LPA Inc - Forecasting and Programming Services • •
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into this '' ay May, by of 2010, and between the CITY OF RANCHO PALOS
VERDES hereinafter referred to as "CITY", and LPA Inc. hereafter referred to as
"CONSULTANT".
IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto
mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES
1.1 Project Description
The Project is described as follows:
As part of the proposal for the Rancho Palos Verdes Civic Center, the scope of work
is to forecast and program the future staffing and square footage needs for the City Hall
and the Cultural and Community Centers.
1.2 Description of Services
A. General Level and Range of Service
CONSULTANT shall provide Services including, but not limited to, the following
broad areas:
(1) Lead a Forecasting and Programming Session with the CITY'S Senior
Management to establish the parameters, goals, objectives and image for the design of the
facility.
(2) Conduct a consensus building session followed by Departmental
Program Interviews in preparation for the development of a Space Program Document,
quantifying and qualifying the CITY'S functional and aesthetic requirements.
(3) Prepare a report which summarizes programmatic requirements in a
detailed Space Program with departmental and executive summaries provided for the
CITY'S approval. Present the findings of the report to the City Council.
B. Specific Tasks
CONSULTANT shall provide Forecasting and Programming Services including, but
not limited to, the following Tasks:
(1) Conduct research on existing square footage, adjacencies and
personnel count. Collect existing floor plans to be utilized in forecasting workshop.
(2) Confirm possible positions for City Hall and the Cultural and
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Community Centers as well as the required parking areas for all uses. This portion of the
work should include a discussion with the CITY'S landscape architect/consultant on
parking requirements and site planning options.
(3) Prepare an Agenda for the session with the CITY'S landscape
architect/consultant for review by the CITY and distribution to participants one week prior to
the meeting.
(4) Lead a Project Objectives Meeting to establish the project "ground
rules," and discuss macro program requirements including:
a) Project schedule objectives;
b) Project budget objectives for construction, furniture, fixtures,
cabling, equipment, move costs, etc.;
c) Workspace standards discussion; private office, workstation,
and bullpen assignment by job function and/or title.
d) Discuss Sustainable objectives;
e) Discuss and confirm the CITY'S anticipated growth projections,
and efficiencies that can be gained by the consolidation of
facilities;
f) Discuss and confirm overall departmental adjacencies based
upon work flow and interaction;
g) Discuss and confirm common or shared support areas and
amenities;
h) Preparation of Agenda for the Forecasting Agenda.
(5) Lead a Forecasting Session with senior CITY staff to determine the
image/brand and "look and feel" of the facility through an interactive "Visual Listening"
process including:
a) Identify and prioritize key words that define the CITY'S
organization and culture.
b) From a wide selection of images of space, color texture, and
objects, identify and prioritize those images or parts of images
that embody the "look and feel" of the CITY'S brand and
culture.
c) The results of the highly interactive Forecasting Session will
allow LPA to develop a design direction for the facility that
uniquely embodies the CITY'S identity and culture.
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d) Results from the Forecasting Session will be published by the
' CONSULTANT and submitted to the CITY for approval.
(6) Issue a questionnaire to department heads, conduct up to ten (10)
departmental/group interviews (45 minutes in length), tour each department, develop
stack/block diagrams based upon adjacency requirements for the City Hall and the Cultural
and Community Centers, and review findings with CITY Staff.
(7) Summarize programmatic requirements in a detailed Space Program
with departmental and executive summaries provided for the CITY'S approval.
(8) Prepare a Photovoltaic (PV) Feasibility Analysis including:
a) Conduct research on the ability to incorporate a solar
photovoltaic (PV) system into the building designs.
b) Provide descriptions of PV technology and system options.
c) Estimate the physical size and expected annual energy output
for a PV system and correlate energy output to expected
building energy use.
d) Complete a lifecycle analysis of expected performance and
economics of a PV system.
(9) Present findings to the City Council in preparation for moving on to the
next phase.
1.3 Schedule of Work
Upon receipt of written Notice to Proceed from CITY, CONSULTANT shall
perform with due diligence the services included in Section 1.2. No work shall be done on
any item of Section 1.2 for which CONSULTANT has not received a written Notice to
Proceed. CONSULTANT shall perform all services under this Agreement in a timely
manner consistent with the project schedule attached as Exhibit A.
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, other consultants/contractors, or governmental agencies, or any
other delays beyond CONSULTANT'S control or without CONSULTANT'S fault.
ARTICLE 2
COMPENSATION
2.1 Fee
(a) CITY agrees to compensate CONSULTANT a total of$25,000 for the
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Project.
(b) CITY may request additional specified work under this agreement
pursuant to Section 2.4. All such work must be authorized in writing by the Deputy City
Manager prior to commencement.
(c) CONSULTANTS final invoice must be submitted within 30 days of
completion of the stated scope of services.
2.2 Payment Address
All payments due CONSULTANT shall be paid to:
LPA, Inc.
5161 California Avenue, Suite 100
Irvine, CA 92617
2.3 Terms of Compensation
CONSULTANT will submit invoices monthly for the percentage of work
completed in the previous month. CITY agrees to authorize payment for all undisputed
invoice amounts within thirty (30) days of receipt of the invoice. CITY agrees to use its
best efforts to notify CONSULTANT of any disputed invoice amounts or claimed
completion percentages within ten (10) days of the receipt of each invoice. However,
CITY's failure to timely notify CONSULTANT of a disputed amount of claimed completion
percentage shall not be deemed a waiver of CITY's right to challenge such amount or
percentage.
Additionally, in the event CITY fails to pay any undisputed amounts due
CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY
agrees that CONSULTANT shall have the right to consider said default a total breach of
this Agreement and be terminated by CONSULTANT without liability to CONSULTANT
upon ten (10) working days advance written notice.
2.4 Additional Services
CITY may request in writing that CONSULTANT perform additional services
not covered by the specific Scope of Work set forth in this Agreement, and CONSULTANT
shall perform such services and will be paid for such additional services in accordance with
CONSULTANT'S Schedule of Hourly Rates attached hereto as Exhibit B and incorporated
herein by reference. The schedule of hourly rates shall be in effect through the end of this
Agreement or December 31, 2010, whichever occurs first.
2.5 Time of Performance and Services:
This Agreement shall commence on the day it is executed. CONSULTANT
shall perform all services pursuant to this Agreement in a professional and timely manner
in accordance with any deadlines established by CITY.
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ARTICLE 3
INDEMNIFICATION AND INSURANCE
3.1 Indemnification
CONSULTANT will defend, indemnify and hold harmless CITY, its Boards
and its officers, employees and agents (collectively "CITY"), against any claim, loss or
liability that arises because of the sole negligence or willful misconduct of CONSULTANT,
its agents, officers, directors or employees, in performing any of the services under this
Agreement. CONSULTANT shall reimburse the CITY in any action or actions filed in
connection with any such claims for defense costs for counsel of CITY's choice, and
CONSULTANT shall reimburse all costs and expenses, including actual attorneys' fees
incurred in connection with such defense after the conclusion of any action and to the
extent caused by the sole negligence or willful misconduct of CONSULTANT.
3.2 General Liability
CONSULTANT shall at all times during the term of the Agreement carry,
maintain, and keep in full force and effect, a policy or policies of Commercial General
Liability Insurance, with minimum limits of One Million ($1,000,000) Dollars for each
occurrence and in the aggregate, combined single limit, against any personal injury, death,
loss or damage resulting from the wrongful or negligent acts by CONSULTANT. Said
policy or policies shall be issued by an insurer admitted to do business in the State of
California and rated in Best's Insurance Guide with a rating of A-VII or better.
3.3 Professional Liability
CONSULTANT shall at all times during the term of this Agreement, carry,
maintain, and keep in full force and effect a policy or policies of professional liability
insurance with a minimum limit of one million ($1,000,000) dollars. Said policy or policies
shall be issued by an insurer admitted to do business in the State of California or
appearing on the California List of Eligible Surplus Line Insurers (LESLI), and rated in
Best's Insurance Guide with a rating of A-VII or better.
3.4 Worker's Compensation
CONSULTANT agrees to maintain in force at all times during the
performance of work under this Agreement worker's compensation insurance as required
by the law. CONSULTANT shall require any subcontractor similarly to provide such
compensation insurance for their respective employees.
3.5 Notice of Cancellation
A. All insurance policies shall provide that the insurance coverage shall
not be canceled by the insurance carrier without thirty (30) days prior written notice to
CITY. CONSULTANT agrees that it will not cancel or reduce said insurance coverage.
B. CONSULTANT agrees that if it does not keep the aforesaid insurance
in full force and effect, CITY may either immediately terminate this Agreement or, if
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insurance is available at a reasonable cost, CITY may take out the necessary insurance
and pay, at CONSULTANT'S expense, the premium thereon.
3.6 Certificate of Insurance
At all times during the term of this Agreement, CONSULTANT shall maintain
on file with the CITY Clerk a certificate of insurance showing that the aforesaid policies are
in effect in the required amounts. The commercial general liability shall contain
endorsements naming the CITY, its officers, agents and employees as additional insured.
3.7 Primary Coverage
The commercial general liability insurance provided by CONSULTANT shall
be primary to any coverage available to city. The insurance policies (other than workers'
compensation and professional liability)shall include provisions for waiver of subrogation.
ARTICLE 4
TERMINATION
4.1 Termination of Agreement
(a) This Agreement may be terminated at any time,with or without cause,
by either party upon sixty (60) days prior written notice. Notice shall be deemed served
upon deposit in the United States Mail of a certified or registered letter, postage prepaid,
return receipt requested, addressed to the other party, or upon personal service of such
notice to the other party, at the address set forth in Article 6.10.
(b) In the event of termination or cancellation of this Agreement by
CONSULTANT or CITY, due to no fault or failure of performance by CONSULTANT,
CONSULTANT shall be paid compensation for all services performed by CONSULTANT,
in an amount to be determined as follows: for work done in accordance with all of the terms
and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the
percentage of services performed prior to the effective date of termination or cancellation in
accordance with the work items; provided, in no event shall the amount of money paid
under the foregoing provisions of this paragraph exceed the amount which would have
been paid to CONSULTANT for the full performance of the services described in Article
2.1.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
5.1 Ownership of Documents and Work Product
All plans, specifications, reports and other design documents prepared by
CONSULTANT pursuant to this Agreement are instruments of service which shall be
deemed the property of the CITY. CITY acknowledges and agrees that all plans,
specifications, calculations, reports and other design documents prepared by
CONSULTANT pursuant to this Agreement shall be used exclusively on this Project and
shall not be used for any other work without the written consent of CONSULTANT. In the
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event CITY and CONSULTANT permit the reuse or other use of the plans, specifications,
calculations, reports or other design documents, CITY shall require the party using them to
indemnify and hold harmless CITY and CONSULTANT regarding such reuse or other use,
and CITY shall require the party using them to eliminate any and all references to
CONSULTANT from the plans, specifications, calculations, reports and other design
documents. If a document is prepared by CONSULTANT on a computer, CONSULTANT
shall prepare such document in a Microsoft® Word 2007 or lower format for text
documents. In addition, CONSULTANT shall provide CITY with said document both in a
printed format and in an electronic format acceptable to CITY.
ARTICLE 6
GENERAL PROVISIONS
6.1 Representation
The CITY representative shall be the Deputy City Manager and a
CONSULTANT representative shall be designated by CONSULTANT as the primary
contact person for each party regarding performance of this Agreement.
6.2 Fair Employment Practices/Equal Opportunity Acts
In the performance of this Agreement, CONSULTANT shall comply with all
applicable provisions of the California Fair Employment Practices Act (California
Government Code Sections 12940-48)and the applicable equal employment provisions of
the Civil Rights Act of 1964 (42 U.S.C. 200e-217), and the Americans with Disabilities Act
of 1992 (42 U.S.C. § 11200, et seq.).
6.3 Personnel
CONSULTANT represents that it has, or shall secure at its own expense, all
personnel required to perform CONSULTANT'S services under this Agreement.
CONSULTANT shall make reasonable efforts to maintain the continuity of
CONSULTANT'S staff that are assigned to perform the services hereunder and shall obtain
the approval of the Deputy City Manager of all proposed staff members who will perform
such services. CONSULTANT may associate with or employ associates or subcontractors
in the performance of its services under this Agreement, but at all times shall be
responsible for their services.
6.4 Conflicts of Interest
CONSULTANT agrees not to accept any employment or representation
during the term of this Agreement or within twelve (12)months after completion of the work
under this Agreement which is or may likely make CONSULTANT "financially interested"
(as provided in California Government Code Section 1090 and 87100) in any decisions
made by CITY on any matter in connection with which CONSULTANT has been retained
pursuant to this Agreement.
6.5 Legal Action
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(a) Should either party to this Agreement bring legal action against the
other, the case shall be brought in a court of competent jurisdiction in Los Angeles County,
California, and the party prevailing in such action shall be entitled to recover its costs of
litigation, including reasonable attorneys'fee which shall be fixed by the judge hearing the
case and such fee shall be included in the judgment.
(b) Should any legal action about the Project between CITY and a party
other than CONSULTANT require the testimony of CONSULTANT when there is no
allegation that CONSULTANT was negligent, CITY shall compensate CONSULTANT for its
testimony and preparation to testify at the hourly rates in effect at the time of such
testimony.
6.6 Assignment
This Agreement shall not be assignable by either party without the prior
written consent of the other party.
Notwithstanding the above, CONSULTANT may use the services of persons
and entities not in CONSULTANT'S direct employ,when it is appropriate and customary to
do so. CONSULTANT'S use of subcontractors for additional services shall not be
unreasonably restricted by the CITY provided CONSULTANT notifies the CITY in advance.
6.7 Independent Contractor
CONSULTANT is and shall at all times remain, as to the CITY, a wholly
independent CONSULTANT. Neither the CITY nor any of its agents shall have control
over the conduct of CONSULTANT or any of the CONSULTANT'S employees, except as
herein set forth. CONSULTANT expressly warrants not to, at any time or in any manner,
represent that it, or any of its agents, servants or employees, are in any manner agents,
servants or employees of CITY, it being distinctly understood that CONSULTANT is, and
shall at all times remain to CITY, a wholly independent CONSULTANT and
CONSULTANT'S obligations to CITY are solely such as are prescribed by this Agreement.
6.8 Titles
The titles used in this Agreement are for general reference only and are not
part of the Agreement.
6.9 Extent of Agreement
This Agreement represents the entire and integrated Agreement between
CITY and CONSULTANT and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be modified or amended only by a
subsequent written agreement signed by both parties.
6.10 Notices
All notices pertaining to this Agreement shall be in writing and addressed as
follows:
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' If to CONSULTANT:
LPA, Inc.
Robert O. Kupper, CEO
5161 California Avenue, Suite 100
Irvine, CA 92617
If to CITY:
Carolynn Petru, Deputy City Manager
City of Rancho Palos Verdes
30940 Hawthorne Blvd.
Rancho Palos Verdes, CA 90275
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
"CONSULTANT"
LPA, Inc. •,
14
BY:
Robert 0. Kupper, AIA
Chief Executive Officer
Title
5/24/10
Date
CITY OF RANCHO PALOS VERDES
A Municipal Corporation
twg"„ack
CITY MANGER
City of Rancho Palos Verdes
- � - 10
Date
ATTEST:
qii(PA___C7710M-ea-A-
CITY CLERK
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EXHIBIT 'A'
Rancho Palos Verdes Civic Center LPA
Envisioningand Programming
ID Task Name Duration Start Finish June July August
s l s i s l s 1 s I s i s l s Is sl
1 FORECASTING WORKSHOPS 1 wk Tue 6/1/10 Mon 6/7/10 r'�'''''T
2 Research Existing Facilities,Personnel Headcount 1 wk Tue 6/1/10 Mon 6/7/10% r- ) 6/7
3 Confirm possible positions for Buildings and Parking 1 wk Tue 6/1/10 Mon 6/7/10% ,,.,...)6/7
4 Prepare for Project Objective Meeting 1 wk Tue 6/1/10 Mon 6/7/10% C7 6/7
5 "THE PRACTICAL ASPECTS OF THE PROJECT" 1 wk Tue 6/8/10 Mon 6/14/10
6 Conduct Project Objective Meeting0 days Tue 6/8/10 Tue 6/8/10 6/8 Co)-,
Y
7 Prepare for Forecasting Session 1 wk Tue 6/8/10 Mon 6/14/10 0% 6/15 ;•6/14
8 "THE POETIC ASPECTS OF THE PROJECT" 0 wks Tue 6/15/10 Tue 6/15/10
9 Conduct Forecasting Session 0 days Tue 6/15/10 Tue 6/15/10 6/15 *
10 PROGRAMMING 3.8 wks Tue 6/22/10 Sun 7/18/10
i I
11 Issue Questionnaire to Department Heads 0 days Tue 6/22/10 Tue 6/22/10 6/21 * 4 III
12 Conduct Department Head Interviews 2 days Tue 6/29/10 Thu 7/1/10 0% /1
13 Create Blocking and Stacking Diagrams 2 wks Fri 7/2/10 Thu 7/15/10 0% - -----)7/15
14 Review Findings with Senior City Staff 0 days Sun 7/18/10 Sun 7/18/10 7/18 #
15 DOCUMENT FINDINGS 2.23 wks Tue 7/20/10 Wed 8/4/10 f .mmV
16 Document all Findings 2 wks Tue 7/20/10 Mon 8/2/10 0% r /2
17 Make Presentation of Findings to City Council 0 days Wed 8/4/10 Wed 8/4/10 I8/4
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EXHIBIT B
LPA, INC.
SCHEDULE OF HOURLY RATES
The following services will be billed on an hourly, not-to-exceed basis, at
the current Basic Hourly Rates.
Forecasting and Programming $18,500.00
Solar Photovoltaic Feasibility Analysis $6,500.00
Services delivered that are not specified in the scope of services shall be
deemed to be "additional services" and will be billed at the CONSULTANT'S
hourly rates listed below. The rates are reviewed annually and are subject to
adjustment effective January 1st of each year. (The rates shown are effective
through December 31, 2010.)
Personnel Hourly Rate (Office)
Principal $ 195
Senior Project Director 175
Project Director 155
Senior Project Manager 145
Managing Professional 135
Senior Professional 120
Professional 110
Professional Staff 100
Intermediate Staff 90
Staff 80
Support Specialists 70
Clerical Staff 65
Intern 55