HomeMy WebLinkAboutC-5770 - PSA for Newport Pier Restaurant Financial Analysis Study�j
AMENDMENT NO. ONE TO
PROFESSIONAL SERVICES AGREEMENT
u WITH GRC ASSOCIATES, INC. FOR
NEWPORT PIER RESTAURANT FINANCIAL ANALYSIS STUDY
THIS AMENDMENT NO. ONE TO PROFESSIONAL SERVICES AGREEMENT
("Agreement') is made and entered into as of this 11th day of September, 2014
("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City"), and GRC ASSOCIATES, INC., a
California corporation ("Consultant'), whose address is 858 Oak Park Road, Ste. 280,
Covina, CA 91724, and is made with reference to the following:
RECITALS
A. On April 2, 2014, City and Consultant entered into a Professional Services
Agreement ("Agreement') for Newport Pier Restaurant Financial Analysis Study
(`Project').
B. City desires to enter into this Amendment No. One to extend the term of the
Agreement to April 30, 2015.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
TERM
Section 1 of the Agreement is amended in its entirety and replaced with the
following: "The term of this Agreement shall commence on the Effective Date, and shall
terminate on April 30, 2015, unless terminated earlier as set forth herein."
2. INTEGRATED CONTRACT
Except as expressly modified herein, all other provisions, terms, and covenants
set forth in the Agreement shall remain unchanged and shall be in full force and effect.
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GRC Associates, Inc. Page 1
IN WITNESS WHEREOF, the parties have caused this Amendment No. One to
be executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 8 /Y
By:
Aaron C. Harp
City Attorney
ATTEST: Imo/
Date:
By: Wuw
Leilani I. Brown
City Clerk
w
U
%ZF0RN%-
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: - -/
By:
Kimberly Brandt, AICP
Community Development Director
CONSULTANT: GRC Associates, Inc., a
California corporation
Date: 9-16-::,l
By: ;�/•
0n N. Oshimo
resident
[END OF SIGNATURES]
GRC Associates, Inc. Page 2
r
U' PROFESSIONAL SERVICES AGREEMENT
WITH GRC ASSOCIATES, INC. FOR
V NEWPORT PIER RESTAURANT FINANCIAL ANALYSIS STUDY
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and
entered into as of this 2nd day of April, 2014 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and GRC ASSOCIATES, INC., a California corporation ("Consultant'), whose
address is 858 Oak Park Road, Ste. 280, Covina, California 91724, and is made with
reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to conduct the Newport Pier Restaurant
Financial Analysis Study ("Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on September 26, 2014, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Five
Thousand Five Hundred Dollars and 00/100 ($5,500.00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
GRC Associates, Inc. Page 2
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Robert G. Vasquez to be
its Project Manager. Consultant shall not remove or reassign the Project Manager or
any personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City's approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Lauren Wooding. City's Real
Property Administrator or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards' shall mean those standards of practice recognized by one (1) or more first-
class firms performing similar work under similar circumstances.
GRC Associates, Inc. Page 3
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims'), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
GRC Associates, Inc. Page 4
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
GRC Associates, Inc. Page 5
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint-venture or syndicate or co-tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
or joint-venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
GRC Associates, Inc. Page 6
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
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bome by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Lauren Wooding, Real Property Administrator
Lauren Wooding
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Robert G. Vasquez, Principal
GRC Associates, Inc.
858 Oak Park Road, Ste. 280
Covina, CA 91724
GRC Associates, Inc. Page 8
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
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28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 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 the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
GRC Associates, Inc. Page 10
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 3 1,0 - l
By: U1 IAL&A-r-
Aaron C. arp
City Attorney
ATTEST: ' l I.
J4Date:
NNW
Leilani I. Brown
City Clerk
;'4C1 FO
CITY OF NEWPORT BEACH,
a California muni ipal corporation
Date:
By:
Kimberly Brandt, AICP
Community Development Director
CONSULTANT: GRC Associates, Inc., a
California corporation
Date:
By?esident
.Oshimo
/ Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
GRC Associates, Inc. Page 11
EXHIBIT A
SCOPE OF SERVICES
GRC Associates, Inc. Page A-1
March 19, 2014
ECONOMIC DEVELOPMENT
Ms. Lauren Wooding
Real Estate Administrator
URBAN PLANNING
Community Development Department
SUSTAINABLE COMMUNITIES
City of Newport Beach
100 Civic Center Drive
HOUSING
Newport Beach, CA 92658-8915
ENVIRONMENTAL
RE: Proposal -- Newport Pier Restaurant Financial Analysis Study
Dear Ms. Wooding:
GRC Associates, Inc. (GRC), a California corporation, is pleased to submit this
proposal to the City of Newport Beach (the "City') to conduct a financial analysis
study (the "Study") of three restaurants proposed for the Newport Pier. GRC will
review each proposal and analyze the key financial information for
reasonableness. GRC anticipates the project to be completed within six weeks
from the notice to proceed at a cost of $5,500.
SCOPE OF WORK
GRC proposes to prepare the Study with the following approach:
Project Initiation and Management. Once GRC receives the Notice to Proceed
on the Study, we will review the three restaurant proposals and within the first
week attend a kick-off meeting with the City staff. At the kick-off meeting, GRC
will present the work plan and a list of questions about the proposals. Any
requests for additional information or clarification on the proposals will go
through the City. GRC will not directly contact the proposers. GRC will submit
the Draft Study for City staff review, followed by the Final Study to City staff.
GRC will attend a City Council meeting and be available to answer any questions.
GRC will be flexible and work closely with City staff.
Financial Analysis. For each restaurant proposal selected by the City, GRC will
958 OAK PARK ROAD analyze key financial data for reasonableness. The review and analysis will
include:
SUITE296 A. Revenues -- Review each restaurant's revenue assumptions, projected
COVINA, CA 91724 sales (food and alcohol) and target market for reasonableness and market
supportability. Compare projected restaurant sales to restaurants of
T: (626)331-6373 similar size, type and location (on or near piers and beaches).
F: (626)331-6375
Newport Pier Restaurant Financial Analysis Study
March 19, 2014
Page 2
B. Expenses -- Review each restaurant's cost assumptions and operating expenses.
C. Five-year cash flow projections and growth rates.
D. Revenues to the City -- Calculated potential lease and overage rents. GRC will
provide a list of what other restaurants are paying cities as a percentage of total
sales for rent.
PROJECT TEAM
The project will be managed by Robert G. Vasquez. A brief summary of the project team is
presented below:
John N. Oshimo will serve as Principal -in -Charge and as peer reviewer, and ensure that the
Study is completed in a timely manner. Mr. Oshimo has more than 37 years of experience
in the fields of redevelopment, economic development, urban planning and environmental
planning in California. He has served as redevelopment advisor to numerous cities such as
Alhambra, Arvin, Barstow, Claremont, Lakewood, La Puente and Stanton. Mr. Oshimo holds
a Master of Planning degree from the University of Southern California and a Bachelor of
Arts degree from the University of California, Los Angeles.
Robert G. Vasquez will serve as the person responsible for the day-to-day work on this
Study. He is a Principal of GRC and has 27 years of experience in the real estate, housing
and economic development. Mr. Vasquez has completed numerous retail assignments,
most recently for the Cities of Huntington Beach and Stanton. He recently completed
Newport Pier Retail Study for the City, a market study for a senior housing project in the City
of Gardena, and a retail center project in northern California. In addition, he has extensive
real estate development consulting experience. Examples of consulting services include
development feasibility, financial analysis, site selection, appraisal reviews and preliminary
valuation studies. He has prepared numerous market research, economic impact, project
feasibility, highest and best use, site location, retail leakage and preliminary valuation
studies. Mr. Vasquez is a graduate of Harvard University—Master of Public Administration,
Columbia University—Master of Business Administration and the University of Southern
California—Bachelor of Science.
EXAMPLES OF PROJECT EXPERIENCE
Through GRC's experience in preparing the Newport Pier Retail Study for the City last year,
we understand the history and development potential of the pier site. Moreover, GRC will
also use otherjob experiences for this project, such as:
Bakersfield: Prepared the Bakersfield Downtown Economic Development Study
that identified entertainment -related development opportunities in Downtown
Bakersfield. GRC also prepared the Bakersfield Downtown Baker Street Reuse
Newport Pier Restaurant Financial Analysis Study
March 19, 2014
Page 3
Analysis Study for 6.6 acres of land and analyzed land acquisition costs, zoning and
land use controls, and the real estate market.
• Cypress: Prepared revenue projections of four commercial and mixed-use
development scenarios for the Los Alamitos Race Track Project Area.
• Gardena: Prepared the Spring Park Senior Housing Market Study as required for
submitting the HUD 2012 HOME Investment Partnership Program application. This
market study was required to meet the California Tax Credit Allocation Committee
(TCAC) 2012 Joint Market Study Guidelines, which required identifying the primary
and secondary market areas, comparable rents, availability of affordable units, and
the demand from senior housing in the market area.
• Huntington Beach: Prepared a commercial centers redevelopment feasibility study,
which examined 87 commercial centers within the City.
• Lakewood: Implemented the City's Scattered Lot Acquisition Program (acquiring
property for the City for affordable housing).
• Lynwood: Prepared the Lynwood Auto Center feasibility study. The proposed
project included the development of the 36 -acre mixed -used Lynwood Auto Center
anchored by Penske Toyota Dealership. GRC examined the development project
valuation, land cost estimates and potential sales tax and tax increment revenues.
• Montebello: Prepared the Towne Plaza Economic Impact Study which reviewed the
economic impacts of a 45 -acre commercial development within the City. The study
projected retail sales, identified the primary and secondary market area and the
impacts on other discount department stores in the area.
• Pomona: Prepared the financial feasibility analysis of various commercial and
mixed-use development projects. GRC analyzed the market support for a mixed-use
development and calculated the potential sales tax and property tax revenues of
three alternative uses.
• Stanton: GRC prepared reuse and feasibility analyses of an existing dilapidated
motel and site for a proposed affordable housing projects. In addition, GRC was
involved from beginning to end, in an acquisition of an existing blighted shopping
center to be converted to townhomes. This involved negotiations with tenants and
owners and relocation of tenants.
• EB -5 Program: Prepared a feasibility study for a commercial retail and wholesale
project proposed in the City of Pittsburg, California. This feasibility study was
prepared as a requirement for the EB -5 Immigration Investor Program administered
by U.S. Citizenship and Immigration Services. This study determined whether or not
the trade area could support the project and if it could create at least 10 full-time
jobs for qualifying U.S. workers.
EXHIBIT B
SCHEDULE OF BILLING RATES
GRC Associates, Inc. Page B-1
Newport Pier Restaurant Financial Analysis Study
March 19, 2014
Page 4
FEE PROPOSAL
GRC estimated fee to complete the Study is $5,500, which includes professional staff time
and direct costs.
TIMEFRAME
GRC will prepare the Draft Study and submit it for City staff review and comments within
one month from the notice to proceed. Assuming City staff review and comments takes
only one week, the Final Study will be prepared the following week. In total, the Study will
be completed in six weeks. After the Final Study is submitted to the City, GRC will attend a
City Council meeting and will be available to answer any questions.
We appreciate the opportunity to propose on this project, and we look forward to working
with the City of Newport Beach. If you have any questions or require additional information
please contact me or Robert G, Vasquez.
Respectfully submitted,
164 2i. A744:.o
John N. Oshimo
President
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, one million dollars ($1,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with
no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
GRC Associates, Inc. Page C-1
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
GRC Associates, Inc. Page C-2
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. 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 all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. 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.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
GRC Associates, Inc. Page C-3
ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID V DATE (MMDD YYYV
GRCAS-1 12/18/13
PRODUCER
LaGrange and Associates, Inc.
License #OG32173
6101 Ball Road #200
Cypress CA 90630
Phone:800 350 7030
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
INSURERS AFFORDING COVERAGE NAIC#
INSURED
GRC Associates, In
858 Oak Park Road 280
Covina CA 91724-37 2
INSURER A: Travelers Property c Casualty 19046
INSURER B: R.L.I. Insurance Company 13056
INSURER C: Travelers Property c Casualty 19046
NSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALLTHE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR
NSfl
TYPE OF INSURANCE
POLICY NUMBER
DATEYMWOD/YY
DATE MhV0OIY
U$RTS
GENERAL LIABILITY
EACH OCCURRENCE $ 1,000,000
PREMISES (Ea ccwrence) $ 100,000
A
X
X COMMERCIAL GENERAL LIABILITY
660456L6360
12/01/13
12/01/14
CLAIMS MADE FRI OCCUR
MED EXP (Any one person) $ 5,000
PERSONAL B ADV INJURY $ EXCLUDED
GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGO $ 2,000,000
X POLICY F7 jEa LOC
AUTOMOBILE
LIABILITY
ANY AUTO
660456L6360
12/01/13
12/01/14
COMBINED SINGLE LIMIT
(Ea accident) $1,000,000
BODILY INJURY
(Per person) $
ALL OWNED AUTOS
SCHEDULED AUTOS
BODILY INJURY
(Per accident) $
A
A
X
HIRED AUTOS
NON -OWNED AUTOS
X
PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY
AUTO ONLY - EA ACCIDENT $
OTHER THAN EA ACC $
ANY AUTO
AUTO ONLY: AGG $
EXCESSNN IRELLA LIABILITY
EACH OCCURRENCE $
OCCUR CLAIMS MADE
AGGREGATE $
$
DEDUCTIBLE
$
RETENTION $
WORKERS COMPENSATION AND
X TORVLIMITS ER
C
EMP LOYERIETORIILITY
ANY PROPRIETOR EXCLUDED?
OFFICERMIEMBER EXCLUDED?
UB - 4D42253-2-13
11/01/13
11/01/14
E.L. EACH ACCIDENT $1000000
E.L. DISEASE - EA EMPLOYE $1000000
II yes, describe under
SPECIAL PROVISIONS below
E.L. DISEASE -POLICY LIMB $1000000
OTHER
B
Professional Liab.
RTP0001820
08/19/13
08/19/14
Per Claim $1,000,000
AA re at $1,000,000
DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Certificate holder to read:
City of Newport Beach, its officers, officials, employees and volunteers.
Policy liability is not confined to solely by negligence wording
CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2001108) C ACORD CORPORATION 1988
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN
City of Newport Beach
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
Community Development
Department
100 Civic Center Drive
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES -
AUTHORIZ REPRES TATI E
Newport Beach CA 92660
ACORD 25 (2001108) C ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
Ceirtificate holder is included as an Additional Insured with respect to
the operations of the Named Insured as per the provisions of Form 2010
11 85 attached. With respect to claims arising out of the operations and
uses performed on or behalf of the named insured, such insurance as is
afforded by this policy is primary and is not additional to or
contributing with any other insurance carried by or for the behalf of the
additional insured
WAIVER OF OUR RIGHT TO RECOVER
FROM OTHERS ENDORSEMENT
California
This endorsement changes the policy to which it is attached effective on the inception date of the policy unless a different
date is indicated below.
(The following "attaching clause" needs be completed only when this endorsemnt is issued subsequent to preparation of the
policy.)
This endorsement forms a part of Policy No. UB - 4D42253-2-13
Issued to:
GRC Associates, Inc.
By:
Travelers Insuance Company
Premium: None
We have a right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right
against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work
under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work
described in the Schedule.
The additional premium for this endorsement shall be 2-5% of the California workers compensation premium otherwise due
on such remuneration.
SCHEDULE
Person or Organization: Job Description:
City of Newport Beach, Any
Is officers, officals, employees and
volunteers
Countersigned by: Vincent LaGrange
Authorized Representative
WC 04 03 06
(Ed. 4-84)
POLICY NO: 6604561-6360 POLICY FORMS & ENDORSEMENTS
RTP0001820
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - VENDORS
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization (Vendor): The City of Newport Beach,
Its officers, officials and volunteers
Your Products: Consultation
(if no entry appear above, information required to complete this endorsement will be shown in the Declarations as applicable to this
endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an
insured any person or organization (referred to below as
vendor) shown in the Schedule, but only with respect to "bodily
injury" or "property damage" arising our of "your products"
shown in the Schedule which are distributed or sold in the
regular course of the vendor's business, subject to the following
additional exclusions:
The insurance afforded the vendor does not apply to:
a. "Bodily injury" or "property damage" for which the
vendor is obligated to pay damages by reason of the
assumption of liability in a contract or agreement.
This exclusion does not apply to liability for damages
that the vendor would have in the absence of the
contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the product made
intentionally by the vendor;
d. Repackaging, unless unpacked solely for the purpose
of inspection, demonstration, testing, or the substitution
of parts under instructions from the manufacturer, and
then repackaged in the original container;
e. Any failure to make such inspections, adjustments,
tests or servicing as the vendor has agreed to make or
normally undertakes to make in the usual course of
business, in connection with the distribution or sale of
the products;
f. Demonstration, installation, servicing or repair
operations, except such operations performed at the
vendor's premises in connection with the sale of the
product;
g. Products which, after distribution or sale by you, have
been labeled or relabeled or used as container, part or
ingredient of any other thing or substance by or for the
vendor.
2. This insurance does not apply to any insured person or
organization, from whom you have acquired such products,
or any ingredient, part or container, entering into,
accompanying or containing such products.
CG 20 15 11 88 Copyright, Insurance Services Office, Inc., 1986-1988 11
POLICY NUMBER: PHSD436225
6604561-6360
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - OWNERS, LESSEES OR
CONTRACTORS (FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE"
Name of Person or Organization: The City of Newport Beach,
Its officers, officials, employees and volunteers
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable
to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but
only with respect to liability arising out of "your work" for that insured by or for you.
Insurance afforded is primary and non-contributory. Endorsement also includes completed operations by our insureds.
CG 2010 11 86 Copyright, Insurance Services Office, Inc., 1984