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2012 08 07 HA
� s S OF �ti Housing Authority agendas and staff reports are available on the City's web site: www.la-quinta.org HOUSING AUTHORITY CITY COUNCIL CHAMBERS 78-495 Calle Tampico I La Quinta, California SPEC/AL MEETING TUESDAY, AUGUST 7, 2012 AT 4:00 P.M. Beginning Resolution No. HA 2012-007 CALL TO ORDER Roll Call: Authority Members: Adolph, Franklin, Henderson, Osborne and Chairperson Evans VERBAL ANNOUNCEMENT — AB 23 [Authority Secretary] 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 - NONE CONSENT CALENDAR NOTE: Consent Calendar items are routine in nature and can be approved by one motion. 1. APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT WITH STUDIO E ARCHITECTS FOR ARCHITECTURAL SERVICES RELATED TO WASHINGTON STREET APARTMENTS REHABILITATION PROJECT HOUSING AUTHORITY AGENDA 1 AUGUST 7. 2012 BUSINESS SESSION 1. CONSIDERATION OF HOUSING AUTHORITY APPROVAL OF HOUSING COMMISSION WORK 2012/2013 CHAIR AND BOARD MEMBERS' ITEMS - NONE PUBLIC HEARINGS - NONE ADJOURNMENT ACTION PLAN AND PLAN FOR FISCAL YEAR The next regular meeting of August 21, 2012 of the Housing Authority has been cancelled. The next regular meeting of the Housing Authority will be held on September 18, 2012 at 4:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253. DECLARATION OF POSTING I, Yvonne Franco, Interim Deputy 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 11.1, on August 3, 2012, DATED: Auguste" Y ONNE FRANCO, Interim Deputy 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 AUGUST 7, 2012 T-af 4 4 Q" CITY / SA / IA J FA MEETING DATE: August 7, 2012 ITEM TITLE: Approval of a Professional Services Agreement with Studio E Architects for Architectural 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 Studio E Architects for 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 Executive Director and approved by the La Quinta Housing Authority Counsel. FISCAL IMPLICATIONS: The proposed contract amount with Studio E Architects is for a total of up to $275,000 (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 a total of $40,000 per month for the time period between July and December 2012 for all of the consultants working on the matter. 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 ;003 redevelopment was dissolved. The project was 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 Apartment 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 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. For the sake of consistency, staff recommends hiring the same consultants. This agreement is with the project architect, Studio E Architects, 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." Studio E has requested some modifications of the City's standard Professional Services Agreement that are still under review by the Housing Authority Counsel. The consultant's insurance provider is uncomfortable with some of the indemnification provisions; staff and Authority Counsel will work to craft language acceptable to all parties. For this reason, the Authority is requested to approve the agreement subject to minor modifications approved by both the Executive Director and the Agency Counsel. FINDINGS AND ALTERNATIVES: The alternatives available to the Housing Authority include: 1. Approve a Professional Services Agreement with Studio E Architects for to 004 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 Executive Director and approved by the Housing Authority Counsel; or 2. Provide staff with alternative direction. Respectfully submitted, >--k-, Debbie Powell Economic Development/Housing Manager Approved for submission by: J. SVVO'kcJFk, Executive Director Attachment: 1. Professional Services Agreement with Studio E Architects .. rb 005 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 Studio E Architects ("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). 006 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. 2 001 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 Two Hundred Seventy -Five Thousand Dollars ($275,000) (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 , 10 008 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. Eric Naslund, FAIA, 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 4 009 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 ,: to 010 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 Oil 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 �. 012 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 8 013 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 1., It 014 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 10 015 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 11 016 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 12 017 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 13 018 ,N 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_.� 019 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 020 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 anymoney 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 is 021 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: STUDIO E ARCHITECTS Attention: Eric Naslunc, FAIA Principal 2258 First Avenue San Diego, CA 92101 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 17 Date is 022 ATTEST: Susan Maysels, Housing Authority Secretary APPROVED AS TO FORM: M. Katherine Jenson, Housing Authority Counsel CONSULTANT: By: Name: Title: Date: 18 023 E-X-H-4-8 IT A S C O F F ©-F-S£-R V---I=GE S STUDIO E A R C H I T E C T S 2.258 First Avenue Proposal for Architectural Services San Diego, Colifornb 92101 T 619.235.9262 T 619.235.0522 Date: June 27, 2012 Owner: Debbie Powell, Economic Development/Housing Manager La Quints Housing Authority P.O. Box 1504 Lo Quinta, CA 92253 Architect: Studio EArchitects, a California Corporation project: Washington Street Apartment Rehabilitation, La Quinta, California Project The project is to design and document the rehabilitation and addition of senior Description housing one -bedroom units at Washington Street Apartments in Lo Quinta, California. The site contains an existing 72 units that will be rehabilitated and 26 proposed units. The project will also consist of a proposed commons building, laundry room(s), maintenance room and office, revised patios and additional parking areas. All buildings are to be single -story wood -framed construction or light gauge steel with conventional slab -on -grade concrete foundations. Scope of Services The Architect will provide services consisting of the following phases and tasks: Task One: This portion of this work is to confirm the conceptual design work, assess any Schematic Design necessary changes or revisions and complete the project design. 1.1: SOUND WALL CONCEPTUAL DESIGN Provide conceptual design input for the new site sound wall which is being completed under separate contract with another team of consultants. Provide sketches for implementation by this consultant team. 1.2: MEETINGS Meet with the Owner and/or their representatives, other than as previously noted, a maximum of two times during this phase. Coordination meetings with the Architect's sub -consultants are included in this Scope. Task Two: This phase of the work addresses specific functional and engineering criteria. The Design work investigates and begins to integrate the structural, mechanical, electrical Development and plumbing systems for the units. 2.1: STRUCTURAL DESIGN Develop the type of framing system and its specific design requirements. Locate and size seismic shear walls and foundations based on the Owner's geotechnical investigation. The Structural Engineer is a sub -consultant to the Architect. ,..e - 024 Proposal for Architectural Services Washington Street Apartment Rehabilitation at Lo Quinta Page 2 of 7 2.2: MECHANICAL, ELECTRICAL AND PLUMBING INTEGRATION Review types and locations of mechanical systems for space heating/domestic hot water. Incorporate routing of air ducts and appropriate furred spaces as necessary. Review electrical power transformer and distribution locations. Explore fixture types and locations for units, exterior lighting and site lighting. Discuss and incorporate energy strategies with the entire design team. Mechanical, electrical and plumbing engineers are subconsultants to the Architect. 2.3: MEETINGS Coordination meetings with the Architect's sub -consultants are included in the above Scope. The Architect will attend a maximum of three meetings with the Owner and/or their representatives during this phase of the work. 2.4: DESIGN DEVELOPMENT DRAWINGS Finalize design decisions including exterior and interior material selections, floor plan configurations and building openings. Prepare Design Development drawings to communicate the project design. These drawings will include a site plan, demolition plan, floor plans, elevations, roof plans, sections, preliminary foundation and framing plans, preliminary mechanical, plumbing and electrical drawings. 2.5: OUTLINE SPECIFICATIONS Prepare an outline specification indicating general finish material selections such as hardware, flooring, etc. Task Three: This phase of the work involves preparing the final documents for use in Construction obtaining approval from the local building department. Documents 3.1: CONSTRUCTION DRAWINGS The construction drawings will include the following: ARCHITECTURAL Title Sheet General Notes/Specifications Accessibility Notes and Details Architectural Site Plan Means of Egress Plan Demolition Plan Unit Floor Plans Building Floor Plans Exterior Elevations (indicating finish materials) Sections Roof Plans Wall Sections (as necessary) Door and Window Schedules Interior Elevations Architectural Details STRUCTURAL Foundation Plans Roof Framing Plans Structural Details 025 Proposal for Archkecturol Services Washington Street Apartment Rehabilitation at La Quints Page 3 of 7 MECHANICAL Site Mechanical Plan Building Mechanical Plans Unit Mechanical Plans Equipment Schedules Mechanical Details Title 24 Energy Calculations PLUMBING Site Plumbing Plan Building Plumbing Plans Unit Plumbing Plans Equipment and Fixture Schedules Plumbing Details Riser Diagrams ELECTRICAL Site Electrical Plan Building Electrical Floor Plans Unit Electrical Plans Equipment and Fixture Schedules Electrical Details Single Line Diagrams 3.2: INTERIOR FINISHES Specify interior colors, finishes and fixtures for the units and the residential commons areas including flooring, paint colors, cabinetry finishes and hardware, light fixtures, base, casings, window coverings and the like. Furnishings are excluded. 3.3: BUILDING DEPARTMENT PROCESSING These drawings will be completed for Building Department processing. The Architect will assist the Owner in processing these plans through the City of La Quints including a final over-the-counter review. This work assumes that, outside the final review, the Architect will not need to physically go to City offices to complete this task. Travel associated with processing plans through the Building Department, if requested, will be billed as an additional service per the fee noted in this agreement. 3.4: CONSULTANT SERVICES/COORDINATION The Architect will coordinate with the work of all consultants on the project throughout the duration of the project. - 3.5: VALUE ENGINEERING All 'value engineering' and other Contractor input shall be received during the Design Development phase of the work. Changes to the work after this point as a result of Contractor input shall be completed as an additional service. The Architect will coordinate with the Owner and the Owner's Contractor regarding issues of constructability and cost. 3.6: MEETINGS Coordination meetings with the Owner's and Architect's sub -consultants are included in the above Scope. The Architect will attend a maximum of two meetings with the Owner and/or their representatives during this phase of the work. Teleconferences not requiring travel are included in the base scope of services. 026 Proposal for Architectural Services Washington Street Apartment Rehabilitation at La Quinta Page 4 of 7 Task Four: Bidding Respond to bidders questions and issue addenda accordingly. Coordinate with sub -consultant team to field interdisciplinary questions or issues. Communicate with the owner regarding appropriate answers to questions. The owner will handle all bidder instructions and bid protocols. Task Five: Due to the inclusion of experience construction management support hired by Construction the Owner, the Architect will provide limited construction observation services to Observation ensure compliance with the design intent. These services include visits to the site or other meetings outside the Architect's office during construction. Additionally the Architect will review shop drawings and product submittals and coordinate - with the General Contractor regarding drawing clarifications. Services are limited to the following tasks/budget: • Nine site visits at key points in the construction process. The visits are allocated to five visits during construction of the new buildings and four visits during the first phase of rehabilitation. • Answer RFIs, review shop drawings or submittals and answer field questions. This work will be completed in the Architect's offices. • Five site visits required by the Structural Engineer. These visits are allocated to two visits during construction of the new buildings and one visit for each of the rehabilitation phases. • Four site visits are included by the mechanical/plumbing engineer. Three site visits are included from the electrical engineer. These will be coordinated with the Owner and the Contractor. Work associated with substitutions or change orders contrary to the accepted bid set of drawings will be completed as an Additional Service. The Owner may elect to recoup these costs by charging the General Contractor for the design team to review and implement changes to the accepted contract documents. Additional Additional services include, but are not limited to: Services Those identified as additional services within in the above Scope of Services. • Revisions and changes to the program or work contrary to previous direction, including those required during or as a result of the Entitlement/Design Review process. • Meetings and presentations beyond those listed above. •- Preparation of 'value engineering' alternatives after the Design Development phase. • Services with respect to replacement of any work damaged during construction. • Services required as a result of the default or insolvency of the Contractor. • Work necessitated by changing General Contractors or major subcontractors. • Preparation of finished models/specialty renderings/marketing exhibits. • Specialty casework, furnishings or equipment not already included in this scope of services. • Attendance at meetings/hearings or exhibits beyond those listed above. • Work required for bidding or constructing the project, in multiple phases, except as noted above. • Work associated with preparation of a specific plan or other planning documentation beyond those listed above. 027 Proposal for Architectural Services Washington Street Apartment Rehabilitation at La Quints Page 5 of 7 Additional services will be performed on on hourly basis at the following rates: Principal 175.00 Project Manager/Lead Designer 155.00 Project Architect/Designer - 125.00 Job Captain 95.00 Technical/Design Support 75.00 Services Not These consultant services are specifically not included in this scope of service: Included Cost Estimating Geotechnical Engineering Civil Engineering Fire Alarm/Protection Plans Landscape Design Fire Sprinkler Drawings Environmental Engineering Traffic Engineering Acoustical Engineering Utility Company Coordination Offsite Improvements LEED Documentation Fees - Based on the Scope of Services listed above, tasks one through five will be completed for a fixed fee as follows: Architectural $202,462. Structural Engineering " 22,968. Mechanical Engineering/Title 24 11,220. Plumbing Engineering 9,900. Electrical Engineering/Title 24 21,450. The phases of architectural work and their relative percentages of the fixed fee are broken down as follows: Task One: Schematic Design 1.8% Task Two: Design Development 16% Task Three: Construction Documents 56.8% Task Four: Bidding 3% Task Five: Construction Observation 22.4% The estimated Construction Observation budget will not be exceeded without prior approval from the Owner. The professional fees are based on the Project Description and Scope of Services outlined above. The fee shall be modified correspondingly if there is significant revision to either. Reimbursable expenses are in addition to the fixed fee stated above and will be billed at 1.15 times actual expense of the Architect's costs and will include: any subconsultonts not included in the basic scope of work, reprographics, blueprinting, delivery service, postage and similar expenses. Mileage will be billed at the current allowable rate by the Internal Revenue Service. This rate is currently set at $.510/mile but is subject to change by the IRS. Billings shall occur monthly and are due and payable within 60 days of the date of invoice. A 1.5% late charge will be added to all balances past due and will be increased 1.5% every 30 days thereafter until the total amount is paid in full. The Architect may stop work, without penalty, if any balance is outstanding after 60 days from date of invoice. t ' 028 Proposal for Archhectural Services Washington Street Apartment Rehabilitation at La Quints Page 6 of 7 Addhional Provisions ASSIGNMENT The parties hereto agree that an Affordable Housing Developer as selected by or partnered with the Authority may assume the rights and obligations under this contract as required to achieve additional project funding through tax credits or other financing mechanisms. REPRESENTATION The Owner and Architect each agree to designate one person to act on their behalf as their representative agent in regard to communicating all direction and decisions relevant to this work. AVAILABILITY OF PREDEVELOPMENT FUNDS The Owner hereby states that funds to pay the Architect for this work have been designated and are now available and accessible and will remain so throughout the duration of this work. - OWNERSHIP OF INSTRUMENTS.OF SERVICE All reports, plans, specifications, field data and notes and other documents, including all documents on electronic media, prepared by the Architect as instruments of service shall remain the property of the Architect. The Owner shall not reuse or make any modifications without the prior written authorization of the Architect. The Architect will furnish the Owner with progress drawings during the course of the project and provide one reproducible set of final documents. LIMITATION OF LIABILITY In recognition of the relative risks and benefits of the project to both the Owner and the Architect, the risks have been allocated such that the Owner agrees, to the fullest extent permitted by law, to limit the liability of the Design Professional and his or her subconsultants to the Owner and to all construction contractors and subcontractors on the project for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorney's fees and cost and expert -witness fees and costs, so that the total aggregate liability of the Architect and his or her subconsultants to all those named shall not exceed the Architect's total fee for services rendered on this project. Such claims and causes include, but are not limited to negligence, professional errors or omissions, strict liability, breech of contract or warranty. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. The Owner agrees, to the fullest extent permitted by law, to indemnify and hold the Architect harmless from any damage, liability, or cost (including reasonable attomeys' fees and cost of defense) to the extent caused by the Owner's negligent acts, errors or omission in the performance of professional services under this Agreement and those of his or her subconsultants or consultants anyone for whom the Owner is legally liable, and arising from the project that is the subject of this Agreement. The Architect is not obligated to indemnify the Owner in any manner whatsoever for the Owner's own negligence. OWNER'S CONSULTANTS Unless otherwise indicated, design services contracted separately by the Owner shall be performed by licensed professional consultants who shall affix their seals on the appropriate documents prepared by them. The contracts between the Owner and Owner's consultants shall require the consultants to coordinate their drawings and other instruments of service with those of the Architect and to advise the Architect of any potential conflict. The Architect shall have no responsibility for the components of the Project designed by the Owner's consultants. Review by the Architect of the consultants' drawings and other instruments of service is solely for consistency with Architect's design concept for the Project. The Architect shall be entitled to rely on the technical sufficiency and timely delivery of documents and services furnished by the Owner's consultants, as well as on the computations performed by those consultants in connection with such documents and services, and shall not be required to review or verify those computations or design for compliance with applicable laws, statues, building codes, and rules and regulations. The Owner shall indemnify and hold harmless the Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attomeys' fees,.arising out of the services performed by the other consultants of the Owner. 029 Proposal forArcMteaturol services Washington Street Apartment Rehabilitation at La Quinta Page 7 of 7 GEOTECHNICAL CONDITIONS The scope of services contained in this proposal is based on standard geotechnical conditions. This scope assumes standard slab on grade and spread footings. TERMINATION Either party upon seven days written notice mayterminate this agreement. In the event of termination, the Architect shall be compensated for all services performed, and reimbursable expenses incurred, to the termination date. CORPORATE ENTITY It is intended by the parties to this Agreement that the Architect's services in connection with the Project shall not subject the Architect's individual employees, officers or directors to any personal legal exposure for the risks associated with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the Owner agrees that as the Owner's sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the Architect, a California corporation, and not against any of the Architect's individual employees, officers or directors. ENTIRE AGREEMENT This Agreement, and any exhibits attached hereto, represents the entire Agreement between the parties in connection with the transactions contemplated hereby and the subject matter hereof and this agreement supersedes and replaces any and all prior and contemporaneous agreements, understandings and communications between the parties, whether oral or written, with regard to the subject matter hereof. There are no oral or written agreements, representations or inducements of any kind existing between the parties relating to this transaction that are not expressly set forth herein. This Agreement may not be modified except by a written agreement signed by both parties. CONSTRUCTION This Agreement has been negotiated at arms length, and each party has consulted with or been given full opportunity to consult with such part/, s own legal counsel with respect to such party's rights and obligations under this agreement. Accordingly, any rule of law (including, without limitation, California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Agreement against the party drafting it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to affect the intent of the parties and the purpose of this Agreement. NO THIRD PARTY BENEFICIARY RIGHTS This Agreement is entered into for the sole benefit of the parties hereto and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. INSURANCE The Architect will maintain errors and omissions and general liability insurance throughout the duration of the project. The Architect will provide a certificate of insurance to the Owner at their request. Agreed Upon By: OWNER Name: Frank Spevacek Title: Executive Director On Behalf Of: La Quinta Housing Authority. Date: ARCHITECT Name: Eric C. Noslund, FAIA Title: Principal On Behalf Of: Studio E Architects, Inc. License: C17113, California Date: 030 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 Two Hundred Seventy -Five Thousand_ Dollars ($275,000) ("Contract Sum"), which consists of $268,000 for architectural services and $7,000 for reimbursables. 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. Please see Exhibit A, page 5 of 7 for Fees. 031 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. 032 CITY / SA B FA MEETING DATE: August 7, 2012 AGENDA CATEGORY: ITEM TITLE: Consideration of Housing Authority Action BUSINESS SESSION: Plan and Approval of Housing Commission Work Plan for Fiscal Year 2012/2013 CONSENT CALENDAR: STUDY SESSION: PUBLIC HEARING: RECOMMENDATION: Approve the Housing Authority's Fiscal Year 2012/2013 Action Alan; and approve the Housing Commission's 2012/2013 Work Plan. FISCAL IMPLICATIONS: The resources required to implement the action plan consist primarily of staff time, which is currently funded in the Fiscal Year 2012/2013 Development Services budget. Since the Housing Authority assumed the former Redevelopment Agency's housing obligations, this budget will be moved from the City General Fund to the Housing Authority as part of the mid -year budget adjustments. The Cove Rental Home program and Washington Street Apartments administrative and maintenance expenses are self-sustaining; rental income funds these expenses. These revenues and expenditures are included in the Housing Authority Fiscal Year 2012/2013 Budget. Funding for potential purchases of Silent Second Trust Deed homes from foreclosure sales would be funded by the Housing Authority budget; however, appropriations may be necessary. Staff will address these individually as they occur. Staff and consultant time for the Washington Street Apartments and Coral Mountain project administration is included in the Recognized Obligation Payment Schedules and is therefore funded by the Redevelopment Property Tax Trust Fund (property taxes). .� 033 BACKGROUND AND OVERVIEW: Introduction Redevelopment law required redevelopment agencies to produce a certain number of affordable housing units - the former La Quinta Redevelopment Agency ("LQRDA") was mandated to produce 2,307 affordable units. The LQRDA was very successful in creating affordable housing opportunities, resulting in over 1,500 high -quality affordable housing units produced through a variety of initiatives, projects, and programs. As the economy worsened, the demand for affordable housing has grown. A survey of La Quinta affordable properties indicates a one to two year waiting list, especially for multi -family units. In 2009, the La Quinta Housing Authority ("LQHA") was formed to own and administer the LQRDA's affordable housing properties. Because the properties and programs were funded with redevelopment housing funds, the LQHA is required to maintain the affordability covenants. Affordability Covenants Redevelopment law required that affordability covenants be recorded on all housing that was purchased with, or assisted by, redevelopment housing funds. This required the property to remain affordable for 45 years (ownership properties) or 55 years (rental properties). Effect of Redevelopment Dissolution The redevelopment dissolution law, ABx1 26 provides that a local housing authority assume the housing assets (except the Low/Moderate Income Housing funds), rights powers, duties, obligations and functions of the former redevelopment agency. The LQHA formally accepted this responsibility on January 17, 2012. The Oversight Board (who oversees the disposition of the LQRDA's assets) also formally approved the transfer of housing properties to the LQHA. ABx1 26further states that the entity assuming the housing functions formerly performed by the redevelopment agency MAY enforce affordability covenants and perform related activities pursuant to applicable provisions of the Community Redevelopment Law. This is interpreted to mean that the LQHA can enforce affordability covenants if it so chooses, but is not required to do so. It should be noted while the former redevelopment requirements for affordable housing production no longer exist, the City is still required to plan for and provide affordable housing within its General Plan, as determined by a Regional Housing Needs Assessment. And there is a growing need for affordable housing in La Quinta. 034 Housing Authority Draft Fiscal Year 2012/2013 Action Plan Staff drafted the attached Action Plan (Attachment 1) under the assumption the LQHA desires to continue enforcing affordability covenants and providing affordable housing projects and programs. The Action Plan lays out a course of action and timeframe for current housing programs and vacant properties. A few items are highlighted below. • Housing Authority Vacant Property - Direct staff to continue discussions with interested developers; bring options to the LQHA Board; and then direct staff to market the properties. • Vacant Property at Dune Palms/Westward Ho — Direct staff to continue discussions with Bridge Housing, the LQRDA's selected developer for this property (from a 2010 RFP process); and with Jim Knickerbocker of Ron Brady & Associates Real Estate. Both are studying various development options, including a mix of affordable and market rate apartments. • Washington Street Apartments and adjacent property — Direct staff to continue discussions with John Seymour of National CORE (owner and operator of Vista Dunes Courtyard Homes). There may be opportunities for a joint venture with this or another developer. • Silent Second Trust Deeds — Staff .is seeking direction with regards to purchasing silent second trust deed homes that have gone to foreclosure sale. If the Housing Authority does not purchase the home, the affordability covenant is lost. Our housing consultant and staff have found that in most cases, the lenders have very accommodating with the homeowner and are able to avoid foreclosure. So, generally, there are very few homes that go to foreclosure sale. Housing Commission The La Quinta Housing Commission is required to approve an annual work plan; it must subsequently be approved by the Housing Authority. The La Quinta Housing Commission approved its 2012/2013 work plan on June 13, 2012. The work plan is included as Attachment 2 for the LQHA's review. FINDINGS AND ALTERNATIVES: 1. Approve the Housing Authority's Fiscal Year 2012/2013 action plan; and approve the Housing Commission's 2012/2013 work plan; or 2. Provide staff with alternative direction. 035 Respectfully submitted, Debbie Powell\ Economic Development & Housing Manager Approved for submission by: J. Sp6va`da,k, Executive Director Attachments: 1. LQHA Affordable Housing Action-Pran for Fiscal Year 2012/2013 2. La Quinta Housing Commission Work Plan for Fiscal Year 2012/2013 .0..i 036 ATTACHMENT 1 La Quinta Housing Authority Affordable Housing Action Plan Fiscal Year 2012/2013 28 Cove Rental Homes Action 1: Continue the Cove Home Rental Program, homes to HUD Section 8-qualified tenants Action 2: Continue to manage properties via conti Palms Realty (contract expires February Action 3: which ;provides single-family rental In late fall/early winter 2012, review 'La ,Quints Palms contract; direct staff to renew contract or issue a Request'for. Proposals/Qualifications Foreclosed Home Purchase A'Rehab Program Action 1: Complete rehabilitation on, the final home purcha program;, sell to income -qualified buyer; provide facilitate.affordability/record affordability covenant Housing Authority Vacant Property ed via Fiscal Year 2009/2010 Silent Second Trust Deed to Action 1: Continue discussions with affordable housing developers regarding opportunities for disposition and future development of Housing Authority -owned, unentitled vacant land. Action 2: Based on developer discussions and staff analysis, make recommendations to the Housing Authority Board regarding options for the various properties. 037 Action 3: Market the properties to interested developers. Property Descriptions: A description of the properties is provided below. See maps attached as Exhibits 1 and 2 - each property is referenced on the map by the letter preceding the description. Various options are listed below the property descriptions, but are in no means the only possible options. A. Three standard Cove residential lots (50"x I00`). Zoning is Residential Cove (RC), allowing construction of single fi#mily homes through the building permit process 1. Donate to Habitat for Humanity ;or,,similar-'non-prof it for construction of affordable homes 2. Sell or donate to City for "pocket parks". Recommendation to Housing Authority -.Spring 2013 B. 11,326 square foot residential parcel ,on Calle Tamazula, east of Washington Street/south of.Avenida La Fonda, adjacent to a `vacant City -owned property to the north and a privately -owned and developed parcel to the south; zoned Low Density Residentia! : jRL), _allowing construction of a single family home through; the building permit process 1 Donate to Habitat for 'Humanity' or similar non-profit for construction of affordable home''.. t .. �. Recommendation to Housing Authority - Spring 2013 C. 1.16 acres northeast of La Quinta Community Park. Current zoning is Village Commercial (VC). 1. Develop affordable "artists' lofts" above retail studios 2. Develop affordable mixed use housing Recommendation to Housing Authority - Late fall/Early Winter 2012 ,Y 038 D. 5.7 acres on the southeast corner of Westward Ho Drive and Dune Palms Road zoned Medium Density Residential (RM) with density not to exceed up to eight (8) dwelling units per acre. 1. Continue discussions with LORDA's previously -selected developer, Bridge Housing, about options/funding 2. Continue discussions with Ron Brady & Associates Real Estate (Jim Knickerbocker) regarding development of a mixed market rate/affordable apartment complex 3. Engage other developers regarding developnitt options/funding Recommendation to Housing Authority - Spring 2013 E. 6.9-acre parcel immediately south of the Washington Street Apartments property, zoned High Density Residentialf(RH), which allows up to sixteen (16) dwelling unit per acre. 1. Continue discussions with affordable housing' developers regarding options to create a development that'complements Washington Street Apartments Recommendation, to- Housing Authority - pring 201:3 It should be noted the Housing` Authority also has the option to sell any or all of the above -listed properties for fair, market value;: and deposit sale proceeds into the Housing Authority fund for othailfuture affordable housing projects and programs. Washington Street Apartments F. Washington Street'Apartments, 1. Continue with current program, begin construction drawings; move forward to construct 24 new units and rehabilitate 72 units, dependent upon DOF determination regarding use of 2011 bond proceeds 2. Initiate/continue discussions with affordable housing developers regarding a joint venture structure, which could infuse other funding into the project 3. As part of number 2, explore possibilities for ownership structure (sell to developer, lease structure, revenue sharing, etc.) 4. Ensure that USDA -Rural Development approves of any change in ownership/development structure Recommendation to Housing Authority - Spring 2013 039 Housing Authority Encumbered Property Coral Mountain Apartments The Disposition and Development Agreement ("DDA") with Coral Mountain Partners, L.P. has been transferred from the former LQRDA to the LQHA. Construction is scheduled to begin in August 2012. Action 1: Monitor the project to ensure compliance with all DDA provisions and adherence to the schedule of performance. Action 2: Work closely with developer to facilitate necessary CityfLQHA review and approvals. Action 3: Monitor project budget; review payment, requests Iand,work closely with escrow company to ensure accurate and timely reimbursements to developer. Silent Second The Housing Authority currently holds approximately 420 Silent Second Trust Deeds on homes throughout the City. The program was very active in the 1990's- early, 2000's, but has been scaled back andis currently used for the foreclosed home' program. The. Silent Second funds the gap between a market rate and affordable mortgage, and places a 4.5-year affordability covenant on the home. If a home is sold to a non -income qualified buyer, or if it is sold at a foreclosure sale, the affordability covenant is lost. Once a house has gone into foreclosure, the foreclosure sale happens fairly quickly. m The Housing Authority may submit a bid, but the bid must cover the cost of the existing loan plus the silent second trust deed to preserve the affordability covenant. If the Housing Authority's bid is successful, the house could then be rehabilitated, if needed, and sold to another income -qualified buyer. Action 1: Authorize staff to analyze the cost (including any potential rehabilitation costs, fees, back taxes, etc.) to purchase Housing Authority Silent Second Trust Deed - encumbered homes that go to foreclosure sale on a case -by -case basis. 040 Watercolors The Watercolors development is a gated community on Avenue 48 near Dune Palms Road containing 149 single-family homes affordable to low and moderate income seniors age 55+. In 2003, the La Quinta Redevelopment Agency entered into an affordable housing agreement with Santa Rosa Development to provide Agency -funded silent second trust deeds for these homes, thus securing 45-year affordability covenants. The Agency invested $13.0 million in this project. Staff held a meeting with Watercolors residents several ongoing issues. Many have been resole resident questions and issues that require further r( the CC & R prohibition on renting the houses ;.:the 55 + age restriction; and a request by some resides extinguish) the Silent Second Trust Deeds. /_6ii[o lm I December 2011 to discuss -however, there are several arch and discussion, including iallenges for heirs due to the to, write down (or completely Conduct a study session in falllwinter 2012 to further with direction on these issues. discuss and provide staff 041 ATTACHMENT 2 Housing Commission Work Plan Fiscal Year 2012/2013 With the State wide dissolution of redevelopment agencies, local housing authorities had the option of becoming "Housing Successors" to the former redevelopment agencies. The La Quinta Housing Authority adopted Resolution No. 2012-002, electing to become the Housing Successor to the former La Quinta Redevelopment Agency. The Housing Authority will continue with the former La Quinta Redevelopment Agency's efforts to provide quality affordable housing. The Housing Commission's function is to review and make recommendations on matters that come before the Housing Authority, except emergency matters and matters the Housing Commission itself elects not to consider. • Review quarterly reports from Housing Authority -owned properties, including the Cove Rental Homes and Washington Street Apartments • Review quarterly reports from the various non -Housing Authority - owned properties, including Wolff Waters Place, Vista Dunes, Seasons Senior Housing, Hadley Villas • Invite local affordable housing property managers/management firms to make presentations to the Commission regarding the properties and programs for residents • Facilitate programs/education/outreach for renters about becoming homeowners • Conduct an educational seminar for local brokers regarding La Quinta's affordable housing programs and projects • Review documents related to Housing Authority -owned properties such leases, rules & regulations, and admission applications • Continue to receive updates on projects in process, including Washington Street Apartments and Coral Mountain Apartments • Continue to receive updates on State legislation affecting affordable housing 1 044 The La Quinta Housing Authority will be formulating plans and policies with regards to Housing Authority -owned properties and assets: • Review Housing Authority's action plan regarding Housing Authority - owned vacant land • Review Housing Authority's policy related to foreclosures on silent second trust deed homes • Review Housing Authority's policy changes related to the Watercolors Senior Housing Development 2 .. it 0 4 5