Planning Center/Housing Element Update 07PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made
and entered into by and between the CITY OF LA QUINTA, ("City"), a California
municipal corporation, and THE PLANNING CENTER ("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 preparation of the
City's 2008 Housing Element Update 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 City of La Quinta 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 City, Consultant shall immediately
inform City 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.
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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 City, except such losses or
damages as may be caused by City'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 City, 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 City 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 when directed to do so by the Contract Officer, provided that
Consultant shall not be required to perform any additional services without
compensation. Any addition in compensation not exceeding five percent (5%) of
the Contract Sum may be approved by the Contract Officer. Any greater increase
must be approved by the City Council.
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 Eighty-six Thousand, Two Hundred
Fifty Dollars ($86,250) (the "Contract Sum"), except as provided in Section 1.6.
The: method of compensation set forth in the Schedule of Compensation may
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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 Consultant's rate schedule, but not exceeding the Contract Sum, or such
other methods as may be specified 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.
2.2 Method of Payment. Any month in which Consultant wishes to
receive payment, Consultant shall submit to City no later than the tenth (10th)
working day of such month, in the form approved by City'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. City will pay
Consultant for all expenses 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.
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 Maieure. 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 City, and unusually severe weather, if Consultant shall within ten (10)
days of the commencement of such delay notify the Contract Officer in writing of
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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 judgment such delay is justified, and the
Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement.
3.4 Term. The term of this agreement shall commence on July 18, 2007,
and terminate on August 31, 2008 (initial term). This agreement may be extended
for three (3) additional Months upon mutual agreement by both parties (extended
term). Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this
Agreement, this Agreement shall continue in full force and effect until completion
of t
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. 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 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 City.
4.2 Contract Officer. The Contract Officer shall be Les Johnson, Planning
Director, or such other person as may be designated by the City Manager of City.
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 City to the Contract Officer. Unless
otherwise specified herein, any approval of City 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
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were: a substantial inducement for City 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 City. 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 City.
4.4 Independent Contractor. Neither City nor any of its employees shall have
any control over the manner, mode or means by which Consultant, its agents or
employees, perform the services required herein, except as otherwise set forth.
Consultant 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. 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 City.
4.5 City Cooperation. City shall provide Consultant with any plans,
publlications, 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 City.
5.0 INSURANCE INDEMNIFICATION AND BONDS.
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, personal and
public liability and property damage 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 City nor its insurers shall be required to contribute to any such loss. A
certificate evidencing the foregoing and naming City and its officers and employees
as additional insured shall be delivered to and approved by City prior to
commencement of the services hereunder.
The amount of insurance required hereunder shall be determined by the
Contract Sum in accordance with the following table:
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Contract Sum Personal Injury/Property Damage Coverage
Less than $50,000 $100,000 per individual; $300,000 per occurrence
$50,000 - $300,000 $250,000 per individual; $500,000 per occurrence
Over $300,000 $500,000 per individual; $1,000,000 per
occurance
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
City nor its insurers shall be required to contribute to such loss. A certificate
evidencing the foregoing and naming City and its officers and employees as
additional insured shall be delivered to and approved by City prior to
commencement of the services hereunder.
Consultant shall carry Workers' Compensation Insurance in accordance with
State Worker's Compensation laws with employer's liability limits no less than
$1,i000,000 per accident or disease.
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.
Insurance procured pursuant to these requirements shall be written by insurers
that are admitted carriers in the State of California and with an A.M. Bests rating of
"A" or better and a minimum financial size VII.
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All insurance required by this Section shall be kept in effect during the term of
this Agreement and shall not be cancelable without thirty (30) days written notice
to City 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 City, its officers, employees, contractors,
subcontractors, or agents.
5.2 Indemnification.
a. General Indemnification Provision.
1. Indemnification for Professional Liability. When the law
establishes a professional standard of care for Consultant's Services, to the fullest
extent permitted by law, Consultant shall indemnify, protect, defend 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 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 (or 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 C without the written
consent of the Consultant.
2. 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 City, 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, to the extent caused by the performance of this Agreement by
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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.
3. 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 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 herein is binding on the successors, assigns or heirs of Consultant and shall
survive the termination of this agreement or this section.
4. Indemnity Provisions for Contracts Related to Construction.
Without affecting the rights of City under any provision of this agreement,
Consultant 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 Consultant will be for that entire portion or
percentage of liability not attributable to the active negligence of City.
b. Indemnification Provision for Design Professionals.
1. Applicability of Section 5.2(b). Notwithstanding Section 5.2(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 City and City'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
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of expert consultants or expert witnesses incurred in connection therewith and
costs of investigation, to the extent caused by .... 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 5.2(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.
5.3 Remedies. In addition to any other remedies City may have if Consultant
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 Consultant to stop work under this Agreement and/or
withhold any payment(s) 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 City may have. The above remedies are not the exclusive remedies 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.
5.4 General Conditions pertaining to provisions of insurance coverage by
Consultant. Consultant and City 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 City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 with an
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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 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 Contractor and
availlable 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 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.
Consultant 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 of the coverages required and an
additional insured endorsement to Consultant'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 Consultant or deducted from sums
due Consultant, at City option.
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8. Certificate(s) are to reflect that the insurer will provide thirty (30)
days notice to City of any cancellation of coverage. Consultant agrees to require
its insurer to modify such certificates to delete any exculpatory wording stating
that failure of the insurer to mail written notice of cancellation imposes no
obligation, or that any party will "endeavor" (as opposed to being required) to
comply with the requirements of the certificate.
9. 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 City.
10. Consultant agrees to ensure that subcontractors, and any other
party involved with the project who 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 City for
review.
11. Consultant agrees not to self -insure or to use any self -insured
retentions or deductibles on any portion of the insurance required herein 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
Consultant'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 Consultant, which may include reduction or
elimination of the deductible or self -insured retention, substitution of other
coverage, or other solutions.
12. The City 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 City will
negotiate additional compensation proportional to the increased benefit to City.
13. For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto taking
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any steps that can be deemed to be in furtherance of or towards performance of
this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged
failure on the part of City to inform Consultant 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.
15. Consultant 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 or not 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.
16. 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 City within five (5)
days of the expiration of coverages.
17. 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
City, its employees, officials and agents.
18. 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.
19. 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.
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20. 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.
21. 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
City or Consultant 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.
Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant 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.
6.0 RECORDS AND REPORTS.
6.1 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.
6.2 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.
6.3 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 City and shall be
delivered to City 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 City of its full rights of
ownership of the documents and materials hereunder. Consultant shall cause all
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subcontractors to assign to City any documents or materials prepared by them, and
in the event Consultant fails to secure such assignment, Consultant shall indemnify
City for all damages suffered thereby.
In the event City or any person, firm or corporation authorized by City 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, City 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.
6.4 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
City, except as required by law or as authorized by City.
7.0 ENFORCEMENT OF AGREEMENT.
7.1 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.
7.2 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, 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
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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 Section 7.8.
7.3 Retention of Funds. City may withhold from any monies payable to
Consultant sufficient funds to compensate City for any losses, costs, liabilities, or
damages it reasonably believes were suffered by City due to the default of
Consultant in the performance of the services required by this Agreement.
7.4 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 Consultant
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 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.
7.5 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.
7.6 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.
7.7 Termination Prior To Expiration Of Term. This section shall govern any
termination of this Agreement, except as specifically provided in the following
Section 7.8 for termination for cause. City 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
The Planning Center
2008 Housing Element Update
July '17, 2007
Schedule of Compensation or such as may be approved by the Contract Officer,
excerpt as provided in Section 7.3.
7.8 Termination for Default of Consultant. If termination is due to the failure
of Consultant to fulfill its obligations under this Agreement, City may, after
compliance with the provisions of Section 7.2, 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 City shall use reasonable efforts
to mitigate such damages), and City may withhold any payments to Consultant for
the purpose of setoff or partial payment of the amounts owed City as previously
stated in Section 7.3.
7.9 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.
8.0 CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION.
8.1 Non -liability of City Officers and Employees. No officer or employee of
City shall be personally liable to Consultant, or any successor in interest, in the
event or any default or breach by City 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.
8.2 Conflict of Interest. No officer or employee of City 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.
8.3 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
The Planning Center
2008 Housing Element Update
July 17, 2007
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.
9.0 MISCELLANEOUS PROVISIONS
9.1 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 City:
CITY OF LA QUINTA
Attention: Thomas P. Genovese
City Manager
78-495 Calle Tampico
P.O. Box 1504
La Quinta, California 92247-1504
To Consultant:
THE PLANNING CENTER
Attention: Colin Drukker
1580 Metro Drive
Costa Mesa, CA 92626
9.2 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.
9.3 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.
9.4 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.
9.5 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.
The Planning Center
2008 Housing Element Update
July '17, 2007
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
dates stated below.
CITY OF LA QUINTA a California municipal corporation
1-2 c
Thomas P. Genovese, City Manager
APPROVED A TO
r
. Kathe ine Jenson
Attorney
CONSULTANT: THE PLANNING CENTER
By: ` p
Name:
Title:
C o O
Date: -7 Z-/ 3 2 �2
Date
Exhibit A
Scope of Services
PROPOSED SCOPE OF WORK
Task #1: Kickoff Meeting
The Planning Center will need to meet with the City to review and refine the scope of work, discuss key
issues, and collect important data (such as GIS files, housing documents, and other information). It may
also be necessary to conduct one or two site visits to assess potentially underutilized sites.
Task #2: Introduction (Sections 1.0-3.0)
The introductory sections of the Housing Element (1.0 Introduction, 2.0 Summary of Issues, and 3.0
Housing Vision) require minor updates to reflect the new planning period and any revised strategies and
policies generated for the 2008-2014 planning period.
Task #3: Needs Assessment (Section 4.0-7.0)
The current Housing Element benefits from the use of 2000 Census or 2002 market data for much of the
basic demographic and market analyses presented in Sections 4.0 and 5.0 of the Housing Element.
This potentially eliminates the need to update approximately 50 percent of the data. In general,
discussions based on data older than 2000 for the Community Profile, and 2004 for the Housing Profile,
willl require new data to ensure the demographic and market profiles presented in the Housing Element
remain relevant for the City and the State Department of Housing and Community Development.
The State considers the discussion of housing needs —particularly for special needs populations —
extremely important and updates will be required for the majority of data in Section 6.0 (Housing Needs)
to provide an accurate portrait of the most pressing housing needs so that responsive policies and
programs can be fashioned. The City's regional housing needs allocation figures may require significant
revisions to Section 7.0 (Housing Constraints) —particularly in the discussion of governmental constraints
if the City is required to consider changes to development standards and processes.
Task #4: Land Inventory (Section 8.0)
Due to recent changes to State law and the potential interest of third parties, the Housing Element will
require enhanced analysis to demonstrate that adequate land, development standards, and zoning are
or will be in place to develop a variety of housing types for all income levels, commensurate with the
regional housing needs allocation. Identifying appropriate and suitable housing sites will be the most
criltical task in the Housing Element.
With the City's resort nature and low densities, we will need to consider strategies that involve increasing
densities; restricting exisfing non -affordable housing developments; and identifying underutilized sites
for housing, including land currently zoned for nonresidential uses. Although we understand that such
strategies may not be embraced by the City or its residents, such strategies will need to be explored to
ensure the City can obtain certification from the State.
We will also examine recent housing projects in the Coachella Valley and contact housing developers to
assess the density thresholds suitable to facilitate a range of housing types and prices. We will then
assess underutilized sites proposed for housing with respect to size and configuration, adequacy of
public services, and proximity to noise and environmental hazards, among other factors.
La Quinta Housing Element Proposal Page 1
Additionally, State law permits the intercity transfer of a portion of the RHNA subject to certain
limitations --although few cities have ever successfully navigated the stringent legislation, with the
exception of several communities in northern California. Under current State law, the potential for a
RHNA transfer is limited to 500 units maximum. The City may wish to discuss transfer options with the
adjacent jurisdictions of Indio and Coachella. This proposal assumes that The Planning Center will be
available for an initial exploration of requirements and options limited to eight (8) hours. Any additional
work will require an augment to the budget and scope of work.
This proposal assumes that the City will provide GIS data and will be able to confirm the status of
existing developments, pending projects, and recycling potential of underutilized lands. Our analysis
may consider vacant sites zoned for residential use that can be upzoned, vacant sites zoned for uses
that permit residential development, and underutilized sites that can be rezoned or redesignated for
residential uses.
We will also update and discuss possible financial resources available to address housing needs,
focusing on the major sources of state and federal funds. We will document the redevelopment set -aside
balance and all other housing and community development funds required to be spent on housing and
show projected expenditures from City records. Also included will be an inventory of administrative
resources, specifically those nonprofit and for -profit agencies that can assist the City's in achieving its
housing goals.
Task #5: At -Risk Analysis (Section 9.0)
War will evaluate the affordable projects at risk of conversion (if any) to non -low-income uses based on a
review of available state and federal databases, the California Housing Partnership databases, and other
information provided by the City.
Task #6: Review of Past Element (Section 10.0)
Housing Element law requires that the previous housing objectives be reviewed and evaluated for
success. We will review federal and state reports (e.g., CAPERS, Annual Reports, Redevelopment files)
and interview City staff to determine how well the City has achieved its goals and objectives in
maintaining, producing, and preserving housing. This task will assist in evaluating the need to modify
existng programs, introduce new programs, and eliminate obsolete programs. Typically, we rely on
annual progress reports completed by City staff for the general plan. When these progress reports are
unavailable, we provide a policy/program matrix for City staff to complete that documents progress in
achieving the housing objectives set forth in the 1998-2005 Housing Element. This matrix will be used to
evaluate why the City did/did not achieve its goals, and to make recommendations for modifying,
adding, or deleting programs. For 2006, we assume the City will prepare the appropriate annual
progress report
Task #7: Housing Plan and Objectives (Sections 11.0-13.0)
We understand that the City Council is committed to developing realistic housing strategies and
programs to help address the community's housing needs while retain the City's resort nature. While the
City's goals, policies, and programs were recently updated, some significant changes may be necessary
to provide adequate sites for the City's regional housing needs allocation. Any changes will be reflected
in the City's Housing Plan and quantified objectives
Task#S: Public Outreach
Housing Element law requires that a diligent effort be made to include nonprofit groups, housing
advocates, and the general public in the development and implementation of the housing element. This
requirement is typically satisfied by public workshops during preparation and adoption of the housing
La Quinta Housing Element Proposal Page 2
element. When third -party interests are involved, significant development projects are under
consideration, or significant housing program changes are envisioned, additional public outreach is
often advisable. With these considerations in mind, we have crafted the following outreach program:
• Public Hearings (PC & CC). State law requires that two public hearings be held to consider,
recommend, and adopt the Housing Element. Our cost proposal assumes the two (2) public
hearings —one before the Planning Commission and one before the City Council. This proposal
assumes that we will prepare necessary presentation materials and the City will prepare the staff
report.
(OPTIONAL) Public Workshops (PIN). We offer the option of including two (2) public workshops
to educate and solicit input from the public and City officials on housing issues and potential
strategies to provide affordable housing. Generally, outreach conducted during general plan
updates and preparation of documents such as consolidated plans can satisfy much of the
outreach requirements of State law. During this planning period, however, we are not aware of
any recent outreach efforts conducted by the City concerning affordable housing. Our
experience indicates that conducting public workshops early in and during the update process
can insulate the City from complaints by third parties who seek to derail the City's efforts.
The first workshop would be a Housing Element primer, which would discuss Housing Element
requirements, address the most pressing housing needs of the community, and provide an
overview of current housing programs. The second workshop would focus on recommended
policy/program changes to the Housing Element. We would prepare the necessary presentation
materials for these efforts. From these meetings, comments would be incorporated into the
Housing Element before it is submitted to the State of California for review.
(OPTIONAL) Stakeholder Meetings (SM). Given the interest from housing advocates in the
previous Housing Element update, we have included the option for conducting three (3)
stakeholder meetings, which may focus on developers, service providers, philanthropic
organizations, or legal advocates. These meetings will be designed to address particular issues
of concern and elicit focused input from a particular stakeholder group. The scope and focus of
these workshops will be determined during the Housing Element update, and may occur during
the preparation of the Housing Element, the HCD review process (discussed below), or other
junctures. We will prepare the necessary presentation materials for these workshops.
Task #9: HCD Review
State law requires that all Housing Elements be submitted to HCD for a mandatory 60-day review.
HCD will review the draft Housing Element to determine whether the City's sites, zoning, development
standards, and programs meet the intent of state law and are sufficient to facilitate housing that is
affordable to all economic segments of the community. We will work closely with City staff and HCD
reviewers to address any outstanding concerns. Following incorporation of changes to the Housing
Element and City adoption, the Housing Element will be submitted to HCD for a final review, which is
limited to 90 days under state law.
We have budgeted for two formal rounds of negotiations with HCD (two 60-day reviews) before a letter of
approval is issued. Additional rounds of review may occur if third -party review is involved, if controversial
development projects are considered, or if HCD deems that a city has inadequate sites or significant
housing constraints. If additional HCD review beyond the two formal 60-day reviews is required, or if the
Consultant must respond directly comments from legal advocates, an augmentation to the budget will
be required prior to making these additional responses.
La Quinta Housing Element Proposal Page 3
Task#10: EmAronmentalReview
Housing Elements are required to secure environmental clearance prior to holding two public hearings
for adoption. The environmental review typically takes the form of a Negative Declaration unless
significant land use changes are proposed. The Planning Center will prepare an Initial Study and
Negative Declaration (IS/ND) in compliance with State law. We will also circulate the IS/ND to the
appropriate state and local agencies. If any changes arise from the update that will require enhanced
environmental review, an augmentation to the budget and scope of work will be required. A maximum
budget of $3,000 for reimbursables (of the project's $7,000 total reimbursables budget) has been
allocated to generate hard and electronic copies of the environmental review documents for your review,
distribution, and the public hearing process. If additional copies are required or requested that exceed
this; budget, an augmentation will be required.
Task #11: Flnal Housing Element
The Planning Center will prepare three final drafts of the Housing Element. The first is the HCD Review
Draft, which will be transmitted to State for their review. During the review period, a total of four hard
copies of the HCD Review Draft will be produced for each review period (per Task #9, two review
periods are envisioned). Two copies will be sent to the City, one copy will be sent to the State, and one
copy will be retained for use by The Planning Center.
After the HCD Review process is complete, The Planning Center will prepare a Public Review Draft of the
Housing Element for the public hearings. A total of 12 hard copies will be provided to the City for
distribution, in addition to an electronic version suitable for electronic distribution or placement on the
City's website. After the City has adopted the Housing Element, a Final Draft of the Housing Element will
be prepared to incorporate any comments or edits generated by the public review process. The
Planning Center will provide a total of four hard copies of the Final Draft of the Housing Element, in
addition to a CD containing electronic copies of critical project files for the City's records and use.
Task#12: PmJect Management
This task is necessary to provide for the day-to-day management of the project and product review and
oversight, including coordination, billing activities, and budget and schedule maintenance. This
assumes up to eight meetings with City staff, and two hours per month for administrative details, billing,
and project coordination over the course of one year. Additional meetings and coordination with other
groups will require an augmentation to this scope and budget.
Staff meetings are provided to coordinate the update effort, discuss housing programs, address land use
issues, and coordinate efforts with other consultants, such as major developers proposing residential
projects within the community which affect the land inventory. The Planning Center utilizes web
conferencing software (GoTo Meeting) that enables the City to view what is on our computer screens.
This proposal assumes that at least half of the staff meetings would be held as a conference call and use
the GoTo Meeting software if desired. This minimizes the costs for travel and allows us to schedule
meetings during any time of the day.
Reimbumables
Reimbursable expenses, including the costs for printing, copies, external data collection, and deliveries
are not included in this proposal but are charged at cost plus 12.5%.
La Quinta Housing Element Proposal Page 4
Schedule
The following chart details the proposed schedule for the Housing Element in order for it to be reviewed
by HCD and adopted by June 2008. This schedule assumes timely receipt of information from the City
regarding land inventory, program evaluations, progress reports, and other supporting documentation.
Housing Element Schedule
2007 200E
Tark TaskDassr/pHoo Awl Ay AW SW qotMar Aw Am pb Ma► *r MV AW
#1 Kickoff Meeting ms
#2 Introduction
#3 Needs Assessment
#1 Land Inventory '
#li At -Risk Analysis
#G Review of Past Element
#'7 Housing Plan and Objectives
#3
HCD Review
#10
Environmental Review
#11
Rnal'Housing Element
#12
Project Management
staff
Note: SM (Stakeholder Meeting) and PW (Public Workshop) are optional tasks.
La Quinta Housing Element Proposal Page 5
Budget
Our proposed budget for the Housing Element update is $76,750 and is based on assigned staff and
their billing rates. An additional $9,500 in optional tasks are presented in a second table. The budget
assumes a 13-month timeframe for completion of the housing element no later than July 2008. Additional
time beyond this will be subject to annual adjustments in labor rates.
Housing Element Budget
Task
raskDesci/pt7on
cost
#1
Kickoff Meeting
$750
#2
Introduction
$1,000
#3
Needs Assessment
$7,500
#4
Land Inventory
$17,000
#5
At -Risk Analysis
$1,000
#6
Review of Past Element
$3,000
#7
Housing Plan and Objectives
$7,500
#8
Public Outreach
$5,000
#9
HCD Review
$10,000
#10
Environmental Review
$7,000
#11
Final Housing Element
$3,000
#12
Project Management
$7,000
Labor Cost
$69,750
Reimbursables
$7,000
TOTAL PROPOSED COST
$76,750
Optional Tasks
rack
raskDescdp8on
cost
#8
Public Outreach
Public Workshops (2)
$5,500
Stakeholder Meetings (3)
$3,000
Labor Cost
$9,000
Reimbursables
$1,000
TOTAL PROPOSED COST
$9,500
La Ouinta Housing Element Proposal Page 6
Exhibit B
Schedule of Compensation
Payment shall be on a "Fixed Fee„ basis in accordance with the Consultants
Schedule of Compensation attached herewith for the work tasks performed in
conformance with Section 2.2 of the Agreement. Total compensation for all work
under this contract shall not exceed Eighty-six Thousand Two Hundred Fifty Dollars
($86,250) except as specified in Section 1.6 - Additional Services of the
Agreement.
Exhibit C
Schedule of Performance
Consultants Project Schedule is attached and made a part of this agreement.
Consultant shall complete services presented within the scope of work contained
within Exhibit "A" in accordance with the attached project schedule.
Exhibit D
Special Requirements
NONE.
q
Z y ii r
P.O. Box 1504
LA QUINTA, CALIFORNIA 92247-1504
78-495 CALLS TAMPICO (760) 777-7000
LA QUINTA, CALIFORNIA 92253 FAX (760) 777-7101
November 25, 2008
Mr. Colin Drukker, Senior Planner
The Planning Center
1580 Metro Drive
i Costa Mesa, CA 92626
SUBJECT: 2008 LA QUINTA HOUSING ELEMENT UPDATE CONTRACT
Dear Mr. Drukker:
This is to formally notify you that on November 18, 2008, the La Quinta City
Council did authorize the City Manager to execute a contract extension with The
Planning Center, to complete the 2008 La Quinta Housing Element Update. The
current contract expires on November 30, 2008, and will be extended, as
recommended by staff, to November 30, 2009.
By execution of this letter, as the Contract Officer acting under authority of the
City Manager, the current contract is hereby extended in accordance herein. Should
you have a y questions regarding this letter, please contact me at 760-777-7125.
Very t ours,
i
as J nson
Planning Director
LJ:wn
c: Wally Nesbit, Principal Planner
P.O. Box 1504
LA QUIN'rA, CALIFORNIA 92247
78-495 CALF. TAMPICO
LA QUINTA, CALIFORNIA 92253
November 6, 2009
Mr. Colin Drukker, Senior Planner
The Planning Center
1580 Metro Drive
Costa Mesa, CA 92626
1504
( 7 6 0 ) 7 7 7 - 7 0 0 0
FAX (760) 777-7101
Re: Professional Services Contract Extension — La Quinta Housing Element
Dear Mr. Drukker:
This is to formally notify you that on November 3, 2009, the La Quinta City
Council did authorize the City Manager to execute a contract extension with The
Planning Center, to complete the 2008 La Quinta Housing Element Update. The
current contract expires on November 30, 2009, but has been extended to April
30, 2010 and includes additional funds in the amount of $8,000, bringing the total
contract budget to $94,250.
The attached Service Authorization (Exhibit A) shall constitute a change order
addendum to the Contract for Services, and describes the additional work to be
performed at a cost of $8,000.00. The process for payment of compensation shall
remain the same as contained in the original Contract for Services. The timing of
invoices shall be monthly, based upon percentage of work completed. The total of
all invoices for the original Contract ($86,250), and the Service Authorization
(Exhibit A) shall not exceed the agreed upon amount of $94,250.
The City may at any time, for any reason with or without cause suspend or
terminate this addendum upon the issuance of a ten (10) day notice by the City.
Upon receipt of such notice, the Consultant shall cease all work under this
addendum. The City shall pay the Consultant for services performed up to the time
of termination.
This addendum shall commence upon its execution by signature date herein, and
shall remain and continue in effect for the balance of the parent contract.
s:]aamw
The Planning center - La Quinta Housing Element Update
Professional Services Contract Addendum
November 6, 2009
Page 2 of 2
Please sign both original copies where indicated below and return to this office. An
original fully -executed copy of this addendum will be forwarded to you.
Sincerely,
THOMAS P. GENOVESE, City Manager
ATTEST:
RONICA J. MOTECINO, CMC, City Clerk
AGREED AND ACCEPTED:
Dated:
THE PLANNING CENTER
By:
Its: VP DYY roll.04 PIAYn1lY q eSlGrI
Service Authorization
PROJECT NO.
CLQ-03
I DATE
October 21, 2009
PROJECT NAME
La Quinta Housing. Element Update
TYPE OF AUTHORIZATION:
❑ Fixed Price Project
❑ Time and Materials Project
® Contract Extension
❑ Meetings Extra to Contract
Reimbursables:
❑ No Charge ❑ Extra to Contract
® 12.5% Markup on Reimbursables and Subconsultants
RETAINER:
$ 0
❑ Yes*
® No
*All retainers are either applied to the final invoice or refunded at the close of the project.
BUDGET AMOUNT: $ 8,000.0o ® Not to Exceed ❑ Estimated
AGREEMENT BETWEEN:
CLIENT
City of La Quinta
CONSULTANT
The Planning Center
STREET ADDRESS
78-495 Calle Tampico
STREET ADDRESS
1580 Metro Drive
CITY STATE AND ZIP
La Quinta, CA 92253
CITY STATE AND ZIP
Costa Mesa, CA 92626
CONTACT
Les Johnson
CONTACT
Colin Drukker
Hereinafter referred to as "Client."
Hereinafter referred to as "Consultant."
This document authorizes the Consultant to execute the following services for the Client as indicated below:
SCOPE AND DURATION OF SERVICES:
The current scope of work (Task 9: HCD Review) provided for two formal rounds of negotiations with HCD (two
60-day reviews) before a letter of approval is issued. The scope of work also stated that "If additional HCD review
beyond the two formal 60-day reviews is required, or if the Consultant must respond directly comments from
legal advocates, an augmentation to the budget will be required prior to making these additional responses."
We recently completed the second round of formal review with HCD on the Element. Unfortunately, the State
sees a need for a third round of review before certification can be awarded. We held additional informal rounds
of review with the State reviewer and tapped into the budget for the public hearing task and reimbursables
budget in an attempt to avoid a request for a budget augment.
With the budget for the public hearings, reimbursables, and HCD review exhausted, we are therefore requesting a
budget augment of $8,000, which includes $7,640 for labor and $360 for reimbursables.
The $7,640 in labor would allow for 46 hours of time from Colin Drukker (Senior Planner/Project Manager) and
12 hours of time from Michelle McCready (Project Planner). Up to 30 hours of time from Mr. Drukker and 12
hours from Michelle McCready would be on a third round of HCD Review. This would include phone calls and
r __ _i -fit r nI;;rPr,
1594A.-kO DRWr I hi ESA CA 926261 P4 f6.,-O r `)'-if) WWW.PLANNINGCFNTER.COM
Service Authorization
Page 2
meetings with the City to strategize, preparing formal responses to the State, phone calls or meetings with the
State, and finalizing the Housing Element. The remaining labor (16 hours of Mr. Drukker's time) would be spent
on attending and preparing for public hearings to adopt the Housing Element, and overall project management
The $360 in reimbursables would cover up to a total of 4 color copies of the draft or final hearing draft of the
Housing Element, The City would be responsible for reproduction of the Housing Element for the Planning
Commission and City Council meetings, and for final City records and publication.
RATE SCHEDULE:
Billing will be monthly based upon our standard hourly rates of $45 to $250, depending upon the professional's level of
expertise.
GENERAL TERMS OF CONSULTING AGREEMENT:
These General Terms are a part of this contract. All of the services to be provided are referred to collectively as the "Work."
This Proposal expires if the Agreement is not signed within three months from the date that the proposal was issued: October
13 2009.
(1) Acceptance and Authorization to Proceed. When Client signs and returns to Consultant a copy of this Proposal or Service
Authorization, an Agreement will be formed authorizing Consultant to proceed with the Work as described.
(2) Performance by Consultant. Consultant will use all reasonable efforts to cause the Work to be performed by qualified
persons under the supervision of Consultant. Except as provided below, the Work will proceed in accordance with the
schedule included in this Agreement.
(3) Scope of Work. The scope of services set forth in this Agreement is based on facts known to Consultant at the time
Consultant signed the Proposal or Service Authorization, including, if applicable, information supplied by Client. For some
projects involving conceptual or process development services, scope may not be fully definable during initial phases. As the
project progresses, facts discovered may indicate that scope must be redefined. Consultant will promptly provide Client with
an amendment to this Agreement to recognize the additional information learned and changes in defining the scope and
pricing for the Work. Client will have fifteen (15) days after receiving the proposed amendment to sign and return the
amendment. If Client fails to sign and return the amendment within that time, Consultant may suspend work until satisfactory
arrangements are agreed to in writing by Consultant and Client.
(4) Coordination with Client. Consultant and Client shall cooperate in proceeding with the Work under the direction and
approval of the Client's Authorized Representative identified above, which representative or an alternate shall be available for
Consultant at all reasonable times. Consultant and Client, recognizing that time is of the essence, agree that oral
communications and instructions may be necessary. Consultant will, in the interest of the project, comply with such oral
instructions. However, Consultant will promptly confirm its receipt of the oral instructions by sending Client a written
memorandum by electronic or regular mail. The instructions will be deemed confirmed by the Client if the Consultant does not
receive written withdrawal of or changes to the instructions within five (5) days after Consultant sent the confirmation to
Client. If the instructions require changes in scope and pricing for the Work, Consultant will provide Client with an
amendment for signature. Client will provide Consultant with access to the property which is the subject of the Work, along
with all reports and other information which Client has concerning the Work.
(5) Charges for Work. Client will be charged for, and Client shall pay for without deduction or offset, the Work performed, in
accordance with Consultant's current schedule of charges, billing rates, and expense reimbursement policies. Work will be
limited by the amount included in the total of estimated costs stated in the proposal unless an increase is authorized in
writing by Client. Although Consultant's schedule of charges and billing rates is subject to periodic review and revision, the
current schedule will remain in effect for six months from the date a Proposal or Service Authorization is submitted by
Consultant. Changes in the scope of the Work must be made in writing and will be charged for in accordance with this
Agreement.
(6) Unanticipated Delays. Consultant shall not be liable for time delays or damages resulting from the actions or inactions of
government agencies, including but not limited to, permit processings, environmental impact reports, general plans and
amendments, and zoning matters. If the Work has not been completed in accordance with the schedule included in this
Agreement, through no fault of Consultant, and the parties agree to an extension of the schedule, the fee schedule will be
adjusted automatically to Consultant's current posted billing rates. Changes in a Client's Project Manager or changes in
Service Authorization
Page 3
government plans, policies, programs, or ordinances may be a basis for Consultant to submit an Amendment to this
Agreement addressing the impact of the change.
(7) Reimbursable Expenses. All of Consultant's expenses for document copying, FAX, delivery, travel, services, equipment and
facilities are charged to Client at Consultant's cost plus twelve and one-half percent (12.5%)
(8) Billing and Payment. Time is of the essence in payment of invoices. Consultant invoices for Work performed will be issued
at the close of each calendar month and upon completion of the Work. Any comments or questions which Client has
concerning the contents of an invoice or the Work represented by an invoice must be submitted to Consultant in writing
within fifteen (15) days after Client receives the invoice. If no such comments or questions are received by Consultant, the
Work represented and the invoice shall be considered correct and accepted by Client. If payment for an invoice is not received
by Consultant within forty-five (45) days after the date of the invoice, a reasonable late charge will be applied to all amounts
outstanding, commencing thirty (30) days after the date of the invoice and continuing monthly until all amounts have been
paid in full.
(9) Suspension or Termination. Either party may suspend or terminate the Work at any time upon seven (7) days' written
notice to the other party. Client shall pay all amounts due for the Work to the effective date of suspension or termination, plus
all costs incurred by Consultant as a result of the termination or suspension.
(10) Client Files. When the Work is completed or this Agreement is terminated and Consultant has been paid in full,
Consultant will, upon written request of Client, provide Client with all files reports and exhibits prepared by Consultant in
performing the Work, except computer programs or data prepared by or for Consultant in connection with the Work. Reuse
of any documents or other deliverables, including electronic media, pertaining to the project by Client for any purpose other
than that for which such documents or deliverables were originally prepared, or alteration of such documents or deliverables
Consultant's written consent, shall be at Client's risk. Client shall indemnify and defend against, and hold harmless from, all
claims, losses, liabilities, and expenses asserted against or incurred by Consultant arising out of or connected with any such
unauthorized reuse or alteration. Unless instructed otherwise in writing it is Consultant's policy to destroy Clients' files five (5)
years after the date of final billing for the Work.
(11) Limitation of Liability. Consultant shall be liable to Client only for losses incurred by Client which are directly caused by (a)
the acts or omissions of Consultant, in violation of this Agreement, and (b) willful misconduct or gross negligence of
Consultant. Consultant shall not be liable to Client for (a) delays caused by factors beyond the reasonable control of
Consultant, or (b) consequential damages. Consultant's liability to Client shall be further limited to the amount available from
Consultants insurance, if any. Except for claims for indemnification, the time period for bringing claims under this agreement
expires one year after Consultant issues its final invoice for the Work.
(12) Insurance Cooperation. Client may, at Client's expense, obtain insurance to protect it against any risk resulting from this
Agreement or the Work, and Consultant will cooperate with Client in obtaining such insurance.
(13) Indemnity to Consultant. Client shall indemnify and defend against, and hold Consultant harmless from all claims, losses,
liabilities and expenses asserted against Consultant by third parties or incurred by Consultant as a result of such third party
assertions.
(14) Confidentiality. Consultant will take reasonable steps to protect the confidentiality of information obtained by Consultant
in performing the Work, when Client advises Consultant in writing of the confidential nature of such information. Consultant
may use Client's name in general descriptionsof the Work and services performed by Consultant.
(15) Employee Solicitation. Neither Client nor Consultant shall offer to employ or employ any employee of the other during,
and for a period of six (6) months after termination of this Agreement.
(16) Settlement of Disputes. The parties will attempt in good faith to resolve any controversy or dispute arising out of or
relating to this Agreement promptly by negotiations. If any party reaches the conclusion that the controversy or dispute
cannot be resolved by unassisted negotiations, such party may notify the Judicial Arbitration and Mediation Service ("JAMS"),
500 North State College Boulevard, Suite 600, Orange, California 92668, (714) 939-1300. JAMS will promptly designate a
mediator who is independent and impartial, and JAMS' decision about the identity of the mediator will be final and binding.
The parties agree to conduct at least eight (8) consecutive hours of mediated negotiations within thirty (30) days after the
notice is sent. If the dispute is not resolved by negotiation or mediation within thirty (30) days after the first notice to JAMS is
sent, then, upon notice by any party to the other affected parties and to JAMS, the controversy or dispute shall be submitted
to a sole arbitrator who is independent and impartial, selected by JAMS, for binding arbitration in accordance with JAMS'
Rules for Non -Administered Arbitration of Business Disputes. The parties agree that they will faithfully observe the terms of
this paragraph and will abide by and perform any award rendered by the arbitrator. The award or judgment of the arbitrator
Service Authorization
Page a
shall be final and binding on all parties. No litigation or other proceeding may be instituted in any court for the purpose of
adjudicating, interpreting or enforcing any of the rights or obligations relating to the subject matter of this Agreement or for
the purpose of appealing any decision of an arbitrator, except a proceeding instituted for the sole purpose of having the
award of judgment of an arbitrator entered and enforced.
(17) Miscellaneous Provisions.
(a) Amendment. This Agreement may be changed only by a written amendment signed by Client and Consultant.
(b) Interpretation of Agreement. This Agreement shall be interpreted to give effect to its fair meaning and shall be construed
as though it was prepared by both parties. This Agreement contains the entire agreement of Client and Consultant, and all
prior negotiations, documents, and discussions are superseded by this Agreement. The parties acknowledge there are no
applicable representations, warranties, or terms which are not stated in this Agreement. The invalidity of any provision of this
Agreement shall not affect the validity of any other provision of this Agreement. Section headings are for convenience and
shall not be used in interpreting this Agreement.
(c) References. All references to this Agreement include reference to all amendments to this Agreement. All references to the
Work include references to all or a part of the Work. References to Client or Consultant include, bind, and inure to the benefit
of, their officers, agents, employees, successors in interest and assignees.
(d) Time and Excusable Delays. Reference to days in this Agreement means consecutive calendar days including weekends
and holidays. The time for performance of an obligation, other than the payment of money, shall be extended for the period
during which a party is prevented from performing by the act or omission of the other parry, acts of God, government or
other force or event beyond the reasonable control of such party.
(e) .Counterparts. This Agreement may be executed in multiple counterparts all of which shall be one and the same
Agreement.
(f) Attorneys' Fees. If any action is commenced to enforce or interpret the terms of this Agreement, the prevailing parry shall
be entitled to reasonable attorneys' fees and expenses, in addition to other relief as the court may award.
(g) Prohibition of Assignment. No right or remedy under this Agreement may be assigned by any party. Any attempted
assignment shall be void.
(h) Notices. All notices required or allowed shall be in writing and shall be sent to the addresses shown at the beginning of
this Agreement. A party may change its address for notices and consents by giving notice to the other party. Notice may be
delivered by personal delivery, facsimile transmission during normal business hours of the recipient, an overnight delivery
service, or U.S. Mail sent certified with return receipt requested. Notices and consents are effective on the earlier of the date
received, the date of the delivery rekeipt, or the date delivery is refused, as applicable.
((1 mq
Date:
//0/Uy
Date:
Transmitta
DATE
November 12, 2009
ro
City of La Quinta
ADDRESS
Planning Department
78-495 Calle Tampico
La Quinta, Ca 92247-1504
CONTACT Carolyn Walker, Executive Secretary
FROM Kara L. Kosel, Contracts and Billing Administrator
SUBJECT Agreement
PROJECT NO. CLQ-03.01-
The following items are transmitted via: ❑ US Mail ® Express Mail ❑ Courier ❑ Hand Delivery
■ Three (3) Signed Contract Extensions
GENERAL REMARKS
As requested, I have enclosed three (3) signed Contract Extensions. Please process and return a fully executed
Contract to my attention in our Costa Mesa office. If you need anything additional, or have any questions
please let me know.
Regards
Kara L. Kosel
•
1580 METRO DRIVE I COSTA MESA CA 92626 1 714,966.9220 1714.966.9221 (f) WWW.PLANNINGCENTER.COM
Service Authorization
PROJECT NO. CLQ-03 DATE April 12, 201U
PROJECT NAME La Quinta Housing Element Update
TYPE OF AUTHORIZATION:
❑ Fixed Price Project ❑ Time and Materials Project
® Contract Extension ❑ Meetings Extra to Contract
Reimbursables: ❑ No Charge ❑ Extra to Contract ® 12.5% Markup on Reimbursables and Subconsultants
RETAINER: $ 0 ❑ Yes* ® No
*All retainers are either applied to the final invoice or refunded at the close of the project.
BUDGETAMOUNT: $5,000.00
AGREEMENT BETWEEN:
® Not to Exceed ❑ Estimated
CLIENT
City of La Quinta
CONSULTANT
The Planning Center
STREET ADDRESS
78-495 Calle Tampico
STREET ADDRESS
1580 Metro Drive
CITY STATE AND ZIP
La Quinta, CA 92253
CITY STATE AND ZIP
Costa Mesa, CA 92626
CONTACT
Les Johnson
CONTACT
Colin Drukker
Hereinafter referred to as "Client."
Hereinafter referred to as "Consultant."
This document authorizes the Consultant to execute the following services for the Client as indicated below:
SCOPE AND DURATION OF SERVICES:
The original scope of work (Task 9: HCD Review) provided for two formal rounds of negotiations with HCD (two
60-day reviews) before a letter of approval is issued. The scope of work also stated that "if additional HCD review
beyond the two formal 60-day reviews is required, or if the Consultant must respond directly comments from
legal advocates, an augmentation to the budget will be required prior to making these additional responses."
A third round of review was deemed necessary and an augment in the amount of $8,000 was provided for
responding to HCD's comments and attending public hearings. The primary issue was one of density levels
sufficient to accommodate lower income households. We provided language and strategies to the City to
respond to the State's concern about density levels in La Quinta (minimum density levels, overlay zone standards,
and additional redevelopment funding), though a third formal round of review and two follow up discussions of
informal review. The State unfortunately continues to see the need for additional revisions to push density levels
higher in the City.
0
.,s;CAr i�11WA t WSA ,r>2.:23 FWWW—PLANNINGCENTER.COM
Service Authorization
Page 2
Our continued assistance through the latest round has exhausted the previous budget augmentation. With the
budget for the public hearings, reimbursables, and HCD review exhausted, we are therefore requesting a budget
augment of $5,000, which includes $4,480 for labor and $520 for reimbursables.
The $4,480 in labor would allow for an additional 24 hours of time from Colin Drukker (Senior Planner/Project
Manager) for a fourth and final round of review. This would also include phone calls and meetings with the City
to strategize, preparing formal responses to the State, phone calls or meetings with the State, and finalizing the
Housing Element. The remaining labor (8 hours of Mr. Drukker's time) would be spent on attending and
preparing for public hearings to adopt the Housing Element, and overall project management.
The $520 in reimbursables would cover up to a total of 2 color copies of the draft or final hearing draft of the
Housing Element and other reimbursable expenses. The City would be responsible for reproduction of the
Housing Element for the Planning Commission and City Council meetings, and for final City records and
publication.
RATE SCHEDULE:
Billing will be monthly based upon our standard hourly rates of $45 to $250, depending upon the professional's level of
expertise.
GENERAL TERMS OF CONSULTING AGREEMENT:
These General Terms are a part of this contract. All of the services to be provided are referred to collectively as the "Work."
This Proposal expires if the Agreement is not signed within three months from the date that the proposal was issued: October
13 2009.
(1) Acceptance and Authorization to Proceed. When Client signs and returns to Consultant a copy of this Proposal or Service
Authorization, an Agreement will be formed authorizing Consultant to proceed with the Work as described.
(2) Performance by Consultant. Consultant will use all reasonable efforts to cause the Work to be performed by qualified
persons under the supervision of Consultant. Except as provided below, the Work will proceed in accordance with the
schedule included in this Agreement.
(3) Scope of Work. The scope of services set forth in this Agreement is based on facts known to Consultant at the time
Consultant signed the Proposal or Service Authorization, including, if applicable, information supplied by Client. For some
projects involving conceptual or process development services, scope may not be fully definable during initial phases. As the
project progresses, facts discovered may indicate that scope must be redefined. Consultant will promptly provide Client with
an amendment to this Agreement to recognize the additional information learned and changes in defining the scope and
pricing for the Work. Client will have fifteen (15) days after receiving the proposed amendment to sign and return the
amendment. If Client fails to sign and return the amendment within that time, Consultant may suspend work until satisfactory
arrangements are agreed to in writing by Consultant and Client.
(4) Coordination with Client. Consultant and Client shall cooperate in proceeding with the Work under the direction and
approval of the Client's Authorized Representative identified above, which representative or an alternate shall be available for
Consultant at all reasonable times. Consultant and Client, recognizing that time is of the essence, agree that oral
communications and instructions may be necessary. Consultant will, in the interest of the project, comply with such oral
instructions. However, Consultant will promptly confirm its receipt of the oral instructions by sending Client a written
memorandum by electronic or regular mail. The instructions will be deemed confirmed by the Client if the Consultant does not
receive written withdrawal of or changes to the instructions within five (5) days after Consultant sent the confirmation to
Client. If the instructions require changes in scope and pricing for the Work, Consultant will provide Client with an
amendment for signature. Client will provide Consultant with access to the property which is the subject of the Work, along
with all reports and other information which Client has concerning the Work.
(5) Charges for Work. Client will be charged for, and Client shall pay for without deduction or offset, the Work performed, in
accordance with Consultant's current schedule of charges, billing rates, and expense reimbursement policies. Work will be
limited by the amount included in the total of estimated costs stated in the proposal unless an increase is authorized in
writing by Client. Although Consultant's schedule of charges and billing rates is subject to periodic review and revision, the
current schedule will remain in effect for six months from the date a Proposal or Service Authorization is submitted by
Service Authorization
Page 3
Consultant. Changes in the scope of the Work must be made in writing and will be charged for in accordance with this
Agreement.
(6) Unanticipated Delays. Consultant shall not be liable for time delays or damages resulting from the actions or inactions of
government agencies, including but not limited to, permit processings, environmental impact reports, general plans and
amendments, and zoning matters. If the Work has not been completed in accordance with the schedule included in this
Agreement, through no fault of Consultant, and the parties agree to an extension of the schedule, the fee schedule will be
adjusted automatically to Consultant's current posted billing rates. Changes in a Client's Project Manager or changes in
government plans, policies, programs, or ordinances may be a basis for Consultant to submit an Amendment to this
Agreement addressing the impact of the change.
(7) Reimbursable Expenses. All of Consultant's expenses for document copying, FAX, delivery, travel, services, equipment and
facilities are charged to Client at Consultant's cost plus twelve and one-half percent (123%)
(8) Billing and Payment. Time is of the essence in payment of invoices. Consultant invoices for Work performed will be issued
at the close of each calendar month and upon completion of the Work. Any comments or questions which Client has
concerning the contents of an invoice or the Work represented by an invoice must be submitted to Consultant in writing
within fifteen (15) days after Client receives the invoice. If no such comments or questions are received by Consultant, the
Work represented and the invoice shall be considered correct and accepted by Client. If payment for an invoice is not received
by Consultant within forty-five (45) days after the date of the invoice, a reasonable late charge will be applied to all amounts
outstanding, commencing thirty (30) days after the date of the invoice and continuing monthly until all amounts have been
paid in full.
(9) Suspension or Termination. Either party may suspend or terminate the Work at any time upon seven (7) days' written
notice to the other party. Client shall pay all amounts due for the Work to the effective date of suspension or termination, plus
all costs incurred by Consultant as a result of the termination or suspension.
(10) Client Files. When the Work is completed or this Agreement is terminated and Consultant has been paid in full,
Consultant will, upon written request of Client, provide Client with all files reports and exhibits prepared by Consultant in
performing the Work, except computer programs or data prepared by or for Consultant in connection with the Work. Reuse
of any documents or other deliverables, including electronic media, pertaining to the project by Client for any purpose other
than that for which such documents or deliverables were originally prepared, or alteration of such documents or deliverables
Consultant's written consent, shall be at Client's risk. Client shall indemnify and defend against, and hold harmless from, all
claims, losses, liabilities, and expenses asserted against or incurred by Consultant arising out of or connected with any such
unauthorized reuse or alteration. Unless instructed otherwise in writing it is Consultant's policy to destroy Clients' files five (5)
years after the date of final billing for the Work.
(11) Limitation of Liability. Consultant shall be liable to Client only for losses incurred by Client which are directly caused by (a)
the acts or omissions of Consultant, in violation of this Agreement, and (b) willful misconduct or gross negligence of
Consultant. Consultant shall not be liable to Client for (a) delays caused by factors beyond the reasonable control of
Consultant, or (b) consequential damages. Consultant's liability to Client shall be further limited to the amount available from
Consultant's insurance, if any. Except for claims for indemnification, the time period for bringing claims under this agreement
expires one year after Consultant issues its final invoice for the Work.
(12) Insurance Cooperation. Client may, at Client's expense, obtain insurance to protect it against any risk resulting from this
Agreement or the Work, and Consultant will cooperate with Client in obtaining such insurance.
(13) Indemnity to Consultant. Client shall indemnify and defend against, and hold Consultant harmless from all claims, losses,
liabilities and expenses asserted against Consultant by third parties or incurred by Consultant as a result of such third party
assertions.
(14) Confidentiality. Consultant will take reasonable steps to protect the confidentiality of information obtained by Consultant
in performing the Work, when Client advises Consultant in writing of the confidential nature of such information. Consultant
may use Client's name in general descriptions of the Work and services performed by Consultant.
(15) Employee Solicitation. Neither Client nor Consultant shall offer to employ or employ any employee of the other during,
and for a period of six (6) months after termination of this Agreement.
(16) Settlement of Disputes. The parties will attempt in good faith to resolve any controversy or dispute arising out of or
relating to this Agreement promptly by negotiations. If any party reaches the conclusion that the controversy or dispute
cannot be resolved by unassisted negotiations, such party may notify the Judicial Arbitration and Mediation Service ("JAMS"),
500 North State College Boulevard, Suite 600, Orange, California 92668, (714) 939-1300. JAMS will promptly designate a
Service Authorization
Page 4
mediator who is independent and impartial, and JAMS' decision about the identity of the mediator will be final and binding.
The parties agree to conduct at least eight (8) consecutive hours of mediated negotiations within thirty (30) days after the
notice Is sent. If the dispute is not resolved by negotiation or mediation within thirty (30) days after the first notice to JAMS is
sent, then, upon notice by any party to the other affected parties and to JAMS, the controversy or dispute shall be submitted
to a sole arbitrator who is independent and impartial, selected by JAMS, for binding arbitration in accordance with JAMS'
Rules for Non -Administered Arbitration of Business Disputes. The parties agree that they will faithfully observe the terms of
this paragraph and will abide by and perform any award rendered by the arbitrator. The award or judgment of the arbitrator
shall be final and binding on all parties. No litigation or other proceeding may be instituted in any court for the purpose of
adjudicating, interpreting or enforcing any of the rights or obligations relating to the subject matter of this Agreement or for
the purpose of appealing any decision of an arbitrator, except a proceeding instituted for the sole purpose of having the
award of judgment of an arbitrator entered and enforced.
(17) Miscellaneous Provisions.
(a) Amendment. This Agreement may be changed only by a written amendment signed by Client and Consultant.
(b) Interpretation of Agreement. This Agreement shall be interpreted to give effect to its fair meaning and shall be construed
as though it was prepared by both parties. This Agreement contains the entire agreement of Client and Consultant, and all
prior negotiations, documents, and discussions are superseded by this Agreement. The parties acknowledge there are no
applicable representations, warranties, or terms which are not stated in this Agreement. The invalidity of any provision of this
Agreement shall not affect the validity of any other provision of this Agreement. Section headings are for convenience and
shall not be used in interpreting this Agreement.
(c) References. All references to this Agreement include reference to all amendments to this Agreement. All references to the
Work Include references to all or a part of the Work. References to Client or Consultant include, bind, and inure to the benefit
of, their officers, agents, employees, successors in interest and assignees.
(d) Time and Excusable Delays. Reference to days in this Agreement means consecutive calendar days including weekends
and holidays. The time for performance of an obligation, other than the payment of money, shall be extended for the period
during which a party is prevented from performing by the act or omission of the other party, acts of God, government or
other force or event beyond the reasonable control of such party.
(e) Counterparts. This Agreement may be executed in multiple counterparts all of which shall be one and the same
Agreement.
(f) Attorneys' Fees. If any action is commenced to enforce or interpret the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees and expenses, in addition to other relief as the court may award.
(g) Prohibition of Assignment. No right or remedy under this Agreement may be assigned by any party. Any attempted
assignment shall be void.
(h) Notices. All notices required or allowed shall be in writing and shall be sent to the addresses shown at the beginning of
this Agreement. A party may change its address for notices and consents by giving notice to the other party. Notice may be
delivered by personal delivery, facsimile transmission during normal business hours of the recipient, an overnight delivery
service, or U.S. Mail sent certified with return receipt requested. Notices and consents are effective on the earlier of the date
received, the date of the delivery receipt, or the date delivery is refused, as applicable.
-r,- _r- / d>
Date:
S 7-/D
Date:
P.O. Box1504
LA QUINTA, CALIFORNIA 92247-1504
78-495 CALLE TAMFICo
LA QUINTA, CALIFORNIA 92253
October 29, 2010
Mr. Colin Drukker, Senior Planner
The Planning Center
1580 Metro Drive
Costa Mesa, CA 92626
(760) 777-7000
FAX (760) 777-7101
SUBJECT: 2008 LA QUINTA HOUSING ELEMENT UPDATE CONTRACT
Dear Mr. Drukker:
This is to formally notify you that on October 19, 2010, the La Quinta City Council
did authorize the City Manager to.execute a contract extension with The Planning
Center, to complete the 2608 La Quinta Housing Element Update. The current
contract expires on October 31, 2010, and will be extended, as recommended by
staff, to June 30, 2011.
By execution of this letter, as the Contract Officer acting under authority of the
City Manager, the current contract is hereby extended as provided herein. Should
you have any questions regarding this letter, please contact me at 760-777-7125.
A
Very tru
es J0 son
Planning Director
LJ/wn
c: Wally Nesbit, Principal Planner