HomeMy WebLinkAboutC-8608-1 - PSA for Conceptual and Final Design Services for Temporary Emergency Homeless Shelter ProjectPROFESSIONAL SERVICES AGREEMENT
WITH LPA, INC. FOR CONCEPTUAL AND FINAL DESIGN SERVICES
FOR TEMPORARY EMERGENCY HOMELESS SHELTER PROJECT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 24th day of September, 2019 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and LPA, INC., a California corporation ("Consultant"), whose address is 5301
California Avenue, Suite 100, Irvine, California 92617, 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 provide conceptual and final design services
for a temporary emergency homeless shelter, including, but not limited to,
architectural planning and design, landscape architectural design, civil
engineering, and site electrical design ("Project').
C. Consultant possesses the skill, experience, ability, background, and knowledge,
and its architects and engineers are duly licensed, 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 June 30, 2021, 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) business 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 an 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 combination of a fixed fee
and 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 One Hundred Twenty Thousand Dollars and 00/100 ($120,000.00), 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: i) for Work performed on
a fixed fee basis, the percentage complete of the Work; and ii) for Work performed on a
time and expense not -to -exceed basis, 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.
LPA, Inc. Page 2
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.
Compensation for any authorized Extra Work performed on a time and expense not -to -
exceed basis 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 Jeremy Hart 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.
6. ADMINISTRATION
This Agreement will be administered by the Public Works Department. City's
Public Works Director 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 community professional standards
LPA, Inc. Page 3
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. 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 legally
recognized professional standards.
8.2 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 are
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 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, authorized
City agents (not including contractors, subcontractors or other consultants on the Project),
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"), and which relate (directly or indirectly) to the
negligence, recklessness, or willful misconduct of the Consultant or its principals, officers,
agents, employees, vendors, suppliers, subconsultants, 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
negligence or willful misconduct of the Indemnified Parties or of any other party for which
Consultant is not legally liable. 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 the Consultant. For claims based on professional
liability and notwithstanding the foregoing, Consultant has no obligation to provide
defense counsel or to pay for any defense -related costs prior to a final determination of
its liability by a court of last resort; following any such determination of its liability,
LPA, Inc. Page 4
Consultant shall be responsible to reimburse the Indemnified Parties as set out in Civil
Code 2782.8 in an amount not to exceed Consultant's proportionate percentage of fault.
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 endeavor that 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.
1L,Rill 7_1`C4"
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.
LPA, Inc. Page 5
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 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 of its subcontractors. 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 INSTRUMENTS OF SERVICE
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 "Instruments of Service"), 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 related to the Project 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 Instruments of Service, including all logins and password
information to City upon prior written request.
17.2 Instruments of Service, 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 Instruments of Service
for other projects and any use of incomplete Instruments of Service 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
LPA, Inc. Page 6
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. Further, City agrees to indemnify Consultant for damages and liability resulting
from City's unauthorized reuse of the Instruments of Service or changes made by City to
Instruments of Service without Consultant's written consent.
17.3 CADD data delivered to City shall include the professional stamp of the
engineer or architect in charge of or responsible for the Work. City agrees that Consultant
shall not be liable for claims, liabilities or losses arising out of, or connected with (a) the
modification or misuse by City, or anyone authorized by City, of CADD data; (b) the
decline of accuracy or readability of CADD data due to inappropriate storage conditions
or duration; or (c) any use by City, or anyone authorized by City, of CADD data for
additions to this Project, for the completion of this Project by others, or for any other
Project, excepting only such use as is authorized, in writing, by Consultant. By
acceptance of CADD data, City agrees to indemnify Consultant for damages and liability
resulting from the modification or misuse of such CADD data. All original drawings shall
be submitted to City in the version of AutoCAD used by the City in .dwg file format, on a
CD, and should comply with the City's digital submission requirements for improvement
plans available from the City's Public Works Department. The City will provide Consultant
with City title sheets as AutoCAD file(s) in .dwg file format. All written documents shall
be transmitted to City in formats compatible with Microsoft Office and/or viewable with
Adobe Acrobat.
17.4 The Title Sheet of the improvement/or construction plans shall be prepared
with indelible waterproof ink or electrostatically plotted on standard twenty-four inch (24")
by thirty-six inch (36") Mylar with a minimum thickness of three (3) mils. All other
improvement/or construction plans shall be prepared and submitted on bond paper with
the same dimensions as the Title Sheet. Consultant shall provide to City `As -Built'
drawings and a copy of digital Computer Aided Design and Drafting ("CADD") and Tagged
Image File Format (.tiff) files of all final sheets within ninety (90) days after finalization of
the Project. For more detailed requirements, a copy of the City of Newport Beach
Standard Design Requirements is available from the City's Public Works Department.
18. OPINION OF COST
Any opinion of the construction cost prepared by Consultant represents the
Consultant's judgment as a design professional and is supplied for the general guidance
of City. Since Consultant has no control over the cost of labor and material, or over
competitive bidding or market conditions, Consultant does not guarantee the accuracy of
such opinions as compared to Consultant or contractor bids or actual cost to City.
19. CONFIDENTIALITY
All Instruments of Service, 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.
LPA, Inc. Page 7
20. 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 Instruments of Service provided under this Agreement.
21. 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, Instruments of Service, 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.
22. WITHHOLDINGS
Subject to California Civil Code Section 3320, City may withhold payment to
Consultant of any disputed invoices 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 so long as City continues to make timely payment on all undisputed invoices.
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 penalties as set forth in
California Civil Code Section 3320, from the date of withholding of any amounts found to
have been improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions which fall below the standard of care set out
above in Section 8.1 that are due to the negligence 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 borne by Consultant, provided City shall be responsible for the cost of
the omitted item or service as it was originally bid at the time of initial procurement.
Nothing in this Section is intended to expand the standard of care or limit City's rights
under the law or any other sections of this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project
for which Consultant will have no legal liability.
LPA, Inc. Page 8
25. CONFLICTS OF INTEREST
25.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., which (1) require such persons to disclose any financial interest that may
foreseeably be materially affected by the Work performed under this Agreement, and (2)
prohibit such persons from making, or participating in making, decisions that will
foreseeably financially affect such interest.
25.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
shall conform to all requirements therein. 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.
26. NOTICES
26.1 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.
26.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Public Works Director
Public Works Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
26.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Jon Mills
LPA, Inc.
5301 California Avenue, Suite 100
Irvine, CA 92617
27. CLAIMS
27.1 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
LPA, Inc. Page 9
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.).
27.2 In the event of a dispute between the parties as to performance of the
Services, the interpretation of this Agreement, payment or nonpayment for Services
performed or not performed or for disputes on whether or not Consultant is in default, the
parties shall attempt to resolve the dispute. If Consultant has not been previously
terminated by City; then, pending resolution of this dispute, Consultant agrees to continue
the Services diligently to completion so long as City continues to make timely progress
payments on all undisputed invoices as called for herein. If the dispute is not resolved,
Consultant agrees that it will neither rescind the Agreement nor stop the progress of the
Services, as long as City continues to show a good faith effort to resolve the dispute by
first immediately entering into direct negotiations between their principals within thirty
days of the dispute. If these negotiations are unsuccessful then City and Consultant
agree to mediate any dispute or claim arising between them out of this Agreement, or any
resulting transaction, before resorting to arbitration or court action. Mediation shall
commence within sixty (60) days of either party's written notice to the other that it has
determined that the foregoing negotiations are unsuccessful. Mediation costs, if any,
shall be divided equally among the parties involved. If any party commences an action
based on a dispute or claim to which this paragraph applies, without first attempting to
resolve the matter through negotiation and if that fails through mediation, then that party
shall not be entitled to recover attorney's fees, even if they would otherwise be available
to that party in any such action. Thereafter all claims, disputes or controversies as stated
above may be decided through arbitration, if agreed to in writing by all parties.
28. TERMINATION
28.1 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 five (5) calendar days, or if more than five (5) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within five (5) 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.
28.2 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
LPA, Inc. Page 10
shall deliver to City all reports, Instruments of Service and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
29. STANDARD PROVISIONS
29.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
29.2 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 during the term of the Agreement. In addition, all Work prepared by Consultant
shall, subject to the standard of care in Section 8.1, conform to applicable City, county,
state and federal laws, rules, regulations and permit requirements in effect during the term
of this Agreement and be subject to approval of the Project Administrator and City.
29.3 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.
29.4 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.
29.5 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.
29.6 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.
29.7 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.
29.8 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.
29.9 Controllinq 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.
LPA, Inc. Page 11
29.10 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 race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
29.11 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.
29.12 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]
LPA, Inc. Page 12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN Y'S OFFICE
Date: `i 3O
By. r -
Aaron C. Harp
City Attorney
ATTEST:
Date: U• �✓ ���
aol� 0P,&Wk__
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 10/3119
By:
Gra/'"' .Leung
g
Cit anaer
CONSULTANT: LPA, Inc., a California
corporation
Date:
By: Signed in Counterpart
Jon Mills
Chief Executive Officer
Date:
Signed in Counterpart
James Kelly
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
LPA, Inc. Page 13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEYS OFFICE
Date: 30
/"t
By. r
Aaron C. Harp
City Attorney
ATTEST:
Date:
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONSULcTANT: LP
corpora
r�o� ,�.,
Date: II to l
Inc., a California
z1 0
L (A /
Leilani I. Brown J ni s
City Clerk C ief Exe utive Officer
Date:
By:
Jan es Kelly
Secretary
1115'0/0
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
LPA, Inc. Page 13
EXHIBIT A
SCOPE OF SERVICES
LPA, Inc. Page A-1
SCOPE OF WORK
CITY OF NEWPORT BEACH - TEMPORARY HOMELESS SHELTER
PROJECT SCOPE OF WORK,
CLARIFICATIONS AND ASSUMPTIONS
Scope of Work
The City of Newport Beach seeks to develop a
Temporary Homeless Shelter with a range of 20 -
40 Beds. The Temporary Homeless Shelter shall be
located at the City's Corporation Yard at 592
Superior.
Services to be provided by LPA are:
Architectural Planning & Design
Landscape Architectural Design
Civil Engineering
Site Electrical Design
LPA shall provide services in three phases:
Phase 1 - Conceptual Design
Phase 2 - Documentation
Phase 3 - Contract Administration
PHASE
In the Conceptual Design Phase LPA will
develop site plan and floor plan layouts for the
Temporary Homeless Shelter based upon
program information provided to LPA
A. LPA will provide up to 3 concept
plan options for the City to consider
and review.
B. Based upon physical inspections of
the site and survey information
provided by the City, LPA will
prepare a conceptual utility
connection plan.
C. LPA will provide a conceptual
landscape site plan to provide a
design for fencing and screening of
the shelter.
Summary of Meetings:
A. Three planning and review meetings
with City Staff.
B. Three Public Meetings for
presentation of the project to the
community.
PHASE 2
After receiving written approval to proceed with a
concept floor plan and site plan from the City of
Newport Beach, LPA will begin the Documentation
Phase of the project. In this phase, LPA shall provide
those services designated necessary to prepare, from
the approved conceptual plans, for approval by the
City, Construction Documents consisting of Drawings,
Specifications and other documents setting forth in
detail the requirements for construction of the Project
and bidding and contracting for the construction of
the Project. The following descriptions shall apply to
those services:
Architectural Design/Documentation
services consisting of preparation of
Drawings based on approved Design
Documents setting forth in detail the
architectural construction requirements for
the Project.
2. Site Electrical Design/Documentation
services consisting of preparation of final
electrical engineering calculations,
Drawings and Specifications based on
approved Design Documents, setting forth
in detail the electrical construction
requirements for the Project.
3. Civil Design/Documentation services
consisting of preparation of final civil
engineering calculations, Drawings and
Specifications based on approved Design
Development documents, setting forth in
detail the civil construction requirements for
the Project including the following.
.01
Demolition Plan.
.02
Horizontal Plan
.03
Pavement Plan
.04
Wet Utilities Plan.
.05
Final Grading Plan.
.06
Preparation of SWPPP.
.07
Preparation of Water Quality
Management Plan.
.08
Specifications
4. Landscape Design/Documentation
services consisting of preparation of
Drawings and Specifications based on
approved Design Documents, setting forth
SCOPE OF SERVICES I CITY OF NEWPORT BEACH
in detail the landscape requirements for the
b. RFI's to be reviewed and
Project.
returned in three (3) days.
02 Distribution of submittals to the
5. Summary of Meetings:
City, Contractor and/or LPA's field
representative, as required.
01 Four coordination meetings with
.03 Maintenance of master file of
City Staff
submittals.
.02 Two plan check meetings.
04 Related communications.
.03 Three Public Meetings for
presentation of the project to the 2
Construction Field Observation services
Community, City Council, and
consisting of visits to the site at intervals
Planning Commission,
appropriate to the stage of construction to
become generally familiar with the progress
6. Summary of Deliverables:
and quality of the Work and to determine in
general if the Work is proceeding in
.01 Building Construction Documents
accordance with the Contract Documents,
consisting of architectural site
and preparing related reports and
plan & code analysis.
communications. Site visits are based on
02 Site Design Development
monthly meetings for four months of
drawings of civil, landscape and
construction.
electrical design requirements.
.03 Sheet Specifications.
7. Deliverables consisting of:
01 Permit -ready construction plans
and specifications.
Phase 3
In the Construction Contract Administration Phase,
LPA shall provide those services designated
necessary for the administration of the construction
contract as set forth in the General Conditions of the
Contract for Construction. Unless otherwise provided
in the Scope of Services, LPA duties and
responsibilities during construction shall be as set
forth in the Agreement between the City and
Architect for Designated Services. The following
descriptions shall apply to those services:
1. Office Construction Administration
services consisting of:
.01 Processing of submittals,
including receipt, review of, and
appropriate action on Shop
Drawings, Product Data, Samples
and other submittals required by
the Contract Documents.
a. Shop drawings and
submittals review (limit two
iterations per submittal) to
be turned reviewed and
returned in fifteen (15) days.
SCOPE OF SERVICES I CITY OF NEWPORT BEACH
Clarifications and assumptions include the
following:
City of Newport Beach to provide LPA with a
Program for all spaces to be included in the
Temporary Homeless Shelter.
?. Structural, Mechanical, Electrical, and
Plumbing for and within the Modular buildings
shall be provided by the Modular Building
Manufacturer/Provider,
3 The City of Newport Beach shall contract with
a modular building provider to provide the
modular buildings to house the Temporary
Homeless Shelter.
4 City of Newport Beach to provide LPA with
survey information locating topographic and
spot elevations, to be used in LPA's
verification of ADA access from the public
right of way to the Shelter. The survey
information shall also include the locations of
all existing utility lines and Points of
Connections to be used for the Shelter.
3 This Scope of Work will not include LPA's
preparation of any follow-on contract for
design professional services.
LPA will not have any public contracting
duties or responsibilities pursuant to the
services to be performed under this Scope of
Work.
LPA will not be responsible for nor shall LPA
supervise the City's staff.
3 LPA will not have any authority to nor shall
LPA negotiate contracts or make purchases on
the City's behalf.
LPA will have no decision-making authority
and shall at all times perform services only at
the direction of the City
All of the work produced by LPA under this
Scope of Work shall be the property of the
City to be utilized to inform the City's key
decision makers.
Any conceptual -design work performed by
LPA shall be based on the input and guidance
it receives from the City and other
stakeholders designated by the City.
Exclusions
• Hydrology studies of off-site areas which are
not tributary to the project site.
• Utility replacement and upgrade of
underground facilities on public streets.
• Any consultant not specifically identified.
• Submittal and coordination with Caltrans, Fish
and Game, Army Corps of Engineers, Flood
Control or any agency other than the City or
as specifically noted.
• Traffic studies.
• Submittal(s) fees.
• Traffic Control Plans/Intersection Signal
Design.
• Construction staking services and grade
verifications.
• Boundary Survey.
• Record of Survey.
• ALTA/ASCM Land Title Survey.
• Off -Site Improvements.
• Utility line relocation or adjustments.
• Environmental/EIR or biological services.
• Fountain consultant and design.
• Relocation or undergrounding of power lines.
• Easements: The abandonment, revising, or
writing of easements is not included in this
scope of work.
• Geotechnical services during design and
construction are excluded.
• Acoustics.
• Hazardous materials studies.
• All street lighting, signalization, or temporary
power design are excluded.
• Conditional Use Permit.
• Permit, Plan Check, testing or any agency fees.
• Rendering, flythrough, 3D graphics or other
presentation, fund raising, or marketing
material.
• Any item not specifically noted as included in
the Scope of Services.
• Improvements to adjacent city streets are
excluded.
• Off-site engineering includes all areas outside
the property line.
• Special disciplines consultation services
consisting of retaining, directing and
coordinating the work of special disciplines
consultants identified from the following list or
any other sources not listed, whose
specialized training, experience and
knowledge relative to specific elements and
features of the Project are required for the
Project:
• Construction Management
• Dry Utilities
• Environmental
• Fire Protection
• Food Service/Kitchen Design
• Methane
• Public Relations
• Reprographics
• Safety
• Security Systems Design & Engineering
• Soils/Foundations
EXHIBIT B
SCHEDULE OF BILLING RATES
LPA, Inc. Page B-1
SCOPE OF SERVICES I CITY OF NEWPORT BEACH
COMPENSATION
BASIC HOURLY RATES
Hourly not to exceed contract:
Mileage/travel
Principal
$250.00
.03
CADD plotting
Director
$225.00
Phase 1:
Renderings
Discipline Director
$215.00
1. Conceptual Design
$15,000
Project Director
$195.00
2. Public Meetings & Presentations:
$5,000
Project Leader
$175.00
Fee Total
$20,000
Design Coordinator II
$150.00
Manager
$145.00
Fixed Fee contract:
Design Coordinator 1
$125.00
Senior Specialist
$120.00
Phase 2 & 3
Designer III
$115.00
3. Documentation
$65,000
Specialist III
$100.00
4. Contract Administration
$25,000
Designer II
$100.00
5. Public Meetings & Presentations
$5,000
Specialist II
$90.00
Fee Total
$95,000
Designer 1
$90.00
Specialist 1
$80.00
REIMBURSABLE EXPENSES
Intern
$70.00
Project Expenses for the following are not included
in the Phased Fixed Fees and shall be reimbursed
to the Architect at 1.10 times the actual cost of the
expense. Reimbursable costs for this project are
estimated not to exceed $5,000.
.01
Mileage/travel
.02
Reproduction
.03
CADD plotting
.04
Telephone/Facsimile Services
.05
Renderings
.06
Models
CONSULTANT FEES
Unless specifically noted as being included in a
'stipulated sum,' all consultant fees shall be subject
to a multiple of 1.25 times the consultant cost
incurred by LPA.
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 City Council, boards
and commissions, officers, agents, volunteers and employees.
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, two million dollars ($2,000,000) 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).
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
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
LPA, Inc. Page C-1
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
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 City Council, boards and commissions, officers, agents, volunteers
and employees 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, its City Council, boards and commissions, officers, agents, volunteers
and employees shall be included as additional 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.
LPA, Inc. Page C-2
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.
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. If the Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
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. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant's
performance under this Agreement, 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.
LPA, Inc. Page C-3
Reyes, Raymund
From: EXIGIS RiskWorks <notifications@ riskworks.com >
Sent: Monday, October 14, 2019 2:46 PM
To: Reyes, Raymund
Subject: City of Newport Beach: Notice of Waiver for LPA, Inc.
Dear Business Partner,
City of Newport Beach has completed its review of the insurance documentation submitted on behalf of LPA,
Inc. and has waived its standard insurance requirements.
The following comments were provided: Evaluation waived by reviewer
No further action is required at this time. You will receive a renewal notice requesting the submission of
updated insurance documentation in advance of expiration.
If you have any questions, please contact EXIGIS Risk Management Services at support@exigis.com or 800-
430-1589.
Thank you for your cooperation and timely fulfillment of this important request.
Sincerely,
EXIGIS Risk Management Services
On behalf of City of Newport Beach
800-430-1589
support(exi ig s.com
Organizational Unit: City of Newport Beach -> Public Works
Agreement Name : Concept & Final Design Services for Temporary Emergency Homeless Shelter
Agreement Number: 8608-1