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2022-25 JC Desert Enterprises, Inc (Robin Carney) Assin & Assup Agrmt - Property Mgmt
ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT (La Quinta Housing Authority Contract Services Agreement) This ASSIGNMENT, ASSUMPTION, AND CONSENT AGREEMENT (the "Agreement") is dated November 1st, 2022 and is by and among LA QUINTA PALMS REAL ESTATE COMPANY, a California Corporation, Bruce Y. Cathcart President (the "Assignor") and JC DESERT ENTERPRISES INCORPORATED, a California Corporation, Robin J. Carney President (the "Assignee"), and the LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic, ("Authority"). Assignor, Assignee, and Authority are periodically referred to herein individually as a "party" and collectively as the "parties." RECITALS A. Authority and Assignor entered into that certain Contract Services Agreement, dated July 1, 2020 ("Contract Services Agreement"). B. Assignor sold its interest in the Business to Assignee. In conjunction with such transfer, Assignor desires to assign the Agreement, and all of Assignor's rights and obligations thereunder, to Assignee, and Assignee desires to assume Assignor's position with respect to the Agreement and of Assignor's rights and obligations under the Agreement subject to the terms of this Assignment. C. Assignor and Assignee intend to have assigned to Assignee the Assignor's rights and obligations under the "Contract Services Agreement" as described and identified in the Recitals above, and which is attached hereto as Exhibit A and incorporated herein by reference; furthermore, Assignor and Assignee seek the Authority's consent to said assignment, as more particularly described herein. NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. Assignor hereby assigns to Assignee, and Assignee hereby assumes, all of Assignor's rights, title, and interest in and to the rights and obligations under the Contract Services Agreement (the "Assignment"). 2. Assignor and Assignee have full power, authority and legal right to enter into, execute and deliver this Agreement and to effectuate the Assignment provided herein. 3. As a material inducement for the Authority to grant its consent the Assignment, Assignee hereby represents and warrants to the Authority, and the Authority hereby relies on Assignee's representation and warranty, that Assignee is solvent and has the financial capability of fulfilling each and every obligation and duty it takes on by way of assumption of the Contract Services Agreement. 4. Authority hereby consents to the Assignment as provided by this Agreement. 698/015610-0002 16469335.1 a10/27/22 5. This Agreement binds and inures to the benefit of the legal representatives, heirs, successors and assigns of all signatories hereto. 6. The laws of the State of California shall govern all matters arising out of this Agreement without regard to conflict of law principles. 7. Any capitalized terms not otherwise defined in this Agreement shall have the same meaning ascribed to them in the Contract Services Agreement. 8. The signatories hereto hereby agree to execute and deliver, record (if necessary) and file, at any time and from time to time, such additional documents, instruments and agreements deemed necessary or desirable for more fully supplementing this Agreement to reflect the Assignee's assumption of the Assignment. 9. The Executive Director of the Authority has the authority to execute and deliver this Agreement and any such additional documents, amendments, instruments, and agreements in furtherance of ensuring Assignee's performance of the Contract Services Agreement and compliance with any and all applicable laws of the State of California and La Quinta Municipal Code (and any rules, regulation, policies, or procedures implementing the same). 10. This Agreement may be signed by the different signatories hereto in counterparts, each of which is deemed an original but all of which together constitute one and the same agreement. [Remainder of page left intentionally blank. Signature pages follow.] 698/015610-0002 16469335.1 a10/27/22 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered on their behalf by their duly authorized representatives as of the date first set forth above. Assignor: LA QUINTA PALMS REAL ESTATE COMPANY, A CALIFORNIA CORPORATION By: Name: .7 ,;;-i 04 -.4,--z. Title: avt,e, 0,01- [State -specific Notary acknowledgment to be added if document recorded] 698/015610-0002 16469335.1 a 10/27/22 3 Assignee: JC DESERT ENTERPRISES, INC., A CALIFORNIA CORPORATION By: Name: � tab �1 C Title: Yi Y 5►d�_� [State -specific Notary acknowledgment to be added if document recorded.] 698/015610-0002 16469335.1a10/27/22 4 Authority LA QUINTA HOUSING AUTHORITY, a public body, corporate and politic By: , I� Jon McMillen, Executive Director City of La Quinta, California ATTEST: 10/28/2022 Monika Radeva, City Clerk La Quinta, California APPROVED AS TO FORM: William H. Ihrke, City Attorney City of La Quinta, California 698/015610-0002 16469335.1 a10/27/22 5 Exhibit A CONTRACT SERVICES AGREEMENT [attached hereto] 698/015610-0002 16469335.1 a10/27/22 6 ATTACHMENT 1 EXHIBIT A AGREEMENT FOR CONTRACT SERVICES THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and LA QUINTA PALMS REALTY, Inc. ("Contracting Party"). The parties hereto agree as follows: 1 SERVICES OF CONTRACTING PARTY. 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contracting Party shall provide those services related to residential property management services, as specified in the "Scope of Services" attached hereto as "Exhibit A" and incorporated herein by this reference (the "Services"). Contracting Party represents and warrants that Contracting Party is a provider of first-class work and/or services and Contracting Party is experienced in performing the Services contemplated herein and, in light of such status and experience, Contracting Party covenants that it shall follow industry standards in performing the Services required hereunder, and that all materials, if any, will be of good quality, fit for the purpose intended. For purposes of this Agreement, the phrase "industry standards" shall mean those standards of practice recognized by one or more first-class firms performing similar services under similar circumstances. 1.2 Compliance with Law. Alt Services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City and any Federal, State, or local governmental agency of competent jurisdiction. 1.3 Wage and Hour Compliance, Contracting Party shall comply with applicable Federal, State, and local wage and hour laws. 1.4 Licenses, Permits, Fees and Assessments. Except as otherwise specified herein, Contracting Party shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement, including a City of La Quinta business license. Contracting Party and its employees, agents, and subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Services required by this Agreement. Contracting Party shall have Page I of 17 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, and shall indemnify, defend (with counsel selected by City), and hold City, its elected officials, officers, employees, and agents, free and harmless against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder. Contracting Party shall be responsible for all subcontractors' compliance with this Section. 1.5 Familiarity with Work. By executing this Agreement, Contracting Party warrants that (a) it has thoroughly investigated and considered the Services to be performed, (b) it has investigated the site where the Services are to be performed, if any, and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the Services should be performed, and (d) it fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. Should Contracting Party discover any latent or unknown conditions materially differing from those inherent in the Services or as represented by City, Contracting Party shall immediately inform City of such fact and shall not proceed except at Contracting Party's risk until written instructions are received from the Contract Officer, or assigned designee (as defined in Section 4.2 hereof). 1.6 Standard of Care. Contracting Party acknowledges and understands that the Services contracted for under this Agreement require specialized skills and abilities and that, consistent with this understanding, Contracting Party's work will be held to an industry standard of quality and workmanship. Consistent with Section 1.5 hereinabove, Contracting Party represents to City that it holds the necessary skills and abilities to satisfy the industry standard of quality as set forth in this Agreement. Contracting Party shall adopt reasonable methods during the life of this Agreement to furnish continuous protection to the Services performed by Contracting Party, and the equipment, materials, papers, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the Services by City, except such losses or damages as may be caused by City's own negligence. The performance of Services by Contracting Party shall not relieve Contracting Party from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to City, when such inaccuracies are due to the negligence of Contracting Party. 1.7 Additional Services. In accordance with the terms and conditions of this Agreement, Contracting Party shall perform services Page 2 of 17 in addition to those specified in the Scope of Services ("Additional Services") only when directed to do so by the Contract Officer, or assigned designee, provided that Contracting Party shall not be required to perform any Additional Services without compensation. Contracting Party shall not perform any Additional Services until receiving prior written authorization (in the form of a written change order if Contracting Party is a contractor performing the Services) from the Contract Officer, or assigned designee, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of Contracting Party. It is expressly understood by Contracting Party that the provisions of this Section shall not apply to the Services specifically set forth in the Scope of Services or reasonably contemplated therein. It is specifically understood and agreed that oral requests and/or approvals of Additional Services shall be barred and are unenforceable. Failure of Contracting Party to secure the Contract Officer's, or assigned designee's written authorization for Additional Services shall constitute a waiver of any and all right to adjustment of the Contract Sum or time to perform this Agreement, whether by way of compensation, restitution, quantum meruit, or the like, for Additional Services provided without the appropriate authorization from the Contract Officer, or assigned designee. Compensation for properly authorized Additional Services shall be made in accordance with Section 2.3 of this Agreement. 1.8 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in "Exhibit D" (the "Special Requirements"), which is incorporated herein by this reference and expressly made a part hereof. In the event of a conflict between the provisions of the Special Requirements and any other provisions of this Agreement, the provisions of the Special Requirements shall govern. 2. COMPENSATION. 2.1 Contract Sum. For the Services rendered pursuant to this Agreement, Contracting Party shall be compensated in accordance with "Exhibit B" (the "Schedule of Compensation") (the "Contract Sum") except as provided in Section 1.7. The method of compensation set forth in the Schedule of Compensation may include a lump sum payment upon completion, payment in accordance with the percentage of completion of the Services, payment for time and materials based upon Contracting Party's rate schedule, but not exceeding the Contract Sum, or such other reasonable methods as may be specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contracting Party at all project meetings reasonably deemed necessary Page: 3 of 17 by City; Contracting Party shall not be entitled to any additional compensation for attending said meetings. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, transportation expense, telephone expense, and similar costs and expenses when and if specified in the Schedule of Compensation. Regardless of the method of compensation set forth in the Schedule of Compensation, Contracting Party's overall compensation shall not exceed the Contract Sum, except as provided in Section 1.7 of this Agreement. 2.2 Method of Billing & Payment. Any month in which Contracting Party wishes to receive payment, Contracting Party shall submit to City no later than the tenth (loth) working day of such month, in the form approved by City's Finance Director, an invoice for Services rendered prior to the date of the invoice. Such invoice shall (1) describe in detail the Services provided, including time and materials, and (2) specify each staff member who has provided Services and the number of hours assigned to each such staff member. Such invoice shall contain a certification by a principal member of Contracting Party specifying that the payment requested is for Services performed in accordance with the terms of this Agreement. Upon approval in writing by the Contract Officer, or assigned designee, and subject to retention pursuant to Section 8.3, City will pay Contracting Party for all items stated thereon which are approved by City pursuant to this Agreement no later than thirty (30) days after invoices are received by the City's Finance Department. 2.3 Compensation for Additional Services. Additional Services approved in advance by the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement shall be paid for in an amount agreed to in writing by both City and Contracting Party in advance of the Additional Services being rendered by Contracting Party. Any compensation for Additional Services amounting to five percent (5%) or less of the Contract Sum may be approved by the Contract Officer or assigned designee. Any greater amount of compensation for Additional Services must be approved by the La Quinta City Council, the City Manager, or Department Director, depending upon City laws, regulations, rules and procedures concerning public contracting. Under no circumstances shall Contracting Party receive compensation for any Additional Services unless prior written approval for the Additional Services is obtained from the Contract Officer, or assigned designee, pursuant to Section 1.7 of this Agreement. 3. PERFORMANCE SCHEDULE, 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. If the Services not completed in accordance with the Schedule of Performance, as set forth in Section 3.2 and "Exhibit Page 4 of 17 C", it is understood that the City will suffer damage. 3.2 Schedule of Performance. All Services rendered pursuant to this Agreement shall be performed diligently and within the time period established in "Exhibit C" (the "Schedule of Performance"). Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer, or assigned designee. 3.3 Force Majeure. The time period specified in the Schedule of Performance for performance of the Services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Contracting Party, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Contracting Party shall within ten (10) days of the commencement of such delay notify the Contract Officer, or assigned designee, in writing of the causes of the delay. The Contract Officer, or assigned designee, shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the forced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination, or assigned designee, shall be final and conclusive upon the parties to this Agreement. Extensions to time period in the Schedule ❑f Performance which are determined by the Contract Officer, or assigned designee, to be justified pursuant to this Section shall not entitle the Contracting Party to additional compensation in excess of the Contract Sum. 3.4 Term. Unless earlier terminated in accordance with the provisions in Article 8.0 of this Agreement, the term of this agreement shall commence on July 1, 2020, and terminate on June 30, 2023 ("Initial Term"). This Agreement may be extended for two (2) additional year(s) upon mutual agreement by both parties ("Extended Term"). 4. COORDINATION OF WORK. 4.1 Representative ❑f Contracting Party. The following principals of Contracting Party ("Principals") are hereby designated as being the principals and representatives of Contracting Party authorized to act in its behalf with respect to the Services specified herein and make all decisions in connection therewith: (a) Jim Cathcart, Owner / Manager Tel No.: 760-275-3094 E-mail: JIM©LAQUINTAPALMSREALTY.COM Page 5 of 17 (b) Robin Carney, Property Manager Tel No.: 760-564-4104 E-mail: ROBIN@LAQUINTAPALMSREALTY.COM It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing Principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principals shall be responsible during the term of this Agreement for directing all activities of Contracting Party and devoting sufficient time to personally supervise the Services hereunder. For purposes of this Agreement, the foregoing Principals may not be changed by Contracting Party and no other personnel may be assigned to perform the Services required hereunder without the express written approval of City. 4.2 Contract Officer. The "Contract Officer", otherwise known as the Executive Director of the City of La Quinta Housing Authority or assigned designee may be designated in writing by the City Manager of the City. It shall be Contracting Party's responsibility to assure that the Contract Officer, or assigned designee, is kept informed of the progress of the performance of the Services, and Contracting Party shall refer any decisions, that must be made by City to the Contract Officer, or assigned designee. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer or assigned designee. The Contract Officer, or assigned designee, shall have authority to sign all documents on behalf of City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability, and reputation of Contracting Party, its principals, and its employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, Contracting Party shall not contract or subcontract with any other entity to perform in whole or in part the Services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated, or encumbered, voluntarily or by operation of law, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contracting Party, taking all transfers into account on a cumulative basis. Any attempted or purported assignment or contracting or subcontracting by Contracting Party without City's express written approval shall be null, void, and of no effect. No approved transfer shall release Contracting Party of any liability hereunder without the Page 6 of 17 express consent of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contracting Party, its agents, or its employees, perform the Services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision, or control of Contracting Party's employees, servants, representatives, or agents, or in fixing their number or hours of service. Contracting Party shall perform all Services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Contracting Party in its business or otherwise or a joint venture or a member of any joint enterprise with Contracting Party. Contracting Party shall have no power to incur any debt, obligation, or liability on behalf of City. Contracting Party shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Except for the Contract Sum paid to Contracting Party as provided in this Agreement, City shall not pay salaries, wages, or other compensation to Contracting Party for performing the Services hereunder for City. City shall not be liable for compensation or indemnification to Contracting Party for injury or sickness arising out of performing the Services hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contracting Party and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System ("PERS") as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Contracting Party agrees to pay all required taxes on amounts paid to Contracting Party under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contracting Party shah fully comply with the workers' compensation laws regarding Contracting Party and Contracting Party's employees. Contracting Party further agrees to indemnify and hold City harmless from any failure of Contracting Party to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any payment due to Contracting Party under this Agreement any amount due to City from Contracting Party as a result of Contracting Page 7of17 Party's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 4.5 Identity of Persons Performing Work. Contracting Party represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all of the Services set forth herein. Contracting Party represents that the Services required herein will be performed by Contracting Party or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 City Cooperation. City shall provide Contracting Party with any plans, publications, reports, statistics, records, or other data or information pertinent to the Services to be performed hereunder which are reasonably available to Contracting Party only from or through action by City. 5. INSURANCE. 5.1 Insurance. Prior to the beginning of any Services under this Agreement and throughout the duration of the term of this Agreement, Contracting Party shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, policies of insurance as set forth in "Exhibit E" (the "Insurance Requirements") which is incorporated herein by this reference and expressly made a part hereof. 5.2 Proof of Insurance. Contracting Party shall provide Certificate of Insurance to Agency along with all required endorsements. Certificate of Insurance and endorsements must be approved by Agency's Risk Manager prior to commencement of performance. 6. INDEMNIFICATION. 6.1 Indemnification. To the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and ail of its officers, employees, agents, and volunteers as set forth in "Exhibit F" ("Indemnification") which is incorporated herein by this reference and expressly made a part hereof. 7. RECORDS AND REPORTS. 7.1 Reports. Contracting Party shall periodically prepare and submit to the Contract Officer, or assigned designee, such reports concerning Contracting Party's performance of the Services required by this Page 8 of 17 Agreement as the Contract Officer, or assigned designee, shall require. Contracting Party hereby acknowledges that City is greatly concerned about the cost of the Services to be performed pursuant to this Agreement. For this reason, Contracting Party agrees that if Contracting Party becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the Services contemplated herein or, if Contracting Party is providing design services, the cost of the project being designed, Contracting Party shall promptly notify the Contract Officer, or assigned designee, of said fact, circumstance, technique, or event and the estimated increased or decreased cost related thereto and, if Contracting Party is providing design services, the estimated increased or decreased cost estimate for the project being designed. 7.2 Records. Contracting Party shall keep, and require any subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports (including but not limited to payroll reports), studies, or other documents relating to the disbursements charged to City and the Services performed hereunder (the "Books and Records"), as shall be necessary to perform the Services required by this Agreement and enable the Contract Officer, or assigned designee, to evaluate the performance of such Services. Any and all such Books and Records shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer, or assigned designee, shall have full and free access to such Books and Records at all times during normal business hours of City, including the right to inspect, copy, audit, and make records and transcripts from such Books and Records. Such Books and Records shall be maintained for a period of three (3) years following completion of the Services hereunder, and City shall have access to such Books and Records in the event any audit is required. In the event of dissolution of Contracting Party's business, custody of the Books and Records may be given to City, and access shall be provided by Contracting Party's successor in interest. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under this Agreement. 7.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents, and other materials plans, drawings, estimates, test data, survey results, models, renderings, and other documents or works of authorship fixed in any tangible medium of Page 9 of 17 expression, including but not limited to, physical drawings, digital renderings, or data stored digitally, magnetically, or in any other medium prepared or caused to be prepared by Contracting Party, its employees, subcontractors, and agents in the performance of this Agreement (the "Documents and Materials") shall be the property of City and shall be delivered to City upon request of the Contract Officer, or assigned designee, or upon the expiration or termination of this Agreement, and Contracting Party shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the Documents and Materials hereunder. Any use, reuse or assignment of such completed Documents and Materials for other projects and/or use of uncompleted documents without specific written authorization by Contracting Party will be at City's sole risk and without liability to Contracting Party, and Contracting Party's guarantee and warranties shall not extend to such use, revise, or assignment. Contracting Party may retain copies of such Documents and Materials for its own use. Contracting Party shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any Documents and Materials prepared by them, and in the event Contracting Party fails to secure such assignment, Contracting Party shall indemnify City for all damages resulting therefrom. 7.4 In the event City or any person, firm, or corporation authorized by City reuses said Documents and Materials without written verification or adaptation by Contracting Party for the specific purpose intended and causes to be made or makes any changes or alterations in said Documents and Materials, City hereby releases, discharges, and exonerates Contracting Party from liability resulting from said change. The provisions of this clause shall survive the termination or expiration of this Agreement and shall thereafter remain in full force and effect. 7.5 Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, rights of reproduction, and other intellectual property embodied in the Documents and Materials. Contracting Party shall require all subcontractors, if any, to agree in writing that City is granted a non-exclusive and perpetual license for the Documents and Materials the subcontractor prepares under this Agreement. Contracting Party represents and warrants that Contracting Party has the legal right to license any and all of the Documents and Materials. Contracting Party makes no such representation and warranty in regard to the Documents and Materials which were prepared by design professionals other than Contracting Party or provided to Contracting Party by City. City shall not be limited in any way in its use of the Documents and Materials at any time, provided that any such use not within the Page 10 of 17 purposes intended by this Agreement shall be at City's sole risk. 7.6 Release of Documents. The Documents and Materials shall not be released publicly without prior written approval of the Contract Officer, or assigned designee, or as required by law. Contracting Party shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 7,7 Confidential or Personal Identifying Information. Contracting Party covenants that all City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussion notes, or other information, if any, developed or received by Contracting Party or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contracting Party to any person or entity without prior written authorization by City or unless required by law. City shall grant authorization for disclosure if required by any lawful administrative or legal proceeding, court order, or similar directive with the force of law. All City data, data lists, trade secrets, documents with personal identifying information, documents that are not public records, draft documents, discussions, or ❑ther information shall be returned to City upon the termination or expiration of this Agreement. Contracting Party's covenant under this section shall survive the termination ❑r expiration of this Agreement. 8. ENFORCEMENT OF AGREEMENT. 8.1 California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the parties in accordance with the laws of the State of California, Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any ❑ther appropriate court in such county, and Contracting Party covenants and agrees to submit t❑ the personal jurisdiction of such court in the event of such action. 8.2 ❑isputes. 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 010) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer, or assigned designee; provided that if the default is an immediate danger to the health, safety, ❑r general welfare, City may take such immediate action as City deems warranted, Page 11 of 17 Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to this Article 8.0. During the period of time that Contracting Party is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during any period of default. 8.3 Retention of Funds. City may withhold from any monies payable to Contracting Party sufficient funds to compensate City for any fosses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Contracting Party in the performance of the Services required by this Agreement. 8.4 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver-. City's consent or approval of any act by Contracting Party requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Contracting Party. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 8.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Termination Prior To Expiration of Term. This Section shall govern any termination of this Agreement, except as specifically provided in the following Section for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contracting Party. Upon receipt of any notice of Page 12 of 17 termination, Contracting Party shall immediately cease all Services hereunder except such as may be specifically approved by the Contract Officer, or assigned designee. Contracting Party shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer, or assigned designee, thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, or assigned designee, except amounts held as a retention pursuant to this Agreement. 8.8 Termination for Default of Contracting Party. If termination is due to the failure of Contracting Party to fulfill its obligations under this Agreement, Contracting Party shall vacate any City -owned property which Contracting Party is permitted to occupy hereunder and City may, after compliance with the provisions of Section 8.2, take over the Services and prosecute the same to completion by contract or otherwise, and Contracting Party shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Contracting Party for the purpose of setoff or partial payment of the amounts owed City. 8.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees; provided, however, that the attorneys' fees awarded pursuant to this Section shall not exceed the hourly rate paid by City for legal services multiplied by the reasonable number of hours spent by the prevailing party in the conduct of the litigation. Attorneys' fees shall include attorneys' fees on any appeal, and in addition a party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. The court may set such fees in the same action or in a separate action brought for that purpose. 9. CITY OFFICERS AND EMPLOYEES; NONDISCRIMINATION. 9.1 Non -liability of City Officers and Employees. No officer, official, employee, agent, representative, or volunteer of City shall be personally liable to Contracting Party, or any successor in interest, in the event or Page 13 of 17 any default or breach by City or for any amount which may become due to Contracting Party or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. Contracting Party covenants that neither it, nor any officer or principal of it, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contracting Party's performance of the Services under this Agreement. Contracting Party further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent, or subcontractor without the express written consent of the Contract Officer, or assigned designee. Contracting Party agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. Contracting Party warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 9.3 Covenant against Discrimination. Contracting Party covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any impermissible classification including, but not limited to, race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry in the performance of this Agreement. Contracting Party shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry. 10. MISCELLANEOUS PROVISIONS. 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight Page 14 of 17 (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF LA QUINTA ATTN: Executive Director 78495 Calle Tampico La Quinta, CA 92253 To Contracting Party: LA QUINTA PALMS REALTY ATTN: Jim Cathcart 51001 Eisenhower Dr, La Quinta, CA 92253 10.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 10.3 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement. 10.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument 10.5 Integrated Agreement. This Agreement including the exhibits hereto is the entire, complete, and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements, and understandings, if any, between the parties, and none shall be used to interpret this Agreement. 10.6 Amendment. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Contracting Party and by the City Council of City. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 10.7 Severability. In the event that any one or more of the articles, phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall he declared invalid or unenforceable, such invalidity or unenforceability shall not affect any of the remaining articles, phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 10.8 Unfair Business Practices Claims. In entering into this Page 15 of 17 Agreement, Contracting Party offers and agrees to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials related to this Agreement. This assignment shall be made and become effective at the time City renders final payment to Contracting Party without further acknowledgment of the parties. 10.9 No Third -Party Beneficiaries. With the exception of the specific provisions set forth in this Agreement, there are no intended third - party beneficiaries under this Agreement and no such other third parties shall have any rights or obligations hereunder. 10,10Authority. The persons executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party is duty organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] Page 16 of 17 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA, a California Municipal Corporation JON MC i EN, Executive Director using Authority City of La Quinta , California Dated: (0/2-4[24Z0 ATTEST: MONIKA RAD La Quinta, Cal Clerk APPROVED AS TO FORM: WILLIAM H. IHRKE, City Attorney City of La Quinta, California Page 17 of 17 CONTRACTING PARTY: JIM CATHCART Manager La Quinta Palm Peafty March 6, 2020 EXHIBIT A Scope of Services Thank you for the opportunity to submit our response to the Request for Qualifications (RlQ) for management services to the City of La Quinta for the 28 Single Family Homes in the La Quinta Cove (the "project" or "HA" properties). We are a small family owned business located in an original Casita at the base of the La Quinta Cove since 1982. La Quinta Palms Realty is co -owned by Bruce and Jim Cathcart. Our company specializes in the sales and management of residential properties in La Quinta. Due to our location the majority of our business both retail sales and property management takes place in the Cove area. Our staff is highly qualified and has been with us for more than 12 years. Having been in the same location under the same ownership for nearly 38 years, we feel confident in saying we are truly experts when it comes to the La Quinta Cove real estate market. One of the benefits to the project, and specifically for the tenants, is our office location and its proximity to the project houses (see map addendum), Modern property management is more automated than ever. Like most property management companies we use Appfolio which is an online property management software system for tracking all income and expenses, tenant information, etc. Through this system tenants are provided a free online "portal" where they can login and complete many services including simple communications, submitting repair requests, and paying rent (at no additional charge). Generally speaking for property management as a whole, around 90% of all tenants utilize the portal for rent payments and repair requests. That is not true for the HA tenants. Only 6 of the 28 HA tenants pay their rent through their portal, actually coming into the office and paying in person. Almost as many call or stop by the office to report a problem with their home instead of using their portal. We have reached out to all of the tenants many times to encourage the use of the portal with little success. The upside of this, however, is that we get to see most of our tenants each month which has been helpful towards creating good landlord/tenant relationships. Part of the responsibility of good management includes maintaining the properties efficiently and effectively. Over the past 16 years we have worked with the City's staff to create numerous "policies" including tenant relationships, property maintenance and improvements, neighbor relationships, and general rental policies. Working with the City consultant Becky Caha, and the City staff, we have developed a streamlined process for property/tenant certification and re -certification which is done on an annual basis for the non -PHA tenants. We have established the need for ongoing and regular services such as landscape maintenance, pest control, and HVAC service. We are currently working with the City staff to develop current and future capital improvement needs for the houses in the project so that the City can plan 51-001 Eisenhowe+- Drive • La Quinta, CA 92253 (760) 564-4104 • Fax t760) 564-0344 and budget accordingly. All but one of the properties were built in the 1980`s and many of the major components are reaching the end of their life expectancy, ❑ne such component is the roofing material. As the roofs are nearing the end of their useful fife expectancy there is a need for a plan for their maintenance and subsequent replacement. This is a large budget item and will be a large capital project; one we which will continue to work closely with the City to accomplish efficiently. For the past 16 years we have had the privilege t❑ be the consultant to the City for its affordable home program for the 28 houses which are the subject of this RFQ. During that time we have worked hand in hand with City staff and management to effectively manage the project. We currently have a zero vacancy rate, all rents are current except for two tenants with back due rents (both of which are completing payment plans), and most importantly we have happy tenants! The City's affordable program has undergone many changes since we started our services including many management and staff changes, the dissolution of the Redevelopment Agency, and the subsequent creation of the Housing Authority. We worked through the numerous challenges of the housing and economic crisis which included the PHA "pause" and the negative effects it had upon the project. Because of our experience managing the project and working with City management and staff, the proximity of our office to the project houses and the success of the management of the project over the past 16 years we feel La Quinta Palms Realty is uniquely qualified to enter into a new agreement for management services. We are confident that our continued service to the City will result in similar positive results in the years to come. All information and pricing provided in this proposal is valid for at least ninety (90) days. Any individual who will perform work for the City is free of any conflict of interest. Thank you for this opportunity and your consideration of our qualifications. Orr -- Jim Cathcart La Quinta Palms Realty 51001 Eisenhower ❑rive La Quinta, CA 92253 760-564-4104 jirn@laquintapalmsrealty.com 1. Cover Letter See Attached. 2, Statement of Qualifications (a) A listing of proposed project personnel, including resumes for principals. Jim Cathcart is the manager in charge of the property management services at La Quinta Palms Realty, and will be actively involved in the day to day operations for all services provided under the contract. See attached resume. Robin Carney, a California Licensed Real Estate Broker, is the full time property manager for La Quinta Palms Realty and will be the primary property manager for the services provided under the contract. See attached resume. Gloria Perez is the office Transaction Coordinator and will have interactions with the tenants when Robin or Jim is not available, and is fluent in Spanish Gloria is a California Licensed Real Estate Agent and Certified Transaction Coordinator and is our translator when necessary. No resume attached but available upon request. (b) Consultant's experience with similar work, including names and current phone numbers of reference for listed project. La Quinta Palms Realty has been active in property management services for the past 37 years. We specialize in the management of long term, single family residences, similar to the project properties. La Quinta Palms Realty currently manages over 100 privately owned single family homes in the La Quinta Cove area, not including the Housing Authority properties. Due to our direct experience in the La Quinta Cove, we are intimately familiar with all aspects that make up the "personality" of the area, including law enforcement, code enforcement, neighbor relations, etc. Reference names and phone numbers can be made available upon request. La Quinta Palms Realty has been the consultant for the City of La Quinta, and the subsequent Housing Authority, for the past 16+ years for the project referenced in the RFQ. We have been actively involved with the development of current guidelines and procedures during that time. Contact Gilbert Villalpando at 760-777-7094. (c) Specific experience with municipal government Our primary experience with municipal government stems from our close relationship with the City of La Quinta. We have been actively involved with the City since its incorporation in 1982. Jim Cathcart has intimate knowledge of the City of La Quinta as he was a member of the City Council in 1995 and has remained involved in many aspects of the City including his recent service an the Citizen Advisory Committee in 2015 and 2016. Additionally, our direct experience with City management and staff for the past 16 years managing this project. (d) An outline of the consultant's fee schedule shall be submitted with the Statement of Qualifications. See #3 below 3. Fee Schedule The consultant shall submit a detailed fee schedule for the services requested by this RFQ. Real estate property management fees and or leasing fees are generally commission based, calculated using a percentage of the scheduled monthly/yearly rental amounts, generally around 8-10%. The City account is unique in that all of the homes are "affordable", resulting in many homes generating lower than "fair market' rents. Therefore, the fee charged is not based upon a percentage of rents, and instead a flat fee. Many property management companies also charge additional fees including account set up fees, leasing fees, accounting fees, advertising fees, La Quinta Palms Realty has no additional management/administrative fees such as those. It is also common for many property management companies to receive compensation from repairs/maintenance/reconstruction services performed on the project houses, and/or have ownership in repair/maintenance companies such as handyman/contracting services, landscaping services, cleaning services, etc. La Quinta Palms Realty believes that this constitutes a serious conflict of interest and uses only licensed and insured subcontractors (plumbers, electricians, etc.) for all aspects of maintenance/preservation/repairs for all of the properties it manages, including the City project properties, and has no ownership interests in any of them, nor receives any compensation from them, Our monthly Fee: $3,000 - $3,500 depending upon the final contract provisions. In addition to the monthly fee, we acknowledge and agree to the proposed contract language and provisions contained in item 2.3 4. Subcontracting Services Subcontracting any portion(s) of the services is not preferable; however, if a proposer can demonstrate to the City's satisfaction that is in the best interest of the project to permit a portion of the service(s) to be subcontracted by the proposer, it may be considered. Provide details an the role of any subcontractor that will be used. Assignment is prohibited. 5. Acknowledgement of Insurance Requirements (Attachment 3) A statement that, if selected, the proposer will provide the minimum insurance coverage and indemnification noted in the RFP, Page 7, and in Exhibits E and F of the enclosed Contact for Services Agreement as Attachment 2. La Quinta Palms Realty has provided Acknowledgement of Insurance Requirements (Attachment 3) and proof of insurance meeting the requirements noted in the RFC). Please note: The requirement for Commercial Auto insurance has not previously been required and this provision of the requirement will be met based upon further discussions with staff. ACKNOWLEDGEMENT OF INSURANCE REQUIREMENTS Consultant Firm Name: La Quinta Palms Realty Firm Representative. Jim Cathcart Title: Corporate Secretary / Manager Signature: 1/1/44/1 Date Signed: 03-d6 - 20.40 0 We acknowledge that we will provide proof of insurance according to Exhibit E of the Sample Agreement for Contract Services if we are selected as the top ranked firm. We have provided proof of insurance according to Exhibit E of the Sample Agreement for Contract Services 6. Acknowledgment of Addenda (Attachment 4) If any addendum / addenda are issued, the proposer shall initial the Acknowledgement of Addenda, ACKNOWLEDGEMENT OF ADDENDA Addendum No. Attachment 1 Attachment 2 Attachment 3 SIGNATURE INDICATING RECEIPT 1776/(e7/ Attachment 4 fiAV /47A/71/7/- flexrnls Web https://gps.flexmls.com/cgi-bi n/ma inrnenu. cgi?cnnd=url+map p in... 1, 51001 Eisenhower Dr, La Quinta, CA 92253 f . 51395 Avenida Vallejo, La Quinta, CA 92253 3. 51805 Avenida Cortez, La Quinta, CA 92253 4. 52225 Avenida Vallejo, La Quinta, CA 92253 5. 52425 Eisenhower Dr, La Quinta, CA 92253 6. 52565 Eisenhower Dr, La Quinta, CA 92253 7. 52635 Avenida Diaz, La Quinta, CA 92253 8. 52835 Avenida Villa, La Quinta, CA 92253 9. 52845 Avenida Villa, La Quinta, CA 92253 10. 52855 Avenida Ramirez, La Quinta, CA 92253 11. 52985 Avenida Carranza, La Quinta, CA 92253 12. 52985 Eisenhower Dr, La Quinta, CA 92253 13. 53105 Avenida Herrera, La Quinta, CA 92253 14. 53105 Avenida Obregon, La Quinta, CA 92253 15. 53155 Avenida Obregon, La Quinta, CA 92253 16. 53175 Avenida Obregon, La Quinta, CA 92253 17. 53275 Avenida Navarro, La Quinta, CA 92253 18. 53523 Avenida Martinez, La Quinta, CA 92253 19. 53541 Avenida Martinez, La Quinta, CA 92253 20. 53565 Avenida Vallejo, La Quinta, CA 92253 21. 53775 Avenida Alvarado, La Quinta, CA 92253 22. 53795 Avenida Herrera, La Quinta, CA 92253 23. 53825 Avenida Juarez, La Quinta, CA 92253 24. 53880 Avenida Navarro, La Quinta, CA 92253 25. 53940 Eisenhower Dr, La Quinta, CA 92253 26. 53965 Avenida Diaz, La Quinta, CA 92253 27. 54245 Avenida Herrera, La Quinta, CA 92253 28. 54280 Avenida Madero, La Quinta, CA 92253 � 9 51395 CII Kalima, La Quinta, CA 92253 0 r 78495 Calle Tampico, La Quinta, CA 92253 1 of 1 3/5/2020, 3:58 PM James Y. Cathcart (Jim) 44670 Via Catalina La Quinta, CA 92253 (760)275-3094 Education: Graduated Newport Harbor High School 1978 Studied Accounting and Business Law 2 years at ❑range Coast College 1976-1978 State of California Bureau of Real Estate Salesperson License 1982 City of La Quinta Police Crime Free Multi -Housing Program 2014 Skills & Abilities: AppFolio Certified, Quickbooks Pro, Time Management, Conflict Resolution, Leadership, Customer Service. Work Experience: La Quinta Palms Realty, La Quinta, Ca From: 8/1982 to Present Position: Owner/Ma nager ❑wner and Manager of a small Real Estate Sales and Management office in La Quinta, CA. Responsible for all aspects of running a small business including HR, Payroll, State and Local compliance, Insurance Requirements, and day to day operations for 4 employees and 1C licensed sales agents. Co — Owner Jebco Mining Corp. From: 1980-1981 Position: Partner Partner in a hard rock mining and precious metals processing company operating in several states. Responsible for company accounting and field supervision of a 6 employee company including acquisitions, operations, accounting. Miscellaneous 1973-1980 I held numerous jobs since the age of 14 including restaurant work and construction Personal: I have been married for 30 years to Maria, who is a school teacher. Together we have one daughter that is currently attending college working towards her Masters Degree in Education. I was the President of La Quinta ❑ef ❑ro Horne Owners Association for 7 years, a La Quinta City Council Member in 1995, and I was a volunteer with the Riverside Sheriff's Search and Recovery Dive Team for 7 years. Personal References upon request Robi.tn. carweu gay 7 5 a t vet vudi•o, Ca_52203 (y o) j 02-7136, EDk cc tLo .: Hia �l� SCha❑L cock/ ate State of C•a Li forwLa -P ucrea+A o f Ze I G Estate saltspersow LiCewse 200& e.aLL farwi.cr Assooiatiovu ❑ f Ret Ltcrrs Property Mawagevu.ewt Cerafkatiovt. 2012 ❑f L(a 414i.4,0 POtiCe arivkiLe Free MucL-ti-1-oRsi.wc:1 Program. 20i-4- stAte of CGILi f❑rvt.iP-ttreatA of ReaL Estate P,ro%er LiceAse. 201& CPLiforwia AssoaPttovt of ROLtors PYoperttu lwlawAgeuvt.ewt Masters Certifi.Gati.ovt. 202.0 51Qi i.i.s JF. f°c�3i f.L es: AppFoLic Certifies, Covti+wc+cvtiCatiC�v� Tiwt,e M0v0gevuGvit. CoL filet L aership. Cutstovu.er 5ervi.Ge. WOrt Experi.ewce: La 62katAta PaLms ReaLtj, La 664.1Akto, CA FvO 4.: OS/D; to Presew.t Pas t6ava : PropertlkJ Mcma jer !u►ctwage 100 ptAs prnperti.es for private owwers avkd 22 sivt.c)Le favin.i.LHomes -(or the Citj of 1,-0 C,�ti vkc, aicow.wt , palciabLe, acco .wts reaeivcible, GOD!,rviivt.i to atL vvt.ai,�ktevonce, advertise Arm) fi.LL vac,atnZVS, in,egatiate AIAA co.force Loses, 'zap t4p to date ov.. L.awwLorcd-Tevt.awt Laws. 04.61Lvtt/aGuti aLi_ ft.Kawci.ai. reoords, First GlioLte Rea Ltd avIA PvopertU Matnage .ev`.t, yLtcr1 v LLeL. Ca Frov t: 05/C( t❑ 0y/0; P❑sktow: O f f°ice Mavia ger, PrapertMiAvtager, MAiwtev+.GisAoe director Answered K&utLtipLe pl owe tivues, bawlQ deposits. ❑waver repots, ivustomer service. vvt.atn.acaed 250 ?Lugs properties, MAc4 caor d Lvoteci aLL vvoiiktevo ik-ce, a caoKvt..ts plae a bLe ra+tid ur,coucvi.ts receivable. Persavtat: ahA. rsreat with others awol w❑r12. weLL i.wc#epewdewttlj a14c1 OS a teavu,. I am a had wor?.er, rtkotivAted avO aledior ted, 1 avt verb wets orgravt.ized CH/kJ ewt141.4sLastLc. + arµ. wt.iarried ctvtid gave ❑we saw W1110 is iw Kiwdet0Ortevk•. I avu, aw active vikew&ber at vtt.0 Local G111,rrnh servivt,g ivy 3joLL.th vvtiwistrl . ewjo j servLwg with Local ot4treAclt vo iwistrLes st.tGk As feeaiiwg the hovu,eLess, workiwg with CoccheLLA v LLej Rescuce Missiow aAO Path of Life frli.. stries, PER TONAL REFERENCES AVA1 LA-&L.E IRON R64J.t&ST Exhibit B Schedule of Compensation With the exception of compensation for Additional Services, provided for in Section 2.3 ❑f this Agreement, the maximum total compensation to be paid to Contracting Party under this Agreement is not to exceed One Hundred Twenty Six Thousand ❑ollars ($126,000) ('Contract Sum") during the initial term (amounting to n❑ more than $3,500 per month as payment). There is an option for two extensions, each being one (1) year, with an increase of 5% for the total annual payment is allowed, with the monthly payment not -to -exceed $3,675, and the annual payment not - to -exceed $44,100. The Total Contract Sum w/ Extensions is a not -to - exceed amount of $214,200. This information is provided in the below table. Year Monthly Base 2020/2021 I $3,500 2021/2022 $3,500 2022/2023 $3,50❑ Initial 3-year Term 2023/2024 $3,675 2024/2025 $3,675 Optional extensions (2-years) TOTAL Contract not to exceed Annual Base $42.000 $42,000 $42,00❑ $126,000 $44,100 $44,100 $88.200 $214,200 Exhibit B Page 1 of 1 Exhibit C Schedule of Performance Contracting Party shall complete all services identified in the Scope of Services, Exhibit A of this Agreement, in accordance with the Project Schedule identified in Exhibit A ❑f this Agreement, attached hereto and incorporated herein by this reference. Exhibit C Page 1 of 1 Exhibit D Special Requirements None Exhibit Page 1 of 1 Exhibit E Insurance Requirements E.1 Insurance. Prior to the beginning of and throughout the duration of this Agreement, the following policies shall be maintained and kept in full force and effect providing insurance with minimum limits as indicated below and issued by insurers with A.M. Best ratings ❑f no less than A -VI: Commercial General Liability (at least as broad as ISO CG 0001) $1,000,000 (per occurrence) $2,000,000 (general aggregate) Must include the following endorsements: General Liability Additional Insured General Liability Primary and Non-contributory Commercial Aut❑ Liability (at least as broad as ISO CA 0001) $1,000,000 (per accident) Personal Auto Declaration Page if applicable Errors and Omissions Liability $1,000,000 (per claim and aggregate) Workers' Compensation (per statutory requirements) 1. Must include the following endorsements: Workers Compensation with Waiver of Subrogation Workers Compensation Declaration of Sole Proprietor if applicable Contracting Party shall procure and maintain, at its cost, and Exhibit E Page 1 of 8 submit concurrently with its execution of this Agreement, Commercial General Liability insurance against all claims for injuries against persons or damages to property resulting from Contracting Party's acts or omissions rising out of or related to Contracting Party's performance under this Agreement. The insurance policy shall contain a severability of interest clause providing that the coverage shall be primary for losses arising out of Contracting Party's performance hereunder and neither City nor its insurers shall be required to contribute to any such loss. An endorsement evidencing the foregoing and naming the City and its officers and employees as additional insured (on the Commercial General Liability policy only) must be submitted concurrently with the execution of this Agreement and approved by City prior to commencement of the services hereunder. Contracting Party shall carry automobile liability insurance of $1,000,000 per accident against all claims for injuries against persons or damages to property arising out of the use of any automobile by Contracting Party, its officers, any person directly or indirectly employed by Contracting Party, any subcontractor or agent, or anyone for whose acts any of them may be liable, arising directly or indirectly out of or related to Contracting Party's performance under this Agreement. If Contracting Party or Contracting Party's employees will use personal autos in any way on this project, Contracting Party shall provide evidence of personal auto liability coverage for each such person. The term "automobile" includes, but is not limited to, a land motor vehicle, trailer or semi -trailer designed for travel on public roads. The automobile insurance policy shall contain a severability of interest clause providing that coverage shall be primary for losses arising out of Contracting Party's performance hereunder and neither City nor its insurers shall be required to contribute to such loss. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contracting Party and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The Exhibit E Page 2 of 8 policy limit shall be n❑ 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 t❑ defend. The policy retroactive date shall be ❑n or before the effective date of this agreement. Contracting Party shall carry Workers' Compensation Insurance in accordance with State Worker's Compensation laws with employer's liability limits no less than $1,000,00❑ per accident or disease. Contracting Party shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss which shall include the following coverage: a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. c. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. d. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep -linking or framing, and infringement or violation of intellectual property rights. e. Liability arising from the failure to render professional services. If coverage is maintained ❑n a claims -made basis, Contracting Party shall maintain such coverage for an additional period ❑f three (3) years following termination of the contract. Contracting Party shall provide written notice t❑ City within ten (10) Exhibit E Page 3 of 8 working days if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; or (3) the deductible or self -insured retention is increased. In the event any of said policies of insurance are cancelled, Contracting Party shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Exhibit to the Contract Officer. The procuring of such insurance or the delivery of policies or certificates evidencing the same shall not be construed as a limitation of Contracting Party's obligation to indemnify City, its officers, employees, contractors, subcontractors, or agents. E.2 Remedies. In addition to any other remedies City may have if Contracting Party fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option: a. Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement. b. Order Contracting Party to stop work under this Agreement and/or withhold any payment(s) which become due to Contracting Party hereunder until Contracting Party demonstrates compliance with the requirements hereof. c. Terminate this Agreement. Exercise of any of the above remedies, however, is an alternative to any other remedies City may have. The above remedies are not the exclusive remedies for Contracting Party's failure to maintain or secure appropriate policies or endorsements. Nothing herein contained shall be construed as limiting in any way the extent to which Contracting Party may be held responsible for payments of damages to persons or property resulting from Contracting Party's or its subcontractors' performance of work under this Agreement. E.3 General Conditions Pertaining to Provisions of Insurance Coverage by Contracting Party. Contracting Party and City agree to the Exhibit E Page 4 of 8 following with respect to insurance provided by Contracting Party: 1. Contracting Party agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds City, its officials, employees, and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992. Contracting Party also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contracting Party, or Contracting Party's employees, or agents, from waiving the right of subrogation prior to a loss. Contracting Party agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contracting Party and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contracting Party shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, Exhibit E Page 5 of 8 consisting of certificates of insurance evidencing all the coverages required and an additional insured endorsement to Contracting Party's general liability policy, shall be delivered t❑ City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and t❑ pay the premium. Any premium so paid by City shall be charged t❑ and promptly paid by Contracting Party or deducted from sums due Contracting Party, at City ❑ption. 8. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contracting Party or any subcontractor, is intended to apply first and on a primary, non- contributing basis in relation to any ❑ther insurance or self-insurance available to City. 9. Contracting Party agrees to ensure that subcontractors, and any other party involved with the project that is brought ❑nto or involved in the project by Contracting Party, provide the same minimum insurance coverage required of Contracting Party. Contracting Party agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contracting Party agrees that upon request, all agreements with subcontractors and ❑thers engaged in the project will be submitted to City for review. 10. Contracting Party agrees not to self -insure or to use any self- insured retentions or deductibles on any portion of the insurance required herein (with the exception of professional liability coverage, if required) and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement t❑ self -insure its obligations to City. If Contracting Party's existing coverage includes a deductible or self -insured retention, the deductible or self insured retention must be declared to the City. At that Exhibit E Page 6 of 8 time the City shall review options with the Contracting Party, which may include reduction or elimination of the deductible or self -insured retention, substitution of other coverage, or other solutions. 11. The City reserves the right at any time during the term of this Agreement to change the amounts and types of insurance required by giving the Contracting Party ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contracting Party, the City will negotiate additional compensation proportional to the increased benefit to City. 12. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 13. Contracting Party acknowledges and agrees that any actual or alleged failure on the part of City to inform Contracting Party of non- compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. -14. Contracting Party will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 15. Contracting Party shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contracting Party's insurance agent to this effect is acceptable. A certificate of insurance and an additional insured endorsement is required in these specifications applicable to the renewing or new coverage must be provided to City within five (5) days of the expiration of Exhibit E Page 7 of 8 coverages. 16. The provisions of any workers' compensation or similar act will not limit the obligations of Contracting Party under this agreement. Contracting Party expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials, and agents. 17. Requirements of specific coverage features, or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be limiting or all-inclusive. 18. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 19. The requirements in this Exhibit supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Exhibit. 20. Contracting Party agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contracting Party for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 21. Contracting Party agrees to provide immediate notice to City of any claim or loss against Contracting Party arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Exhibit E Page 8 of 8 Exhibit F Indemnification F.1 Indemnity for the Benefit of City. a. Indemnification for Professional Liability. When the law establishes a professional standard of care for Contracting Party's Services, to the fullest extent permitted by law, Contracting Party shall indemnify, protect, defend (with counsel selected by City), and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all claims, fosses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. b. Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Contracting Party shall indemnify, defend (with counsel selected by City), and hold harmless the Indemnified Parties from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including, without limitation, incidental Exhibit F Page 1 of 3 and consequential damages, court costs, attorneys' fees, litigation expenses, and fees of expert consultants or expert witnesses) incurred in connection therewith and costs of investigation, where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Contracting Party or by any individual or entity for which Contracting Party is legally liable, including but not limited to officers, agents, employees, or subcontractors of Contracting Party. c. Indemnity Provisions for Contracts Related to Construction (Limitation on_ Indemnity). Without affecting the rights of City under any provision of this agreement, Contracting Party shall not be required to indemnify and hold harmless City for liability attributable to the active negligence of City, provided such active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction. In instances where City is shown to have been actively negligent and where City's active negligence accounts for only a percentage of the liability involved, the obligation of Contracting Party will be for that entire portion or percentage of liability not attributable to the active negligence of City. d. Indemnification Provision for Design Professionals. 1. Applicability of this Section F.1(d). Notwithstanding Section F.1(a) hereinabove, the following indemnification provision shall apply to a Contracting Party who constitutes a "design professional" as the term is defined in paragraph 3 below. 2. Scope of Indemnification. When the law establishes a professional standard of care for Contracting Party's Services, to the fullest extent permitted by law, Contracting Party shall indemnify and hold harmless City and any and all of its officials, employees, and agents ("Indemnified Parties") from and against any and all losses, liabilities of every kind, nature, and description, damages, injury (including, without limitation, injury to or death of an employee of Contracting Party or of any subcontractor), costs and expenses, including, without limitation, incidental and consequential damages, court costs, reimbursement of attorneys' fees, litigation expenses, and fees of expert Exhibit F Page 2 of 3 consultants or expert witnesses incurred in connection therewith and costs of investigation, to the extent same are caused by any negligent or wrongful act, error or omission of Contracting Party, its officers, agents, employees or subcontractors (or any entity or individual that Contracting Party shall bear the legal liability thereof) in the performance of professional services under this agreement. With respect to the design of public improvements, the Contracting Party shall not be liable for any injuries or property damage resulting from the reuse of the design at a location other than that specified in Exhibit A without the written consent of the Contracting Party. 3. Design Professional Defined. As used in this Section F.I(d), the term "design professional" shall be limited to licensed architects, registered professional engineers, licensed professional land surveyors and landscape architects, all as defined under current law, and as may be amended from time to time by Civil Code § 2782.8. F.2 Obligation to Secure Indemnification Provisions. Contracting Party agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Exhibit F, as applicable to the Contracting Party, from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contracting Party in the performance of this Agreement. In the event Contracting Party fails to obtain such indemnity obligations from others as required herein, Contracting Party agrees to be fully responsible according to the terms of this Exhibit. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth in this Agreement are binding on the successors, assigns or heirs of Contracting Party and shall survive the termination of this Agreement. Exhibit F Page 3of3