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2021 01 19 HA Quarterly MeetingHOUSING AUTHORITY AGENDA 1 JANUARY 19, 2021 REGULAR QUARTERLY MEETING HOUSING AUTHORITY AGENDA CITY HALL COUNCIL CHAMBER 78495 Calle Tampico La Quinta REGULAR MEETING TUESDAY, JANUARY 19, 2021 at 4:00 P.M. ****************************** SPECIAL NOTICE Teleconferencing and Telephonic Accessibility In Effect Pursuant to Executive Orders N-25-20, N-29-20, N-33-20, N-35-20, and N-60- 20, executed by the Governor of California, and the directives under the “Regional Stay At Home Order” from the California Department of Public Health, in response to the state of emergency relating to novel coronavirus disease 2019 (COVID-19) and enabling teleconferencing accommodations by suspending or waiving specified provisions in the Ralph M. Brown Act (Government Code § 54950 et seq.), members of the Housing Authority, the Executive Director, Authority Counsel, City Staff, and City Consultants may participate in this meeting by teleconference. Additionally, pursuant to the above-referenced orders, members of the public are instructed to stay at home and to limit mixing with other persons or households as much as possible. Therefore, members of the public temporarily are not permitted to physically attend at City Hall the meeting to which this agenda applies, but any member of the public may listen or participate in this meeting as specified below. Members of the public wanting to listen to this meeting may do so by tuning- in live via http://laquinta.12milesout.com/video/live.   Members of the public wanting to address the Housing Authority, either for public comment or for a specific agenda item, or both, may do so via teleconference by sending an email notification to the La Quinta City Clerk’s Office at CityClerkMail@LaQuintaCA.gov, and specify the following information: Housing Authority agendas and staff reports are available on the City’s web site: www.laquintaca.gov BUSINESS SESSION ITEM NO. 2 WAS PULLED FROM THE AGENDA HOUSING AUTHORITY AGENDA 2 JANUARY 19, 2021 REGULAR QUARTERLY MEETING 1) Full Name 4) Public Comment or Agenda Item Number 2) City of Residence 5) Subject 3) Phone Number 6) Written or Telephonic Verbal Comments The email “subject line” must clearly state “Written Comments” or “Telephonic Verbal Comments.” Telephonic verbal public comments – requests to speak must be emailed to the City Clerk no later than 3:00 p.m. on the day of the meeting; the City will facilitate the ability for a member of the public to be audible to the Housing Authority, and general public for the item(s) by contacting him/her via phone and queuing him/her to speak. Only one person at a time may speak by telephone and only after being recognized by the Chairperson. Written public comments must be received by the City Clerk’s Office no later than 3:00 p.m. on the day of the meeting, and will be distributed to the Housing Authority, incorporated into the agenda packet and public record of the meeting, and will not be read during the meeting unless, upon the request of the Chairperson, a brief summary of any public comment is asked to be read, to the extent the City Clerk’s Office can accommodate such request. It would be appreciated that any email communications for public comments related to the items on the agenda, or for general public comment, are provided to the City Clerk’s Office at the email address listed above prior to the commencement of the meeting. If that is not possible, and to accommodate public comments on items that may be added to the agenda after its initial posting or items that are on the agenda, every effort will be made to attempt to review emails received by the City Clerk’s Office during the course of the meeting. The Chairperson will endeavor to take a brief pause before action is taken on any agenda item to allow the City Clerk to review emails and share any public comments received during the meeting. All emails received by the City Clerk, at the email address above, until the adjournment of the meeting, will be included within the public record relating to the meeting. ****************************** CALL TO ORDER ROLL CALL: Authority Members: Evans, Fitzpatrick, Peña, Sanchez, Chairperson Radi VERBAL ANNOUNCEMENT – AB 23 [AUTHORITY SECRETARY] HOUSING AUTHORITY AGENDA 3 JANUARY 19, 2021 REGULAR QUARTERLY MEETING PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA At this time, members of the public may address the Housing Authority on any matter not listed on the agenda by emailing written public comments or requests to provide verbal public comments via teleconference as indicated above. Please limit your comments to three (3) minutes (or approximately 350 words). The Housing Authority values your comments; however, in accordance with State law, no action shall be taken on any item not appearing on the agenda unless it is an emergency item authorized by Government Code § 54954.2(b). CONFIRMATION OF AGENDA CONSENT CALENDAR NOTE: Consent Calendar items are routine in nature and can be approved by one motion. PAGE 1. APPROVE SPECIAL MEETING MINUTES OF DECEMBER 15, 2020 5 BUSINESS SESSION PAGE 1. APPOINT HOUSING AUTHORITY CHAIRPERSON AND VICE CHAIRPERSON FOR CALENDAR YEAR 2021 7 2. Pulled from consideration by City Staff >>> APPROVE AGREEMENT FOR CONTRACT SERVICES WITH J&H ASSET PROPERTY MANAGEMENT, INC FOR RESIDENTIAL PROPERTY MANAGEMENT SERVICES AT DUNE PALMS MOBILE ESTATES 9 CHAIR AND BOARD MEMBERS' ITEMS ADJOURNMENT *************************************** The next regular quarterly meeting of the Housing Authority will be held on April 20, 2021 at 4:00 p.m. in the City Council Chambers, 78495 Calle Tampico, La Quinta, CA 92253. HOUSING AUTHORITY AGENDA 4 JANUARY 19, 2021 REGULAR QUARTERLY MEETING DECLARATION OF POSTING I, Monika Radeva, Authority Secretary of the La Quinta Housing Authority, do hereby declare that the foregoing agenda for the La Quinta Housing Authority was posted near the entrance to the Council Chambers at 78495 Calle Tampico and on the bulletin boards at 51321 Avenida Bermudas and 78630 Highway 111, on January 15, 2021. DATED: January 15, 2021 MONIKA RADEVA, Authority Secretary La Quinta Housing Authority Public Notices  The La Quinta City Council Chamber is handicapped accessible. If special equipment is needed for the hearing impaired, please call the City Clerk’s Office at (760) 777-7092, twenty-four (24) hours in advance of the meeting and accommodations will be made.  If special electronic equipment is needed to make presentations to the Housing Authority, arrangement should be made in advance by contacting the City Clerk's Office at (760) 777-7092. A one (1) week notice is required.  If background material is to be presented to the Housing Authority during a meeting, please be advised that eight (8) copies of all documents, exhibits, etc., must be supplied to the City Clerk for distribution. It is requested that this take place prior to the beginning of the meeting.  Any writings or documents provided to a majority of the Housing Authority regarding any item on this agenda will be made available for public inspection at the City Clerk counter at City Hall located at 78495 Calle Tampico, La Quinta, California, 92253, during normal business hours. HOUSING AUTHORITY MINUTES Page 1 of 2 DECEMBER 15, 2020 SPECIAL MEETING HOUSING AUTHORITY SPECIAL MEETING MINUTES TUESDAY, DECEMBER 15, 2020 CALL TO ORDER A special meeting of the La Quinta Housing Authority was called to order at 9:49 p.m. by Chairperson Radi. This meeting provided teleconference accessibility pursuant to Executive Orders N-25-20, N-29-20, N-33-20, N-35-20, and N-60-20 executed by the Governor of California, and the directives under the “Regional Stay At Home Order” from the California Department of Public Health, in response to the state of emergency relating to novel coronavirus disease 2019 (COVID-19) and enabling teleconferencing accommodations by suspending or waiving specified provisions of the Ralph M. Brown Act (Government Code § 54950 et seq.). PRESENT: Authority Members: Evans, Fitzpatrick, Peña, Sanchez, and Chairperson Radi ABSENT: None STAFF PRESENT: Executive Director McMillen, Authority Counsel Ihrke, Authority Secretary Radeva, and Finance Director Romero. VERBAL ANNOUNCEMENT – AB 23 was made by the Authority Secretary PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA – None CONFIRMATION OF AGENDA – Confirmed CONSENT CALENDAR 1. APPROVE SPECIAL MEETING MINUTES OF JUNE 16, 2020 MOTION – A motion was made and seconded by Authority Members Peña/Evans to approve the Consent Calendar as recommended. Motion passed unanimously. BUSINESS SESSION 1. RECEIVE AND FILE FISCAL YEAR 2019/20 HOUSING AUTHORITY YEAR-END BUDGET REPORT AND APPROVE AMENDED BUDGET CARRYOVERS CONSENT CALENDAR ITEM NO. 1 5 HOUSING AUTHORITY MINUTES Page 2 of 2 DECEMBER 15, 2020 SPECIAL MEETING Finance Director Romero presented the staff report which is on file in the Clerk’s Office. MOTION – A motion was made and seconded by Councilmembers Peña/Fitzpatrick to receive and file 2019/20 Housing Authority Year- End Budget Report and approve amended budget carryovers. Motion passed unanimously. 2. RECEIVE AND FILE FISCAL YEAR 2020/21 FIRST QUARTER HOUSING AUTHORITY BUDGET REPORT AND APPROVE THE RECOMMENDED BUDGET ADJUSTMENTS Finance Director Romero presented the staff report which is on file in the Clerk’s Office. MOTION – A motion was made and seconded by Councilmembers Peña/Evans to receive and file fiscal year 2020/21 First Quarter Housing Authority Budget Report and approve the recommended budget adjustments. Motion passed unanimously. REPORTS AND INFORMATION ITEMS Authority Member Peña commended Finance Director Romero for her assistance with evaluating the uncollected debt for Imperial Irrigation District. Authority Member Evans requested that Staff explore opportunities to allocate Housing Authority funds to assist residents in need of housing or other programs due to the impacts of COVID-19, similar to the City’s COVID- 19 Small Business Economic Emergency Relief Programs. ADJOURNMENT There being no further business, it was moved and seconded by Authority Members Fitzpatrick/Evans to adjourn at 10:02 p.m. Motion passed unanimously. Respectfully submitted, MONIKA RADEVA, Authority Secretary La Quinta Housing Authority 6 Housing Authority HOUSING AUTHORITY MEETING: January 19, 2021 STAFF REPORT AGENDA TITLE: APPOINT HOUSING AUTHORITY CHAIRPERSON AND VICE- CHAIRPERSON FOR CALENDAR YEAR 2021 RECOMMENDATION Appoint Housing Authority Chairperson and Vice-Chairperson for calendar year 2021. EXECUTIVE SUMMARY On September 15, 2009, Council established the Housing Authority (Authority). The Authority adopted by-laws via Resolution HA 2009-001 establishing the procedure for electing the Chairperson and Vice- Chairperson. Section 2 of the Authority by-laws states that the Authority shall annually, at its first regular meeting held after December 30, vote to appoint two of its members to serve as Chairperson and Vice-Chairperson. FISCAL IMPACT – None. BACKGROUND/ANALYSIS The following Authority Members have held these positions in the past six years: Year Chairperson Vice-Chairperson 2015 John Peña Robert Radi 2016 Robert Radi Lee Osborne 2017 Kathleen Fitzpatrick Steve Sanchez 2018 Steve Sanchez John Peña 2019 John Peña Robert Radi 2020 Robert Radi Kathleen Fitzpatrick ALTERNATIVES As this action is required by Authority by-laws, staff does not recommend an alternative. Prepared by: Monika Radeva, Authority Secretary Approved by: Jon McMillen, Executive Director BUSINESS SESSION ITEM NO. 1 7 8 City of La Quinta HOUSING AUTHORITY MEETING: January 19, 2021 STAFF REPORT AGENDA TITLE: APPROVE AGREEMENT FOR CONTRACT SERVICES WITH J&H ASSET PROPERTY MANAGEMENT, INC. FOR RESIDENTIAL PROPERTY MANAGEMENT SERVICES AT DUNE PALMS MOBILE ESTATES RECOMMENDATION Approve Agreement for Contract Services with J&H Asset Property Management, Inc. for residential property management services at Dune Palms Mobile Estates in an amount not to exceed $118,860; and authorize the Executive Director to execute the agreement. EXECUTIVE SUMMARY •As part of the acquisition of the Dune Palms Mobile Estates (Park) at 46400 Dune Palms Road in La Quinta, the Housing Authority (Authority), assumed the contract for the current property management firm, J&H Asset Property Mgt., Inc. (J&H) in a commitment to a seamless transition for residents of the park. •To conclude the assumed contract and to remain in compliance with the Authority’s contractual standards, a new agreement for management services was drafted between the Authority and J&H. •The assumed contract is on a month-to-month basis and will be converted to an initial eighteen (18) month term with an optional extension of two (2) years through June 30, 2024. FISCAL IMPACT J&H would provide residential property management services for a monthly fee as detailed below. The total contract cost is for a not-to-exceed amount of $118,860 for the initial contract term of 18 months and an optional extension of two years is available, with costs subject to a potential increase of 3% each fiscal year. BUSINESS SESSION ITEM NO. 2 Fiscal Year Monthly Amount Fiscal Year Amount 2020/21 2,720$ 16,320$ * 2021/22 2,720$ 32,640$ 2022/23 2,800$ 33,600$ 2023/24 2,900$ 34,800$ 117,360$ $500 Fee Per Audit 1,500$ TOTAL CONTRACT AMOUNT 118,860$ * Six months, from January - June 2021. MANAGEMENT FEE 9 If approved, a budget adjustment for Park revenues and expenses will be added during the 2020/21 Mid-Year Budget Report. At that time, funds for these contract services would be added in the Housing Authority budget in Account No. 241-9104-60103, Professional Services. BACKGROUND/ANALYSIS In June 2020, the City opened escrow for the acquisition of the Park as part of the Settlement Agreement for an eminent domain case, City of La Quinta v. Chin Family Properties Ltd. Partnership (Riverside County Superior Court Case No. PSC1803284) as reported out during the City’s May 19, 2020 Council meeting. During the due diligence process while escrow was opened, it was deemed appropriate for the benefit of Park residents to retain the services of the existing property management company. The City assumed the existing contract for property management services through escrow and must now formally contract with J&H to comply with contractual standards required of all service providers. The City’s assumption of the J&H property management contract expressly named the Authority as a third-party beneficiary with the right to have the City’s assumption transferred to the Authority. J&H has acted as property management for the Park since February 2006, and have extensive experience in providing park management, including maintaining all legally required licensing and reporting due to the State of California, answering calls from residents regarding property maintenance requests and inquiries, rent collections, and facilitating operations for the mobile home park. On January 12, 2021, the Housing Commission discussed and approved the recommended Scope of Services incorporated as Exhibit A of the Agreement (Attachment 1). The initial term of the Agreement would be retroactive to the date escrow closes and will expire on June 30, 2022, with an option to renew for one two-year extension, beginning July 1, 2022, and expiring on June 30, 2024. The City has the right to terminate the Agreement at any time with a 60-day written notice. ALTERNATIVES The Authority may elect to not approve this Agreement. However, staff does not recommend this alternative due to the immediate need to maintain ongoing services as well as their knowledge and experience working with the Park and its residents. Prepared by: Angela Ferreira, Management Analyst Approved by: Jon McMillen, City Manager Attachment: 1.Agreement for Contract Services 10 AGREEMENT FOR CONTRACT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made and entered into by and between the CITY OF LA QUINTA HOUSING AUTHORITY, (“City”), a California municipal corporation, and J & H ASSET PROPERTY MGT., INC. a CA Limited Liability Corporation (“Contracting Party”). The parties hereto agree as follows: 1. SERVICES OF CONTRACTING PARTY. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to property management services for the Dune Palms Mobile Estates located at 46400 Dune Palms Road, in La Quinta, CA 92253, as specified in the “Scope of Services” attached hereto as “Exhibit A” and incorporated herein by this reference (the “Services”). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience, Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder, and that all materials, if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase “industry standards” shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances. 1.2 Compliance with Law. All Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable Federal, State, and local wage and hour laws. 1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contracting Party and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Contracting Party shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for ATTACHMENT 1 11 -2- the performance of the Services required by this Agreement, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Contracting Party shall be responsible for all subcontractors’ compliance with this Section. 1.5 Familiarity with Work. By executing this Agreement, Contracting Party warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party’s risk until written instructions are received from the Contract Officer, or assigned designee (as defined in Section 4.2 hereof). 1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party’s work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City’s own negligence. The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party. 1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services in addition to those specified in the Scope of Services (“Additional Services”) only when directed to do so by the Contract Officer, or assigned designee, provided that Contracting Party shall not be required to perform any 12 -3- Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written change order if Contracting Party is a contractor performing the Services) from the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer’s, or assigned designee’s written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in “Exhibit D” (the “Special Requirements”), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2. COMPENSATION. 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with “Exhibit B” (the “Schedule of Compensation”) in a total amount not to exceed One Hundred Eighteen Thousand Eight Hundred Sixty Dollars ($118,860.00) for the life of the Agreement, encompassing the initial one year and six months and an additional two year extended term. (the “Contract Sum”), except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contracting Party’s rate schedule, but not exceeding the Contract Sum, or such other reasonable methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary by City; Contracting Party shall not be entitled to any additional compensation 13 -4- for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party’s overall compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement. 2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City an invoice for Services rendered prior to the date of the invoice. Such invoice shall describe the timeframe for property management services rendered and reference the scope of services detailed in EXHIBIT A. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City’s Finance Department. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer, or assigned designee. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement. 3. PERFORMANCE SCHEDULE. 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and “Exhibit C”, it is understood that the City will suffer damage. 14 -5- 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in “Exhibit C” (the “Schedule of Performance”). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer, or assigned designee. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer, or assigned designee, in writing of the causes of the delay. The Contract Officer, or assigned designee, shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer’s judgment such delay is justified, and the Contract Officer’s determination, or assigned designee, shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule of Performance which are determined by the Contract Officer, or assigned designee, to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on January 1, 2021, and terminate on June 30, 2022 (“Initial Term”). This Agreement may be extended for two (2) additional year(s) upon mutual agreement by both parties (“Extended Term”). 4. COORDINATION OF WORK. 4.1 Representative of Contracting Party. The following principals of Contracting Party (“Principals”) are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: (a)James Joffe, President Tel No. 714-974-0397 E-mail: jim@jandhmgt.com (b)Thomas Pacelli, Vice President of Operations 15 -6- Tel No. 714-974-3097 Email: thomas@jandhmgmt.com It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Contracting Party and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The “Contract Officer”, otherwise known as the Gilbert Villalpando, Assistant to the City Manager or assigned designee may be designated in writing by the City Manager of the City. It shall be Contracting Party’s responsibility to assure that the Contract Officer, or assigned designee, is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer, or assigned designee. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer, or assigned designee. The Contract Officer, or assigned designee, shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City’s express written approval shall be null, void, and of no effect. No approved transfer shall release Contracting Party of any liability hereunder without the express consent of City. 16 -7- 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contracting Party’s employees, servants, representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (“PERS”) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contracting Party shall fully comply with the workers’ compensation laws regarding Contracting Party and Contracting Party’s employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers’ compensation laws. City shall have the right to offset against the amount of any payment due to Contracting Party under this Agreement any amount due to City from Contracting Party as a result of Contracting Party’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. 17 -8- 4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City. 5. INSURANCE. 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in “Exhibit E” (the “Insurance Requirements”) which is incorporated herein by this reference and expressly made a part hereof. 5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency along with all required endorsements. Certificate of Insurance and endorsements must be approved by Agency’s Risk Manager prior to commencement of performance. 6. INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officers, employees, agents, and volunteers as set forth in “Exhibit F” (“Indemnification”) which is incorporated herein by this reference and expressly made a part hereof. 7. RECORDS AND REPORTS. 7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer, or assigned designee, such reports concerning Contracting Party’s performance of the Services required by this Agreement as the Contract Officer, or assigned designee, shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any 18 -9- facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer, or assigned designee, of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the “Books and Records”), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer, or assigned designee, to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer, or assigned designee, shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party’s business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party’s successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the “Documents and Materials”) shall be the property of City and shall be delivered to City upon request of the Contract 19 -10- Officer, or assigned designee, or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contracting Party will be at City’s sole risk and without liability to Contracting Party, and Contracting Party’s guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom. 7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. 7.6 Release of Documents. The Documents and Materials shall not be released publicly without the prior written approval of the Contract Officer, or assigned designee, or as required by law. Contracting Party 20 -11- shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7.7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussions, or other information shall be returned to City upon the termination or expiration of this Agreement. Contracting Party’s covenant under this section shall survive the termination or expiration of this Agreement. 8. ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contracting Party covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer, or assigned designee; provided that if the default is an immediate danger to the health, safety, or general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party’s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City’s right to terminate this Agreement without cause pursuant to this Article 8.0. During 21 -12- the period of time that Contracting Party is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Contracting Party sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contracting Party in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. City’s consent or approval of any act by Contracting Party requiring City’s consent or approval shall not be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days’ written notice to Contracting Party. Upon receipt of any notice of termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer, or assigned designee . Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer, or assigned designee, thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, or 22 -13- assigned designee, except amounts held as a retention pursuant to this Agreement. 8.8 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City-owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City. 8.9 Attorneys’ Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys’ fees; provided, however, that the attorneys’ fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys’ fees shall include attorneys’ fees on any appeal, and in addition a party entitled to attorneys’ fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non-liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party’s performance of the 23 -14- Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer, or assigned designee. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10. MISCELLANEOUS PROVISIONS. 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF LA QUINTA Attention: Gilbert Villalpando, Assistant to the City Manager 78495 Calle Tampico To Contracting Party: J & H Asset Property Mgt., Inc. Attn. James Joffe, President 22880 Savi Ranch Parkway Yorba Linda, CA 92887 24 -15- La Quinta, California 92253 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, 25 -16- (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties. 10.9 No Third-Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third-party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10.10 Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 26 -17- IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation JON McMILLEN, Executive Director City of La Quinta, California Dated: CONTRACTING PARTY: By: ________________________. Name: James Joffe Title: President ATTEST: MONIKA RADEVA, City Clerk City of La Quinta, California By: Name: Thomas Pacelli Title: Vice President of Operations APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California 27 Exhibit A Page 1 Last revised summer 2017 Exhibit A Scope of Services Management services to be provided as outlined in the attached Exhibit A. 28 Page 2 - Exhibit A _______ Agent Initials _______ Owner Initials J & H ASSET PROPERTY MGT., INC. PROPERTY MANAGEMENT AGREEMENT This Agreement is made this 19th day of January 2020 by and between La Quinta Housing Authority, a public body, corporate and politic (hereinafter “Owner”) and J & H Asset Property Mgt., Inc. (hereinafter “Agent”). In consideration of the property management services to be rendered by Agent pursuant to this Agreement, Owner hereby designates Agent as the exclusive Agent and representative of the Owner for the purpose of management and operation for Owner’s account of the following described property , referred to herein as the “Property” and is defined as constituting all real property, including land and improvements and furnishing, fixtures and equipment (FF&E) thereon, owned by Owner (or the City of La Quinta, a California municipal corporation (“City”) but expressly excluding any and all “coaches” (commonly referred to as “mobile home units” or “mobile homes”) owned by any other person(s) or entity(ies) other than Owner or the City, which occupy a “lot” or are otherwise located on the real property owned by Owner or the City, at the following address: La Quinta Housing Authority Dune Palms Mobile Estates 46400 Dune Palms Road La Quinta, CA 92253 Agent and Owner agree that their respective authorities, duties and responsibilities with respect to the Property shall be as follows: I. Duties of Agent A. On assuming the management of the Property, Agent shall thoroughly inspect the Property and submit a written report to Owner. The written report shall contain the opinion of Agent concerning the present degree of efficiency under which the Property is to be operated and recommend changes, if necessary, in the management structure of the Property, in the rehabilitation of the Property, and in any other areas that will improve the efficient management of the Property. After conferring with Owner and obtaining approval to make any necessary improvements Agent will undertake completion of the improvements as authorized and directed by the Owner. B. Agent shall take all reasonably necessary actions to collect rental charges or other income when due from tenants of said Property in accordance with the terms of their tenancies and may execute all receipts of other documents reflecting receipt of said sums on behalf of Owner. All rental charges or other income shall be deposited into an authorized Owner 29 Page 3 - Exhibit A _______ Agent Initials _______ Owner Initials owned bank account as designated by the Owner and as described in Section I-J of this agreement. C. Owner hereby warrants and represents to Agent that it has the lawful and proper responsibility and authority to employ Agent as provided herein. To the extent that Agent enters into contracts or obligations which have been pre-approved by Owner in writing and are reasonably and properly incurred pursuant to the terms of this Agreement for the benefit of the Property, Owner shall indemnify, defend (with counsel of Owner’s choice), and hold harmless Agent against claims, damages, and loss resulting from the ownership of the Property by Owner and, unrelated to Agent’s management and/or other rights and obligations under this Agreement, and Owner shall pay and discharge said contracts and obligations in the event Agent shall be discharged by Owner. Owner shall further indemnify, defend (with counsel of Owner’s choice), and hold harmless Agent against damages, claims, loss, cost of expense arising out of actual or alleged defects in design or construction of the Property or in any breach or alleged breach of any legal duty or obligation which is by law the responsibility of Owner as owner of the Property and unrelated to Agent’s management and/or other rights and obligations under this Agreement. D. Agent shall do everything reasonably necessary for the proper management of the Property, including, without limitation thereto, periodic inspections, handling all tenant requests and negotiations, supervision of maintenance, arrangement for any improvements and alterations as may be required of Owner, purchasing all materials and supplies, contracting with independent contractors to supply services, and expending such sums, as Agent deems necessary to accomplish the foregoing. Agent shall obtain approval from Owner for any expenditure for repairs, improvements or work in excess of $1,000.00 for any one item, except monthly or recurring operating charges and/or emergency repairs in excess of the maximum, if in the opinion of Agent such repairs are necessary to prevent additional damage or a greater total expenditure or to protect the Property from danger to maintain services or conditions to the tenants as called for by their tenancy. The Agent shall notify the Owner promptly whenever emergency repairs have been ordered. E. Agent shall obtain approval of the Owner to negotiate leases or other uses of the Property, including leases for lots on the Property, and month-to- month tenancies with existing and prospective tenants upon terms and conditions approved by Owner. F. Agent shall have the right to hire managers and other Property employees, if any, reasonably required in the operation of the Property. The cost of onsite personnel shall not be charged against the Agent fee set forth in Section II, and Owner will reimburse Agent for all payroll 30 Page 4 - Exhibit A _______ Agent Initials _______ Owner Initials related costs and services, including any benefits offered to Property employees. Agent shall set the terms of compensation and duties of the Property’s employees based on similar industry trends. Compensation and duties shall be disclosed to the Owner on an annual basis in January of each year. All on-site personnel will be employees of WJ Professional Services. G. The employees of the park will be employees of WJ Professional Services, LLC (owned by J and H Asset Property Mgt., Inc.). a) To avoid cashflow discrepancies the monthly amounts necessary to fund Owner’s on-site operations, will be prefunded by the Owner, including, all the costs associated with the salaries, wages, workers compensation insurance, taxes, etc. paid for all on-site staff, which will be paid by Owner to WJ Professional Services, LLC, in advance after billing to Owner from WJ Agent. b)Agent shall be responsible for initial payment of all federal, state and local payroll taxes and for contributions for unemployment insurance, social security, and other benefits imposed or assessed under any provision of law or by regulation, and which are measured by salaries, wages or other remuneration paid or payable by Agent to its employees engaged in any work in connection with this Agreement or the Property. The Agent shall be responsible for the withholding and payment of any income tax required to be withheld from the wages and salaries of said employees under any applicable law or regulation. Owner will reimburse Agent for State, Federal and Local Taxes, and for contributions for unemployment insurance, social security, and other benefits imposed or assessed under any provision of law or by regulation. Owner will reimburse salaries, wages or other remuneration paid or payable by Agent to its employees, along with all Worker’s Comp Premiums associated with the employees. c) Other costs and expenses of each such person for standard employment will be borne by Agent and reimbursed by Owner. Such items may include: Medical Insurance, Retirement Plans, and payroll processing fees, including but not limited to bi-weekly, quarterly, end of the year, human resources onboarding and employment service fees. All other costs and expenses of each such person will be borne by Agent and reimbursed by Owner. Such items may include: medical insurance, retirement plans, payroll processing fees, including but not limited to bi-weekly processing fees per employee, quarterly filing fees, end of the year filing fees, garnishment fees, HR onboarding charges, including the HR trainings (sexual harassment, OSHA, and any other applicable trainings), background checks, and other unknown fees which would be discussed with owner at appropriate 31 Page 5 - Exhibit A _______ Agent Initials _______ Owner Initials time. Any costs and expenses of employment that are discretionary, such as a bonus or similar non-salary or non-rate-based cost or expense, shall be subject to prior Owner approval. H. Agent shall manage the Property in the full compliance with all the laws and regulations of the County of Riverside, the City of La Quinta, the State of California, and the United States. Agent shall advise Owner of any code or ordinance violations immediately. Agent shall defend (with counsel approved by Owner in its reasonable discretion), indemnify and hold harmless Owner from and against any loss, damage, claim, cost, charge or expense (including direct, indirect, consequential loss, damage, claim, cost, charge or expense) including reasonable attorney’s fees and other costs of litigation, incurred by Owner in connection with injury to or death of any person or damage to the Property of a third party arising out of Agent’s management and/or performance of the Agreement to the extent that such loss, damage claim cost, charge or expense is caused by the negligence, bad faith, intentional or willful misconduct of Agent or its employees or agents, or any person or entity whose negligence, bad faith, intentional or willful misconduct would be imputed to Agent. As a requirement Dune Palms Mobile Estates will be included under Agent’s blanket Employment Practices Liability Insurance/3 rd Party Policy. I. Agent must deposit all revenues from the Property into a specific property management fund of Owner, subsequently referred to as the “account”. The account must be maintained at all times in a national or state bank that is a member of the Federal Deposit Insurance Corporation. Agent must not commingle any of the revenues described above with any funds or other property of Agent. J. The Agent shall establish a specific property management trust fund of Agent, subsequently referred to as the “trust account”. The Owner shall deposit $50,000 in the trust account, Agent shall pay all items with respect to the Property for which payment is provided in this Agreement, including the compensation of Agent from the trust account. After such payments, within fifteen (15) days, but no more than twice a month, Agent shall prepare a reimbursement request for Owner to replenish said trust account. The reimbursement request shall include copies of paid invoices and checks issued, and an invoice with the total to be reimbursed to the trust account. Agent shall also provide monthly income and expense reports referred to in Section L. K. Agent shall keep and maintain full and accurate books and records of the collections and all expenditures incurred in the connection with the management and operations of the Property. The books, accounts and records are to be maintained at the principal place of business of Agent. 32 Page 6 - Exhibit A _______ Agent Initials _______ Owner Initials Agent will, during regular business hours, make the books, accounts and records required to be maintained under the terms of this agreement, available to Owner, or the representative of Owner, for examination, copying, auditing and reporting by providing a written request for documents, which shall be provided in electronic format by the Agent to the Owner. Agent understands the Owner is subject to multiple external year-round audits and reporting requirements and Owner agrees any work associated with gathering records for audits shall be reimbursement to Agent at a flat rate of $500 per audit. Agent shall establish a bank account in the name of Dune Palms Mobile Estates for the payment of all operating expenses incurred through renting, servicing, maintaining or repairing the Property and such other expenses in connection with the Property. Agent must furnish Owner, no later than the end of the next succeeding month, a detailed statement of all revenues and expenditures for each preceding month which are held in the trust account. A summary of all current and prospective rental concessions given to induce tenants to occupy the Property, as well as such other information relating to the operation and management of the Property shall be available to Owner for inspection and copying upon request. Agent is to retain, for safekeeping and storage, all original invoices, statements, purchase orders, billings and other documents delivered to Agent with respect to the Property. Agent, on payment of reasonable costs incurred, must make available to Owner, copies of all or any portion of any invoice, statement, purchase order, billing report, or other documents received from Agent with respect to the Property. L. Within 30 days after the end of each calendar year, Agent must prepare and deliver to Owner, a detailed statement of revenues received, and expenditures incurred and paid during the calendar year that results from operation of the Property. II. Duties of Owner A.Owner agrees to promptly furnish Agent with all documents and records of Property reasonably necessary in order to manage the Property, including but not limited to, leases, amendments and correspondence pertaining thereto, reports on existing service contracts, copies of all insurance policies and any required endorsements which are carried during the term of this Agreement. B. Except for Agent’s negligence, bad faith, intentional or willful misconduct in Agent’s management and/or other performance of this Agreement, Owner shall indemnify and hold Agent harmless from any and all costs, expenses, attorney's fees, suits, liabilities, damages from the ownership 33 Page 7 - Exhibit A _______ Agent Initials _______ Owner Initials of the Property unrelated to Agent’s management and/or performance and/or exercise of other rights and obligations under this Agreement.. C. Owner agrees to carry bodily injury, property damage and personal injury public liability insurance in limits of not less than $1,000,000 combined single limit coverage of $500,000 property damage insurance. Owner agrees that at all times during the continuance of this Agreement all bodily injury, property damage and personal injury, property insurance and any other coverage carried by Owner on the Property shall, by the appropriate endorsement of all policies evidencing such insurance and without cost to Agent, be extended to insure Agent (except as otherwise provided in this Agreement) as well as Owner, as follows: J & H Asset Property Mgt., Inc. is hereby named as an additional insured, except to the extent of its negligence, bad faith, intentional or willful misconduct. Further, Owner agrees to consider all reasonable recommendations of Agent with respect to insurance coverage to minimize the cost thereof and the possibility of bodily injury, property damage and loss of rental income. D. The cost of onsite personnel shall not be charged against the Agent fee set forth in Section II, and Owner will reimburse Agent for all payroll related costs and services, including any benefits offered to Property employees as referred under Duties of Agent Section 1- F. E. The employees of the park will be employees of WJ Professional Services, LLC (owned by J and H Asset Property Mgt., Inc.). As referred under Duties of Agent – Section I-G- (a, b, c) F. All on-site offices must be equipped with a working computer, printer, and secure access that meet the minimum requirements needed to run the on-line Agent and Accounting software programs. G. Owner agrees to reimburse Agent, upon reasonable demand and documentation of expenditures, to the full extent of all monies paid by Agent for Owner's Property in carrying out the purpose of this Agreement provided. The Owner will be paying all invoices until a trust account is setup and the prefunded deposit is provided from the Owner to J&H to pay vendors. Upon on a mutually agreed upon date, but no later than March 31, 2021, J&H will process all invoices and payroll and will send all items to the Owner for approval to pay from the trust account. H. In the event that any governmental agency, authority or department should order the repair, alteration or removal of any structure or matter on the Property, and if after written notice of the same to the Owner by such body or Agent or others to make such repairs, alterations or 34 Page 8 - Exhibit A _______ Agent Initials _______ Owner Initials Fiscal Year Monthly Amount Fiscal Year Amount 2020/21 2,720$ 16,320$ * 2021/22 2,720$ 32,640$ 2022/23 2,800$ 33,600$ 2023/24 2,900$ 34,800$ 117,360$ $500 Fee Per Audit 1,500$ TOTAL CONTRACT AMOUNT 118,860$ * Six months, from January - June 2021. MANAGEMENT FEE removal, Agent shall be answerable to such body for any and all penalties and fines whatsoever imposed because of such failure on Owner's part. I. Owner shall pay for its property management service a flat monthly fee as indicated in the below schedule. Partial months shall be pro-rated based on the daily average. 1. January __, 2021 through June 30, 2021 - $2,720.00 2. July 1, 2021 through June 30, 2022 - $2,720.00 3. July 1, 2022 through June 30, 2023 - $2,800.00 4. July 1, 2023 through June 30, 2024 - $2,900.00 The chart below summarizes the proposed management fees by fiscal year. J. From the trust account, Agent on behalf of the Owner shall: 1. Pay all operating expenses incurred through renting, servicing, maintaining or repairing the Property and such other expenses in connection with the Property. 2. Pay such sums to lenders as may be designated in writing on loans secured by or otherwise affecting the Property. 3. Pay real and personal property taxes and other taxes or assessments levied and assessed against the Property. 4. Pay fees for computer billing service for monthly rent statements, and, payroll processing / filing fees for project employees. 35 Page 9 - Exhibit A _______ Agent Initials _______ Owner Initials III. Miscellaneous A. Upon its adoption by all parties hereto, this Agreement shall become retroactively effective as of the ___ day of January 2021, and shall continue in full force and effect for a period of one year and six months with the possibility to extend for an additional two years through June 30, 2024 from the effective date, subject to Owner’s right to cancel this Agreement by not less than sixty (60) days advance written notice at any time during said period. B. On the voluntary sale of the Property by Owner and the delivery of the deed of conveyance for such sale, this Agreement shall automatically terminate unless otherwise agreed in writing by the parties hereto. Owner must notify Agent of the sale of the Property as soon as such sale is negotiated. C. This Agreement will terminate in the event of a total condemnation of the Property by any governmental agency other than the City as may be authorized by applicable law. If there is a partial condemnation of the Property, this Agreement may be terminated at the option of Owner. Owner will be entitled to all consequential damages awarded as a result of any eminent domain proceeding. D. Nothing in this Agreement is to be deemed to create or is to be construed as creating in Agent any property interest. in the Property. E. Agent must at all times during the term of this Agreement maintain such licenses and permits as are required for any of the various services to be performed by Agent on behalf of Owner. Agent is an independent contractor and not an employee of Owner for any purpose. F. This Agreement shall be binding upon the parties hereto. their legal representatives, heirs, trustees, and successors and permitted assigns and may not be assigned by Agent without the prior written consent of the Owner. G. The drafting, execution and delivery of this Agreement by the parties have been induced by no representations, statements, warranties, or agreements other than those expressed in it. This Agreement embodies the entire understanding of the parties, and there are no further or other agreements or understandings, written or oral, in effect between the parties relating to the subject matter of it unless expressly referred to in this Agreement. This 36 Page 10 - Exhibit A _______ Agent Initials _______ Owner Initials Agreement may not be modified unless such modification is in writing and signed by both parties to this Agreement. H. Where legal assistance is required for such matters as enforcing the collection of rents or eviction. proceedings, such action shall be made through legal counsel designated by management with the prior written consent of Owner in its reasonable discretion unless such action must commence and proceed immediately to prevent injury to any persons or the Property. With respect to other legal matters, Owner also shall be consulted and give its prior written consent as to selection of legal counsel and general legal action. Should either party bring suit to enforce any of the terms of this Agreement, the prevailing party will be entitled to recover court costs and reasonable attorneys' fees. I. Any notice required under the terms herein shall be deemed. given, if delivered in person or by e-mail delivery with confirmation of receipt by the intended recipient party, or within 15 days upon the placing of it in the United States Mail, postage prepaid, and addressed or otherwise actually delivered to the address designated below. Either party to this Agreement may change the address at which it receives written notices by so notifying the other party in writing. J. Agent is an equal opportunity non-discriminatory employer. Agent and Owner each mutually agree that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, creed, sex or national origin, or any other legally protected classification under federal, state, or local law, in leasing, transferring use occupancy, tenure or enjoyment of the Property nor practices of discrimination or segregation with reference to the selection, location number, use or occupancy of tenants. AGENT OWNER J & H ASSET PROPERTY MGT., INC. 22880 Savi Ranch Parkway Yorba Linda, CA 92887 La Quinta Housing Authority Attn. Executive Director 78495 Calle Tampico La Quinta, CA 92253 e-mail: finance@laquintaca.gov e-mail: thomas@jandhmgt.com with copy to: Rutan & Tucker, LLP Attn. William H. Ihrke, Esq. 37 Page 11 - Exhibit A _______ Agent Initials _______ Owner Initials 18575 Jamboree Road, 9th Floor Irvine, CA 92612 e-mail: bihrke@rutan.com IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY AND YEAR FIRST ABOVE WRITTEN. AGENT: J & H ASSET PROPERTY MGT., INC. By: __________________________ James Joffe, President Date: __________________________ OWNER: LA QUINTA HOUSING AUTHORITY, a public body, corporate and public By: ______________________________ Jon McMillen, Executive Director ATTEST: _______________________________ Monika Radeva, City Clerk APPROVED AS TO FORM: ______________________________ William H. Ihrke, City Attorney 38 Exhibit B Page 1 of 1 Fiscal Year Monthly Amount Fiscal Year Amount 2020/21 2,720$ 16,320$ * 2021/22 2,720$ 32,640$ 2022/23 2,800$ 33,600$ 2023/24 2,900$ 34,800$ 117,360$ $500 Fee Per Audit 1,500$ TOTAL CONTRACT AMOUNT 118,860$ * Six months, from January - June 2021. MANAGEMENT FEE Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 of this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is not to exceed One Hundred Eighteen Thousand Eight Hundred Sixty Dollars ($118,860.00) (“Contract Sum”). The Contract Sum shall be paid to Contracting Party in installment payments made on a monthly basis and in an amount identified in Contracting Party’s schedule of compensation summarized below for the work tasks performed and properly invoiced by Contracting Party in conformance with Section 2.2 of this Agreement. 39 Exhibit C Page 1 of 1 Exhibit C Schedule of Performance Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule, attached hereto and incorporated herein by this reference. 40 Exhibit D Page 1 of 1 Exhibit D Special Requirements None 41 Exhibit E Page 1 of 6 Exhibit E Insurance Requirements E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Must include the following endorsements: General Liability Additional Insured General Liability Primary and Non-contributory Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Personal Auto Declaration Page if applicable Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers’ Compensation (per statutory requirements) Must include the following endorsements: Workers Compensation with Waiver of Subrogation Workers Compensation Declaration of Sole Proprietor if applicable Contracting Party shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Contracting Party’s acts or omissions rising out of or related to Contracting Party’s performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. An endorsement evidencing the foregoing and naming the City and its officers and employees as additional insured (on the Commercial General Liability policy only) must be submitted concurrently with the execution of this Agreement and approved by City prior to commencement of the services hereunder. 42 Exhibit E Page 2 of 6 Contracting Party shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Contracting Party, its officers, any person directly or indirectly employed by Contracting Party, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contracting Party’s performance under this Agreement. If Contracting Party or Contracting Party’s employees will use personal autos in any way on this project, Contracting Party shall provide evidence of personal auto liability coverage for each such person. The term “automobile” includes, but is not limited to, a land motor vehicle, trailer or semi-trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Contracting Party’s performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contracting Party and “Covered Professional Services” as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer’s duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Contracting Party shall carry Workers’ Compensation Insurance in accordance with State Worker’s Compensation laws with employer’s liability limits no less than $1,000,000 per accident or disease. If coverage is maintained on a claims-made basis, Contracting Party shall maintain such coverage for an additional period of three (3) years following termination of the contract. Contracting Party shall provide written notice to City within ten (10) working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self-insured retention is increased. In the event any of said policies of insurance are cancelled, Contracting Party shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed 43 Exhibit E Page 3 of 6 as a limitation of Contracting Party’s obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Contracting Party fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Contracting Party to stop work under this Agreement and/or withhold any payment(s) which become due to Contracting Party hereunder until Contracting Party demonstrates compliance with the requirements hereof. c. Terminate this Agreement. Exercise any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contracting Party’s failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contracting Party may be held responsible for payments of damages to persons or property resulting from Contracting Party’s or its subcontractors’ performance of work under this Agreement. E.3 General Conditions Pertaining to Provisions of Insurance Coverage by Contracting Party. Contracting Party and City agree to the following with respect to insurance provided by Contracting Party: 1. Contracting Party agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contracting Party, or Contracting Party’s employees, or agents, from waiving the right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contracting Party and available or applicable to this Agreement are intended to apply to the 44 Exhibit E Page 4 of 6 full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contracting Party shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City’s protection without City’s prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all the coverages required and an additional insured endorsement to Contracting Party’s general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contracting Party or deducted from sums due Contracting Party, at City option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contracting Party or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to City. 9. Contracting Party agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Contracting Party, provide the same minimum insurance coverage required of Contracting Party. Contracting Party agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contracting Party agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 45 Exhibit E Page 5 of 6 10. Contracting Party agrees not to self-insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self-insure its obligations to City. If Contracting Party’s existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contracting Party, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contracting Party ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contracting Party, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Contracting Party acknowledges and agrees that any actual or alleged failure on the part of City to inform Contracting Party of non- compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 14. Contracting Party will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Contracting Party shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contracting Party’s insurance agent to this effect is acceptable. A certificate of insurance and an additional insured endorsement is required in these specifications applicable 46 Exhibit E Page 6 of 6 to the renewing or new coverage must be provided to City within five (5) days of the expiration of coverages. 16. The provisions of any workers’ compensation or similar act will not limit the obligations of Contracting Party under this agreement. Contracting Party expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 20. Contracting Party agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contracting Party for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Contracting Party agrees to provide immediate notice to City of any claim or loss against Contracting Party arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. 47 Exhibit F Page 1 of 3 Exhibit F Indemnification F.1 Indemnity for the Benefit of City. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Contracting Party’s Services, to the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against any and all claims, losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contracting Party shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contracting Party or by any individual or entity for which Contracting Party is legally liable, including but not limited to officers, agents, employees, or subcontractors of Contracting Party. c. Indemnity Provisions for Contracts Related to Construction (Limitation on Indemnity). Without affecting the rights of City under any 48 Exhibit F Page 2 of 3 provision of this agreement, Contracting Party shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City’s active negligence accounts for only a percentage of the liability involved, the obligation of Contracting Party will be for that entire portion or percentage of liability not attributable to the active negligence of City. d. Indemnification Provision for Design Professionals. 1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a) hereinabove, the following indemnification provision shall apply to a Contracting Party who constitutes a “design professional” as the term is defined in paragraph 3 below. 2. Scope of Indemnification. When the law establishes a professional standard of care for Contracting Party’s Services, to the fullest extent permitted by law, Contracting Party shall indemnify and hold harmless City and any and all of its officials, employees, and agents (“Indemnified Parties”) from and against any and all losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses, including, without limitation, incidental and consequential damages, court costs, reimbursement of attorneys’ fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. 3. Design Professional Defined. As used in this Section F.1(d), the term “design professional” shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees to obtain executed indemnity agreements with provisions 49 Exhibit F Page 3 of 3 identical to those set forth herein this Exhibit F, as applicable to the Contracting Party, from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contracting Party in the performance of this Agreement. In the event Contracting Party fails to obtain such indemnity obligations from others as required herein, Contracting Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth in this Agreement are binding on the successors, assigns or heirs of Contracting Party and shall survive the termination of this Agreement. 50