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HomeMy WebLinkAboutContracts & Agreements_39-2019PS11(12419) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement foi the provision of architectural design services ("Agreement") is made and entered in this 5th day of Maich, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and SGH Architects ("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 ARTICLE 1 --- ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide architectural design services foi City (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," entitled "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, State prevailing wage laws ARTICLE 3 — RESPONSIBILITIES OF CITY 3 1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services 3 2 City designates Paul Tool, Municipal Utilities and Engineering Department 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 term of this Agreement shall be for a period of three (3) years commencing as of the Effective Date, unless terminated ear hei as provided herein L 1ca\djm\Agreements\SGH Architects Agreement PS 1 1 doc PS 1 1 {1 2419) 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 Council adopted policy foi 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 foi Consultant's performance of the Services shall not exceed the amount of ninety thousand Dollars ($90,000 00) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B" entitled "Fee Schedule" attached heteto 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, oi 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, (n) five (5) days after deposit in first class registered mail, with return receipt requested, (in) on the actual delivery date if deposited with an overnight cournei, or (iv) on the date sent by facsimile, 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, oi such other address as a Party may provide notice in accordance with this section City City Cleric City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 Consultant Michael .1 Stephens, Principal SGH Architects 707 Brookside Ave , Redlands, CA 92373 mstephens@sgharch com (909) 375-3030 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 prioi 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 7 L 1ealdjmlAgreements\SGH Architects Agreement PS 1 1 doe PS 1 1 (1 24 19) A Workers' Compensation and Employer's Liability Insurance in the amount that meets statutory requirements with an insurance camel acceptable to City, or certification to City that Consultant Is self -insured of exempt from the workers' compensation laws of the State of California Consultant shall execute and provide City with Exhibit "C" entitled "Woi kers' Compensation Insurance Certification," which is attached het eto and incorporated herein by this reference prioi 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 m 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\djnl\Agreements\SGH Architects Agreement PS 1 1 doc PS 1 I (I 24 19) A Does not make a governmental decision whether to (r) approve a rate, rule or regulation, or adopt or enforce a City law, (tt) issue, deny, suspend or revoke any City permit, license, application, certification, approval, 01 det of 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, oi to the specifications for such a contract, (v) grant City appt oval to a plan, design, r eport, study of 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 prioi written approval of City and in strict compliance with the terms and conditions of this Agreement Any assignment oi attempted assignment without such prioi written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement 8 3 Consultant is foi all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City not 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 foi 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, not shall Consultant have any authority, express or implied, to bind City to any obligation 4 L 1ea\djm\Agreements\SGH Architects Agreement PS-1 1 doc PS 1 1(1 24 19) 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prtot 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 of 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, of 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, impan 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 L 1ca\djmlAgreements\SGW Architects Agreement PS-1 1 doc PS 1 1(1 24191 IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS Paul W Fostei, Mayor Attest nne Donaldson, City Clerk SGH ARCHITECTS By icha ' tephens, Principal 6 L \ci\djm\Agreements\SGH Architects Agreement PS -I 1 doc PS 1 1 (1 24 19) EXHIBIT "A" SCOPE OF SERVICES The Consultant shall provide architectural services meeting all standards and codes used in design for basic services as required on projects as follows a Design Development, b Contract Documents, and c Bidding / Construction support The Aichitect shall a Review existing drawings, plans, and actual conditions, and advise the City on issues of concern in regards to design, equipment selection, material selection, cost estimation as well as cost (life -cycle) analysis b Provide design development, bid documents, and a detailed cost estimate at each phase, which may include i Attend coordination meetings, u Provide piogiess prints/cost estimates (labor and materials) at appropriate intervals, iu Include elevations of exposed mechanical or electrical units, and/or three- dimensional renderings (as requested), and iv Provide architectural design drawings which shall include all components and accessories v Provide electrical, HVAC, and minor structural services as deemed required for a particular project e Assist in the bidding, and construction phases by answering questions and providing clarifications on plans and RFIs Detail/Phases a Design Development The City shall issue a written ordei to proceed with the Design Development phase Submit detailed design drawings showing the general design, outline specifications, revised cost estimates, material cut sheets and material selection If alternate layouts, design, work items and materials exist, the alternatives are to be prioritized with a recommendation of the best alternative with selection rationale outlined Provide architectural design drawings which shall include all components and accessories, including system elevations (when applicable) in relation to project Prepare a list of all permits, licenses, review, and approvals as required b Contract Documents Perform the final design and the preparation of detailed contract documents in accordance with applicable City, County, State, and Federal regulations ("codes") for 7 L \ca\djm\Agreements\SGH Architects Agreement PS-1 1 doe PS1I(I24l9) all elements of work including architectural plans, custom details, phasing plans and structural and/ot engineering modifications, as needed Provide design progress reviews with the City and other authorities as required (typically at 50% and 95% completion) Provide progress prints, specifications and revised cost estimates at specified intervals fot the City s review and approval c Bidding / Construction support services The Architect is to assist the City to pre -bid and pre -award meetings, as well as a Assist in the evaluation of product or systems substitutions tt Provide answer to the RFIs and plan clarifications during bidding phase as well as during construction phase L 1ca\djm\Agreements\SGH Architects Agreement PS-1 1 doc PS 1 1 (1 2 4 19 ) EXHIBIT r?B!t FEE SCHEDULE (Hourly Rates) Principal $220 Senioi Professional $160 Professional $142 Designei $130 Construction Admin Support $128 Professional Support $120 Technical $90 Clerical $75 L 1ca\djm\Agreements\SGH Architects Agreement PS-1 1 doc PS 1 1 (1 24 19) EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation ii 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 securing from the Directoi of industrial Relations, a certificate of consent to self -insure, either as an individual employer, of as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees CHECK ONE VI I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability foi 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 of 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 mannei such that i become subject to the workers' compensation laws of California Howevei, at any time, if T 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 SGH ARCHITECTS By ich.r 1 tephens, Principal Date i' 14 i f 10 L \ca\dJm\AgrcLments\SGH Architects Agreement PS-1 1 doc