HomeMy WebLinkAboutC-4564 - PSA for Bayview Surgery Center Traffic StudyPROFESSIONAL SERVICES AGREEMENT WITH
LSA ASSOCIATES, INC. FOR
BAYVIEW SURGERY CENTER TRAFFIC STUDY
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THIS AGREEMENT is made and entered into as of this 1'T�'Yfay of ,
2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation
` ( "City"), and LSA ASSOCIATES, INC. a California Corporation whose address is 20
Executive Park, Suite 200, Irvine, California, 92614 ( "Consultant"), 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. Rick Wood ( "Applicant ") is planning to convert general office space at 3501
Jamboree Road and 301 Bayview Circle, Newport Beach ( "Bayview Surgery
Center') into medical office /surgery center, physical therapy, imaging, and
support office uses. As such, a traffic study is needed to determine the impact
the conversion will have on the City's Traffic Circulation System.
C. City desires to engage Consultant to prepare a Traffic Phasing Ordinance
( "TPO ") Traffic Phasing Analysis for the Bayview Surgery Center ( "Project').
Applicant shall reimburse the City for the costs associated with the TPO traffic
study.
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project, shall be Meghan
Macias.
F. City has solicited and received a proposal from Consultant, has reviewed the
- previous - experienced eval tgW -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:
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1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 31st day of December, 2010, 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. The
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
3. TIME OF PERFORMANCE
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. The failure by Consultant to strictly adhere to the schedule may
result in termination of this Agreement by City.
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 to the other party so that all delays can be addressed.
3.1 Consultant shall submit all requests for extensions of time for
performance in writing to the Project Administrator 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.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, by either telephone, fax, hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
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 Eighteen Thousand Dollars and no1100 ($18,000) 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.
4.1 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) days after approval of the monthly invoice by City staff.
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4.2 City shall reimburse Consultant only for those costs or expenses
specifically approved in this Agreement, or specifically approved in writing
in advance by City. Unless otherwise approved, such costs shall be
limited and include nothing more than the following costs incurred by
Consultant:
A. The actual costs of subconsultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and /or other costs and /or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 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 shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
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 MEGHAN
MACIAS 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.
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. DAVE
KEELY shall be the Project Administrator and shall have the authority to act for
City under this Agreement. The Project Administrator or his authorized
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representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its 'responsibilities under this
Agreement, City agrees to, where applicable:
A. 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.
B. Provide blueprinting and other services through City's reproduction
company for bid documents. Consultant will be required to coordinate the
required bid documents with City's reproduction company. All other
reproduction will be the responsibility of Consultant and as defined above.
C. Provide usable life of facilities criteria and information with regards to new
facilities or facilities to be rehabilitated.
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. All services shall
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City. By
delivery of completed work, Consultant certifies that the work conforms to
the requirements of this Agreement and all applicable federal, state and
local laws and the professional standard of care.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force in 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.
8.3 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, or 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.
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9. HOLD HARMLESS
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, attorney's 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
the negligence, recklessness, or willful misconduct of the Consultant or 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.
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence, active negligence or willful misconduct of the Indemnified
Parties. Nothing in this indemnity shall be construed as authorizing any award of
attorney's 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.
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. 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 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.
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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 and/or his /her
duly authorized designee 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, a policy-or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certificates of
insurance with original endorsements to City as evidence of the insurance
coverage required herein. Insurance certificates must be approved by
City's Risk Manager prior to commencement of performance or issuance
of any permit. Current certification of insurance shall be kept on file with
City at all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. 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.
D. Coverage Requirements.
i. Workers' Compensation Coverage. Consultant shall maintain
Workers' Compensation Insurance and Employers Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non - renewal of all
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Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Consultant for City.
ii. General Liability Coverage. Consultant shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the 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 for
each occurrence.
iv. Professional Errors and Omissions Insurance. Consultant shall
maintain professional errors and omissions insurance, which
covers the services to be performed in connection with this
Agreement in the minimum amount of one million dollars
($1,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
the Consultant.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from the Consultant's operations or services
provided to City. Any insurance maintained by City, including any
self- insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
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iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional 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.
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 cotenancy,
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 orjoint- venture.
16. SUBCONTRACTING
City and Consultant agree that subconsultants may be used to complete the
work outlined in the Scope of Services. The subconsultants authorized by City to
perform work on this Project are identified in Exhibit A. Consultant shall be fully
responsible to City for all acts and omissions of the subcontractor. Nothing in
this Agreement shall create any contractual relationship between City and
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. The City is an intended beneficiary of any work
performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and the 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
Each and every report, draft, map, record, plan, document and other writing
produced (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. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
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.
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 authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers,
representatives and employees against any and all liability, including costs, for
infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in Consultant's drawings and
specifications provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices. in connection with the work 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
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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 his /her 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 borne by Consultant. Nothing in this paragraph 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
The 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.
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.
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25. NOTICES
All notices, demands, requests or approvals 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. All notices, demands, requests or approvals from
Consultant to City shall be addressed to City at:
Attn: Dave Keely
Public Works Department
City of Newport Beach
3300 Newport Boulevard
PO Box 1768
Newport Beach, CA 92658
Phone: 949 - 644 -3349
Fax: 949 -644 -3318
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
Attn: Meghan Macias
LSA Associates, Inc.
20 Executive Park, Suite 200
Irvine, CA 92614
Phone: 949 - 553 -0666
Fax: 959 - 553 -8076
26. TERMINATION
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 tor cu the default and -the defaulting pa rbq fails to
give adequate assurance of due performance within two (2) calendar days after
- receipt of written notice of defaultspecifying4he, nature of such def t and the
steps necessary to cure such default, and thereafter diligently take steps to cure
the _default, the non - defaulting party may terminaFe the AgreementTorthwith by
giving to the defaulting party written notice tof.
Notwithstanding the above provisions, City.- shall have the right, at its sole
won_ anti without cause, of tip by giving L_
seven (7) calendar days prior written notic& tc Consultant. In the event of
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' termination under this Section, City - -If 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
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27. 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.
28. 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. 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.
30. 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.
31. 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.
32. 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.
33. 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.
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this Agreement shall continue in full force and effect.
34. 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.
35. 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 or age.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
By. •A �-
y - et eauc amp,
Assistant City Att ney 1'XI14
ATTEST:
krM--
Leilani I. Brown,
City Clerk
Attachments
Q F:o1R
CITY OF NEWPORT BEACH,
A Municipal Corporation
By:
Da ' Kiff,
City Manager
LSA ASSOCIATES, INC.:
B : /`-
y
Rfeskwnt— CIEto
Tines Baum,
hief Financial Officer
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
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34. 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.
35. 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 or age.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
L-
Leonie Mulvihill,
Acting City Attorney
ATTEST:
M
Leilani I. Brown,
City Clerk
Attachments:
CITY OF NEWPORT BEACH,
A Municipal Corporation
Stephen G. Badum,
Public Works Director
LSA ASSOCIATES, INC.:
By:
Robert H. McCann,
President
James Baum,
Chief Financial Officer
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
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EXHIBIT A
LSA ASSOCIATES, INC.
S20 EXECUTIVE PARK, SUITE 200 949.553.0666 TEL A I
IRVINE, CALIFORNIA 92614 949.553.8076 FAX
April 15, 2010
David Lepo
Planning Director
City of Newport Beach
3300 Newport Boulevard
Newport Beach, CA 92663
RIVERSIDE
BERKELEY FRESNO ROCKLIN
CARLSBAD PALM SPRINGS SAN LUIS OBISPO
FORT COLLINS POINT RICHMOND SOUTH SAN FRANCISCO
Subject: Professional Services Proposal to Prepare a TPO Traffic Analysis for the
Bayview Surgery Center
Dear David:
LSA Associates, Inc. (LSA) has prepared this proposal to prepare a Traffic Analysis consistent with the
City of Newport Beach (City) Traffic Phasing Ordinance (TPO). The project proposes to convert general
office space at 3501 Jamboree Road and 301 Bayview Circle into medical office/surgery center, physical
therapy, imaging, and supporting office uses. The following tasks will be necessary to complete the TPO
analysis.
SCOPE OF WORK
Task 1: Data Collection/Existing Conditions
Based on discussions with City staff, it is anticipated that the study area will include up to 29 intersections
(21 intersections in the City of Newport Beach and 8 intersections in the City of Irvine). LSA has
confirmed the intersections to be studied in Irvine with City of Irvine staff Traffic counts for the 21
intersections in Newport Beach have been provided to LSA by the City, The City of Irvine does not have
current traffic counts at the eight intersections in Irvine; therefore, LSA will contract with a qualified data
collection firm to collect traffic counts at the eight study area intersections in Irvine. Existing levels of
service (LOS) at the study intersections will be calculated using the Intersection Capacity Utilization
methodology, as specified in the TPO. All Irvine intersections will be analyzed using the methodology
prescribed in the City of Irvine Traffic Study Guidelines.
Task 2: 1 Percent Test
The 1 percent test will be completed for intersections in Newport Beach to determine whether the project
would increase traffic on any leg of any study area intersection by 1 percent or more during any peak hour.
The 1 percent test will be completed for the opening year plus project condition. To determine project
opening year conditions, LSA will apply a growth rate to the existing traffic counts to escalate the existing
counts to the project opening year and will add traffic from approved but not yet constructed projects to
the escalated existing traffic counts. The growth rate will be as specified by the City in the "Regional
Traffic Annual Growth Rate" information provided to LSA.
04/15/10 (PACNB 1002\Bayview Surgery Center TPO Proposal REV 4-15.doc)
PLANNING 1 ENVIRONMENTAL SCIENCES 1 DESIGN
LSA ASSOCIATES, INC.
Project trips will be determined using trip rates for "medical office" from the Institute of Transportation
Engineers (ITE), Trip Generation, 8th Edition. LSA will prepare a trip distribution for the project trips in
increments of 5 percent. Project trips will be assigned to the study area intersections based on the trip
distribution percentages. The trip generation and distribution will be provided to the City Traffic Engineer
prior to inclusion into the report and analysis.
Project opening year traffic volumes on each leg of each study area intersection will be compared to the
project traffic volumes for each leg to determine whether the project would increase the traffic by
1 percent or more during any peak hour in the project opening year. If the project does not add 1 percent to
each leg of an intersection, with the exception of intersections in the City of Irvine, the study intersection
does not require further analysis per the TPO.
Task 3: Project Impact Analysis
LSA will prepare an analysis of the potential impacts of the project in the project opening year and for
cumulative conditions. Cumulative conditions will be determined by adding traffic from planned projects
of a significant size to the project opening year traffic volumes. LSA has received a list of cumulative
projects from the City of Newport Beach for use in this study. The following scenarios will be analyzed as
part of this task.
• Existing
• Existing plus Project
• Opening Year (Existing with growth rate plus Approved Projects)
• Opening Year (Existing with growth rate plus Approved Projects) plus Project
• Opening Year plus Cumulative Projects
• Opening Year plus Cumulative Projects plus Project
The project impact analysis will only be prepared for the intersections that meet the 1 percent test. If the
addition of project traffic results in a significant impact at any study area intersection, improvements will
be recommended to mitigate the impact of project trips. A conceptual plan will be provided for each
mitigation measure.
LSA will prepare an analysis of one alternative project description. The alternative analysis could be
necessary either because of changes made to the project description by the applicant or to evaluate a
reduced project description to mitigate project impacts.
Task 4: Parking Study
The Bayview Planned Community Development Plan and Development Standards specify the parking
required at 3501 Jamboree Road and 301 Bayview Circle, which for office space is the same as the City
Code requirement. The City's parking code requirements for office and medical use are shown in Table A.
04/15/10 (P:\CNB 1002\Bayview Surgery Center TPO Proposal REV 4-15.doc)
LSA ASSOCIATES. INC.
Table A: City Code Parking Requirements
Land Use
Parking Requirement
Office'
1 space/250 sffirst 125,000 s
1 space/300 sf next 300,000 s
1 space/350 sf over 425,000 s
Medical Office
1 space/200 sf
I Office parking generated based on net floor area.
Z Medical Office parking generated based on gross floor
area.
sf= square feet
As noted in Table A, the parking required by the City Code for Medical Office is higher than that required
by the Code for General Office use. Review of the parking rates in the ITE Parking Generation, 3rd
Edition, and recent research in the ITE Journal would indicate that surgery centers and/or medical office
buildings require fewer parking spaces than required by City Code.
LSA will review the project description and available parking rates and recommend a parking rate for
Medical Office use at the Bayview site. The parking demand of the site, including existing uses, will be
calculated to determine whether sufficient parking will be provided for the Bayview site by the existing
2,443 parking spaces.
Task 5: Prepare Traffic Study
A technical traffic study will be prepared that will present the methodology, data, and results of the
analysis described in Tasks 1-4. The traffic study will include tables and figures necessary to present the
information in a thorough and understandable format. This task also includes one meeting with City traffic
engineering staff to present and discuss the results of the TPO traffic study and attendance at one public
meeting if necessary. One revision of the traffic study is included in this scope of work. In addition, LSA
will respond to comments from the public if the project requires environmental review.
BUDGET/SCHEDULE
To complete the above tasks, a budget of $18,000 is required. This amount will be billed on an hourly
basis, consistent with the attached standard contract provisions and will not be exceeded without your
prior authorization. If it is necessary to prepare engineering cost 'estimates for mitigation measures, then an
additional fee would be required. Existing traffic counts will be collected the week of April 12, 2010. A
draft traffic study will by transmitted to you by April 30, 2010.
04/15/10 (PACN131002\13ayview Surgery Center TPO Proposal REV 4-15.doc)
LSA ASSOCIATES. INC.
Thank you for the opportunity to submit this proposal. LSA looks forward to working with you toward the
successful completion of this project.
Sincerely,
LSA ASSOCIATES, INC.
Meghan Macias
Principal
Attachment: Schedule of Standard Contract Provisions and Billing Rates
THE ABOVE STATED TERMS ARE HEREBY ACCEPTED AND AUTHORIZED
CLIENT:
Company
Authorized Signature
Title
Date
04/15/10 (P:\CNB1002\Bayview Surgery Center TPO Proposal REV 4-15.doe)
LSA ASSOCIATES. INC.
SCHEDULE OF STANDARD CONTRACT PROVISIONS
AND BILLING RATES
FEES FOR PROFESSIONAL SERVICES
Fixed -Fee Contracts
If a fixed -fee proposal, the professional services described in the Scope of Services Section of the
attached proposal shall be provided for the fixed fee noted in the proposal. All other professional
services are considered extra services. Extra services shall be provided on a time and expenses basis
at the same rates specified for hourly contracts, unless other arrangements are made in advance.
Hourly Contracts
If an hourly plus expenses proposal, the professional services described in the Scope of Services
Section of the attached proposal shall be provided on a time and materials basis at current hourly
rates. These rates are as shown on a Rate Schedule that is attached, or can be made available. Hourly
rates are subject to review at least annually on or about August 1 of each year, and may be adjusted to
reflect changing labor costs, at our discretion, at that time. (A schedule can be made available upon
request.)
Direct costs (including cost of subconsultants) shall be reimbursed at cost plus ten percent, unless
other arrangements are made in advance, and are not included in the hourly fee for professional
services.
The total estimated amount of time and expenses noted in the proposal will serve as a control on the
services to be provided. The specified amount will not be exceeded without prior approval of the
client.
INVOICING
Monthly invoices shall be submitted for progress payment based on work completed to date. Clients
requesting changes to LSA's standard invoice may be billed for the time to develop the invoice and
monthly administration of the billing.
PAYMENT OF ACCOUNTS
Terms are net 30 days. LSA offers a 1 percent discount on invoices paid within 30 days of the invoice
date. to
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LACORPkontractdoc «12/16/09»
LSA ASSOCIATES. INC.
STANDARD OF CARE
Services provided by LSA under this Agreement will be performed in a manner consistent with the
degree of care and skill ordinarily exercised by members of the same profession currently practicing
under similar circumstances.
INDEMNIFICATION
Client and consultant each agree to indemnify and hold the other harmless and their respective
officers, employees, agents, and representatives from and against liability for all claims, losses,
damages, and expenses, including reasonable attorneys' fees, to the extent such claims, losses,
damages, and expenses are caused by the indemnifying party's negligent acts, errors, or omissions.
ELECTRONIC FILE DATA CHANGES
Copies of documents that may be relied upon by client are limited to the printed copies (also known
as hard copies) that are signed or sealed by LSA. Files in electronic media format or text, data,
graphic, or other types that are furnished by LSA to client are -only for convenience of client. Any
conclusion or information obtained or derived from such electronic files will be at the user's sole risk.
When transferring documents in electronic media format, LSA makes no representations as to long-
term compatibility, usability, or readability of documents resulting from the use of software
application packages, operating systems, or computer hardware differing from those of LSA at the
beginning of the assignment.
FORCE MAJEURE
Neither party shall be deemed in default of this Agreement to the extent that any delay in performance
of its obligation results from any cause beyond its reasonable control and without its negligence.
LITIGATION
In the event that either party brings action under the proposal for the breach or enforcement thereof,
the prevailing party in such action shall be entitled to its reasonable attorneys' fees and costs whether
or not such action is prosecuted to judgment.
NOTICES
Any notice or demand desired or required to be given hereunder shall be in writing, and shall be
deemed given when personally delivered or deposited in the mail, postage prepaid, sent certified or
registered, and addressed to the parties as set forth in the proposal or to such other address as either
party shall have previously designated by such notice. Any notice so delivered personally shall be
deemed to be received on the date of delivery, and any notice mailed shall be deemed to be received
five (5) days after the date on which it was mailed.
LACORP\contract.doc <d2/16/09»
LSA ASSOCIATES, INC.
TERMINATION OF CONTRACT
Client may terminate this agreement with seven days prior notice to LSA for convenience or cause.
Consultant may terminate this Agreement for convenience or cause with seven days prior written
notice to client. Failure of client to make payments when due shall be cause for suspension of
services, or ultimately termination of the contract, unless and until LSA has been paid in full all
amounts due for services, expenses, and other related charges.
REVOCATION
If this Schedule of Standard Contract Provisions is attached to a proposal, said proposal shall be
considered revoked if acceptance is not received within 90 days of the date thereof, unless otherwise
specified in the proposal.
LACOMcontracLdoc ((12/16/09))
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LSA IN-HOUSE DIRECT EXPENSES
L:\CORP\contractdoc 02/16/09»
Unit Cost
Reproduction
8.5 x 11
B/W
$0.10 per page
Reproduction
8.5 x 11
Color
$1.00 per page
Reproduction
11 x 17
B/W
$0.16 per page
Reproduction
11 x 17
Color
$2.50 per page
CD Production
$5.00 per CD
Plotting
$3.75 per sf
Mileage
On Road
$0.50 per mile
Mileage
Off -Road
$0.65 per mile
GPS Unit
$100.00 per da
Sound Meter
$75.00 per da
Aerial Photos
$200.00 er photo
L:\CORP\contractdoc 02/16/09»