2016 01 19 HAVFL116 oil HIM
Housing Authority agendas and staff
reports are available on the City's web
site: www.la-quinta. org
HOUSING AUTHORITY
AGENDA
CITY HALL COUNCIL CHAMBERS
78-495 Calle Tampico, La Quinta, CA
REGULAR QUARTERLY MEETING
TUESDAY. JANUARY 19. 2016 AT 3:00 P.M.
CALL TO ORDER
ROLL CALL:
Authority Members: Evans, Franklin, Osborne, Radi, Chairperson Pena
VERBAL ANNOUNCEMENT— AB 23 [AUTHORITY SECRETARY]
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. Please complete a "request to speak" form and limit your comments to
three minutes. 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 GC 54954.2(b).
CONFIRMATION OF AGENDA
CLOSED SESSION
1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS PURSUANT TO GOVERNMENT
CODE SECTION 54956.8 FOR PROPERTY LOCATED AT: THE SOUTHEAST CORNER
OF WASHINGTON STREET AND HIDDEN RIVER ROAD (APNs 609-040-007, 609-
040-023, 609-040-028, AND 609-051-002)
HOUSING AUTHORITY NEGOTIATOR: FRANK J. SPEVACEK, EXECUTIVE DIRECTOR
NEGOTIATING PARTIES: URBAN HOUSING COMMUNITIES
UNDER NEGOTIATION: PRICE AND TERMS OF PAYMENT
HOUSING AUTHORITY AGENDA
JANUARY 19, 2016
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. Please complete a "request to speak" form and limit your comments to
three minutes. 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 GC 54954.2(b).
ANNOUNCEMENTS. PRESENTATIONS. AND WRITTEN COMMUNICATIONS - NONE
CONSENT CALENDAR
NOTE: Consent Calendar items are routine in nature and can be approved by one motion.
1. APPROVE MINUTES OF DECEMBER 1, 2015
2. APPROVE AN AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
WITH TALL MAN GROUP, INC. TO EXTEND THE TERM AND ADD
PROJECT MANAGEMENT SERVICES RELATED TO THE WASHINGTON
STREET APARTMENTS REHABILITATION PROJECT
BUSINESS SESSION
1. SELECT THE HOUSING AUTHORITY CHAIRPERSON AND VICE
CHAIRPERSON FOR 2016
STUDY SESSION - NONE
PUBLIC HEARINGS - NONE
DEPARTMENTAL REPORTS - NONE
CHAIR AND BOARD MEMBERS' ITEMS - NONE
REPORTS AND INFORMATIONAL ITEMS - NONE
ADJOURNMENT
The next regular quarterly meeting of the Housing Authority will be held on April 19,
2016 at 4:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA
92253.
DECLARATION OF POSTING
I, Susan Maysels, 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 78-495 Calle Tampico and on the
HOUSING AUTHORITY AGENDA 2
JANUARY 19, 2016
bulletin boards at 51-321 Avenida Bermudas and 78-630 Highway 111, on January 15,
2016.
DATED: January 15, 2016
SUSAN MAYSELS, 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 777-7103,
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 777-7103. 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 78-495 Calle Tampico, La Quinta, California, 92253,
during normal business hours.
HOUSING AUTHORITY AGENDA
JANUARY 19, 2016
CONSENT
HOUSING AUTHORITY
MINUTES
TUESDAY, DECEMBER 1, 2015
A special meeting of the La Quinta Housing Authority was called to order at 6:25 p.m.
by Chairperson Pena.
PRESENT: Authority Members Evans, Franklin, Osborne, Radi, Chair Pena.
ABSENT: None.
VERBAL ANNOUNCEMENT - AB 23 was made by the Authority Secretary
PUBLIC COMMENT ON MATTERS NOT ON THE AGENDA - None
CONFIRMATION OF AGENDA - Confirmed
CLOSED SESSION - None
CONSENT CALENDAR
1. APPROVE MINUTES OF NOVEMBER 17, 2015
MOTION - A motion was made and seconded by Authority Members Radi/Franklin to
approve the Consent Calendar as recommended. Motion passed unanimously.
BUSINESS SESSION
1. ADOPT RESOLUTION TRANSFERRING AND ACCEPTING PROPERTY WITH THE
CITY OF LA QUINTA [RESOLUTION HA 2015-0021
Councilmember Pena recused himself and left the dais due to this project's
proximity to his property.
MOTION - A motion was made and seconded by Authority Members Osborne/Franklin
to adopt Resolution No. HA 2015-0002 transferring and accepting property with the
City of La Quinta as recommended. Motion passed: ayes 4, noes 0, absent 1 (Pena).
Councilmember Pena returned to the dais for the remainder of the meeting.
PUBLIC HEARINGS - None
ADJOURNMENT
There being no further business, it was moved and seconded by Authority Members
Franklin/Radi to adjourn at 6:27 p.m. Motion passed unanimously.
Respectfully submitted,
SUSAN MAYSELS, Authority Secretary
La Quinta Housing Authority
HOUSING AUTHORITY MINUTES 1 DECEMBER 1, 2015
CONSENT CALENDAR ITEM NO.
City of La Quinta
HOUSING AUTHORITY MEETING: JANUARY 19, 2016
STAFF REPORT
AGENDA TITLE: APPROVE AN AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
WITH TALL MAN GROUP, INC. TO EXTEND THE TERM AND ADD PROJECT MANAGEMENT
SERVICES RELATED TO THE WASHINGTON STREET APARTMENTS REHABILITATION PROJECT
RECOMMEDATION
Approve an amendment to Professional Services Agreement with Tall Man Group, Inc. to
extend the term and add project management services related to the Washington Street
Apartments Rehabilitation Project; and authorize the Executive Director to execute the
Agreement.
EXECUTIVE SUMMARY
The Washington Street Apartments (WSA) and an adjoining vacant parcel were
purchased in 2008 and 2007, respectively, by the former Redevelopment Agency
(RDA) for the purpose of improving and rehabilitating the property.
The project was suspended in February 2012 when the RDA was dissolved,
restarted in the summer of 2012, and then suspended again in 2013 when the
Department of Finance (DOF) would not approve using 2011 housing bond
proceeds.
New funding, from the Coral Mountains Apartments (cost savings) combined with
tax credits, now allows this project to move forward.
Tall Man Group, Inc. (TMG) currently provides project management services for the
Washington Street Apartment Rehabilitation project.
TMG's agreement does not provide for management services and oversight for
Phase II of the project; this amendment will incorporate these additional services.
FISCAL IMPACT
This amendment does not change the $785,200 contract cost of the 2012 agreement.
2004 housing bond proceeds fund this cost and this contract has been listed on the
Recognized Obligation Payment Schedule approved by the Successor Agency, Oversight
Board, and the DOF.
BACKGROUND/ANALYSIS
The Housing Authority (Authority) approved the Professional Services Agreement (PSA) for
TMG in the summer of 2012, with the intention to rehabilitate the existing WSA units,
construct 24 new units, and build a community center. Shortly thereafter the project was
suspended due to the DOF not allowing the use of 2011 housing bond proceeds.
Coral Mountain Apartments is converting to permanent financing and the final cost
accounting has identified roughly six million dollars in cost savings. The Authority has
authorized the use of these cost savings for the WSA project, which combined with $2.5
million of the 2004 housing bonds and nine percent tax credits, will fund both the
rehabilitation and new development activities. Per prior Authority direction, staff is
working with the Coachella Valley Housing Coalition (CVHC) to prepare an Affordable
Housing Agreement; CVHC will assume ownership, secure the tax credits and manage the
construction and rehabilitation activities. The existing WSA residents will need to
temporarily relocate while their units are rehabilitated. The Authority will oversee the
relocation process to insure that the residents' needs are accommodated. TMC will also
manage this process for the Authority; Jon Mc Millen of TMC provided this service to the
former RDA for the Vista Dunes development as well and the Dune Palms Road property
acquisitions.
On October 20, 2015, the Authority approved amendments to PSAs with the project's
design team - The Altum Group, Inc., RGA Landscape Architects, Inc., and Studio E
Architects. The amendments included additional services and extended the terms. The
proposed TMG agreement amendment updates the scope of services and extends the
term to also be consistent with current project direction.
ALTERNATIVES
The Authority could elect to delay, modify, or reject the extension of the PSA and direct
staff accordingly.
Prepared by: Carla Triplett, Housing Coordinator
Approved by: Edie Hylton, Deputy City Manager
Attachments: 1. PSA, Amendment No. 1
2. Original PSA dated July 9, 2012
ATTACHMENT 1
AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
WITH THE TALL MAN GROUP, INC.
This Amendment No. 1 to Professional Services Agreement with Tall Man Group,
Inc. ("Amendment No. 1") is made and entered into as of the 19th day of January,
2016 ("Effective Date") by and between the La Quinta Housing Authority ("Authority"),
a public body, corporate and politic, and Tall Man Group ("Consultant").
RECITALS
WHEREAS, on or about July 09, 2012, the Authority and Consultant entered into
a Professional Services Agreement to provide project management services related to
Washington Street Apartments Rehabilitation Project for the Authority. The term of
the Agreement expires on December 31, 2015; and
WHEREAS, changes are indicated to the Term, Scope of Services, and Schedule
of Performance in the Professional Services Agreement; and
WHEREAS, the Authority is utilizing Consultant for Project Management
Services;
NOW THEREFORE, in consideration of the mutual covenant herein contained,
the parties agree as follows:
AMENDMENT
In consideration of the foregoing Recitals and the covenants and promises
hereinafter contained, and for good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto agree as follows:
1. Section 1.1 Scope of Services is amended to read as follows: In compliance
with all terms and conditions of this Agreement, Consultant shall provide those
services related to Washington Street Apartments Rehabilitation Project, as
specified in the original scope of services dated July 9, 2012 and supplemented
with additional Scope of Services attached hereto as Exhibit "A" and
incorporated herein by this reference (the "services" or "work"). Consultant
warrants that all services will be performed in a competent, professional and
satisfactory manner in accordance with the standards prevalent in the industry
for such services.
2. Section 3.2 Schedule of Performance is amended to read as follows: All services
rendered pursuant to this agreement shall be performed as specified in the
original Schedule of Performance dated July 9, 2012 and supplemented with
additional schedule of performance attached hereto as 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.
Rev.2-5-14
3. Section 3.4 Term is amended to read as follows: The term of this agreement
shall commence on December 31, 2015 and terminate on December 31, 2019
("initial term"), unless terminated earlier in accordance with Section 8.7 or 8.8.
This agreement may be extended for one additional year upon mutual
agreement by both parties ("extended term").
4. Exhibit A - Scope of Services, is amended as attached in Exhibit A
5. Exhibit C - Schedule of Performance, is amended as attached in Exhibit C
In all other respects, the Original Agreement shall remain in effect.
IN WITNESS WHEREOF, the Authority and Consultant have executed this
Amendment No. 1 to the Professional Services Agreement on the respective dates set
forth below.
LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic
Dated:
Frank J. Spevacek, EXECUTIVE DIRECTOR
ATTEST:
Susan Maysels, HOUSING AUTHORITY SECRETARY
APPROVED AS TO FORM:
William H. Ihrke, HOUSING AUTHORITY COUNSEL
CONSULTANT: Tall Man Group, Inc.
By:
Name:
Title:
Rev.2-5-14
Exhibit A
Scope of Services
Tall Man Group's Work Program to complete construction documents, entitlement, bid
preparation, resident relocation, construction management, and final disposition
activities pertaining to a two -phased, affordable housing senior development located
at the corner of Washington Street and Hidden River Road in the City of La Quinta. The
La Quinta Housing Authority owns the 72-unit apartment complex ("Apartments")
that is in need of substantial rehabilitation and an adjoining vacant parcel; further the
two sites can accommodate 68 new multi -family dwellings ("New Dwellings") and a
community building. In order to substantially rehabilitate the Apartments, New
Dwellings must first be constructed so that the very -low income residents of the
Apartments may be temporarily relocated to the New Dwellings. The New Dwellings
combined with the rehabilitated Apartments will preserve and expand the
community's affordable housing inventory.
Per the following Work Program, Tall Man Group ("TMG") will assume full oversight of
this endeavor, working as an independent third party contractor. In this capacity, the
TMG Project Team will:
Manage the design and engineering services to finalize construction plans and
specifications.
Prepare cost estimates and construction schedules during the design process.
Meet with the Housing Authority's Washington Street Apartment Project Team
to review design details, cost estimates and timelines, and monitor
construction and rehabilitation activities.
Meet with Rural Development ("RD") to review project details and process
necessary applications and gain approvals.
Define future disposition, locate and secure funding sources.
Prepare and implement a temporary relocation plan.
Process and secure entitlements including RD.
Apply for and attempt to secure Low Income Housing Investment Tax Credits.
Finalize construction documents and manage bid process.
Provide owners representation and construction oversight services for
rehabilitation and new construction.
Facilitate temporary relocation of all existing apartment residents.
Coordinate and manage the final disposition of the property.
WORK PROGRAM
As part of its continued effort to increase and improve the community's supply of
affordable housing, the Authority purchased the Apartments which feature RD
financing and operating covenants. Per the RD operating covenants, the Apartments
must be affordable to extremely low and very low income senior, and disabled adult
households. The Apartments were constructed in 1980 and need substantial
rehabilitation to address health, safety, and performance issues, and to extend their
lifecycle. The site included vacant land that may accommodate the New Dwellings
Rev.2-5-14
and a community building. The New Dwellings will facilitate the temporary relocation
of residents during a three phased rehabilitation of the Apartments.
This work program was prepared through consultation with engineers, designers, and
RD, and relied on our extensive knowledge of the site and buildings as experienced
during the property acquisition and initial design development phase.
BUILDING AND SITE IMPROVEMENT PLANS
Site and building surveys combined with review of the existing building
inspection reports indicated several safety and deferred maintenance items that have
been addressed through design development and early entitlement phase of plans.
The identified deficiencies include existing site accessibility, dry rot and termite
damage, roofing, inefficient and failing windows, electrical and plumbing fixtures,
appliances, HVAC and water heating systems, cabinetry, counters, and floor coverings.
Plans have been developed to address rehabilitation of existing units and site in
combination with adjacent new construction. Landscape plans have been developed
to improve site accessibility, reduce existing paved surface area, and enhance outdoor
community space. Durability, energy and water efficiency, and indoor air quality are
guiding principles followed during the design process. (Designing and engineering
these improvements required architecture and engineering services.) TMG will
continue to assist and/or manage the required professionals.
Completing construction drawings and specifications and securing approval will
require various architecture and engineering services being contracted by the
Authority and assisted and/or managed by TMG. Additional consultants and testing
services along with associated costs is included in the Anticipated Costs section of this
Scope of Services. For contracts over $5,000, TMG will obtain a minimum of 3 bids.
They will be evaluated based upon their work program, qualifications, local experience
and presence, references, and fee. The selection committee will be the TMG Project
Team.
Once retained, TMG would then work with these firms ("Design Team") to generate
construction drawings and specifications and bid documents. During the construction
documents phase we would meet with Housing Authority staff to review the
rehabilitation options, and their associated cost and schedule. A new sewer
alignment and associated easements with adjoining property owners' needs to be
negotiated and finalized as it was not completed prior to the project being suspended.
The Design Team would then, in conjunction with staff, process the plans through RD
(RD will, at a minimum, require preliminary and final approval from RD's Architect,
approval for changes to property lines and unit counts, approval of financing and any
changes of ownership. These approvals must occur at both the local and National
Offices.) and obtain final RD approval, as well as approval from the City's various
reviewing boards and commissions, where applicable.
Rev.2-5-14
LOW- AND MODERATE- INCOME TAX CREDIT FINANCING
TMG's initial review of available financing indicates that the rehabilitation and
development activities qualify for 9% Low and Moderate Income Tax Credit Financing
("Tax Credits"). TMG would work with Coachella Valley Housing Coalition ("CVHC") to
complete a tax credit application.
TENANT INTERVIEWS AND TEMPORARY RELOCATION
In conjunction with the site and building evaluation, TMG will conduct interviews with
the residents to determine specific needs that they might have during the anticipated
120-day temporary relocation plan and refining a budget. Prior to unit rehabilitation
TMG will coordinate and assist with moving 73residents and onsite management to
new units and back again. Additionally, TMG will coordinate and secure necessary
approvals with RD in order to preserve the existing rental subsidies.
OWNERS REPRESENTATION AND CONSTRUCTION OVERSIGHT
TMG will provide budgeting, construction estimates and manage the bidding process
of up to three phases of rehabilitation and construction plans. Upon award of the
construction contracts, TMG will insure contractor has produced and is in compliance
with all contract requirements as identified within bid documents, associated
agreements. Prior to mobilization, TMG will conduct a pre -construction meeting, and
will review, develop and coordinate proposed project methods and scheduling.
Once the contractor is mobilized, we will serve as the owners representation
overseeing the contractor's work, coordinating with the property manager and
tenants, processing payment requests, conducting employee and resident interviews,
addressing construction document interpretation issues, processing and monitoring
change orders, maintaining and preparing required RD documentation, ensuring that
the improvements are built in accordance with the plans and specifications, monitor
prevailing wage requirements, and process closeout requirements. In addition, TMG
will retain specific consultants and testing firms to complete course of construction
services and include their costs as part of this work program.
FINAL DISPOSITION
TMG will work with the Authority's Project Team and RD to identify disposition options
the Authority may consider once the new construction and substantial rehabilitation is
complete. RD is a critical player in this decision since they must accept and approve
any ownership change. Discussions with RD Staff indicate that as new entities are
added to the current Authority ownership, the process may require up to 12 months to
process. If the Authority elected to transfer the completed project to another entity,
that process could take up to 24 months to complete.
PROJECT TEAM
I would serve as the Project Manager for this engagement overseeing and managing
the entire team and their responsibilities. Brandon Fender would oversee and perform
completion of construction drawings and specifications, required RD applications,
easement negotiations, assembly of bid documents, and housing authority
representation. An additional member of the TMG team would be responsible for
temporary resident relocation.
Rev.2-5-14
ANTICIPATED COST
TMG proposes to provide the services listed in the Work Program on a time and
material basis for a fee not to exceed $785,200. This fee includes the costs of sub -
consultants and testing services as detailed below.
Tall Man Group Inc. ("TMG")
Entitlement Phase $ 100,000
Relocation Services 145,000
Owner Representation/ Construction Oversight 343,200
Sub Consultants
Program Development 30,000
Construction Document Phase 75,000
Final Disposition Phase 35,000
Total TMG $ 728,200
Soils Report and Testing 32,000
Acoustical Consultant 10,000
Waterproofing Consultant 7,000
Solar Consultant 8,000
Total Sub Consultants 57,000
Sub Total
785,200
TMG services would be charged on a time and material basis per the hourly rate schedule
detailed in Exhibit B. The sub -consultant cost would be charged at their direct cost without
an overhead or invoice processing surcharge.
Rev.2-5-14
Exhibit C
Schedule of Performance
Consultant shall complete all services identified in the Scope of Services. It is anticipated the
project will be completed by July 31, 2019; however, the schedule may be delayed due to
unforeseen circumstances related to the USDA -Rural Development, or Tax Credit Awards.
Therefore, the Agreement term includes an option for a one year extension.
Rev.2-5-14
ATTACHMENT Z
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and
entered into by and between the LA QUINTA HOUSING AUTHORITY, ("Housing
Authority"), a public body, corporate and politic, and Tall Man Group ("Consultant"). The
parties hereto agree as follows:
1.0 SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all terms and conditions of this
Agreement, Consultant shall provide those services related to Washington Street
Apartments Rehabilitation Project, as specified in the "Scope of Services' attached hereto
as Exhibit "A" and incorporated herein by this reference (the "services" or "work").
Consultant warrants that all services will be performed in a competent, professional and
satisfactory manner in accordance with the standards prevalent in the industry for such
services.
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
Housing Authority and any Federal, State or local governmental agency of competent
jurisdiction.
1.3 Licenses Permits, Fees and Assessments. Except as otherwise specified
herein, Consultant 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. Consultant 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 the performance of the services required by this Agreement.
1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that
(a} it has thoroughly investigated and considered the work to be performed, (b) it has
investigated the site of the work and fully acquainted itself with the conditions there
existing, (c) it has carefully considered how the work should be performed, and (d) it fully
understands the facilities, difficulties and restrictions attending performance of the work
under this Agreement. Should Consultant discover any latent or unknown conditions
materially differing from those inherent in the work or as represented by Housing
Authority, Consultant shall immediately inform Housing Authority of such fact and shall not
proceed except at Consultant's risk until written instructions are received from the
Contract Officer (as defined in Section 4.2 hereof).
1.5 Care of Work and Standard of Work.
a. Care of Work. Consultant shall adopt reasonable methods during the life
of the Agreement to furnish continuous protection to the work performed by Consultant,
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 work by Housing Authority, except such losses or damages as may be
caused by Housing Authority's own negligence. The performance of services by
Consultant shall not relieve Consultant from any obligation to correct any incomplete,
inaccurate or defective work at no further cost to Housing Authority, when such
inaccuracies are due to the negligence of Consultant.
b. Standard of Work. Consultant acknowledges and understands that the
services and work contracted for under this Agreement require specialized skills and
abilities and that, consistent with this understanding, Consultant's services and work will
be held to a heightened standard of quality and workmanship. Consistent with Section 1.4
hereinabove, Consultant represents to Housing Authority that it holds the necessary skills
and abilities to satisfy the heightened standard of work as set forth in this Agreement.
1.6 Additional Services. In accordance with the terms and conditions of this
Agreement, Consultant shall perform services in addition to those specified in the Scope of
Services ("Additional Services") when directed to do so by the Contract Officer.
Consultant shall not perform any Additional Services until receiving prior written
authorization from the Contract Officer. It is specifically understood and agreed that oral
requests and/or approvals of Additional Services shall be barred and are unenforeceable.
Failure of Consultant to secure the Contract Manager's written authorization for Additional
Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or
time due, whether by way of compensation, restitution, quantum meruit, etc. for
Additional Services provided without the appropriate authorization from the Contract
Manager. Compensation for properly authorized Additional Services shall be made in
accordance with Section 2.2 of this Agreement.
1.7 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"). 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.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of
Compensation") in a total amount not to exceed Seven hundred eight five thousand, two
hundred Dollars ($785,200) (the "Contract Sum"), except as provided in Section 1.6. The
method of compensation is set forth in the Schedule of Compensation. 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. Consultant's overall compensation shall not
exceed the Contract Sum, except as provided in Section 1.6 of this Agreement,
"Additional Services." In addition, the rate of compensation shall not exceed the amounts
0A
authorized for the Washington Street Apartments Rehabilitation Project in the approved
Recognized Obligation Payment Schedule.
2.2 Compensation for Additional Services. Additional services approved in advance
by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services,"
shall be paid for in an amount agreed to in writing by both Housing Authority and
Consultant in advance of the Additional Services being rendered by Consultant. Any
compensation for Additional Services amounting to five percent (5°%) or less of the
Contract Sum may be approved by the Contract Officer. Any greater amount of
compensation for additional services must be approved by the La Quinta Housing
Authority. Under no circumstances shall Consultant receive compensation for any
Additional Services unless prior written approval for the Additional Services is obtained
from the Contract Officer pursuant to Section 1.6 of this Agreement.
2.3 Method of Billing. Any month in which Consultant wishes to receive payment,
Consultant shall submit to Housing Authority no later than the tenth (10th) working day of
such month, in the form approved by Housing Authority's Finance Director, an invoice for
services rendered prior to the date of the invoice. Such invoice shall ( 1) describe in detail
the services provided, including. time and materials, and (2) specify each staff member who
has provided services and the number of hours assigned to each such staff member. Such
invoice shall contain a certification by a principal member of Consultant specifying that the
payment requested is for work performed in accordance with the terms of this Agreement.
Housing Authority will pay Consultant for all expenses stated thereon which are approved
by Housing Authority pursuant to this Agreement no later than thirty (30) days after
invoices are received by the Housing Authority's Finance Department.
3.0 PERFORMANCE SCHEDULE
3.1 Time of Essence. Time is of the essence in the performance of this Agreement.
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.
3.3 Force Mature. 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 Consultant, 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 Housing Authority, and
unusually severe weather, if Consultant shall within ten (10) days of the commencement
of such delay notify the Contract Officer in writing of the causes of the delay. The
Contract Officer 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 his or her
3
judgment such delay is justified, and the Contract Officer's determination shall be final and
conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance
which are determined by the Contract Officer to be justified pursuant -to this Section shall
not entitle the Consultant to additional compensation in excess of the Contract Sum.
3.4 Term. The term of this agreement shall commence on July 9, 2012 and
terminate on December 31, 2015 (initial term), unless terminated earlier in accordance
with Section 8.7 or 8.8. This agreement may be extended for one additional year(s) upon
mutual agreement by both parties (extended term).
4.0 COORDINATION OF WORK
4.1 Representative of Consultant. The following principals of Consultant are hereby
designated as being the principals and representatives of Consultant authorized to act in its
behalf with respect to the work specified herein and make all decisions in connection
therewith:
a. Jon McMillen, Principal
It is . expressly understood that the experience, knowledge, capability, and
reputation of the foregoing principals were a substantial inducement for Housing Authority
to enter into this Agreement. Therefore, the foregoing principals shall be responsible
during the term of this Agreement for directing all activities of Consultant and devoting
sufficient time to personally supervise the services hereunder.
The foregoing principals may not be changed by Consultant and no other
personnel may be assigned to perform the service required hereunder without the express
written approval of Housing Authority.
4.2 Contract Officer. The Contract Officer shall be Frank J. Spevacek, Housing
Authority Executive Director or such other person as may be designated by the Executive
Director of Housing Authority. It shall be Consultant's responsibility to assure that the
Contract Officer is kept informed of the progress of the performance of the services and
Consultant shall refer any. decisions, which must be made by Housing Authority to the
Contract Officer. Unless otherwise specified herein, any approval of Housing Authority
required hereunder shall mean the approval of the Contract Officer.
4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge,
capability and reputation of Consultant, its principals and employees were a substantial
inducement for Housing Authority to enter into this Agreement. Except as set forth in this
Agreement, Consultant shall not contract with any other entity to perform in whole or in
part the services required hereunder without the express written approval of Housing
Authority. In addition, neither this Agreement nor any interest herein may be assigned or
transferred, voluntarily or by operation of law, without the prior written approval of
Housing Authority.
4.4 Independent Contractor. Neither Housing Authority nor any of its employees
shall have any control over the manner, mode or means by which Consultant, its agents or
4
employees, perform the services required herein, except as otherwise set forth. Consultant
shall perform all services required herein as an independent contractor of Housing Authority
and shall remain at all times as to Housing Authority a wholly independent contractor with
only such obligations as are consistent with that role. Consultant shall not at any time or
in any manner represent that it or any of its agents or employees are agents or employees
of Housing Authority.
4.5 Housing Authority Coo eration. Housing Authority shall provide Consultant
with any plans, publications, reports, statistics, records or other data or information
pertinent to services to be performed hereunder which are reasonably available to
Consultant only from or through action by Housing Authority.
5.0 INSURANCE
5.1 Insurance. Prior to the beginning of and throughout the duration of the Work
performed under this Agreement, Consultant 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 Consultant's acts or omissions rising out of or related to Consultant'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 Consultant's
performance hereunder and neither Housing Authority nor its insurers shall be required to
contribute to any such loss. A certificate evidencing the foregoing and naming Housing
Authority and its officers and employees as additional insured (on the Commercial General
Liability policy only) shall be delivered to and approved by Housing Authority prior to
commencement of the services hereunder.
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)
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
5
Consultant 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 Consultant, its officers, any person directly or indirectly employed.by
Consultant, any subcontractor or agent, or anyone for whose acts any of them may be
liable, arising directly or indirectly out of or related to Consultant's performance under this
Agreement. If Consultant or Consultant's employees will use personal autos in any way on
this project, Consultant 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 Consultant's performance hereunder and neither Housing Authority
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 consultant 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.
Consultant 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.
All insurance required by this Section shall be kept in effect during the term of
this Agreement and shall not be cancelable without written notice to Housing Authority of
proposed cancellation. The procuring of such insurance or the delivery of policies or
certificates evidencing the same shall not be construed as a limitation of Consultant's
obligation to indemnify Housing Authority, its officers, employees, contractors,
subcontractors, or agents.
5.2 Remedies. In addition to any other remedies Housing Authority may have if
Consultant fails to provide or maintain any insurance policies or policy endorsements to the
extent and within the time herein required, Housing Authority 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 Consultant to stop work under this Agreement and/or withhold any
payments) which become due to Consultant hereunder until Consultant demonstrates
compliance with the requirements hereof.
C. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any other
remedies Housing Authority may have. The above remedies are not the exclusive remedies
A
for Consultant'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
Consultant may be held responsible for payments of damages to persons or property
resulting from Consultant's or its subcontractors' performance of work under this
Agreement.
5.3 General Conditions pertaining to provisions of insurance coverage by Consultant.
Consultant and Housing Authority agree to the following with respect to insurance
provided by Consultant:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds Housing Authority, its
officials, employees and agents, using standard ISO endorsement No. CG 2010 with an
edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors
to do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against Housing
Authority 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 Contractor and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the Housing
Authority 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 Housing Authority 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. Ail coverage types and limits required are subject to approval,
modification and additional requirements by the Housing Authority, as the need arises.
Consultant shall not make any reductions in scope of coverage (e.g• elimination of
contractual liability or reduction of discovery period) that may affect Housing Authority's
protection without Housing Authority's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to Housing Authority
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, Housing Authority has the right, but not the duty, to
obtain any insurance it deems necessary to protect its interests under this or any other
7
agreement and to pay the premium. Any premium so paid by Housing Authority shall be
charged to and promptly paid by Consultant or deducted from sums due Consultant, at
Housing Authority option.
8. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant 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 Housing Authority.
9. Consultant agrees to ensure that subcontractors, and any other party
involved with the project that is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant 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. Consultant
agrees that upon request, all agreements with subcontractors and others engaged in the
project will be submitted to Housing Authority for review.
10. Consultant 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 Housing Authority. If Consultant's existing coverage includes a
deductible or self -insured retention, the deductible or self -insured retention must be
declared to the Housing Authority. At that time the Housing Authority shall review options
with the Consultant, which may include reduction or elimination of the deductible or self -
insured retention, substitution of other coverage, or other solutions.
11. The Housing Authority reserves the right at any time during the term of
the contract to change the amounts and types of insurance required by giving the
Consultant ninety (90) days advance written notice of such change. If such change results
in substantial additional cost to the Consultant, the Housing Authority will negotiate
additional compensation proportional to the increased benefit to Housing Authority.
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. Consultant acknowledges and agrees that any actual or alleged failure on
the part of Housing Authority to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on Housing Authority nor does it
waive any rights hereunder in this or any other regard.
14. Consultant will renew the required coverage annually as long as Housing
Authority, or its employees or agents face an exposure from operations of any type
pursuant to this agreement. This obligation applies whether or not the agreement is
canceled or terminated for any reason. Termination of this obligation is not effective until
Housing Authority executes a written statement to that effect.
N.
15. Consultant 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 Consultant's
insurance agent to this effect is acceptable. A certificate of insurance and/or additional
insured endorsement as required in these specifications applicable to the renewing or new
coverage must be provided to Housing Authority 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 Consultant under this agreement. Consultant expressly agrees not to
use any statutory immunity defenses under such laws with respect to Housing Authority,
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 Section 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 Section.
20. Consultant 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 Housing
Authority or Consultant for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to Housing Authority. It
is not the intent of Housing Authority to reimburse any third party for the cost of
complying with these requirements. There shall be no recourse against Housing Authority
for payment of premiums or other amounts with respect thereto.
21. Consultant agrees to provide immediate notice to Housing Authority of any
claim or loss against Consultant arising out of the work performed under this agreement.
Housing Authority 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 Housing Authority.
6.0 INDEMNIFICATION.
6.1 General Indemnification Provision.
a. Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by
9
law, Consultant shall indemnify, protect, defend and hold harmless Housing Authority 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 Consultant or
subconsultants), 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 cause in whole or
in part by any negligent or wrongful act, error or omission of Consultant, its officers,
agents, employees or subconsultants for any entity or individual that Consultant shall bear
the legal liability thereof) in the performance of professional services under this agreement.
With respect to the design of public improvements, the Consultant 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 Consultant.
b. Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless Housing Authority, and any and all of its
employees, officials and agents 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 Consultant or by any individual or entity for which Consultant is legally
liable, including but not limited to officers, agents, employees or subconsultants of
Consultant.
6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth herein this section from
each and every subconsultant or any other person or entity involved by, for, with or on
behalf of Consultant in the performance of this agreement. In the event Consultant fails to
obtain such indemnity obligations from others as required herein, Consultant agrees to be
fully responsible according to the terms of this section. Failure of Housing Authority to
monitor compliance with these requirements imposes no additional obligations on Housing
Authority and will in no way act as a waiver of any rights hereunder. This obligation to
indemnify and defend Housing Authority as set forth herein is binding on the successors,
assigns or heirs of Consultant and shall survive the termination of this agreement or this
section.
a. Indemnity Provisions for Contracts Related to Construction. Without
affecting the rights of Housing Authority under any provision of this agreement, Consultant
shall not be required to indemnify and hold harmless Housing Authority for liability
attributable to the active, neg Ii gence of Housing Authority, provided such active negligence
is determined by agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where Housing Authority is shown to have been actively
negligent and where Housing Authority's active negligence accounts for only a percentage
10
of the liability involved, the obligation of Consultant will be for that entire portion or
percentage of liability not attributable to the active negligence of Housing Authority.
b. Indemnification Provision for Design Professionals.
1. Applicability of Section_ 6.2(b). Notwithstanding Section 6.2(a)
hereinabove, the following indemnification provision - shall apply to Consultants who
constitute "design professionals" as the term is defined in paragraph 3 below.
2. Scope of Indemnification. To the fullest extent permitted by law,
Consultant shall indemnify, defend, and hold harmless Housing Authority and Housing
Authority's agents, officers, officials, employees, representatives, and departments
("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 Consultant or subconsultants), 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, that arise
out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence,
recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or
indirectly employed by them or anyone that they control.
3. Design Professional Defined. As used in this Section 6.2(b), 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.
7.0 RECORDS AND REPORTS.
7.1 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning Consultant's performance of the services required by this
Agreement as the Contract Officer shall require.
7.2 Records. Consultant shall keep such books and records as shall be necessary
to perform the services required by this Agreement and enable the Contract Officer to
evaluate the cost and the performance of such services. Books and records pertaining to
costs shall be kept and prepared in accordance with generally accepted accounting
principals. The Contract Officer shall have full and free access to such books and records
at all reasonable times, including the right to inspect, copy, audit, and make records and
transcripts from such records.
7.3 Ownership of Documents. Originals of all drawings, specifications, reports,
records, documents and other materials, whether in hard copy or electronic form, which
are prepared by Consultant, its employees, subcontractors and agents in the performance
of this Agreement, shall be the property of Housing Authority and shall be delivered to
Housing Authority upon termination of this Agreement or upon the earlier request of the
Contract Officer, and Consultant shall have no claim for further employment or additional
compensation as a result of the exercise by Housing Authority of its full rights of
11
ownership of the documents and materials hereunder. Consultant shall cause all
subcontractors to assign to Housing Authority any documents or materials prepared by
them, and in the event Consultant fails to secure such assignment, Consultant shall
indemnify Housing Authority for all damages suffered thereby.
In the event Housing Authority or any person, firm or corporation authorized by
Housing Authority reuses said documents and materials without written verification or
adaptation by Consultant for the specific purpose intended and causes to be made or
makes any changes or alterations in said documents and materials, Housing Authority
hereby releases, discharges, and exonerates Consultant from liability resulting from said
change. The provisions of this clause shall survive the completion of this Contract and
shall thereafter remain in full force and effect.
7.4 Release of Documents. The drawings, specifications, reports, records,
documents and other materials prepared by Consultant in the performance of services
under this Agreement shall not be released publicly without the prior written approval of
the Contract Officer or as required by law. Consultant shall not disclose to any other
entity or person any information regarding the activities of Housing Authority, except as
required by law or as authorized by Housing Authority.
8.0 ENFORCEMENT OF AGREEMENT.
8.1 California Law. This Agreement shall be construed and interpreted 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
Consultant 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; provided
that if the default is an immediate danger to the health, safety and general welfare,
Housing Authority may take such immediate action as Housing Authority 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 Housing Authority's right to terminate this
Agreement without cause pursuant to Section 8.7.
8.3 Retention of Funds. Housing Authority may withhold from any monies payable
to Consultant sufficient funds to compensate Housing Authority for any losses, costs,
liabilities, or damages it reasonably believes were suffered by Housing Authority due to the
default of Consultant in the performance of the services required by this Agreement.
12
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. Housing Authority's consent or approval of any act by Consultant requiring
Housing Authority's consent or approval shall not be deemed to waive or render
unnecessary Housing Authority's consent to or approval of any subsequent act of
Consultant. 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
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 8.8
for termination for cause. Housing Authority reserves the right to terminate this
Agreement at any time, with or without cause, upon thirty (30) days' written notice to
Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease
all services hereunder except such as may be specifically approved by the Contract Officer.
Consultant 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 thereafter in
accordance with the Schedule of Compensation or such as may be approved by the
Contract Officer, except as provided in Section 8.3. Consultant recognizes that the use of
the funding designated for. this Agreement is subject to approval
8.8 Termination for Default of Consultant. If termination is due to the failure of
Consultant to fulfill its obligations under this Agreement, Housing Authority may, after
compliance with the provisions of Section 8.2, take over work and prosecute the same to
completion by contract or otherwise, and Consultant shall be liable to the extent that the
total cost for completion of the services required hereunder exceeds the compensation
herein stipulated (provided that Housing Authority shall use reasonable efforts to mitigate
such damages), and Housing Authority may withhold any payments to Consultant for the
purpose of setoff or partial payment of the amounts owed Housing Authority as previously
stated in Section 8.3.
8.9 Attorneys' Fees. If either party commences an action against the other party
arising out of or in connection with this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs of suit from the losing party.
13
9.0 HOUSING AUTHORITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
9.1 Non -liability of Housing Authority Officers and Employees. No officer or
employee of Housing Authority shall be personally liable to Consultant, or any successor in
interest, in the event or any default or breach by Housing Authority or for any amount
which may become due to Consultant or to its successor, or for breach of any obligation of
the terms of this Agreement.
9.2 Conflict of Interest. No officer or employee of Housing Authority shall have any
personal interest, direct or indirect, in this Agreement nor shall any such officer or
employee participate in any decision relating to the Agreement which affects his or her
personal interest or the interest of any corporation, partnership or association in which she
or he is, directly or indirectly, interested, in violation of any State statute or regulation.
Consultant warrants that it has not paid or given and will not pay or give any third party
any money or general consideration for obtaining this Agreement.
9.3 Covenant against Discrimination. Consultant 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 race, color, creed, religion, sex, marital status, national origin or ancestry in the
performance of this Agreement. Consultant shall take affirmative action to insure that
applicants are employed and that employees are treated during employment without regard
to their race, color, creed, religion, sex, marital status, national origin or ancestry.
10.0 MISCELLANEOUS PROVISIONS
10.1 Notice. Any notice, demand, request, consent, approval, 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 Housing Authority:
LA QUINTA HOUSING AUTHORITY
Attention: Frank Spevacek
Executive Director
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92247-1504
To Consultant:
TALL MAN GROUP
Attention: Jon McMillen, Principal
9548_Vista A1eta W;
Valley Center, CA 92082
14
10.2 Integrated Agreement. This Agreement contains all of the agreements of the
parties and all previous understanding, negotiations and agreements are integrated into
and superseded by this Agreement.
10.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by both parties.
10.4 Sev.erability. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of a court of competent jurisdiction,
such invalidity or unenforceability shall not affect any of the remaining 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.
10.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
LA QUINTA HOUSINq AUTHOR", a public body, corporate and politic
u4J.'- q
e
cek, Executive Director Dat
ATTEST:
Susan Maysels, Housing uthority Secretary
Xaeri
D AS TO FORM:
Jenson, - gAuthority Counsel _.__.._...--
CONSULTANT:
By' `` ~
15
10.2 1ntegrate0_Agreemen1. This Agreement contains all of the agreements of the
parties and all previous understanding, negotiations and agreements are integrated into
and superseded by this Agreement.
10.3 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing signed by both parties.
10.4 Severability.. In the event that any one or more of the phrases, sentences,
clauses, paragraphs, or sections contained in this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of a court of competent jurisdiction,
such invalidity or unenforceability shall not affect any of the remaining 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.
10.5 Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by so executing this Agreement the parties hereto are formally bound to
the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
LA QUINTA, HOUSING AUTHORITY, a,public body, corporate and politic
Frank J. Spevacek, Executive Director
ATTEST:
Susan Maysels, Housing Authority Secretary
APPRQVED AS TO
Jenson;PMq*jfig Authority Counsel
Date
LTANT.;..__T-:..:.1:...jCi
Name: I)OK)C E
Title:
16
See attached.
Exhibit A
Scope of Services
17
Exhibit A
SCOPE OF WORK
This is TMG's Work Program to complete construction documents, entitlement, bid preparation,
resident relocation, construction management and final disposition activities pertaining to a two
phased, affordable senior housing development located at the corner of Washington Street and
Hidden River Road in the City of La Quinta. The La Quinta Housing Authority owns the 72 unit
apartment complex (Apartments) that is in need of substantial rehabilitation; further, the site can
accommodate 26 new multi -family dwellings (New Dwellings) and a community building. In
order to substantially rehabilitate the Apartments, the New Dwellings must first be constructed
so that the very -low income residents of the Apartments may be temporarily relocated to the
New Dwellings, The New Dwellings combined with the rehabilitated Apartments will preserve
and expand the community's affordable housing inventory.
Per the following Work Program TMG will assume full oversight of this endeavor, working as an
independent third party contractor. In this capacity, the TMG Project Team will.,
■ Manage the design and engineering services to finalize construction plans and
specifications.
■ Prepare cost estimates and construction schedules during the design process.
■ Meet with the Housing Authority's Washington Street Apartment Project Team to review
design details, cost estimates and timelines, and monitor construction and rehabilitation
activities,
• Meet with Rural Development (RD) to review project details and process necessary
applications and gain approvals.
■ Define future disposition, locate and secure funding sources.
■ Prepare and implement a temporary relocation plan.
■ Process and secure entitlements including RD.
■ Apply for and attempt to secure Low Income Housing Investment Tax Credits,
■ Finalize construction documents and manage bid process.
■ Provide complete construction management services for rehabilitation and new
construction.
■ Facilitate temporary relocation of all existing apartment residents.
■ Coordinate and manage the final disposition of the property.
WORK PROGRAM
As part of its continued effort to increase and improve the community's supply of affordable
housing, the Agency purchased the Apartments which feature RD financing and operating
covenants. Per the RD operating covenants, the Apartments must be affordable to extremely
low and very low income senior, and disabled adult households. The Apartments were
constructed in 1980 and need substantial rehabilitation to address health, safety and
performance issues, and to extend their lifecycle. 'The site included vacant land that may
18
accommodate the New Dwellings and a community building. The New Dwellings will facilitate
the temporary relocation of residents during a three phased rehabilitation of the Apartments.
This Work Program was prepared through consultation with engineers, designers, and RD, and
relied on our extensive knowledge of the site and buildings as experienced during the property
acquisition and initial design development phase.
Buildin_g and Site Improvement Plans
Site and building surveys combined with review of the existing building inspection reports
indicated several safety and deferred maintenance items that have been addressed through
design development and early entitlement phase of plans. The identified deficiencies include
existing site accessibility, dry rot and termite damage, roofing, inefficient and failing windows,
electrical and plumbing fixtures, appliances, HVAC and water heating systems, cabinetry,
counters, and floor coverings. Plans have been developed to address rehabilitation of existing
units and site in combination with adjacent new construction. Landscape plans have been
developed to improve site accessibility, reduce existing paved surface area, and enhance
outdoor community space, Durability, energy and water efficiency, and indoor air quality are
guiding principals followed during the design process. (Designing and engineering these
improvements required architecture and engineering services.) TMG will continue to assist
and/or manage the required professionals.
Completing construction drawings and specifications and securing RD approval will require
various architecture and engineering services being contracted by the Authority and assisted
and/or managed by TMG. Additional consultants and testing services along with associated
costs is included in the Anticipated Cost section of this Scope of Services, For contracts over
$5,000 TMG will obtain a minimum of 3 bids. They will be evaluated based upon their work
program, qualifications, local experience and presence, references and fee. The selection
committee will be the TMG Project Team.
Once retained, TMG would then work with these firms (Design Team) to generate construction
drawings and specifications and bid documents. During the construction documents phase we
would meet with Housing Authority staff to review the rehabilitation options, and their associated
cost and schedule. A new sewer alignment and associated easements with adjoining property
owners needs to be negotiated and finalized as it was not completed prior to the project being
suspended. The Design Team would then, in conjunction with staff, process the plans through
RD (RD will, at a minimum, require preliminary and final approval from RD's Architect, approval
for changes to property lines and unit counts, approval of financing and any changes of
ownership. These approvals must occur at both the local and national offices,) and obtain final
RD approval, as well approval from the City's various reviewing boards and commissions,
where applicable.
Low- and Moderate- Income Tax Credit Financin
TMG's initial review of available financing indicates that the rehabilitation and development
activities would qualify for 4% Low and Moderate Income Tax Credit Financing (Tax Credits).
As part of our initial activities, TMG would work with National CORE and other tax credit
19
syndicators to conclusively determine if this development could obtain tax credit funding. If so,
TMG would then work with the selected non-profit entity to apply for, and attempt to secure Tax
Credits. Since this property is owned by the La Quinta Housing Authority (Authority), the
Authority may elect to serve as the non-profit entity to secure Tax Credits.
Tenant Interviews and TemporaLy Relocation
In conjunction with the site and building evaluation, TMG will conduct interviews with the
residents to determine specific needs that they might have during the anticipated 120 day
temporary relocation while under construction. This information will be critical in the preparation
of a relocation plan and refining a budget. Prior to unit rehabilitation TMG will coordinate and
assist with moving 73-residents and onsite management to new units and back again.
Additionally TMG will coordinate and secure necessary approvals with Rural Development in
order preserve the existing rental subsidies.
Construction Mana ement
TMG will provide budgeting, construction estimates and manage the bidding process of up to
three phases of rehabilitation and construction plans. Upon award of the construction contracts
TMG will insure contractor has produced and is in compliance with all contract requirements as
identified within bid documents, including prevailing wage requirements. Prior to mobilization,
TMG will conduct a pre -construction meeting, and will review, develop and coordinate proposed
project methods and scheduling.
Once the contractor is mobilized we will serve as the construction manager overseeing the
contractor's work, coordinating with the property manager and tenants, processing payment
requests, conducting employee and resident interviews, addressing construction document
interpretation issues, processing and monitoring change orders, maintaining and preparing
required RD documentation, ensuring that the improvements are built in accordance with the
plans and specifications, monitor prevailing wage requirements, and process closeout
requirements. In addition TMG will retain specific consultants and testing firms to complete
course of construction services and include their costs as part of this work program.
Final Disposition
TMG will work with the Housing Authority's Project Team and RD to identify disposition options
the Authority may consider once the new construction and substantial rehabilitation is complete.
RD is a critical player in this decision since they must accept and approve any ownership
change. Discussions with RD staff indicate that if new entities are added to the current
Authority ownership, this process may require up to 12 months to process. If the Authority
elected to transfer the completed project to another entity, that process could take up to 24
months to compete.
PROJECT TEAM
I would serve as the Project Manager for this engagement overseeing and managing the entire
team and their respective responsibilities. Brandon Fender would oversee and perform
completion of construction drawings and specifications, required RD applications, easement
20
negotiations, assembly of bid documents and construction management. An additional member
of our team would be responsible for temporary residential relocation.
ANTICIPATED COST
TMG proposes to provide the services listed in this Work Program on a time and materials basis
for a fee not to exceed $785,200. This fee includes the costs of sub consultants and testing
services as detailed below.
Tall Man Group Inc. ("TMG")
Sub Consultants
Total
Construction Document Phase $ 25,000
Program Development RD. 20,000
Entitlement Process including RD 20,000
Relocation 144,000
Construction Management 499,200
Final Disposition 20,000
Total TMG $ 728,200
Soils Report and Testing 32,000
Acoustical Consultant 10,000
Waterproofing Consultant 7,000
Solar Consultant 8,000
Total Sub Consultants $ 57,000
$ 786,200
TMG's services would be charged on a time and materials basis per the hourly rate schedule
detailed in Exhibit B. The sub -consultant cost would be charged at their direct cost without an
overhead or invoice processing surcharge.
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Exhibit B
Schedule of Compensation
With the exception of compensation for Additional Services, provided for in
Section 2.2 of this Agreement, the maximum total compensation to be paid to
Consultant under this Agreement is Seven hundred eighty-five thousand two
hundred dollars ($785,200) ("Contract Sum"). The Contract Sum shall be paid to
Consultant in installment payments made on a monthly basis and in an amount
identified in Consultants Schedule of Compensation attached hereto for the work
tasks performed and properly invoiced by Consultant in conformance with Section
2.2 of the Agreement.
Schedule of Compensation attached.
22
Exhibit B
SCHEDULE OF COMPENSATION
Principal
$
165
Senior Associate
$
145
Associate
$
130
Senior Analyst
$
110
Analyst
$
95
Research Assistant
$
85
Technician
$
70
Clerical
$
60
Reimbursable Expenses Cost plus 10%
TMG does not charge clients for mileage, parking, standard telephonelfax expenses, general
postage or incidental copies. However, we do charge for messenger services, overnight
shipping/express mail costs and teleconferencing services. We also charge for copies of
reports, documents, notices, and support materials in excess of five (5) copies. These costs are
charged back at the actual expense plus a 10% surcharge.
TMG issues monthly invoices payable within 30 days, unless otherwise agreed upon in
advance. Invoices identify tasks completed to date, hours expended and the hourly rate.
23
Exhibit C
Schedule of Performance
Consultant shall complete all services identified in the Scope of Services,
Exhibit "A" of this Agreement. It is anticipated the project will be completed by
July 31, 2015; however, the schedule may be delayed due to unforeseen
circumstances related to the USDA -Rural Development, or the State of California.
Therefore, the Agreement term includes an option for a one-year extension.
24
BUSINESS i :;,;� NO.
City of La Quinta
HOUSING AUTHORITY MEETING: January 19, 2016
STAFF REPORT
AGENDA TITLE: SELECT THE HOUSING AUTHORITY CHAIRPERSON AND VICE -
CHAIRPERSON FOR 2016
RECOMMEDATION
Select a Chairperson and a Vice -Chairperson for calendar year 2016.
EXECUTIVE SUMMARY
On September 15, 2009, the Council established a Housing Authority (Authority).
The Authority approved Resolution HA 2009-001 in October 2009, which adopted
by-laws establishing the procedure for electing the Chair and Vice -Chairperson.
Section 2 of the by-laws states the Authority shall annually, at its first regular
meeting held after December 301h, vote to elect one of its members as Chairperson
and another as Vice -Chairperson. The by-laws also state that the Mayor may not
be selected as the Chairperson.
FISCAL IMPACT - None.
BACKGROUND/ANALYSIS
The following Authority Members have held these positions since the Authority was
established in 2009:
Year Chairperson Vice -chairperson
2009 (3 mos) Linda Evans Terry Henderson
2010 Linda Evans Terry Henderson
2011 Kristy Franklin Linda Evans
2012
2013
2014
2015
ALTERNATIVES
Linda Evans
Lee Osborne
Terry Henderson
John Pena
Lee Osborne
Kristy Franklin
Linda Evans
Robert Radi
As this action is required by Authority -established bylaws, staff does not recommend an
alternative.
Prepared by: Teresa Thompson, Deputy City Clerk
Approved by: Susan Maysels, City Clerk