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HomeMy WebLinkAboutContracts & Agreements_98-2021AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of professional building evaluation services for a property located at 300 East State Street in the city of Redlands ("Agreement") is made and entered in this 15th day of June, 2021 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Miller Architecture Corporation, a California corporation ("Consultant") City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows 11 ARTICLE 1 — ENGAGEMENT OF CONSULTANT City hereby engages Consultant to provide building evaluation services and a written evaluation report for the property located at 300 East State Street in the city of Redlands (the "Services") 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONSULTANT 2 1 The Services that Consultant shall perform are more particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by reference 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this Agreement including, but not limited to, any applicable State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City designates Chris Boatman, Facilities and Community Services Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 Consultant shall perform and complete the Services in a prompt and diligent manner The Services shall commence immediately after the Effective Date of this Agreement and completed the Services by August 5, 2021, unless the Services are terminated earlier as provided for herein. 4 2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City, consistent with City 1 L.\ca\djm\Agreements\Miller Architecture Agreement.PS-1 1.FY20-0142.docx.jn Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City staff. ARTICLE 5 — PAYMENTS TO CONSULTANT 5 1 Total compensation for Consultant's performance of the Services shall not exceed the amount of fifty one thousand seven hundred dollars ($51,700) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," titled "Fee Schedule" which is attached hereto and incorporated herein by reference 5.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the Services City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return receipt requested, (iii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile or electronic mail transmission (including PDF), if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section. CITY. City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands org Phone (909) 798-7531 CONSULTANT. Gary Miller, AIA, President Miller Architectural Corporation 1177 Idaho Street, Ste 200 Redlands, CA 92374 Email gmiller@miller-aip com Phone 909-335-7400 Fax 909-335-7299 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City 2 L:\ca\djm\Agreements\Miller Architecture Agreement.PS-1 1.FY20-0142.docx.jn A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self -insured or exempt from the workers' compensation laws of the State of California. Consultant shall execute and provide City with Exhibit "C," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services B Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate, for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self- insurance maintained by City D Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: 3 L:\ca\djm\Agreements\Miller Architecture Agreement.PS-1 1.FY20-0142.docx.jn A. Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 7 3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8 — GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in- house counsel by a Party 8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City's immediate termination of this Agreement. 8 3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor any its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 4 L:\ca\djm\Agreements\Miller Architecture Agreement.PS-1 1.FY20-0142.docx.jn 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8 6 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8 7 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. 5 L:\ca\djm\Agreements\Miller Architecture Agreement.PS-1 1.FY20-0142.docx.jn IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS MILLER ARCHITECTURAL CORPORATION By `" �`�' By Paul T Banch, Mayor ATTEST Donaldson, City Clerk Gary Miller, Asident 6 L \ca\djm\Agreements\Miller Architecture Agreement.PS-1 1 FY20 0142 docx.jn EXHIBIT "A" SCOPE OF SERVICES Provide an evaluation and report for the property located at 300 E State Street. The purpose of the report is to determine the condition and feasibility of an existing building that is being considered to house City administrative offices Task 1 Project Initiation Fee — N/A Task 2 Project Information 1 Obtain the Client's program for the building The program will outline the following a Number of departments b Approximate area required by each department. c. Number of people to be housed in each department and type of offices and/or cubicles required in each department. d Type and quantity of support space required This would include space such as Copy/work rooms, conference rooms with number of people to be accommodated, break room(s), etc. 2 Visit the site and building to obtain a general sense of the site features and condition of the building 3 Research requirements of local regulatory agencies These items would include Parking, exiting, fire safety, Utility availability Utility availability would include a Water b sewer c. Power d Gas e Phone & Internet 4 Based on the client's program determined if the building could accommodate the client's space needs Determine how extensive building modifications maybe needed to accommodate the program 5 Provide a rough order of magnitude cost for improvements that may need to be provided to make the building capable to accommodate the Client's needs, and systems operational and with a reasonable life expectancy 6 Where possible and without the use of survey equipment, take note of general drainage patterns and their impact on the potential to develop the site 7 Investigate and report on the condition of the Plumbing, Electrical and HVAC (mechanical) systems Prepare a report summarizing findings and recommendations 7 L:\ca\djm\Agreements\Miller Architecture Agreement.PS-1 1.FY20-0142.docx.jn 2021 FEE SCHEDULE MILLER ARCHITECTURAL CORPORATION 1177 IDAHO STREET, SUITE 200 REDLANDS, CA 92374 P 909.335.7400 F 909.335.7299 PROFESSIONAL AND TECHNICAL STAFF. Senior Principal Court/Arbitration Appearance Deposition Principal (Architecture Division) Associate (Architecture Division) Principal (Interiors Division) Senior Project Manager Project Manager Senior Technician Intermediate Technician Senior Clerk/Administrative Assist. Junior Technician Administrative Assistant/Finance Manager Secretarial/Clerical/Intern Archive Retrieval Fee $230 00/hour $275 00/hour $300 00 - First Hour $270 00 - Each Additional Hour $177 00/hour $155 00/hour $150 00/hour $138 00/hour $128 00/hour $120 00/hour $84 00/hour $83 00/hour $75 00/hour $80 00 $62 00/hour $200 00/Flat Fee Overtime for hourly personnel will be charged at the base rate of 1 5 per hour for time in excess of 8 hours per weekday or for work on Saturdays, Sundays and holidays. EXPENSES. 1 Out of pocket expenses 2 In-house Services Large Format Black & White Large Format Color• Photo Copies. , (i e photocopies, film development, shipping, blueprints). cost plus 15% $ 2 40 per 24" x 36" sheet $ 3 35 per 30" x 42" sheet $7 10 per 24" x 36" sheet $9.20 per 30" x 42" sheet Black & White $0 33 per 8-1/2" x 11" $0 56 per 11" x 17" $1 82 per 8/1/2" x 11" $3 10 per 11" x 17" $0 83 per 12" x 18" $3 65 per 12" x 18" Black & White Color• Color. Black & White Color page page page page page page Presentation Materials $21 00 per 30 x 40 Foam Board CD with Files. $52 00 Upload Data. $52 00 3 Mileage $ 70 per mile 4 For work which requires overnight lodging, a per diem charge will be made appropriate to the area, based on actual costs. 5 Outside consultants not included in base fee and plan check fees shall be billed at direct cost plus 15% 10 L.\ca\dj m\Agreements\Miller Architecture Agreement.PS-1 1.FY20-0142.docx. jn EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By secunng from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industnal Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct MILLER ARCHITECTURAL CO' ' ORATION By Date Gary Miller, AIA, P • ent 11 L \ca\djm\Agreements\Miller Architecture Agreement.PS 1 1 FY20 0142.docx.jn i ® ,�CCoRECERTIFICATE ` SF LIABILITY INSURANCE 6444.....----'. DATE (MM/DD/YYYY) 06/03/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Cornerstone Specialty Insurance Services, Inc. 14252 Culver Drive, A299 Irvine CA 92604 CONTACT Tina Cowie NAME; (A/c°,No, Ext): (714) 731 7700 (ac No): (714) 731 7750 E-MAIL tina@cornerstonespecialty.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA RLI Insurance Company 13056 INSURED MILLER ARCHITECTURAL CORP 1177 Idaho Street Suite 200 Redlands CA 92374 INSURER e Aspen American Insurance Company INSURER C INSURER D INSURER E INSURER F . COVERAGES CERTIFICATE NUMBER: 21/22 COVERAGES REVISION NUMBER. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/ODIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y PSB0006782 01/03/2021 01/03/2022 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTE PREM SES Ea occur ence) $ 1,000,000 X ADDTL INSURED / P & NC MED EXP (Any one person) $ 10,000 X BLNKT WVR OF SUBRO PERSONAL &ADV INJURY $ INCLUDED GEN'LAGGREGATE P POLICY OTHER: V ^ LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 4 000,000 PRODUCTS COMP/OPAGG 4000,000 $, $ A AUTOMOBILE O/ /\ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY /1 x SCHEDULED Y Y PSB0006782 01/03/2021 01/03/2022 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PSE0002919 01/03/2021 01/03/2022 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A Y PSW0003805 01/03/2021 01/03/2022 v STATUTE ORH EL. EACH ACCIDENT $ 1,000,000 E.L. DISEASE EA EMPLOYEE $ 1 000,000 E.L. DISEASE POLICY LIMIT 1 000,000 $ B Professional Liability Claims Made AAAE300196-00 05/29/2021 05/29/2022 Each Claim Annual Aggregate $2,000,000 $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) City of Redlands is Additional Insured for General Liability but only if required by written contract with the Named Insured•prior to an occurrence and as per attached endorsement. Coverage Is subject to all policy terms and conditions. *30 days notice of cancellation, except for 10 days notice for non-payment of premium. For Professional Liability coverage, the aggregate limit is the total insurance available for all covered claims reported within the policy period. CERTIFICATE HOLDER CANCELLATION City of Redlands 35 Cajon Street PO Box 3005 Redlands CA 92373 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE \/(44,0,diza, ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD