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2012 07 03 HAT F U S OF Housing Authority agendas and staff reports are available on the City's web site: www.la-quinta.org HOUSING AUTHORITY AGENDA CITY COUNCIL CHAMBERS 78-495 Calle Tampico I La Quinta, California SPEC/AL MEETING TUESDAY, JULY 3, 2012 AT 4:00 P.M. Beginning Resolution No. HA 2012-006 CALL TO ORDER Roll Call: Board Members: Adolph, Franklin, Henderson, Osborne and Chairperson Evans VERBAL ANNOUNCEMENT — AB 23 [CITY CLERK] PUBLIC COMMENT At this time members of the public may address the Housing Authority on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. CONFIRMATION OF AGENDA APPROVAL OF MINUTES 1. APPROVAL OF MINUTES OF JUNE 19, 2012 CONSENT CALENDAR NOTE: Consent Calendar items are routine in nature and can be approved by one motion. 1. ADOPTION OF A RESOLUTION APPROVING THE FISCAL YEAR 2012/2013 CITY OF LA QUINTA BUDGET AND ESTABLISHING THE CITY'S APPROPRIATION LIMIT 001 HOUSING AUTHORITY AGENDA 1 JULY 3, 2012 2. APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH THE TALL MAN GROUP FOR PROJECT MANAGEMENT OF THE WASHINGTON STREET APARTMENTS REHABILITATION PROJECT 3. APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH THE ALTUM GROUP FOR ENGINEERING SERVICES RELATED TO THE WASHINGTON STREET APARTMENTS REHABILITATION PROJECT 4. APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH RGA LANDSCAPE FOR LANDSCAPE ARCHITECTURE SERVICES RELATED TO THE WASHINGTON STREET APARTMENTS REHABILITATION PROJECT BUSINESS SESSION — NONE CHAIR AND BOARD MEMBERS' ITEMS — NONE PUBLIC HEARINGS — NONE ADJOURNMENT The next regular meeting of the Housing Authority will be held on July 17, 2012 at 4:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253. DECLARATION OF POSTING I, Susan Maysels, Interim City Clerk of the City of La Quinta, do hereby declare that the foregoing agenda for the La Quinta Housing Authority was posted on the outside entry to the Council Chamber at 78-495 Calle Tampico and on the bulletin boards at 51-321 Avenida Bermudas and 78-630 Highway 111, on June 29, 2012. DATED: June 28, 2012 SUSAN MAYSELS, Inte m City Clerk City of La Quinta, California Public Notice Any writings or documents provided to a majority of the Housing Authority regarding any item on this agenda will be made available for public inspection at the City Clerk counter at City Hall located at 78-495 Calle Tampico, La Quinta, California, 92253, during normal business hours. HOUSING AUTHORITY AGENDA 2 JULY 3, 2012 002 S GF`y OF NOTICE AND CALL OF SPECIAL MEETING OF THE LA QUINTA HOUSING AUTHORITY TO THE MEMBERS OF THE HOUSING AUTHORITY OF THE CITY OF LA QUINTA AND TO THE CITY CLERK: NOTICE IS HEREBY GIVEN that a special meeting of the Housing Authority of the City of La Quinta is hereby called to be held on July 3, 2012 starting at'4:00 p.m. at La Quinta City Hall, 78-495 Calle Tampico, La Quinta, California. Said special meeting shall be for the purpose of (1) adopting a resolution approving the fiscal year 2012/13 budget, (2) approving four professional services agreements for services related to the Washington Street Apartments rehabilitation project. Dated: % • Z$ • 2.41 z, Attest: Lil'� Susan Maysels Interim Housing Authority Secretary / Linda Evans / $ LINDA EVANS, Chairperson DECLARATION OF POSTING I, Susan Maysels, Interim La Quinta Housing Authority Secretary, do hereby declare that the foregoing agenda for the Special La Quinta Housing Authority meeting of July 3, 2012, was posted on the outside entry to the Council Chamber at 78-495 Calle Tampico and on the bulletin boards at 51-321 Avenida Bermudas and 78-630 Highway 111 on June 29, 2012. DATED: June 28, 2012 Susan Maysels, InterimPSecretary La Quinta Housing Authority 003 HOUSING AUTHORITY 1 July 3, 2012 4 lwQu&r�, CITY/SA HBTA MEETING DATE: July 3, 2012 ITEM TITLE: Adoption of a Resolution Approving the Fiscal Year 2012/2013 La Quinta Housing Authority Budget RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: _ CONSENT CALENDAR: I =. STUDY SESSION: PUBLIC HEARING: Adopt a Resolution of the La Quinta Housing Authority approving the Fiscal Year 2012/2013 La Quinta Housing Authority Budget. SEE CITY COUNCIL STAFF REPORT .,.6 004 RESOLUTION NO. HA 2012- A RESOLUTION OF THE LA QUINTA HOUSING AUTHORITY APPROVING A BUDGET FOR FISCAL YEAR 2012/2013 WHEREAS, each year the La Quinta Housing Authority adopts a Budget for Revenues and Expenditures for the upcoming Fiscal Year; and WHEREAS, the Housing Authority desires to make provisions for a level of services commensurate with the needs of the City; and WHEREAS, the Housing Authority has reviewed said budget and has had several public meetings to receive public input; and WHEREAS, the Housing Authority has, after due deliberation and consideration, made such amendments in the proposed budget as it considers desirable; and NOW, THEREFORE, BE IT RESOLVED by the La Quinta Housing Authority to adopt, as follows: SECTION 1. The Fiscal Year 2012/2013 Budget which is on file with the La Quinta Housing Authority Secretary is hereby approved. SECTION 2. Continuing Appropriations which remain unspent and were authorized by Council in Fiscal Year 201 1 /2012 are approved in the Fiscal Year 2012/2013 Budget in an amount not to exceed $65,000 (Exhibit A). SECTION 3. Budget adjustment procedures are approved as follows: A. Additional appropriations and the transfer of cash or unappropriated fund balance from one fund to another shall be made only upon Housing Authority approval. B. Transfers of budgeted appropriations between divisions or capital projects shall be made only upon Housing Authority approval. C. Transfers of budgeted appropriations between accounts within a division or capital project may be made with the approval of the Executive Director or his designee. D. Prior year budget continuing Appropriations and Encumbrances for unexpended capital project appropriations remaining from uncompleted prior year capital projects shall be made with .,.N.� . 005 Resolution No. HA 2012- Budget Approval FY 2012/2013 Adopted: July 3, 2012 Page 2 Executive Director approval. These carry-over appropriations are for prior year Housing Authority approved capital projects and shall not exceed the approved project budget. SECTION 4. The Executive Director shall render a monthly report to the Housing Authority on the status of City operations as it relates to the approved budget and any amendments thereto. PASSED, APPROVED, and ADOPTED at a regular meeting of the La Quinta Housing Authority held on this 3rd day of July, 2012, by the following vote: AYES: NOES: ABSENT: ABSTAIN: LINDA EVANS, Chairperson La Quinta Housing Authority ATTEST: SUSAN MAYSELS, Interim Secretary La Quinta Housing Authority (AUTHORITY SEAL) Resolution No. HA 2012- Budget Approval FY 2012/2013 Adopted: July 3, 2012 Page 3 APPROVED AS TO FORM: M. KATHERINE JENSON, Attorney La Quinta Housing Authority ..0 007 EXHIBIT A La Quints Housing Authority Fiscal Year 2011112 Continuing Appropriations/Encumbrances - Note 1 25-Jun-12 Aa nresnnfnd in Rudnc/ rinoimnnln Department Account Description Continuing A ro riation Encumbrances Total Housing Authority PA 1 241-9101-705.51-43 Total 53-645 Avenida Navarro 2nd Trust Deed 65,000 65,000 65,000 0 65,000 Housing Authority PA 2 Total Total Housing Authority 65,000 0 66,000 Note 1 - The appropriations and encumbrances listed will be adjusted to reflect actual expenditures as of June 30, 2012 in Fiscal Year 2011-2012 a 008 cedf 4 4 a" CITY / SA HA FA MEETING DATE: July 3, 2012 AGENDA CATEGORY: ITEM TITLE: Approval of a Professional Services BUSINESS SESSION: Agreement with Tall Man Group for Project Management of the Washington Street Apartments Rehabilitation CONSENT CALENDAR: Project STUDY SESSION: PUBLIC HEARING: RECOMMENDATION: Approve a Professional Services Agreement with Tall Man Group for project management services related to the Washington Street Apartments Rehabilitation Project and authorize the Executive Director to execute the Agreement subject to any final revisions authorized by the La Quinta Housing Authority Counsel. FISCAL IMPLICATIONS: The proposed contract amount with Tall Man Group is for a total of up to $785,200. The payments under this contract would have to be consistent with the approved Recognized Obligation Payment Schedule ("ROPS"). That schedule authorizes expenditures of up to $40,000 per month for the time period between July and December 2012. The source of the payments will be the 2004 Housing Bond Proceeds. Payments in 2013 will be subject to approval on the updated BOPS. If the funding is not approved as part of the BOPS process, the contract will be terminated. This contract amount includes $728,200 for overall project management, plus $57,000 for additional sub consultants (Attachment 1). The funding has been appropriated for this project. BACKGROUND AND OVERVIEW: The former redevelopment agency engaged RSG to act as project manager for the Washington Street Apartments Rehabilitation Project. Jon McMillen performed much of the work as a contractor to RSG. RSG conducted a Request for Proposal process to select a development team, consisting of an architectural firm, civil engineering firm, and landscape design firm. The project is fully entitled, and the team was ready to move into construction drawings when redevelopment was dissolved. The project was 009 placed on hold temporarily so staff could work through the ABx1 26 process. In early June 2012, the Successor Agency to the La Quinta Redevelopment Agency, the Housing Authority, and the Oversight Board of the Successor Agency to the La Quinta Redevelopment Agency adopted resolutions approving the implementation of the Washington Street Apartments Rehabilitation Project, and approving the use of 2003 tax-exempt and 2011 taxable housing bond proceeds to fund the project. The Oversight Board's action, along with an amended Recognized Obligation Payment Schedule was sent to the State Department of Finance ("DOV) on June 6, 2012. To date, staff has not received any response from the DOF regarding this action; therefore, according to the provisions of ABx1 26, the action is deemed approved. Staff is proceeding cautiously with the project, moving into construction drawings. Because the project management agreement between the former RDA and RSG has been terminated, the Housing Authority must enter into new agreements with the design team. Jon McMillen, principal of Tall Man Group, was a sub -consultant under RSG, acting as project manager. For the sake of consistency, staff recommends hiring the same consultants. This agreement is with the project manager, Tall Man Group, and does contain a provision whereby the agreement can be terminated for any reason at any time by the Housing Authority with a 30-day notice. Thus, the Agreement can be terminated if the State makes a determination that the bond funds can no longer be used for this project. The Housing Authority is not required to competitively bid service contracts. However, as a matter of policy, both the former RDA and the Housing Authority have followed the City's service procurement procedures. Section 3.32.050 Exceptions to the Procedures Prescribed in Sections 3.32.010 and 3,32.030 paragraph "C" states that "the City Council may authorize award and execution of service contracts with no competitive proposals where experience with the proposed service provider has demonstrated competence and satisfactory performance or in the renewal or renegotiation of existing contracts for continuing services." FINDINGS AND ALTERNATIVES: The alternatives available to the Housing Authority include: 1. Approve a Professional Services Agreement with Tall Man Group for engineering services related to the Washington Street Apartments Rehabilitation Project and authorize the Executive Director to execute the Agreement subject to any final revisions authorized by the Authority Counsel; or 2. Provide staff With alternative direction. '.0 010 Respectfully submitted, Debbie Powell Economic Development/Housing Manager Approved for submission by: 2nk . p cek, Executive Director Attachment: 1. Professional Services Agreement with Tall Man Group ATTACHMENT 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the LA QUINTA HOUSING AUTHORITY, ("Housing Authority"), a public body, corporate and politic, and Tall Man Group ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Washington Street Apartments Rehabilitation Project, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or .work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the Housing Authority and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted, itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should. Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Housing Authority, Consultant shall immediately inform Housing Authority of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 012 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Housing Authority, except such losses or damages as may be caused by Housing Authority's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to Housing Authority, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to Housing Authority that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2 ^ 013 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with Exhibit "B" (the "Schedule of Compensation") in a total amount not to exceed Seven hundred eight five thousand, two hundred Dollars ($785,200) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation is set forth in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." In addition, the rate of compensation shall not exceed the amounts authorized for the Washington Street Apartments Rehabilitation Project in the approved Recognized Obligation Payment Schedule. 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both Housing Authority and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta Housing Authority. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to Housing Authority no later than the tenth (10th) working day of such month, in the form approved by Housing Authority's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. Housing Authority will pay Consultant for all expenses stated thereon which are approved by Housing Authority pursuant to this Agreement no later than thirty (30) days after invoices are received by the Housing Authority's Finance Department. 3 .,.a 014 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 Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than Housing Authority, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. The term of this agreement shall commence on July 9, 2012 and terminate on December 31, 2015 (initial term), unless terminated earlier in accordance with Section 8.7 or 8.8. This agreement may be extended for one additional year(s) upon mutual agreement by both parties (extended term). 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Jon McMillen, Principal It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for Housing Authority to enter into this Agreement. Therefore, the foregoing principals 4 N 015 shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of Housing Authority. 4.2 Contract Officer. The Contract Officer shall be Frank J. Spevacek, Housing Authority Executive Director or such other person as may be designated by the Executive Director of Housing Authority. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by Housing Authority to the Contract Officer. Unless otherwise specified herein, any approval of Housing Authority required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Housing Authority to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of Housing Authority. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of Housing Authority. 4.4 Independent Contractor. Neither Housing Authority nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of Housing Authority and shall remain at all times as to Housing Authority a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Housing Authority. 4.5 Housing Authority Cooperation. Housing Authority shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by Housing Authority. 5 016 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither Housing Authority nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming Housing Authority and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by Housing Authority prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-:Vl: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) 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 6 _..d 017 primary for losses arising out of Consultant's performance hereunder and neither Housing Authority nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to Housing Authority of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify Housing Authority, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies Housing Authority may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Housing Authority may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any 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 Housing Authority 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. 7 .a 018 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and Housing Authority agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds Housing Authority, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against Housing Authority regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the Housing Authority or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Housing Authority and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the Housing Authority, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect Housing Authority's protection without Housing Authority's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to Housing Authority at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event 8 019 such insurance is canceled at any time and no replacement coverage is provided, Housing Authority has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by Housing Authority shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at Housing Authority option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to Housing Authority. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to Housing Authority for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to Housing Authority. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the Housing Authority. At that time the Housing Authority shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The Housing Authority reserves the right at any time during the term of the contract to change the amounts and types of in required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Housing Authority will negotiate additional compensation proportional to the increased benefit to Housing Authority. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 9 020 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of Housing Authority to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on Housing Authority nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as Housing Authority, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until Housing Authority executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to Housing Authority within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to Housing Authority, its employees, officials and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Housing Authority or Consultant for the cost of additional insurance coverage 10 ,.n 021 required by this agreement. Any such provisions are to be deleted with reference to Housing Authority. It is not the intent of Housing Authority to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Housing Authority for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to Housing Authority of any claim or loss against Consultant arising out of the work performed under this agreement. Housing Authority assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Housing Authority. 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless Housing Authority and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred, in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (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 A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless Housing Authority, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and 1 1 .A 022 costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of Housing Authority to monitor compliance with these requirements imposes no additional obligations on Housing Authority and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Housing Authority as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of Housing Authority under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless Housing Authority for liability attributable to the active negligence of Housing Authority, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where Housing Authority is shown to have been actively negligent and where Housing Authority's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of Housing Authority. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless Housing Authority and Housing Authority's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without 12 023 limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of Housing Authority and shall be delivered to Housing Authority upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by Housing Authority of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to Housing Authority any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify Housing Authority for all damages suffered thereby. In the event Housing Authority or any person, firm or corporation authorized by Housing Authority reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and 13 .,ib 024 materials, Housing Authority hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of Housing Authority, except as required by law or as authorized by Housing Authority. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, Housing Authority may take such immediate action as Housing Authority deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Housing Authority's right to terminate this Agreement without cause pursuant to Section 8.7. 8.3 Retention of Funds. Housing Authority may withhold from any monies payable to Consultant sufficient funds to compensate Housing Authority for any losses, costs, liabilities, or damages it reasonably believes were suffered by Housing Authority due to the default of Consultant in the performance of the services required by this Agreement. 14 ,n 025 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. Housing Authority's consent or approval of any act by Consultant requiring Housing Authority's consent or approval shall not be deemed to waive or render unnecessary Housing Authority's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. Housing Authority reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. Consultant recognizes that the use of the funding designated for this Agreement is subject to approval 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, Housing Authority may, after compliance with the provisions of Section 8.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that Housing Authority shall use reasonable efforts to mitigate such damages), and Housing Authority may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed Housing Authority as previously stated in Section 8.3. 15 a 026 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9.0 HOUSING AUTHORITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of Housing Authority Officers and Employees. No officer or employee of Housing Authority shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by Housing Authority or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of Housing Authority shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. 16 u 027 To Housing Authority: LA QUINTA HOUSING AUTHORITY Attention: Frank Spevacek Executive Director 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: TALL MAN GROUP Attention: Jon McMillen, Principal 74020 Alessandro, Suite E Valley Center, CA 92260 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic Frank J. Spevacek, Executive Director ATTEST: Susan Maysels, Housing Authority Secretary Date 17 -,n 028 APPROVED AS TO FORM: M. Katherine Jenson, Housing Authority Counsel CONSULTANT: By: Name: Title: 18 -.n 029 Exhibit A SCOPE OF WORK This is TMG's Work Program to complete construction documents, entitlement, bid preparation, resident relocation, construction management and final disposition activities pertaining to a two phased, affordable senior housing development located at the corner of Washington Street and Hidden River Road in the City of La Quinta. The La Quinta Housing Authority owns the 72 unit apartment complex (Apartments) that is in need of substantial rehabilitation; further, the site can accommodate 26 new multi -family dwellings (New Dwellings) and a community building. In order to substantially rehabilitate the Apartments, the New Dwellings must first be constructed so that the very -low income residents of the Apartments may be temporarily relocated to the New Dwellings. The New Dwellings combined with the rehabilitated Apartments will preserve and expand the community's affordable housing inventory. Per the following Work Program TMG will assume full oversight of this endeavor, working as an independent third party contractor. In this capacity, the TMG Project Team will: ■ Manage the design and engineering services to finalize construction plans and specifications. • Prepare cost estimates and construction schedules during the design process. ■ Meet with the Housing Authority's Washington Street Apartment Project Team to review design details, cost estimates and timelines, and monitor construction and rehabilitation activities. • Meet with Rural Development (RD) to review project details and process necessary applications and gain approvals. • Define future disposition, locate and secure funding sources. • Prepare and implement a temporary relocation plan. ■ Process and secure entitlements including RD. • Apply for and attempt to secure Low Income Housing Investment Tax Credits. • Finalize construction documents and manage bid process. ■ Provide complete construction management services for rehabilitation and new construction. ■ Facilitate temporary relocation of all existing apartment residents. • Coordinate and manage the final disposition of the property. WORK PROGRAM As part of its continued effort to increase and improve the community's supply of affordable housing, the Agency purchased the Apartments which feature RD financing and operating covenants. Per the RD operating covenants, the Apartments must be affordable to extremely low and very low income senior, and disabled adult households. The Apartments were constructed in 1980 and need substantial rehabilitation to address health, safety and performance issues, and to extend their lifecycle. 'The site included vacant land that may .1 030 accommodate the New Dwellings and a community building. The New Dwellings will facilitate the temporary relocation of residents during a three phased rehabilitation of the Apartments. This Work Program was prepared through consultation with engineers, designers, and RD, and relied on our extensive knowledge of the site and buildings as experienced during the property acquisition and initial design development phase. Building and Site Improvement Plans Site and building surveys combined with review of the existing building inspection reports indicated several safety and deferred maintenance items that have been addressed through design development and early entitlement phase of plans. The identified deficiencies include existing site accessibility, dry rot and termite damage, roofing, inefficient and failing windows, electrical and plumbing fixtures, appliances, HVAC and water heating systems, cabinetry, counters, and floor coverings. Plans have been developed to address rehabilitation of existing units and site in combination with adjacent new construction. Landscape plans have been developed to improve site accessibility, reduce existing paved surface area, and enhance outdoor community space. Durability, energy and water efficiency, and indoor air quality are guiding principals followed during the design process. (Designing and engineering these improvements required architecture and engineering services.) TMG will continue to assist and/or manage the required professionals. Completing construction drawings and specifications and securing RD approval will require various architecture and engineering services being contracted by the Authority and assisted and/or managed by TMG. Additional consultants and testing services along with associated costs is included in the Anticipated Cost section of this Scope of Services. For contracts over $5,000 TMG will obtain a minimum of 3 bids. They will be evaluated based upon their work program, qualifications, local experience and presence, references and fee. The selection committee will be the TMG Project Team. Once retained, TMG would then work with these firms (Design Team) to generate construction drawings and specifications and bid documents. During the construction documents phase we would meet with Housing Authority staff to review the rehabilitation options, and their associated cost and schedule. A new sewer alignment and associated easements with adjoining property owners needs to be negotiated and finalized as it was not completed prior to the project being suspended. The Design Team would then, in conjunction with staff, process the plans through RD (RD will, at a minimum, require preliminary and final approval from RD's Architect, approval for changes to property lines and unit counts, approval of financing and any changes of ownership. These approvals must occur at both the local and national offices.) and obtain final RD approval, as well approval from the City's various reviewing boards and commissions, where applicable. Low- and Moderate- Income Tax Credit Financin_p TMG's initial review of available financing indicates that the rehabilitation and development activities would qualify for 4% Low and Moderate Income Tax Credit Financing (Tax Credits). As part of our initial activities, TMG would work with National CORE and other tax credit ,11 031 syndicators to conclusively determine if this development could obtain tax credit funding. If so, TMG would then work with the selected non-profit entity to apply for, and attempt to secure Tax Credits. Since this property is owned by the La Quinta Housing Authority (Authority), the Authority may elect to serve as the non-profit entity to secure Tax Credits. Tenant Interviews and Temporary Relocation In conjunction with the site and building evaluation, TMG will conduct interviews with the residents to determine specific needs that they might have during the anticipated 120 day temporary relocation while under construction. This information will be critical in the preparation of a relocation plan and refining a budget. Prior to unit rehabilitation TMG will coordinate and assist with moving 73-residents and onsite management to new units and back again. Additionally TMG will coordinate and secure necessary approvals with Rural Development in order preserve the existing rental subsidies. Construction Management TMG will provide budgeting, construction estimates and manage the bidding process of up to three phases of rehabilitation and construction plans. Upon award of the construction contracts TMG will insure contractor has produced and is in compliance with all contract requirements as identified within bid documents, including prevailing wage requirements. Prior to mobilization, TMG will conduct a pre -construction meeting, and will review, develop and coordinate proposed project methods and scheduling. Once the contractor is mobilized we will serve as the construction manager overseeing the contractor's work, coordinating with the property manager and tenants, processing payment requests, conducting employee and resident interviews, addressing construction document interpretation issues, processing and monitoring change orders, maintaining and preparing required RD documentation, ensuring that the improvements are built in accordance with the plans and specifications, monitor prevailing wage requirements, and process closeout requirements. In addition TMG will retain specific consultants and testing firms to complete course of construction services and include their costs as part of this work program. Final Disposition TMG will work with the Housing Authority's Project Team and RD to identify disposition options the Authority may consider once the new construction and substantial rehabilitation is complete. RD is a critical player in this decision since they must accept and approve any ownership change. Discussions with RD staff indicate that if new entities are added to the current Authority ownership, this process may require up to 12 months to process. If the Authority elected to transfer the completed project to another entity, that process could take up to 24 months to compete. PROJECT TEAM I would serve as the Project Manager for this engagement overseeing and managing the entire team and their respective responsibilities. Brandon Fender would oversee and perform completion of construction drawings and specifications, required RD applications, easement A 032 negotiations, assembly of bid documents and construction management. An additional member of our team would be responsible for temporary residential relocation. ANTICIPATED COST TMG proposes to provide the services listed in this Work Program on a time and materials basis for a fee not to exceed $785,200. This fee includes the costs of sub consultants and testing services as detailed below. Tall Man Group Inc. ("TMG") Sub Consultants Total Construction Document Phase $ 25,000 Program Development RD. 20,000 Entitlement Process including RD 20,000 Relocation 144,000 Construction Management 499,200 Final Disposition 20,000 Total TMG $ 728,200 Soils Report and Testing 32,000 Acoustical Consultant 10,000 Waterproofing Consultant 7,000 Solar Consultant 8,000 Total Sub Consultants $ 57,000 $ 786,200 TMG's services would be charged on a time and materials basis per the hourly rate schedule detailed in Exhibit B. The sub -consultant cost would be charged at their direct cost without an overhead or invoice processing surcharge. .0 033 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Seven hundred eighty-five thousand two hundred dollars ($785,200) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. Schedule of Compensation attached. Is 034 Exhibit B SCHEDULE OF COMPENSATION Principal $ 165 Senior Associate $ 145 Associate $ 130 Senior Analyst $ 110 Analyst $ 95 Research Assistant $ 85 Technician $ 70 Clerical $ 60 Reimbursable Expenses Cost plus 10% TMG does not charge clients for mileage, parking, standard telephone/fax expenses, general postage or incidental copies. However, we do charge for messenger services, overnight shipping/express mail costs and teleconferencing services. We also charge for copies of reports, documents, notices, and support materials in excess of five (5) copies. These costs are charged back at the actual expense plus a 10% surcharge. TMG issues monthly invoices payable within 30 days, unless otherwise agreed upon in advance. Invoices identify tasks completed to date, hours expended and the hourly rate. 0 035 Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement. It is anticipated the project will be completed by July 31, 2015; however, the schedule may be delayed due to unforeseen circumstances related to the USDA -Rural Development, or the State of California. Therefore, the Agreement term includes an option for a one-year extension. 036 T'df 4 4 a" CITY / SA HA FA MEETING DATE: JUIV 3, 2012 ITEM TITLE: Approval of a Professional Services Agreement with the Altum Group for Engineering Services Related to the Washington Street Apartments Rehabilitation Project RECOMMENDATION: AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: Approve a Professional Services Agreement with the Altum Group for engineering services related to the Washington Street Apartments Rehabilitation Project and authorize the Executive Director to execute the Agreement subject to any final revisions authorized by the La Quinta'Housing Authority Counsel. FISCAL IMPLICATIONS: The proposed contract amount with the Altum Group is for a total up to $146,250 (Attachment 1). The payments under this contract would have to be consistent with the approved Recognized Obligation Payment Schedule ("ROPS"). That schedule authorizes expenditures of up to $40,000 per month for the time period between July and December 2012. The source of the payments will be the 2004 Housing Bond Proceeds. Payments in 2013 will be subject to approval on the updated BOPS. If the funding is not approved as part of the BOPS process, the contract will be terminated. The funding has been appropriated for this project. BACKGROUND AND OVERVIEW: The former redevelopment agency engaged RSG to act as project manager for the Washington Street Apartments Rehabilitation Project. As such, RSG conducted a Request for Proposal process to select a development team, consisting of an architectural firm, civil engineering firm, and landscape design firm. The project is fully entitled, and the team was ready to move into construction drawings when redevelopment was dissolved. The project was placed on hold temporarily so staff could work through the ABx1 26 process. 037 In early June 2012, the Successor Agency to the La Quinta Redevelopment Agency, the Housing Authority, and the Oversight Board of the Successor Agency to the La Quinta Redevelopment Agency adopted resolutions approving the implementation of the Washington Street Apartments Rehabilitation Project, and approving the use of 2003 tax-exempt and 2011 taxable housing bond proceeds to fund the project. The Oversight Board's action, along with an amended Recognized Obligation Payment Schedule was sent to the State Department of Finance ("DOF") on June 6, 2012. To date, staff has not received any response from the DOE regarding this action; therefore, according to the provisions of ABx1 26, the action is deemed approved. Staff is proceeding cautiously with the project, moving into construction drawings. Because the project management agreement between the former RDA and RSG has been terminated, the Housing Authority must enter into new agreements with the design team. For the sake of consistency, staff recommends hiring the same consultants. This agreement is with the engineering firm, the Altum Group, and does contain a provision whereby the agreement can be terminated for any reason at any time by the Housing Authority with a 30-day notice. Thus, the Agreement can be terminated if the State makes a determination that the bond funds can no longer be used for this project. The Housing Authority is not required to competitively bid service contracts. However, as a matter of policy, both the former RDA and the Housing Authority have followed the City's service procurement procedures. Section 3.32.050 Exceptions to the Procedures Prescribed in Sections 3.32.010 and 3.32.030 paragraph "C" states that "the City Council may authorize award and execution of service contracts with no competitive proposals where experience with the proposed service provider has demonstrated competence and satisfactory performance or in the renewal or renegotiation of existing contracts for continuing services." FINDINGS AND ALTERNATIVES: The alternatives available to the Housing Authority include: 1. Approve a Professional Services Agreement with the Altum Group for engineering services related to the Washington Street Apartments Rehabilitation Project and authorize the Executive Director to execute the Agreement subject to any final revisions authorized by the Housing Authority Counsel; or 2. Provide staff with alternative direction. Respectfully submitted, Debbie Powell Economic Development/Housing Manager N. U1 3 8 Approved for submission by: rank pe ek, Executive Director Attachment: 1. Professional Services Agreement with the Altum Group ATTACHMENT 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the LA QUINTA HOUSING AUTHORITY, ("Housing Authority"), a public body, corporate and politic, and The Altum Group ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Washington Street Apartments Rehabilitation Project, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the Housing Authority and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Housing Authority, Consultant shall immediately inform Housing Authority of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 040 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Housing Authority, except such losses or damages as may be caused by Housing Authority's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to Housing Authority, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to Housing Authority that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2 ,n 041 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 One Hundred Forty -Six Thousand Two Hundred Fifty Dollars ($ 146,250 ) (the "Contract Sum"), except as provided in Section 1.6. The method of compensation is set forth in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." In addition, the rate of compensation shall not exceed the amounts authorized for the Washington Street Apartments Rehabilitation Project in the approved Recognized Obligation Payment Schedule. 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both Housing Authority and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta Housing Authority. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to Housing Authority no later than the tenth (10th) working day of such month, in the form approved by Housing Authority's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. Housing Authority will pay Consultant for all expenses stated thereon which are approved by Housing Authority pursuant to this Agreement no later than thirty (30) days after invoices are received by the Housing Authority's Finance Department. 3 042 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 Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than Housing Authority, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. The term of this agreement shall commence on July 9, 2012 and terminate on July 31, 2015 (initial term), unless terminated earlier in accordance with Section 8.7 or 8.8. This agreement may be extended for one additional year(s) upon mutual agreement by both parties (extended term). 4.0 COORDINATION OF WORK 4.1 -Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Doug Franklin, P.E., Vice President It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for Housing Authority to enter into this Agreement. Therefore, the foregoing principals 4 1 1 043 shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of Housing Authority. - 4.2 Contract Officer. The Contract Officer shall be Frank J. Spevacek, Housing Authority Executive Director or such other person as may be designated by the Executive Director of Housing Authority. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by Housing Authority to the Contract Officer. Unless otherwise specified herein, any approval of Housing Authority required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Housing Authority to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of Housing Authority. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of Housing Authority. 4.4 Independent Contractor. Neither Housing Authority nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of Housing Authority and shall remain at all times as to Housing Authority a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Housing Authority. 4.5 Housing Authority Cooperation. Housing Authority shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by Housing Authority. 5 044 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither Housing Authority nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming Housing Authority and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by Housing Authority prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A-:Vl: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) 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 6 41 ) 045 primary for losses arising out of Consultant's performance hereunder and neither Housing Authority nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to Housing Authority of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify Housing Authority, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies Housing Authority may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Housing Authority may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any 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 Housing Authority 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. 7 1 ' 046 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and Housing Authority agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds Housing Authority, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. —Consultant agrees to waive subrogation rights against Housing Authority regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the Housing Authority or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Housing Authority and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the Housing Authority, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect Housing Authority's protection without Housing Authority's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to Housing Authority at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, Housing Authority has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by Housing Authority shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at Housing Authority option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor,, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to Housing Authority. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage' and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to Housing Authority for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to Housing Authority. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the Housing Authority. At that time the Housing Authority shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The Housing Authority reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Housing Authority will negotiate additional compensation proportional to the increased benefit to Housing Authority. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 9 048 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of Housing Authority to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on Housing Authority nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as Housing Authority, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until Housing Authority executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications. applicable to the renewing or new coverage must be provided to Housing Authority within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to Housing Authority, its employees, officials and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Housing Authority or Consultant for the cost of additional insurance coverage 10 .,II.J., 049 required by this agreement. Any such provisions are to be deleted with reference to Housing Authority. It is not the intent of Housing Authority to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Housing Authority for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to Housing Authority of any claim or loss against Consultant arising out of the work performed under this agreement. Housing Authority assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Housing Authority. 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless Housing Authority and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (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 A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless Housing Authority, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and 11 u..1 050 costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of Housing Authority to monitor compliance with these requirements imposes no additional obligations on Housing Authority and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Housing Authority as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without affecting the rights of Housing Authority under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless Housing Authority for liability attributable to the active negligence of Housing Authority, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where Housing Authority is shown to have been actively negligent and where Housing Authority's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of Housing Authority. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless Housing Authority and Housing Authority's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without 12 - .1 .51 limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of Housing Authority and shall be delivered to Housing Authority upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by Housing Authority of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all sub Icontractors to assign to Housing Authority any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, (Consultant shall indemnify Housing Authority for all damages suffered thereby. In the event Housing Authority o� any person, firm or corporation authorized by Housing Authority reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and 13 n.J i 052 materials, Housing Authority hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of Housing Authority, except as required by law or as authorized by Housing Authority. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, Housing Authority may take such immediate action as Housing Authority deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Housing Authority's right to terminate this Agreement without cause pursuant to Section 8.7. 8.3 Retention of Funds. Housing Authority may withhold from any monies payable to Consultant sufficient funds to compensate Housing Authority for any losses, costs, liabilities, or damages it reasonably believes were suffered by Housing Authority due to the default of Consultant in the performance of the services required by this Agreement. 14 a;�;11 053 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. Housing Authority's consent or approval of any act by Consultant requiring Housing Authority's consent or approval shall not be deemed to waive or render unnecessary Housing Authority's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be. in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. Housing Authority reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. Consultant recognizes that the use of the funding designated for this Agreement is subject to approval. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, Housing Authority may, after compliance with the provisions of Section 8.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that Housing Authority shall use reasonable efforts to mitigate such damages), and Housing Authority may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed Housing Authority as previously stated in Section 8.3. 15 �.� c54 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9.0 HOUSING AUTHORITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of Housing Authority Officers and Employees. No officer or employee of Housing Authority shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by Housing Authority or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of Housing Authority shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. 16 ,.:� 055 To Housing Authority: LA QUINTA HOUSING AUTHORITY Attention: Frank Spevacek Executive Director 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: THE ALTUM GROUP Attention: Doug Franklin, P.E. Vice President 73-255 El Paseo, Suite 15 Palm Desert, CA 92260 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic Frank J. Spevacek, Executive Director ATTEST: Susan Maysels, Housing Authority Secretary Date 17 �. C56 APPROVED AS TO FORM: M. Katherine Jenson, Housing Authority Counsel CONSULTANT: By: Name: Title: Date: 18 os7 EXHIBIT `A' Washington Street Apartments Rehabilitation EIG The City of La Quinta the AAlwa Group June 27, 2012 ♦ INTRODUCTION The Altum Group (Altum) has been requested by The City ofLa Quinta (Client) to provide a scope and fee for continuing with the final engineering design and construction services associated with the Washington Street Apartments (Project) on a 11.32 acre site (or Property). The property includes APNs 609-04-007, -023 and -028, and is located at the southeast corner of Hidden River Road and Washington Street, in the City of La Quinta. The scope identified herein is based on Altum's original scope and fee, dated June 1, 2011, with previously completed tasks not included herein. The Client proposes to develop the project in two (2) phases: Phase 1 consisting of the construction of 26 new dwelling units and the rehabilitation of 72 existing units on 2.55 acres and 3.61 acres, respectively; and, Phase 2 consisting of the construction of 42 new dwelling units on 5.16 acres of undeveloped land. Altum's scope of services will focus on the following services as part of Phase 1: renovation efforts by Client of the existing 72 apartment units; demolition of the current club house and north -south driveway and parking; a new realignment of driveway and parking areas; and, 26 new apartment units, a new pool, commons and maintenance office within the demolition area and the vacant area southerly of the existing development. Altum will consider the future design of Phase 2 in preparing the grading and drainage needed, as well as analysis of circulation project -wide. ♦ SCOPE OF SERVICES A. Entitlement and Preliminary Engineering Client and the project team completed the entitlement applications and preliminary drawings for the project and received entitlement approval from the City. The final engineering design will be based on these preliminary drawings and approvals. Task 1— Preliminary Geotechnical (Grading Plan Review) A preliminary geotechnical report was prepared by Petra Geotechnical (Petra) during the entitlement and preliminary design phase of this project. Upon completion of the grading plans, Petra will review the plans to ensure they are in conformance with their report. No other work is included herein. B. Final Design Services The Client has requested that Final Design Services be limited primarily to Phase 1 as shown on the Master Site Plan Concept dated February 24, 2011. Site grading and wet utilities will be analyzed for the overall project. The following scope of work supports this request. Altum can provide a budget for Phase 2 final design services once the Client initiates that Phase. M. bmarketinglproposals-2011T I164 Wwhington5l AptslcorrespondenceW"uments�proposalslCiry Re Troposal.doc i, 058 EXHIBIT `A' Washington Street Apartments Rehabilitation E115 The City of La Quinta The AIIum Group June 27, 2012 Task 1 — Precise Grading Plan Altum will prepare one (1) Precise Grading Plan based on the approved preliminary grading and drainage exhibit and the City of La Quinta final conditions of approval for the SDP. The Precise Grading Plan will be prepared at 1 "=20' scale and in accordance with City of La Quinta requirements. Plans will identify building location with finished floor/pad elevations, on -site grading, storm drain and retention facilities, site lighting (location and photometrics by architect), project entrance/gates, ADA accessibility, parking improvements, wall locations and elevations at all required locations. Plan sheets will consist of the following: a title sheet, detail sheet, horizontal control sheet, grading sheets, storm drain sheet and demolition sheet. The topography, boundary and utility digital files prepared during entitlement will be used as the base files for the precise grading plan. Retaining walls are not anticipated in the design and are not included as part of this proposal. Should said walls become necessary or desired, a contract addendum will be prepared for the design of these walls. It is assumed that the final grading identified on the precise grading plan will not vary substantially from the grading exhibit prepared during entitlement and preliminary engineering. Sheet (or mass) grading ofthe Phase 2 area may be identified (Optional) to provide continuity between phases, attempt to balance the overall earthwork and provide for any required retention basins. One (1) earthwork calculation will be prepared based on the final grading design. The precise grading plan will be coordinated with the perimeter wall and landscape improvement plans currently being prepared by Altum. No off -site improvements are included in this scope. Once prepared, the plans will be submitted to the City of La Quinta for review and approval. Altum will address minor corrections as required. Task 2 — Final On -site Hydrology Report A final on -site hydrology report will be prepared using City of La Quinta and Riverside County design criteria to determine the on -site retention basin requirements for the on -site developed flows. The final on -site hydrology report will be based on the preliminary on -site hydrology analysis (prepared during entitlement) and will determine sizing for any on -site storm drain facilities. Altum has assumed the site is not subject to off -site flows or floodplain mapping (CLOMR/LOMR) requirements. If this becomes necessary, a separate Off -site Hydrology Report will be required and a contract addendum prepared for this work. Task 3 — Storm Water Pollution Prevention Plan (SWPPP) Altum will prepare the Notice of Intent (NOI) for the State Water Resources Control Board (SWRCB), obtain the owner's signature on the NOI and submit the application for processing. Altum will prepare one (1) SWPPP which meets the State's requirements for the revised General Permit for Construction Activity, effective July 1, 2010. M.�markenngiproposals-20111P1164 WmhingionSt_AptslcorrespondenceldocumentslproposalslCityRe Troposal.doc .1 ? 059 EXHIBIT `A' � Washington Street Apartments Rehabilitation E115 The City of La Quinta The Altumcroup June 27, 2012 The SWPPP will be uploaded to the SWRCB website and then released to the contractor for their use during construction. Once the project has been completed, the Client will be required to file the Notice of Termination (NOT) with the SWRCB. Until the NOT has been filed, the client is subject to the annual permit fee associated with these construction activities. Task 4 — PM-10 Dust Mitigation Plan Altum will prepare one (1) PM-10 plan for dust control on the Project. The plan will be prepared as a single plan/report and in accordance with the City of La Quinta and South Coast Air Quality Management District requirements. Task S — Final Water Quality Management Plan (WQMP) Altum will prepare one (1) final Water Quality Management Plan (WQMP) for post -construction BMPs for the Project in accordance with the NPDES and MS-4 permit requirements. The final WQMP will be based on the preliminary WQMP prepared during entitlement. Altum will coordinate with the Client regarding BMP's applicable to the proposed facility. Prior to approval by the agency, the Client must sign the WQMP. The Client will be responsible for implementation and post -construction maintenance of the site BMP's for the life of the project. Task 6 — Project Quantity Estimates Altum will prepare one (1) final Quantity Estimate in support of opinions of probable construction costs for City of La Quinta and Coachella Valley Water District permitting/bonding purposes. Quantity estimate alterations and/or deviations from the Altum-generated estimate (MS Excel format) will be the responsibility of the Client and are not part of this proposal. Task 7 — Water Improvement Plans (Public and Private) Altum will prepare one (1) Water Improvement Plan for the project's public water improvements. The water plan will be prepared to scale and in accordance with the Coachella Valley Water District (CV WD) requirements. A hydraulic network analysis is not included, as C V WD will perform their own analysis at Client's cost (estimate included in Agency Review Fees). Said improvements include a "tie-in" to an existing, project -adjacent or on -site water main, extension of a water main down the interior access road, fire hydrants, water meters and other appurtenances. Private water lines will be identified on a separate plan connecting the proposed buildings with the public water system. Sizing of the private water lines will be provided by the fire sprinkler consultant and/or mechanical engineer. Altum will process the public plan through CVWD and the Riverside County Fire Department, and the private plan through the City. Coordination and meetings with the fire department will be billed under the project management budget. Separate easement documents are not included. Easements will be identified on the parcel map. M. lmarketinglproposals-10111PI164 WashingionSt Aptslcorrespondenceldocumenas proposalslCiry Re Tropasal.doc ,o l 'j 060 EXHIBIT `A' Washington Street Apartments Rehabilitation E115 The City of La Quinta The AJmm croup June 27, 2012 Task 8 — Sewer Improvement Plans (Onsite Public, Private and Offsite Public) Altum will prepare one (1) Sewer Improvement Plan for the project's onsite public sewer improvements. The sewer plan will be prepared to scale and in accordance with Coachella Valley Water District (CV WD) requirements. Said improvements include a "tie-in" to public sewer at the property line, extension of a sewer main down the interior access road(s) and cleanouts/service provided for each building. Altum will prepare one (1) Offsite Sewer Improvement Plan to connect the onsite sewer (see above) with available offsite public sewer. Note that a preliminary alignment exists for the offsite sewer which includes extension of the sewer from the Phase 2 easterly property line, easterly and then southerly to a connection in Darby Road. The scope includes preparation of a separate plan prepared to scale and in accordance with Coachella Valley Water District (CV WD) requirements, one (1) day field survey to provide topography for the alignment, and preparation of two (2) easement documents for CVWD. Private sewer lines will be identified on a separate plan connecting the proposed buildings with the public sewer system. Sizing of the private sewer line will be provided by the mechanical engineer. Altum will process the public plan through CVWD and the private plan through the City. Separate easement documents are not included. Easements for the onsite public system will be identified on the parcel map. Task 9 — Final Map Altum will prepare a final map based on the approved tentative parcel map. The final map will be prepared utilizing City of La Quinta and Subdivision Map Act requirements. The map will define separate parcels for Phases 1 and 2, right of way dedications, open space parcels (if any), and easements (where appropriate) will also be depicted on the tract map. Altum will provide the required closure calculations for the processing of the final map. Upon substantial completion of the proposed improvements, Altum will set the monuments as prescribed on the recorded Tract Map. Altum will prepare monument tie notes as required by the agency's mapping ordinance. Task 10 — Dry Utility Coordination Altum will provide dry utility coordination for proposed site improvements. In general, this includes the following: coordination and completion/submission of applications to each dry utility company (note that some information will be provided by Client and/or other consultants); coordination of proposed improvements (other utilities, hardscape and landscape) with utility company's design; and preparation of a composite utility plan (dry utilities to be shown graphically) for Client, team and contractor's use. M.' Imarketinglproposals-20111P/164 WaahingtonSt_AptslcorresporelenceNocumentslproposalslCiry Rev Proposal.doc C.61 EXHIBIT `A' Washington Street Apartments Rehabilitation E113 The City of La Quinta The 1u� crop June 27, 2012 Task 11 — Fire Sprinkler Plans and Calculations Fire Protection Specialists, FPS (or others), will prepare one (1) fire sprinkler plan, hydraulic calculations and shop drawings in support of the Phase 1 project. Plans will be coordinated with the architect's building plans, prepared and processed by subconsultant through the Riverside County Fire Department for approval. Residential fire sprinkler design shall meet NFPA 13R. Scope assumes adequate attic space above existing and proposed units. FPS (or others) can provide a scope and fee for construction of the fire sprinkler system once plans are approved. Task 12 — Project Specifications Altum will utilize City of La Quinta boilerplate specifications as a base to prepare project specifications for the improvement plans identified herein. Said specifications will accompany the improvement plans as part of the bid package. The specifications will be based on the Standard Specifications for Public Works Construction (or Greenbook) as applicable. Construction of public water and sewer improvements will be based on CV WD's standard specifications. Task 13 — Wall and Parkway Improvement Plan Altum will continue with preparation of a wall and parkway improvement plan to include the perimeter wall (Washington Street and Hidden River Road only) and,utility relocations within the parkway. Wall calculations will be prepared by ORCO and Altum will coordinate with them throughout the process. The plan will be submitted to the City for review and approval. Altum will address minor plan check comments. Task 14—Miscellaneous Tasks (Client Directed) Altum will perform miscellaneous tasks as requested by Client. Said tasks may include preparation of exhibits, additional coordination or meetings, or other tasks not specifically identified herein. These tasks will be directed by Client. Should the budget be in jeopardy of being depleted, Altum will request a contract amendment for a supplementary budget prior to incurring budgetary overruns. Task 15 — Utility Coordination and Undergrounding (T&M) Altum will continue with utility coordination and undergrounding as related to the existing utilities within the Washington Street and Hidden River Road rights -of -way and parkway. This work will be performed on a time and materials (T&M) basis and will be coordinated with Wall an Parkway Improvement Plan and proposed onsite improvements. Should the budget be in jeopardy of being depleted, Altum will request a contract amendment for the necessary budget to complete the project. Said contract addendum will be prepared by Altum and processed by the Client prior to incurring budgetary overruns. M. bma keungproposals-2011T 1164 WashinglonSt_AplslcorrespondenceWocumentslproposalslCiry Rff Proposal.doc a, C62 EXHIBIT `A' �� Washington Street Apartments Rehabilitation The City of La Quinta The Altum Group June 27, 2012 Task 16 - Project Management and Coordination (T&M) Altum will provide project management and coordination during preparation of construction documents. This includes coordination with the agencies and project team for processing the plans and revising the plans based on agency comments. In the event that the agency comments require revisions that are not within substantial conformance of the plans as submitted, Altum will request a contract amendment for the necessary budget to complete the project. Said contract addendum will be prepared by Altum and processed by the Client prior to incurring budgetary overruns. Task 17 - Reimbursables (T&M) A reimbursables estimate is included herein. These items may include mileage costs, reproduction, postage, etc. and will be billed at cost plus fifteen (15) percent. Agency submittal fees, bonding, permit or other fees are not included herein. Should the budget be in jeopardy of being depleted, Altum will request a contract amendment for the necessary budget to complete the project. Said contract addendum will be prepared by Altum and processed by the Client prior to incurring budgetary overruns. C. Construction Services Task I — Bid and Construction Support (T&M) Altum will provide bid and construction support to assist Client with questions during bidding, respond to RFIs and construction issues, attend construction meetings, and coordinate with agencies as required. Altum will perform these services on a time and materials (T&M) basis at the Client's direction. Should the budget be depleted, Altum will request a contract amendment for the necessary budget to complete the project. Said contract addendum will be prepared by Altum and processed by the Client prior to incurring budgetary overruns. Task 2 — Construction Staking (Estimate) Altum will provide construction staking for the proposed improvements. The estimated budget herein is based on the Concept Master Site Plan provided by the Client. Once improvement plans are approved by the City, Altum will review said plans and the budget herein and provide a recommendation to the Client for any additions or credits to the estimated budget. A — Control and Removal Limits • Consultant will verify and set the horizontal and vertical control for the project to maintain efficient construction staking. • Provide office support for tasks described herein and PLS QA/QC. • Identify project limits by staking property line and identifying (stakes or paint) new driveway location(s), curb/gutter, pavement and other removals. M: Imarketinglproposats-201IT1164 WashingtonSt_AptslcorrespondenceWocumentslproposalslCiry RevTroposai doc u.� C63 EXHIBIT `A' Washington Street Apartments Rehabilitation E115 The City of La Quinta The Alt me=oap June 27, 2012 B — Rough Grade and Building Pads • Provide building comer offsets for overexcavation of building pads. • Provide stakes for rough grading of resident parking areas. • Provide stakes for rough grading of landscape and retention areas. • Upon completion of building pads, verify pad elevation one (1) time and provide pad certification letter to City OR direction to grading contractor to bring pad into substantial conformance with approved grading plan elevation. C — Building Layout • Provide building corner offsets and "grid lines" (if required) for building contractor's layout and construction of proposed buildings. D — Storm Drain Improvements Provide stakes along storm drain pipe alignment at all primary points of control, angle points, grade breaks, and not less than fifty (50) feet on center along tangent sections. Provide stakes with offsets to facilitate construction of catch basin(s), local depression(s) and drywell(s). E — Water Improvements • Provide stakes along public water main alignment at all primary points of control, angle, points, grade breaks, and not less than fifty (50) feet on center along tangent sections. • Provide stakes with offsets to facilitate construction of fire hydrants, water meters and other appurtenances. F — Sewer Improvements • Provide stakes along public sewer main alignment at all primary points of control, angle points, grade breaks, and not less than fifty (50) feet on center along tangent sections. • Provide stakes with offsets to facilitate construction of manholes, cleanouts and other appurtenances. G — Streets and Pavement • Provide stakes at not less than fifty (50) feet on center and at all primary points of control, BC's, EC's, angle points and grade breaks for all edge of pavement/curb and gutter. • Provide stakes for location of handicap ramps. • Provide horizontal layout for on -site sidewalk. H— Project Entry/Gate(s) • Provide stakes or marks on pavement with offsets to cross -gutter and spandrel at the M. bnarketinglproposals-201AP1164 WashingtonSt_Aptslcorrespondenceldoc=enasproposalslCity Re Tropasal.doc _ ,��.� C64 EXHIBIT `A' Washington Street Apartments Rehabilitation E115 The City of La Quinta The Alm croup June 27, 2012 entry drives. • Provide stakes with offsets to curb returns at quarter -points. • Provide stakes for entry gates and pilasters. I —Perimeter Walls • Provide stakes at an offset of five (5) feet to property line/face of wall, no less than fifty (50) feet between stakes to facilitate wall layout. J— Miscellaneous Improvements • Provide stakes with offset to facilitate construction of miscellaneous improvements such as trash enclosures, light standards, etc. SURVEY ASSUMPTIONS AND EXCLUSIONS The fixed fee costs herein are based on the continuous operation of the proposed tasks to be performed. If any of the tasks to be performed are interrupted due to delays in project scheduling or site conditions, a two (2) hour minimum additional charge may be required. Altum will notify Client of any additional costs, prior to commencement of affected services. In order to be properly prepared for work to be performed, and to insure adequate time for scheduling of the surveying tasks, an advanced written notification of48 hours is requested. Every effort will be made to accommodate survey requests when 48 hour notice is not possible. The site should be ready for the services to be provided. Excessive obstructions, such as vehicles, construction equipment, piles of dirt, etc., should be cleared prior to scheduling of surveying services to insure the non -interruption of the surveying tasks to be performed and to eliminate the possibility of stand-by times not included within the scope of services herein. Survey fee includes travel to and from the site, as well as all materials, a Monday through Friday (except holidays) workweek, and assuming an eight hour workday. Therefore, it is to the client's benefit to schedule survey work which requires one or more full day's work. Items to be staked shall be done as one continuous operation. Extra travel and setup time to the job site to stake short lengths or isolated areas to the improvements are not included in the scope of this proposal. No permit/submittal fees are included. I. Staking for any items other than identified herein is excluded. 2. Re -staking survey points lost by vandalism or during construction is excluded. 3. Re -setting survey monuments destroyed by construction is excluded. 4. Staking for landscaping and irrigation is excluded. 5. Staking for dry utilities is excluded. M.-bmarketing�proposals-10111P1164 WashingfonS!_AptslcorrespondencedocumentslproposalslCiry Rev Proposal.doc 065 EXHIBIT `A' Washington Street Apartments Rehabilitation The City of La Quinta The Altum Group June 27, 2012 Task 3 — Post -Construction ALTA (Optional) As -Built Survev — Perform a field survey to locate all post -construction project improvements in relation to the boundary lines of the project. Altum has budgeted up to two (2), 8-hour field days to perform this work. Should additional time be required, Altum will notify client for a budget adjustment. This information shall be used and shown on the Post -Construction ALTA Survey. ALTA Survey Plat Post -Construction - Prepare an ALTA/ACSM Land Title Survey over the subject property using the information prepared herein. The survey shall conform to the "MINIMUM STANDARD DETAIL REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS" as adopted by the American Land Title Association and the National Society of Professional Surveyors in 2011. The survey shall also contain Items 1, 2, 3, 4, 5, 6, 10, 13 and 16 of "TABLE A — OPTIONAL SURVEY RESPONSIBILITIES AND SPECIFICATIONS" (see attached). ALTA format shall be broken out as to provide a cover sheet consisting of a boundary map with the landowners' names and identification numbers from the project title policy as provided by the client; boundary maps shall be on 24" x 36" sheets, per landowner and at a standard engineering scale; separate sheet with labels showing landowners' names, embedded title policy with Schedule A and B, with each item addressed thereon and plotted, if possible (all items not plottable shall be coordinated with Client to identify and delineate such items on the survey); depict as -built locations of all project improvements, utilizing approved improvement plans and field survey; and show each designated access point to the project from public access rights on the survey. A Record of Survey is not required as a Final Map is being prepared with monuments to be set after construction. Task 4 — Record Drawings/Project Closeout Altum will prepare record drawings (as-builts) for the project grading plans in conformance with City's Engineering Bulletin No. 09-01. Budget includes: a site walk after construction is complete; up to ten (10) hours of CAD time to incorporate contractor's redlines (if any) and site walk redlines into the approved precise grading plan digital files; printing/submission of substitute mylars; preparation of a project conformance letter; and preparation and submission of a CD with all project digital information. Altum will perform these services on a fixed fee basis. Should the scope expand beyond the work described herein, Altum will request a contract amendment for the necessary budget to complete the project. Said contract addendum will be prepared by Altum and processed by the Client prior to incurring budgetary overruns. M.' Imarketingoroposals-2011T] 164 WashingtonSt_AptslcorrespondenceldocumentslproposaislCity RevTroposal.doc nJ 066' EXHIBIT `A' Washington Street Apartments Rehabilitation The City of La Quinta June 27, 2012 0 DELIVERABLES Entitlement and Preliminary Engineering ➢ Preliminary Geotechnical (Grading Plan Review) Final Design Services ➢ Precise Grading Plan ➢ Final On -site Hydrology Report ➢ Stormwater Pollution Prevention Plan (SWPPP) ➢ PM-10 Dust Mitigation Plan ➢ Final Water Quality Management Plan (WQMP) ➢ Project Quantity Estimates ➢ Water Improvement Plans (Public and Private) ➢ Sewer Improvement Plans (Onsite Public, Private and Offsite Public) ➢ Final Map and Monumentation ➢ Composite Utility Plan ➢ Fire Sprinkler Plan ➢ Project Specifications ➢ Wall and Parkway Improvement Plan Construction Services ➢ Bid and Construction Support ➢ Construction Staking (Estimate) ➢ Post -Construction ALTA (Optional) ➢ Record Drawings/Project Closeout 0 ASSUMPTIONS AND EXCLUSIONS E3173 The AIW Group The following list is not intended to be all-inclusive. If there are items that are deemed incorrect or are necessary for the successful completion of the project, please notify us so that we may amend the scope of services and associated fee. 1. Altum will have the ability to amend the scope of services and fee based on the final conditions of approval; and 2. All submittal fees, application fees and permit fees are the responsibility ofthe Client and are not included herein. 3. All studies, plans, reports or tasks not specifically indentified herein are excluded. M. Imarketinglproposals-2011T] 164 Wa hingtonSt_AptslcorrespondenceNocvmentsoroposalslCiry RevTroposal.doc 067 Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is One Hundred Forty -Six Thousand Two Hundred Fifty dollars ($146,250) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultant's Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. See Fee Schedule attached. .:� 068 Washington Street Apartments Rehabilitation E1G The City of La Quinta The Mhun Group June 27, 2012 ♦ FEESCHEDULE A. Entitlement and Preliminary Engineering TASK 1 Preliminary Geotechnical (Grading Plan Review) ............ 1,300 Subtotal $ 1,300 B. Final Design Services TASK I Precise Grading Plan ......................................................... $ 12,000 Phase 2 Sheet Grading (Optional) ..................................... $ 3,000 TASK 2 Final On -site Hydrology Report ........................................ $ 2,150 TASKSWPPP.............................................................................. $ 2,750 TASK 4 PM-10 Dust Mitigation Plan ............................................. $ 2,900 TASK 5 Final WQMP..................................................................... $ 3,350 TASK 6 Project Quantity Estimates ................................................ $ 1,000 TASK 7 Water Improvement Plan (Public) ..................................... $ 6,325 Water Improvement Plan (Private) .................................... $ 3,500 TASK 8 Sewer Improvement Plan (Onsite Public) ......................... $ 5,675 Sewer Improvement Plan (Private) .................................... $ 3,000 Sewer Improvement Plan (Offsite Public) ......................... $ 13,200 TASK9 Final Map.......................................................................... $ 4,500 Monumentation................................................................. $ 1,600 TASK 10 Dry Utility Coordination................................................... $ 4,000 Composite Utility Plan ...................................................... $ 3,500 TASK I 1 Fire Sprinkler Plans and Calculations ............................... $ 16,500 TASK 12 Project Specifications........................................................ $ 3,500 TASK 13 Wall and Parkway Improvement Plan ............................... $ 2,000 TASK 14 Miscellaneous Tasks (Client Directed) ............................. $ 5,000 TASK 15 Utility Coordination and Undergrounding (T&M)............ $ 2,800 TASK 16 Project Management & Coordination (T&M)................... $ 5,500 TASK 17 Reimbursables(T&M)....................................................... 1,500 Subtotal $109,250 C. Construction Services TASK 1 Bid and Construction Support (T&M) .............................. $ 3,500 TASK 2 Construction Staking (Estimate) ....................................... $ 22,900 TASK 3 Post -Construction ALTA (Optional) ................................. $ 6,800 TASK 4 Record Drawings/Project Closeout ..................................: 2,500 Subtotal $ 35,700 TOTAL $146,250 M.lmarketinglproposals-20111P1164 WashingtonS(_AptslcorrespondenceldocumentslproposalslCity R"lProposal.doc I,.: 069 Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement. It is anticipated the project will be completed by July 31, 2015; however, the schedule may be delayed due to unforeseen circumstances related to the USDA -Rural Development, or the State of California. Therefore, the Agreement term includes an option for a one-year extension. u.Ji1 070 T-,Uf 4 4 a" CITY / SA HA FA MEETING DATE: JUIv 3, 2012 AGENDA CATEGORY: ITEM TITLE: Approval of a Professional Services BUSINESS SESSION: Agreement with RGA Landscape Architects for (� Landscape Architectural Services Related to the CONSENT CALENDAR: Washington Street Apartments Rehabilitation Project STUDY SESSION: PUBLIC HEARING: RECOMMENDATION: Approve a Professional Services Agreement with RGA Landscape Architects, Inc. for architectural services related to the Washington Street Apartments Rehabilitation Project and authorizes the Executive Director to execute the Agreement subject to any final revisions authorized by the La Quinta Housing Authority Counsel. FISCAL IMPLICATIONS: The proposed contract amount with RGA Landscape Architects, Inc. is for a total of up to $32,605 (Attachment 1). The payments under this contract would have to be consistent with the approved Recognized Obligation Payment Schedule ("ROPS"). That schedule authorizes expenditures of up to $40,000 per month for the time period between July and December 2012. The source of the payments will be the 2004 Housing Bond Proceeds. Payments in 2013 will be subject to approval on the updated BOPS. If the funding is not approved as part of the BOPS process, the contract will be terminated. The funding has been appropriated for this project. BACKGROUND AND OVERVIEW: The former redevelopment agency engaged RSG to act as project manager for the Washington Street Apartments Rehabilitation Project. As such, RSG conducted a Request for Proposal process to select a development team, consisting of an architectural firm, civil engineering firm, and landscape design firm. The project is fully entitled, and the team was ready to move into construction drawings when redevelopment was dissolved. The project was placed on hold temporarily so staff could work through the ABx1 26 process. �F 071 In early June 2012, the Successor Agency to the La Quinta Redevelopment Agency, the Housing Authority, and the Oversight Board of the Successor Agency to the La Quinta Redevelopment Agency adopted resolutions approving the implementation of the Washington Street Apartments Rehabilitation Project, and approving the use of 2003 tax-exempt and 2011 taxable housing bond proceeds to fund the project. The Oversight Board's action, along with an amended Recognized Obligation Payment Schedule was sent to the State Department of Finance ("DOV) on June 6, 2012. To date, staff has not received any response from the DOF regarding this action; therefore, according to the provisions of ABx1 26, the action is deemed approved. Staff is proceeding with the project, moving into the construction drawing phase. Because the project management agreement between the former RDA and RSG has been terminated, the Housing Authority must enter into new agreements with the design team. For the sake of consistency, staff recommends hiring the same consultants. This agreement is with the landscape architect, RGA Landscape Architects, Inc., and does contain a provision whereby the agreement can be terminated for any reason at any time by the Housing Authority with a 30-day notice. Thus, the Agreement can be terminated if the State makes a determination that the bond funds can no longer be used for this project. The Housing Authority is not required to competitively bid service contracts. However, as a matter of policy, both the former RDA and the Housing Authority have followed the City's service procurement procedures. Section 3.32.050 Exceptions to the Procedures Prescribed in Sections 3.32.010 and 3.32.030 paragraph "C" states that "the City Council may authorize award and execution of service contracts with no competitive proposals where experience with the proposed service provider has demonstrated competence and satisfactory performance or in the renewal or renegotiation of existing contracts for continuing services." FINDINGS AND ALTERNATIVES: The alternatives available to the Housing Authority include: 1. Approve a Professional Services Agreement with RGA Landscape Architects, Inc. for landscape architectural services related to the Washington Street Apartments Rehabilitation Project and authorize the Executive Director to execute the Agreement subject to any final revisions authorized by the Housing Authority Counsel; or 2. Provide staff with alternative direction. Respectfully submitted, Debbie Powell 072 Economic Development/Housing Manager N Approved for submission by: a J p calk, Executive Director Attachment: 1. Professional Services Agreement with RGA Landscape Architects, Inc. ,u. 073 ATTACHMENT 1 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the LA QUINTA HOUSING AUTHORITY, ("Housing Authority"), a public body, corporate and politic, and RGA Landscape Architects, Inc. ("Consultant"). The parties hereto agree as follows: 1.0 SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services related to Washington Street Apartments Rehabilitation Project, as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Consultant warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the Housing Authority and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by Housing Authority, Consultant shall immediately inform Housing Authority of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). 014. 1.5 Care of Work and Standard of Work. a. Care of Work. Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Consultant, and the equipment, materials, papers and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by Housing Authority, except such losses or damages as may be caused by Housing Authority's own negligence. The performance of services by Consultant shall not relieve Consultant from any obligation to correct any incomplete, inaccurate or defective work at no further cost to Housing Authority, when such inaccuracies are due to the negligence of Consultant. b. Standard of Work. Consultant acknowledges and understands that the services and work contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Consultant's services and work will be held to a heightened standard of quality and workmanship. Consistent with Section 1.4 hereinabove, Consultant represents to Housing Authority that it holds the necessary skills and abilities to satisfy the heightened standard of work as set forth in this Agreement. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Consultant shall perform services in addition to those specified in the Scope of Services ("Additional Services") when directed to do so by the Contract Officer. Consultant shall not perform any Additional Services until receiving prior written authorization from the Contract Officer. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforeceable. Failure of Consultant to secure the Contract Manager's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time due, whether by way of compensation, restitution, quantum meruit, etc. for Additional Services provided without the appropriate authorization from the Contract Manager. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.2 of this Agreement. 1.7 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in Exhibit "D" (the "Special Requirements"). In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2-..11.) 075 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 Thirty-two thousand six hundred and five Dollars ($32,605) (the "Contract Sum"), except as provided. in Section 1.6. The method of compensation is set forth in the Schedule of Compensation. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Consultant's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.6 of this Agreement, "Additional Services." In addition, the rate of compensation shall not exceed the amounts authorized for the Washington Street Apartments Rehabilitation Project in the approved Recognized Obligation Payment Schedule. 2.2 Compensation for Additional Services. Additional services approved in advance by the Contract Manager pursuant to Section 1.6 of this Agreement, "Additional Services," shall be paid for in an amount agreed to in writing by both Housing Authority and Consultant in advance of the Additional Services being rendered by Consultant. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer. Any greater amount of compensation for additional services must be approved by the La Quinta Housing Authority. Under no circumstances shall Consultant receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer pursuant to Section 1.6 of this Agreement. 2.3 Method of Billing. Any month in which Consultant wishes to receive payment, Consultant shall submit to Housing Authority no later than the tenth (10th) working day of such month, in the form approved by Housing Authority's Finance Director, an invoice for services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the services provided, including time and materials, and (2) specify each staff member who has provided services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Consultant specifying that the payment requested is for work performed in accordance with the terms of this Agreement. Housing Authority will pay Consultant for all expenses stated thereon which are approved by Housing Authority pursuant to this Agreement no later than thirty (30) days after invoices are received by the Housing Authority's Finance Department. 3 " - 076 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 Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than Housing Authority, and unusually severe weather, if Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Extensions to the Schedule of Performance which are determined by the Contract Officer to be justified pursuant to this Section shall not entitle the Consultant to additional compensation in excess of the Contract Sum. 3.4 Term. The term of this agreement shall commence on July 9, 2012 and terminate on July 31, 2015_(initial term), unless terminated earlier in accordance with Section 8.7 or 8.8. This agreement may be extended for one additional year(s) upon mutual agreement by both parties (extended term). 4.0 COORDINATION OF WORK 4.1 Representative of Consultant. The following principals of Consultant are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Ronald Gregory, President b. Bill Kortsch, Vice -President 4 ;:�WJ 077 It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principals were a substantial inducement for Housing Authority to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principals may not be changed by Consultant and no other personnel may be assigned to perform the service required hereunder without the express written approval of Housing Authority. 4.2 Contract Officer. The Contract Officer shall be Frank J. Spevacek, Housing Authority Executive Director or such other person as may be designated by the Executive Director of Housing Authority. It shall be Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Consultant shall refer any decisions, which must be made by Housing Authority to the Contract Officer. Unless otherwise specified herein, any approval of Housing Authority required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for Housing Authority to enter into this Agreement. Except as set forth in this Agreement, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of Housing Authority. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of Housing Authority. 4.4 Independent Contractor. Neither Housing Authority nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth. Consultant shall perform all services required herein as an independent contractor of Housing Authority and shall remain at all times as to Housing Authority a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of Housing Authority. 4.5 Housing Authority Cooperation. Housing Authority shall provide Consultant with any plans, publications, reports, statistics, records or other data or information pertinent to services to be performed hereunder which are reasonably available to Consultant only from or through action by Housing Authority. 5 ,. io 078 5.0 INSURANCE 5.1 Insurance. Prior to the beginning of and throughout the duration of the Work performed under this Agreement, Consultant shall procure and maintain, at its cost, and submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Consultant's acts or omissions rising out of or related to Consultant's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Consultant's performance hereunder and neither Housing Authority nor its insurers shall be required to contribute to any such loss. A certificate evidencing the foregoing and naming Housing Authority and its officers and employees as additional insured (on the Commercial General Liability policy only) shall be delivered to and approved by Housing Authority prior to commencement of the services hereunder. The following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings of no less than A -:VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Commercial Auto Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) 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 6 1 079 primary for losses arising out of Consultant's performance hereunder and neither Housing Authority nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Consultant shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,000 per accident or disease. All insurance required by this Section shall be kept in effect during the term of this Agreement and shall not be cancelable without written notice to Housing Authority of proposed cancellation. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify Housing Authority, its officers, employees, contractors, subcontractors, or agents. 5.2 Remedies. In addition to any other remedies Housing Authority may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, Housing Authority may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Consultant to stop work under this Agreement and/or withhold any 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 Housing Authority 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. 080 5.3 General Conditions pertaining to provisions of insurance coverage by Consultant. Consultant and Housing Authority agree to the following with respect to insurance provided by Consultant: 1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds Housing Authority, its officials, employees and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Consultant also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant agrees to waive subrogation rights against Housing Authority regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to. do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the Housing Authority or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Housing Authority and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the Housing Authority, as the need arises. Consultant shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect Housing Authority's protection without Housing Authority's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Consultant's general liability policy, shall be delivered to Housing Authority at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, 8 081 Housing Authority has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by Housing Authority shall be charged to and promptly paid by Consultant or deducted from sums due Consultant, at Housing Authority option. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Consultant or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self insurance available to Housing Authority. 9. Consultant agrees to ensure that subcontractors, and any other party involved with the project that is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to Housing Authority for review. 10. Consultant agrees not to self -insure or to use any self -insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to Housing Authority. If Consultant's existing coverage includes a deductible or self -insured retention, the deductible or self -insured retention must be declared to the Housing Authority. At that time the Housing Authority shall review options with the Consultant, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The Housing Authority reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Housing Authority will negotiate additional compensation proportional to the increased benefit to Housing Authority. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 9 ,.A.J - 082 13. Consultant acknowledges and agrees that any actual or alleged failure on the part of Housing Authority to inform Consultant of non-compliance with any insurance requirement in no way imposes any additional obligations on Housing Authority nor does it waive any rights hereunder in this or any other regard. 14. Consultant will renew the required coverage annually as long as Housing Authority, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until Housing Authority executes a written statement to that effect. 15. Consultant shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to Housing Authority within five (5) days of the expiration of coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under such laws with respect to Housing Authority, its employees, officials and agents. 17. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 20. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge Housing Authority or Consultant for the cost of additional insurance coverage 10 �,� , 083 required by this agreement. Any such provisions are to be deleted with reference to Housing Authority. It is not the intent of Housing Authority to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against Housing Authority for payment of premiums or other amounts with respect thereto. 21. Consultant agrees to provide immediate notice to Housing Authority of any claim or loss against Consultant arising out of the work performed under this agreement. Housing Authority assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve Housing Authority. 6.0 INDEMNIFICATION. 6.1 General Indemnification Provision. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless Housing Authority and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature,and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are cause in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (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 A without the written consent of the Consultant. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless Housing Authority, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and 11 .10 J, 084 costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. 6.2 Standard Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible according to the terms of this section. Failure of Housing Authority to monitor compliance with these requirements imposes no additional obligations on Housing Authority and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Housing Authority as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this agreement or this section. a. Indemnity Provisions for Contracts Related to Construction. Without, affecting the rights of Housing Authority under any provision of this agreement, Consultant shall not be required to indemnify and hold harmless Housing Authority for liability attributable to the active negligence of Housing Authority, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where Housing Authority is shown to have been actively negligent and where Housing Authority's active negligence accounts for only a percentage of the liability involved, the obligation of Consultant will be for that entire portion or percentage of liability not attributable to the active negligence of Housing Authority. b. Indemnification Provision for Design Professionals. 1. Applicability of Section 6.2(b). Notwithstanding Section 6.2(a) hereinabove, the following indemnification provision shall apply to Consultants who constitute "design professionals" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. To the fullest extent permitted by law, Consultant shall indemnify, defend, and hold harmless Housing Authority and Housing Authority's agents, officers, officials, employees, representatives, and departments ("Indemnified Parties") from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including, without limitation, injury to or death of an employee of Consultant or subconsultants), costs and expenses of any kind, whether actual, alleged or threatened, including, without 12 r,.0,y 085 limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, anyone directly or indirectly employed by them or anyone that they control. 3. Design Professional Defined. As used in this Section 6.2(b), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. 7.0 RECORDS AND REPORTS. 7.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning Consultant's performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.3 Ownership of Documents. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, which are prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of Housing Authority and shall be delivered to Housing Authority upon termination of this Agreement or upon the earlier request of the Contract Officer, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by Housing Authority of its full rights of ownership of the documents and materials hereunder. Consultant shall cause all subcontractors to assign to Housing Authority any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify Housing Authority for all damages suffered thereby. In the event Housing Authority or any person, firm or corporation authorized by Housing Authority reuses said documents and materials without written verification or adaptation by Consultant for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and 13 a : 086 materials, Housing Authority hereby releases, discharges, and exonerates Consultant from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 7.4 Release of Documents. The drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Consultant shall not disclose to any other entity or person any information regarding the activities of Housing Authority, except as required by law or as authorized by Housing Authority. 8.0 ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, Housing Authority may take such immediate action as Housing Authority deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit Housing Authority's right to terminate this Agreement without cause pursuant to Section 8.7. 8.3 Retention of Funds. Housing Authority may withhold from any monies payable to Consultant sufficient funds to compensate Housing Authority for any losses, costs, liabilities, or damages it reasonably believes were suffered by Housing Authority due to the default of Consultant in the performance of the services required by this Agreement. 14 ,,.u.j C.87 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. Housing Authority's consent or approval of any act by Consultant requiring Housing Authority's consent or approval shall not be deemed to waive or render unnecessary Housing Authority's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration Of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 8.8 for termination for cause. Housing Authority reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Consultant. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 8.3. Consultant recognizes that the use of the funding designated for this Agreement is subject to approval. 8.8 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, Housing Authority may, after compliance with the provisions of Section 8.2, take over work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that Housing Authority shall use reasonable efforts to mitigate such damages), and Housing Authority may withhold any payments to Consultant for the purpose of setoff or partial payment of the amounts owed Housing Authority as previously stated in Section 8.3. 15 ,u 088 8.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9.0 HOUSING AUTHORITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of Housing Authority Officers and Employees. No officer or employee of Housing Authority shall be personally liable to Consultant, or any successor in interest, in the event or any default or breach by Housing Authority or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of Housing Authority shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 10.0 MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To Housing Authority: LA QUINTA HOUSING AUTHORITY Attention: Frank Spevacek Executive Director 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92247-1504 To Consultant: RGA LANDSCAPE ARCHITECTS, INC. Attention: Ronald Gregory, President 74020 Alessandro, Suite E Palm Desert, CA 92260 10.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 10.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic Frank J. Spevacek, Executive Director ATTEST: Susan Maysels, Housing Authority Secretary Date 17 ; 090 APPROVED AS TO FORM: M. Katherine Jenson, Housing Authority Counsel CONSULTANT: By: Name: Title: 18 % j 091 EXHIBIT `A' June 26, 2012 Debbie Powell Economic Development / Housing Manager City Manager's Office City of La Quinta, La Quinta, CA Email: dpowell(a?)la-quinta.org 760-777-7073 760-777-7101fax RE: Agreement to Provide Landscape Architectural Services Dear Debbie: RGA LANDSCAPE ARCHITECTS, INC We are pleased to submit our proposal for landscape architectural design services. Following is the scope of work and fees for the Washington Street Apartments and the adjacent sound wall; it is understood that this document will be appended to a City of La Quinta professional services agreement. ption of Project. Landscape Architect will provide landscape design relating to Washington Street Apartments and sound wall area: La Quinta, CA. Our scope of design work will include design services for Phase 1 and Phase 2, which are defined as follows: Phase 1 Includes the existing apartment area plus four new buildings (approximately 5 acres). The existing planting and irrigation will be removed, and a new drought -tolerant landscape with drip irrigation will be designed. We will also collaborate in the design of recreational amenities such as spa areas, game areas, passive use areas and site furniture. We will provide construction documents for all new recreational areas and hardscape, such as entry gates and new pathways. Phase 2 Includes the entitlement phase design of a 5.16 acre addition to the project. The entitlement phase includes conceptual design, followed by a preliminary landscape plan submittal for review by the City. The entitlement phase design will include recreational amenities, walkways, pool area and planting. Construction documents and construction administration for Phase 2 will be by separate agreement. Scope of Desian Phase Services. Design services will include the following: ,u.,j� 092 Hardscape design, items including recreation area amenities such as pools, spas, game areas, water features, site furniture and entry gates. All waterfeature designs [pool, spa, fountains, ponds, etc.] and gate designs will be `performance spec" designs indicating aesthetic intent and overall dimensions. All hydraulic, electrical and structural designs will be by the contractor. Planting design, including all new plant material in common and botanical names, quantities and sizes. Automatic irrigation system and water use calculations (Phase 1 only). Accent lighting plan (Phase 1 only), limited to the indication of fixture specification and location only. (Electrical engineering and panel sizing by others.) Specifications and details (Phase 1 only). Scope of Planning Process. The following process will be implemented to provide the landscape design: )tual landscape plan (Phase 1 and Phase 2) indicating all proposed hardscape and planting designs to be presented to the Owner for review. Landscape Architect will also present an opinion of probable construction costs for our design. The base scope of services includes two revisions based on Owner comments; additional revisions may be considered an additional service. It is understood that opinions of probable construction cost prepared by RGA are not bids, and shall not be used in lieu of a bid. These opinions are only tools to be used in the budget process and RGA shall not be held responsible for final bids being in conformance with the Owner's budget. Unless otherwise stated, RGA shall have access to the site for activities necessary for the performance of services. Preliminary landscape plan (Phase 1 and Phase 2) indicating all Owner approved landscape designs, based upon the conceptual plan for review by the City of La Quinta. The base scope of services includes one revision of "base sheet" information (e.g. road layout, retention basin configuration); additional revisions may be considered an additional service. It is understood that RGA must receive a preliminary grading plan with building footprints and preliminary location of underground utilities prior to commencement of work on the entitlement submittal. 4 ' .0 9"3 , Landscape construction documents (working drawings — Phase 1 only) including all items as described in the scope of design work in Section II above. Includes incorporation of any comments from item III.B. It is understood that RGA must be in receipt of a final grading and site plan prior to commencement of construction documents. This plan shall indicate final property lines, easements, R.O.W., grades, wet and dry utilities and building footprints. It is understood herein that after approval of our design by the City of La Quinta, further design changes may occur due to ongoing site design and engineering revisions by the architect and engineers. Should changes to our project design be required during the construction document phase, these changes may be billed at our hourly rates upon prior approval of the Owner. Design Services shall be considered complete after approval of construction documents by the City of La Quinta and CVWD. Meetings and General Coordination, it is understood that RGA will attend up to 10 meetings related to landscape design with the Owner, Architect and City (within the Coachella Valley) as part of our fee. Included with meetings: • Two public hearings • One community workshop • Meetings with other design team members Additional meetings, meetings outside the Coachella Valley, meetings regarding issues other than landscape design, coordination of other consultants, coordination of submittals, etc., are considered an additional service and time expended for these services (if these services are requested) will be provided per our contract hourly rates. Order of Precedence. Following is the order of precedence of documentation governing any conflicts for this project, 1) this agreement, 2) general and special conditions of the specifications, 3) drawings, and 4) individual specification sections. provided in two categories: meetings during construction. Construction phase services are services and site evaluations / Office based support services are provided when requested by the Owner or Owner's representative, and include the following tasks: Phone coordination / discussions in support of the project with contractors, the Owner or government agencies Office based meetings with the Owner or contractor Submittal reviews N. 094 RFI (request for information) reviews and responses. Clarification drawings or exhibits Construction document revisions requested by the Owner Bid coordination assistance Site evaluations and meetings are provided when requested in Section VI, Fees and Services. Site evaluations are limited solely to aesthetic review of landscape and hardscape depicted on construction documents prepared by RGA. Each evaluation will be followed by a written report. Due to the nature of the construction process, changes will occur to site conditions, grading and building placement during construction, requiring on - site interpretation of the landscape architectural construction documents. RGA strongly recommends all projects include construction administration services, as it allows RGA to answer questions and clarify and interpret documents for the contractor, which may enable RGA to identify trouble spots early o n — less costly, by far, than fixing a problem after the project is complete. It is suggested that a schedule of site evaluations be determined prior to commencement of construction, however, it is the responsibility of the Owner to request an observation, or schedule of observations. We suggest 6 site visits for a project of this scope. If site evaluation services are contracted, the Consultant will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed to in writing by the Client and the Consultant, in order to observe the progress and quality of those elements included in the working drawings prepared by RGA, hereafter referred to as the Work. Such visits and observations are not intended to be an exhaustive check or detailed inspection of the Contractor's work, but rather are to allow RGA to become generally familiar with the Work in progress and to determine, in general, if the Work is proceeding in accordance with the working drawings (Contract Documents). Based on this general observation, RGA shall keep the Client informed about the progress of the Work and shall advise the Client about observed deficiencies in the Work. If the Client desires more extensive project observation or full-time project representation, the Client shall request that such services be provided by the Consultant as Additional Services in accordance with the terms of this Agreement. RGA shall not supervise, direct or have control over the Contractor's work nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractor, nor for the Contractor's a. 095 safety precautions or programs in connection with the Work. These rights and responsibilities are solely those of the Contractor in accordance with the Contract Documents. Desion without site evaluation services. It is understood that, unless site evaluation services are selected in Section VI, the Consultant's Scope of Services under this Agreement does not include project observation or review of the Contractor's performance, and that such services will be provided for by the Client. The Client assumes all responsibility for interpretation of the Contract Documents and for construction observation and the Client waives any claims against the Consultant that may be in any way connected thereto. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorney's fees and defense costs, arising out of or in any way connected with the performance of such services by other persons or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments or changes made to the contract documents to reflect changed field or other conditions, except for claims arising from the sole negligence or willful misconduct of the consultant. If the Client requests in writing at a later date that the Consultant provide any specific construction phase services, and if the Consultant agrees in writing to provide such services, then they shall be compensated for as Additional Services as provided in Section VI. Exclusions. The following are excluded from the scope of services to be provided under this contract: Working drawings for Phase 2. All engineering and engineering plans including, but not limited to, civil, grading, geotechnical, drainage, electrical, hydraulic and structural. Review and analysis of any engineering plans related to the items set forth in paragraph A above. Any review and analysis is the sole responsibility of the engineer who prepares the plans. Department of Real Estate exhibits and cost estimates. LLMD exhibits and cost estimates. Off -site improvements. The quality of workmanship or acts or omissions of any contractor or subcontractor hired by Owner or his contractor for the construction of those items included in the scope of work hereunder. This would include, but not be limited to, the construction of pools, spas, water courses, physical structures including, but not limited to, atriums or gazebos, walls, irrigation systems, planting and any ,,:.; 096 hardscape. Landscape Architect is not responsible for nor does he warrant this work. Fees and Extra Services. Phase 1 — Apartment Area Design phase: 1. Concept / Preliminary Design (remainder of fee): $3,425.00 2. Construction Documents: 8,500.00 Total, Apartment Area: $11,926.00 B. Sound Wall Area Construction Documents: $1,980.00 C. Phase 1 — Construction phase services: Office based support services: $ 4,000.00 Site evaluations and meetings(6 site visits or meetings): $ 3,000.00 Additional site observations or site meetings will be provided at the rate of $500 per meeting/site visit. Phase 2 — Design phase: 1. Concept / Preliminary Plan: $11,200.00 Reimbursable expenses will not exceed $500; these expenses are in addition to the fees described above, or extra services, and include actual expenditures made by Landscape Architect, employees and consultants in the interest of the project. The following reimbursable expenses will be billed at cost plus 15% for bookkeeping and handling: Reproduction of drawings and specifications for any purpose, including computer plots, prints, reproducibles and preparation of CAD files for submission to the Owner, contractor or government agency. Postage costs for distribution of drawings and specifications; all express postage costs (Express Mail, UPS, Federal Express, etc.). The following expenses will be billed at our cost: 1. Transportation in connection with the project, such as deliveries to the City and other appropriate agencies, such as CVWD. Fees paid for plan check by government agencies. Consultants retained with approval of the Owner, e.g., structural engineer. RGA may also prepare an authorization for additional services to .1, 091 cover our coordination costs. Extra Services and Hourly Rates. Services requested by the Owner which are in addition to those stipulated in Scope of Design Phase Services shall be considered extra services. Services required as a result of the errors of other consultants, changes in city policies, or default of the contractor shall be considered extra services. Changes in the original description of work, or modifications to the drawings after approval of the concept or preliminary design by the Owner will be considered extra services. Extra services requested by the Owner will be billed to the Owner at the following hourly rates: Principal Landscape Architect: $165.00/hr Drafter: $80.00/hr Associate Landscape Architect: $135.00/hr Secretary: $50.00/hr The design fees and hourly rates are subject to escalation if services are not completed within one year of contract signature. All fees are due within 30 days of receipt of invoice. It is our policy to invoice every 30 days, starting with receipt of the signed agreement or Owner's verbal authorization to proceed. If invoices remain unpaid after 60 days, invoices will be subject to a handling charge at the rate of 1'/2% of the outstanding balance per month (18% per year). If we have not received payment within 75 days from the date on the invoice we will stop all work until the invoice is paid. It is understood that the Owner agrees to pay the fee as stipulated, and is not solely relying upon obtainment of financing to make payment. Prompt Payment: In the event that the "Owner" in this agreement is awaiting payment from a third party (such as the developer or bank), it is understood that the "Owner" will pay RGA no later than 10 days of receipt of each progress payment or be subject to a penalty of 2% per month, as stated in Section 7108.5 of the California Business and Professions code. b. The "Owner" in this agreement is liable for and agrees to pay all invoices, regardless of whether or not the "Owner" is ever paid or funded, per the terms of item E.1. above. RGA has the option not to proceed with this project if agreement has not been signed within 15 days of date on agreement, or if project is delayed for more than 30 days after agreement has been signed. Client's Responsibilities. Maintenance. Client acknowledges and agrees that proper Project maintenance is H 098 required after the Project is complete. A lack of or improper maintenance in areas such as, but not limited to, plants, irrigation system, pool, excessive soil compaction, etc. may result in damage to property or persons. Client further acknowledges that, as between the parties to this Agreement, Client is solely responsible for the results of any lack of or improper maintenance. Information Provided by Others. RGA shall indicate to the client information needed for the rendering of our services. The client shall provide such information as is available to the client at the client's expense, and RGA shall be entitled to rely upon the accuracy and completeness thereof. The client recognizes that it is impossible for RGA to assure the accuracy, completeness and sufficiency of such information, either because it is impossible to verify, or because of errors or omissions, which may have occurred in assembling the information the client is providing. Accordingly, the client agrees to the fullest extent permitted by law, to indemnify and hold RGA harmless from any claim, liability or cost (including reasonable attorneys fees and cost of defense) for injury or loss arising from errors, omissions or inaccuracies in documents or other information provided by the client. Landscape Architect: RGA LANDSCAPE ARCHITECTS, INC. M Ronald Gregory, President WJKlbc Washington St Ains--REV 6.26.l2 Owner: Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.2 of this Agreement, the maximum total compensation to be paid to Consultant under this Agreement is Thirty-two thousand six hundred and five dollars ($32,605) ("Contract Sum"). The Contract Sum shall be paid to Consultant in installment payments made on a monthly basis and in an amount identified in Consultants Schedule of Compensation attached hereto for the work tasks performed and properly invoiced by Consultant in conformance with Section 2.2 of the Agreement. See fee schedule, Section VI of Exhibit A, for detail. x 100 Exhibit C Schedule of Performance Consultant shall complete all services identified in the Scope of Services, Exhibit "A" of this Agreement. It is anticipated the project will be completed by July 31, 2015; however, the schedule may be delayed due to unforeseen circumstances related to the USDA -Rural Development, or the State of California. Therefore, the Agreement term includes an option for a one-year extension. H- � 101