance or repair of the Park or its
facilities except as provided in this section. The parties shall
share equally the defense costs, expenses and liability for any
claims or suits for damages (including liability for inverse
condemnation, nuisance or trespass), injury, sickness or death in
any way connected with the Park or its development, except for
liability arising through the sole active negligence or willful
misconduct of one of the parties, its officers or employees, and
that party shall make good to and reimburse the other for any
expenditures, including reasonable attorneys' fees, the other
party may make by reason of such matters.
Nothing in this section is intended to effect the legal
liability of any party to third parties by imposing any standard
of care different from the standard of care imposed by law.
Nothing in this section is intended to affect the provisions
of Government Code §57325, as to territory annexed subsequent to
the execution of this Agreement.
14. Insurance.
For the design and construction of improvement projects
within the Park, the parties shall cause all contract documents
for such work to include provisions requiring the consultant or
contractor to:
(1) name both parties to this Agreement and PFC, their
boards or councils, officers, agents and employees as
additional insureds under the insurance (listed under 14.(2)
(a) and (b)) provided by the consultant or contractor;
Page 12 of 15 pages
(2) provide to both parties to this Agreement a
certificate or certificates of insurance evidencing the
coverage listed below and providing at least 30 days'
written notice of lapse, cancellation or other termination
of coverage. A consultant for contractor shall provide:
(a) comprehensive general liability insurance,
including broad form comprehensive general liability,
with a combined single limit coverage of at least
$500,000;
(b) business automobile liability insurance, for
owned and non-owned autos, with a combined single limit
coverage of at least $500,000;
(c) blanket contractual liability and broad form
property damage insurance;
(d) workers' compensation insurance as required
by state law; and
(e) to the extent reasonably attainable, profes-
sional liability insurance with a combined single limit
coverage of at least $500,000 (consultant only); and
(3) promise to defend, indemnify, save and hold
harmless both parties to this Agreement and the PFC, their
boards or councils, officers, agents and employees from any
loss, damage, injury, death, claim or demand connected in
any way with the work or services performed by the consul-
tant or contractor and caused by the negligence or willful
misconduct of the consultant or contractor, the consultant's
or contractor's direction or control, and to defend any such
suits at the sole expense of the consultant or contractor.
If more than one consultant or contractor is employed, the
term "consultant" or "contractor" shall refer to all consultants
and contractors employed by the parties to this Agreement.
Each agency has its own insurance coverage or self-insur-
ance. Settlement of claims will be determined by mutual consent
of both agencies after initial investigation.
15. Successors; Assignment; Annexation.
This Agreement shall be binding upon and shall inure to the
benefit of the successors of the parties. Neither party may
assign any right or obligation under this Agreement without the
written consent of the other.
If TOWN annexes any portion of the territory of County
Service Area R-7A existing as of the effective date of this
Agreement, and if the annexation results in a decrease of the
Page 13 of 15 pages
property tax revenues available to COUNTY for park and recreation
purposes within County Service Area R-7A, TOWN agrees to increase
its share, as described in section 6 of this Agreement, by a
percentage equal to the percentage that the property tax revenues
from the area annexed by TOWN bear to the property tax revenues
from the total territory of County Service Area R-7A.
16. Term of Aqreement; Amendments.
a. Term. This Agreement shall remain in effect
indefinitely unless terminated by mutual written agreement
of the parties.
b. Amendments. This Agreement may be amended or
terminated by the written consent of the parties. Before
termination can occur, the parties must determine by mutual
consent the disposition of the Property and any improve-
ments.
17. Signatures.
This Agreement may be signed in counterparts and the
signature pages attached to form a complete document.
APPROVED BY:
TOWN OF DANVILLE
By: Off~ehartz~~,~/
Doug ayor
(Council Resolution No.~6-E?)
~' Town Clerk
COUNTY OF CONTRA COSTA
Approved as to Form: J" :'
C~$arles~. Williams
Own %;torney
Sunne Wright McPeak
Chair, Board of Supervisors
(Board Order No. )
Attest:
Phil Batchelor,
County Administrator
and Clerk of the Board
of Supervisors
Deputy
Page 14 of 15 pages
Approved as to Form:
County Counsel
Victor J. Westman
!
m
By:
Deputy
Page 15 of 15 pages