HomeMy WebLinkAboutAgree-Tilden Coil ContractorsAGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for Master Construction Management Services ("Agreement") is made and
entered in this 5th day of September 2023 ("Effective Date"), by and between the City of Redlands,
a municipal corporation ("City") and Tilden -Coil Constructors, Inc., 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:
ARTICLE 1 -- ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide and perform services in connection with the
preconstruction, bidding, and construction management of the projects in connection with
the Redlands Police Department Safety Hall Facility Project as assigned from time -to -time
by the City to the Consultant under this Agreement (the "Services. The specific terms and
conditions for each task assigned to Consultant as an assigned project ("Assigned Project")
will be as set forth in the Task Order Form set forth in the form attached hereto as Exhibit
"B", which is attached hereto and incorporated herein by this reference.
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 Construction Management (CM) Services that Consultant shall perform are more
particularly described in Exhibit "A," titled "Scope of Services," which is attached hereto
and incorporated herein by this reference and as assigned by City in the Task Order Form
for the Assigned Project.
2.2 Standard of Performance. Consultant shall at all times faithfully and competently perform
the Services in accordance in a manner satisfactory to the City and consistent with the skill
and standard of care generally exercised by like professionals under similar circumstances.
2.3 Time of Performance. Consultant shall commence the Services upon receipt of a written
notice to proceed from City and shall perform all Services in conformance with the timeline
set forth in the Task Order Form for the Assigned Project or as otherwise established by
the Parties in writing.
2.4 Personnel. Consultant has, or shall secure at its own expense, all personnel required to
perform the Services required under this Agreement. All of the Services shall be performed
by Consultant or under its supervisions, and all personnel engaged in the work shall be
qualified to perform such Services.
2.5 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.
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2,6 Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all
necessary licenses, permits and certificates required by law for the performance of the
Services under this Agreement, including a business license.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Chris Boatman, Assistant City Manager, 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 in
accordance with the timelines set forth in the Task Order Form for the Assigned Project or
as otherwise established by the Parties in writing.
4,2 The Term of this Agreement shall commence on September 6, 2023, and shall terminate
sixty (60) months thereafter on September 6, 2028. Notwithstanding expiration of the
Term, if at such time, there are remaining Services or Additional Services authorized by
City in advance pursuant to Section 5.3 to be performed by the Consultant in connection
with an Assigned Project pursuant to a Task Order Form issued prior to expiration of this
Agreement, the Consultant shall continue to diligentlyperform and complete all such
remaining Services or authorized Additional Services for the Assigned Project subject to
such a Task Order Form; notwithstanding expiration of this Agreement, the City will
continue to make payment for the Services and authorized Additional Services performed
in connection with an Assigned Project after expiration of this Agreement in accordance
with the terms of the Task Order Form for such an Assigned Project.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
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 Compensation: Total compensation for Consultant's performance of the Services shall be
in an amount not to exceed Three Million Dollars ($3,000,000) without written
authorization by the City. City shall pay Consultant in accordance with Exhibit "C," titled
"Fee Schedule and Hourly Rates" which is attached hereto .and incorporated herein by this
reference. The compensation due the Consultant for Services for each Assigned Project
shall be as set forth in the Task Order Form for each Assigned Project. Payment of the Task
Order Contract Price for an Assigned Project will be made by the City in accordance with
the terms hereof, The Contract Price includes the fee of the Consultant, and personnel
expenses of the Consultant and sub -consultants, inclusive of all benefits and burdens, travel
for personnel of the Consultant and sub -consultants to and from the Site, travel within the
Counties of Los Angeles, Orange, Riverside and San Bernardino, insurance and other
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overhead costs associated with or arising out of performance and completion of Services
for an Assigned Project. The Contract Price due the Consultant for an Assigned Project
shall be established by mutual agreement of the Consultant and the City, and shall be
determined using the following:
1. Consultant Fee. Consultant Fee shall be calculated for each Task Order Form based on
the anticipated sum of prime contracts for the Assigned Project at the rates identified
in Exhibit C.
2. Preconstruction Labor. A not to exceed budget based upon Consultant's rates listed in
Exhibit C shall be included, if applicable, in the Task Order Form for each Assigned
Project.
3. General Conditions — A not to exceed budget base upon Consultant's rates listed in
Exhibit C and agreed upon reimbursable expenses to support the Assigned Project shall
be included in the Task Order Form for each Assigned Project.
5.2 Expenses. City shall reimburse Consultant for those expenses expressly set forth in the
Task Order Form for each Assigned Project. Any expenses incurred by Consultant which
are not expressly authorized by this Agreement or the Task Order Form will not be
reimbursed by City.
5.3 Additional Services. City shall not allow any claims for Additional Services performed by
Consultant, unless the City Council or City Representative, as applicable, and the
Consultant Representative authorize the Additional Services in writing prior to
Consultant's performance of the Additional Services or incurrence of additional expenses.
Any Additional Services or expenses authorized by the City Council or City Representative
shall be compensated at the rates set forth in Exhibit C, or, if not specified, at a rate
mutually agreed to by the Parties. City shall make payment for Additional Services and
expenses in accordance with Section 5 of this Agreement.
5.4 Invoices. The Consultant will submit monthly billings for payment of the Contract Price
due under. each Task Order Form for an Assigned Project in accordance with the following:
Consultant Fee: Upon commencement of the Construction Phase of the Assigned Project,
the CM may invoice the City for twenty five percent (25%) of its Services Fee. The CM
shall thereafter invoice the balance of the Services Fee in monthly increments based upon
the percent complete of the Assigned Project
Preconstruction and General Conditions: The Consultant's billings shall: (i) identify each
member of the Consultant's personnel who performed any Services or authorized
Additional Services in the preceding month; (ii) a detailed description of the services, tasks
or other activities for each time entry; (iii) time entries shall be in increments of no more
than one-half hour; all reimbursable costs identified in the Task Order Form shall be
supported by an invoice, receipt or acceptable documentation. If the compensation due the
Consultant under a Task Order Form for an Assigned Project is a lump sum fixed price,
the Consultant's monthly billings shall be for the portion of the lump sum, fixed price due
for the immediately preceding month, as set forth in the Task Order Form for the Assigned
Project. If requested by the City, the Consultant shall provide reasonably satisfactory
substantiating data for payment requested by the Consultant.
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5.5 Payment, City shall pay all undisputed invoice amounts within 30 business days after
receipt. City does not pay interest on past due amounts. City shall not withhold federal
payroll, state payroll or other taxes, or other similar deductions, from payments made to
Consultant.
5.6 Audit of Records. Consultant shall make all records, invoices, timecards, cost control
sheets and other records maintained by Consultant in connection with this Agreement
available during Consultant's regular working hours to City for review and audit by City.
ARTICLE 6 — NOTICES
6.1 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.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONSULTANT:
Dayne Brassard, President & CEO
Tilden -Coil Constructors, Inc.
3612 Mission Inn Ave.
Riverside, CA 92501
Email: dbrassard@tilden-coil.com
tilden-coil.com
Phone: 951-684-5901
ARTICLE 7 — INSURANCE AND INDEMNIFICATION
7.1 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.
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 "E,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
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B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($2,000,000) per occurrence and Two Million
Dollars ($4,000,000) 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. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of Two Million Dollars ($2,000,000) per claim
made.
D. 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.
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. This provision 7.1 shall survive termination or expiration of this
Agreement.
7.2 Indemnity for Professional Services. To the fullest extent permitted by law, Consultant
shall, at its sole cost and expense, indemnify, defend and hold harmless the City and its
elected officials, officers, attorneys, agents, employees, designated volunteers, successors,
assigns and those City agents serving as independent consultants in the role of City officials
("Indemnitees") from and against any and all claims, losses, liabilities, damages, costs and
expenses, including attorney's fees and costs, to the extent they arise out of, are claimed to
arise out of, pertain to, or relate, in whole or in part, to the negligence, recklessness, or
willful misconduct of the Consultant, its officers, agents, servants, employees,
subcontractors, material men, consultants or their officers, agents, servants or employees
(or any entity or individual that Consultant shall bear the legal liability thereof) in the
performance of this Agreement. Consultant's duty to defend shall consist of
reimbursement of defense costs incurred by Indemnitees in direct proportion to the
Consultant's proportionate percentage of fault. Consultant's percentage of fault shall be
determined, as applicable, by a court of law, juryor arbitrator. In the event any loss, liability
or damage is incurred by way of settlement or resolution without a court, jury or arbitrator
having made a determination of the Consultant's percentage of fault, the parties agree to
mediation with a third party neutral to determine the Consultant's proportionate percentage
of fault for purposes of determining the amount of indemnity and defense .cost
reimbursement owed to the Indemnitees. Notwithstanding, the provisions of this section
pertaining to the duty and cost to defend shall not apply where a project -specific general
liability policy insures all project participants for general liability exposures on a primary
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basis and also covers all design professionals for their legal liability arising out of their
professional services on a primary basis. This provision 7.2 shall survive termination or
expiration of this Agreement.
7.3 Other Indemnities. Other than in the performance of professional services, and to the
fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, hold
harmless and indemnify the Indemnitees from and against any and all damages, costs,
expenses, liabilities, claims, demands, causes of action and losses of any nature
whatsoever, including fees of accountants, attorneys, or other professionals and all costs
associated therewith and the payment of all consequential damages and whether for
personal or bodily injury and/or death, property damage, or economic injury (collectively
"Claims"), in law or equity, whether actual, alleged or threatened, which arise out of, are
claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant, its
officers, agents, servants, employees, subcontractors, materialmen, Consultants or their
officers, agents, servants or employees (or any entity or individual that Consultant shall
bear the legal liability thereof) in the performance of this Agreement, including the
Indemnitees' active or passive negligence, except for Claims arising from the sole
negligence or willful misconduct of the Indemnitees, as determined by final arbitration or
court decision or by the agreement of the Parties. Consultant shall defend the Indemnitees
in any action or actions filed in connection with any Claim with counsel of the Indemnitees'
choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs
actually incurred in connection with such defense. Consultant shall reimburse the
Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in
connection therewith. This provision 7.3 shall survive termination or expiration of this
Agreement.
7.4 Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements
with provisions identical to those in this Section 7 from each and every subcontractor or.
any other person or entity involved by, for, with or on behalf of Consultant in the
performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant
shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from.
and against any and all Claims in law or equity, whether actual, alleged or threatened,
which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions
of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors,
materialmen, Consultants or their officers, agents, servants or employees (or any entity or
individual that Consultant's subcontractor shall bear the legal liability thereof) in the
performance of this Agreement, including the Indemnitees' active or passive negligence,
except for Claims arising from the sole negligence or willful misconduct of the
Indemnitees, as determined by final arbitration or court decision or by the agreement of the
Parties. This provision 7.4 shall survive termination or expiration of this Agreement.
ARTICLE 8 — CONFLICTS OF INTEREST
8.1 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
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in the performance of its duties hereunder,
any Services under this Agreement.
8.2 Consultant agrees it is not a designated
Reform Act because Consultant:
A.
no person having any such interest shall perform
employee within the meaning of the Political
Does not make a governmental decision whether to:
approve a rate, rule or regulation, or adopt or enforce a City law;
issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
authorize City to enter into, modify or renew a contract;
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;
grant City approval to a plan, design, report, study or similar item;
adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
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.
8.3 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.
8.4 Independent Contractor.
A. Consultant is and shall at all times remain as to City a wholly independent
contractor. Personnel performing the Services on behalf of Consultant shall at all
times be under Consultant's exclusive direction and control. Neither the City, nor
any of its officers, employees, or agents shall have control over the conduct of
Consultant, or its officers, employees, or agents, except as set forth in this
Agreement. Consultant shall not at any time or in any manner represent that it or
any of its officers, employees, or agents are in any manner officers, employees, or
agents of the City. Consultant shall have no power to incur any debt, obligation, or
liability on behalf of City or bind the City in any manner.
B. Consultant expressly acknowledges and agrees that City has no obligation to pay
or withhold state or federal taxes or to provide workers' compensation or
unemployment insurance or other employee benefits and that any person employed
by Consultant shall not be in any way an employee of the City. Consultant shall
have the sole legal responsibility to remit all federal and state income and social
security taxes and to provide for his/her own workers compensation and
unemployment insurance and that of his/her employees or subcontractors. City
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shall not be liable for compensation or indemnification to Consultant for injury or
sickness arising out of performing services hereunder.
8.5 Responsible Principal(s). Consultant's responsible principal Bryant Ismerio, Project
Executive, shall be principally responsible for Consultant's obligations under this
Agreement and shall serve as principal liaison between City and Consultant. Designation
of another Responsible Principal by Consultant shall not be made without prior written
consent of City. City's Responsible Principal shall be Chris Boatman, Assistant City
Manager, who shall administer the terms of the Agreement on behalf of City.
Consultant's management and supervision personnel assigned to an Assigned Project shall
be identified within the Task Order Form of the Assigned Project.
Consultant shall not substitute any of the above -named individuals without the express
written consent of the City.
ARTICLE 9 — GENERAL CONSIDERATIONS
9.1 Mutual Cooperation.
A. City's Cooperation. City shall provide Consultant with all pertinent Data,
documents and other requested information as is reasonably available for
Consultant's proper performance of the Services required under this Agreement.
B. Consultant's Cooperation. In the event any claim or action is brought against City
relating to Consultant's performance of Services rendered under this Agreement,
Consultant shall render any reasonable assistance that City requires.
9.2 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.
9.3 .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.
9.4 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 unperforrned 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,
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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.
9.5 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.
9.6 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.
9.7 Final Payment Acceptance Constitutes Release, The acceptance by Consultant of the final
payment made under this Agreement shall operate as and be a release of City from all
claims and liabilities for compensation to Consultant for anything done, furnished or
relating to Consultant's work or services. Acceptance of payment shall be any negotiation
of City's check or the failure tomake a written extra compensation claim within ten
calendar days of the receipt of that check. However, approval or payment by City shall not
constitute, nor be deemed, a release of the responsibility and liability of Consultant, its
employees, subcontractors and agents of its indemnification obligations under Section 7 or
for the accuracy and competency of the information provided and/or work performed; nor
shall such approval or payment be deemed to be an assumption of such responsibility or
liability by City for any defect or error in the work prepared by Consultant, its employees,
subcontractors and agents.
9.8 Corrections. In addition to the above indemnification obligations, Consultant shall correct,
at its expense, all errors in the work which may be disclosed during City's review of
Consultant's reports or plans, or other submittals. Should Consultant fail to make such
correction in a reasonably timely manner, such correction may be made by City, and the
cost thereof shall be charged to Consultant. In addition to all other available remedies, City
may deduct the cost of such correction from any retention amount held by City or may
withhold payment otherwise owed Consultant under this Agreement up to the amount of
the cost of correction,
9.9 Non -Appropriation of Funds. Payments to be made to Consultant by City for services
performed within the current fiscal year are within the current fiscal budget and within an
available, unexhausted fund. In the event that City does not appropriate sufficient funds for
payment of Consultant's services beyond the current fiscal year, the Agreement shall cover
payment for Consultant's services only to the conclusion of the last fiscal year in which
City appropriates sufficient funds and shall automatically terminate at the conclusion of
such fiscal year.
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9.10 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
9.11 Rules of Construction. Each Party had the opportunity to independently review this
Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as
a whole, and in accordance with its fair meaning; it will not be interpreted strictly for or
against either Party.
9.12 Non -Discrimination and Equal Employment Opportunity. In the performance of this
Agreement, Consultant shall not discriminate against any employee, subcontractor or
applicant for employment because of race, color, religious creed, sex, gender, gender
identity, gender expression, marital status, national origin, ancestry, age, physical
disability, mental disability, medical condition, genetic information, sexual orientation or
other basis prohibited by law. Consultant will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated during
employment, without regard to their race, color, religious creed, sex, gender, gender
identity, gender expression, marital status, national origin, ancestry, age, _physical
disability, mental disability, medical condition, genetic information or sexual orientation.
9.13 Undue Influence. Consultant declares and warrants that no undue influence or pressure is
used against or in concert with any officer or employee of the City in connection with the
award, terms or implementation of this Agreement, including any method of coercion,
confidential financial arrangement, or financial inducement. Consultant declares and
warrants that no officer or employee of the City will receive compensation, directly or
indirectly, from Consultant, or from any officer, employee or agent of Consultant, in
connection with the award of this Agreement or any work to be conducted as a result of
this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
9.14 Prevailing Wage and Payroll Records. If this Agreement calls for services that, in whole
or in part, constitute "public works" as defined in the California Labor Code, then
Consultant shall comply with the provisions of Exhibit E titled, "Terms for Compliance
with California Labor Law Requirements," which is attached hereto and incorporated
herein by this reference. Consultant shall indemnify, defend and hold harmless City, and
City's elected officials, officers, attorneys, agents, employees, designated volunteers,
successors, assigns and those City agents serving as independent consultants for any
alleged failure to comply with California Labor Law requirements.
9.15 Corporate Authority. Each person executing this Agreement on behalf of his or her Party
warrants that he or she is duly authorized to execute this Agreement on behalf of that Party
and that by such execution, that Party is formally bound to the provisions of this
Agreement.
9.16 Statement of Experience. By executing this Agreement, Consultant represents that it has
demonstrated trustworthiness and possesses the quality, fitness and capacity to perform the
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Agreement in a manner satisfactory to City. Consultant represents that its financial
resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience
in dealing with public agencies all suggest that Consultant is capable of peifonning the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and
to satisfy a public City. The Parties, through their duly authorized representatives are
signing this Agreement on the date stated in the introductory clause.
9.17 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.
IN WITNESS WHEREOF, the parties have executed this Agreement, to be effective as of
September 5,
CITY OF t ' DLAND- TILDEN-COIL CO STRUCTORS, INC.
By. % s By:
Eddie Tejeda, Mayor
ATTEST:
nne Donaldson, City Clerk
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Da Brassard, President & CEO
EXHIBIT "A"
SCOPE OF SERVICES
Preconstruction Phase
a. Value Engineering and Constructability. Provide plan review and constructability
services with an emphasis on ensuring that the project can be completed within the
established schedule and within the available budget. Provide a detailed analysis of all
major project systems with an emphasis on possible value engineering items. Provide clash
detection review using the Building Information Model provided by the Architect.
b. Detailed Construction CPM Schedule. Produce detailed construction CPM schedule to
be incorporated into the project documents including identification of the project critical
path.
c. Preliminary and Detailed Estimates. Provide a preliminary construction estimate using
like kind construction costs. Upon receipt of plans and specifications, provide a detailed
construction estimate showing the values of all major components of the project.
d. Bidding Strategies. Consult with the Architect and City staff regarding bidding strategies
with an emphasis upon timing, development of alternates, and bid package scoping.
e. Project Accounting and Management Systems. In concert with City staff, develop the
project accounting and budget management systems.
f. 'General Conditions Document Preparation. The Construction Manger shall ensure that
the General Conditions are suitable for the Construction Management Multi -Prime delivery
system.
g•
Project Scoping. Multiple Prime Construction Management requires that the project be
divided into logical categories of work.
h. Bidder Interest. Generate and encourage bidder interest in the project and provide
assistance with such issues as bonding, insurance, and prevailing wage compliance.
1. Advertisements. Assist City staff with the placement of both the project legal
advertisements and any other pre -bid advertisements.
j•
Pre -bid Conferences. In cooperation with City staff conduct pre -bid and site visit
meetings with potential bidders.
k. Responses to Bidder Inquiries. Provide coordination of and, when possible, responses to
bidder inquiries.
1. Plan and Addenda Distribution. Distribute all plan sets, bid packages, and addenda
electronically.
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m. Bid Evaluation and Review. Review and evaluate all bids for responsiveness and certify
the construction bid results.
n. Contract Documents. Prepare contract packages for City review. Distribute and monitor
completion of these contract packages.
o. NOA's and NTP's. Issue Notices of Award (NOA) and Notices to Proceed (NTP) on
behalf of the City.
Construction Phase
a. CPNNI Schedule Maintenance. Maintain a detailed and date specific CPM schedule.
Continue to update the CPM construction schedule and distribute to the appropriate parties.
b. Budget Control and Maintenance. Prepare cumulative project budget reports updated
regularly with the latest construction cost and soft cost data.
c. Storm. Water Pollution Plan. Ensure that Storm Water Pollution Prevention Plan is
initiated and maintained.
d. Schedule of Values. Review and reconcile each contractor's schedule of values for each
of the activities included in the construction schedule. Incorporate this report into the
project standard billing package and use as the basis for all future progress payments during
the construction phase.
. Monthly Billing Procedures, Generate a standard billing process and confirm billing
information from the contractors. Review and obtain Inspector and Architect approvals.
Forward monthly contractor billing packages to the City.
f. Safety Programs. To the extent required by OSHA or any other public agency, obtain each
Contractor's safety programs and monitor their implementation along with any necessary
safety meetings. Construction Manager's responsibilities for monitoring of safety
programs shall not extend to direct control over or charge of the acts or omissions of the
Contractors,
g.
Conduct Pre -Construction Conference. Conduct pre -construction conference for the
benefit of the successful contractors. Provide information with regard to reporting
procedures and site rules and regulations prior to the start of construction.
h. Project Record Documents. Coordinate and expedite all activities in connection with the
contractors' obligation to provide "as -built" documents. Ensure that all as-builts are
incorporated into a single set of Project Record Documents.
i. Document Control. Establish and implement procedures for submittals, change orders,
and requests for information. Maintain logs, files, and other necessary documentation.
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J.
Building Information Modeling, Conduct trade coordination meetings with the
contractors within the Building Information Model, including incorporation of shop
drawings within the model.
k. Shop Drawings & Submittals. Review and monitor the status of shop drawings and
related correspondence.
1. Administration of the Construction Contracts. Management and Supervision:
Manage, supervise and coordinate all construction activities in accordance with the
Construction Documents and project schedule. Provide full-time onsite management of the
project as necessary. Ensure that City requirements regarding certified payrolls and
subcontractor and material supplier releases are carried out.
m. Change Order Review. Establish and implement a change order processing system that
provides review of scope, price, and added contract time.
n. Contractor Claims. Evaluate and mitigate all claims for additional cost or time due to any
alleged cause.
o. Project Meetings. Coordinate and attend weekly job -site progress meetings with the City,
Architect, Inspector, and Prime Contractors if and when needed.
p. Insurance Certificates. Monitor Prime Contractor insurance certificates for coverages,
endorsements, limits, and expiration dates,
q. Relocation. Coordinate the arrival and installation of any City furnished materials and
FF&E. Provide coordination schedules for user relocation if needed.
r. User Training. Schedule and document all City training sessions. Arrange for
supplementary information where needed. Arrange for manufacturers to conduct training
for maintenance and operations staff.
s. Punch lists. Develop punch list of defective work. Create a punch list schedule for
completion. Verify completion of punch list items.
t. Submit As-Builts. Review contractual requirements for As -Built Documents and
submission procedures.
u. Project Closeout and Warranties. Create Operation and Maintenance Manuals, Compile
all contractor turn -over items and deliver to the City. Process and coordinate all post
construction project warranty and guarantee claims.
v. Final Lean Releases. Verify requirements in the Construction Documents.
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EXHIBIT G°B"
TASK ORDER FORM
TASK ORDER FORM #
This Task Order Form is executed between City of Redlands ("City") and Tilden -Coil
Constructors, Inc. ("Consultant") pursuant to the Professional Services Agreement for Master
Construction Management Services ("Agreement") between the Consultant and the City dated
. By this reference, the Agreement is incorporated herein as if set forth in full.
1. Assigned Project
a) [Name]
2. Construction Management (CM) Project Personnel. The following personnel of the
Consultant are assigned to completion of tasks and services for the foregoing described
Assigned Project. Consultant personnel designated for the Assigned Project shall not be
modified without the prior consent of the City.
[List of assigned personnel]
3. Basic Services. The Consultant will provide all of the Basic Services set forth in the
Agreement, as modified below for the above -described Assigned Project
[List any modifications to Basic Service Listed in Exhibit A of the Agreement]
4. Compensation:
a) Contract Price.
The Contract Price under this Task Order Form consists of Three components:
CM Fee: The fee of the CM for theBasic Services for the Assigned Project
shall be 25% of the final Construction Costs which is currently estimated to
be.$3,000,000
ii. Preconstruction: Preconstruction shall be reimbursed at billable rates and
actual material costs. The not to exceed budget for the preconstruction
services is $,_ . The Preconstruction budget is based upon the timelines
identified in Attachment No.1 to this Task Order Form.
iii. General Conditions: Consultant shall provide the General Conditions for
the Project. General Conditions of the Project are defined as costs associated
with project start-up, managing and supervising contractors and related
support activities which must be in place to support the execution of the
Project. These support activities include but are not limited to construction
supervision, management, CPM construction scheduling, building
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Dated:
information modeling, safety measures, final clean up, recycling, temporary
facilities and fencing, dust control, temporary utilities, surveying, weather
protection, QSP reporting and other costs identified Attachment No,2 to this
Task Order .Form.
General Conditions shall be reimbursed at billable rates and actual
material costs. The estimated General Conditions budget for the Project is
. The General Conditions estimate is based upon the timelines
identified Attachment No.1 to this Task Order Form. The schedule of
values for General Conditions is attached hereto as Attachment No. 2.
[CITY] [CONSULTANT]
By:
By:
Title:
Title:
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EXHIBIT "C"
FEE SCHEDULE & HOURLY RATES
CM Fee
The Construction Management fee will ba based upon the. size of the construction project assigned to Tilden -Coll based upon the table
below. The Construction Management fee shall be multiplied by the final surn of prime contracts (construction costs) for the assigned
project.
Construction Costs
Projects greater than $60,000,000
Projects between $13/3,000,000 and $60,000,003
Projects between $15,000,001 and $30,000,000
Projects between $5,400,001and $15,000,000
Projects Jess than $5,000,000
CM Fee
3,85%
4.00%
4.50%
5. 00%
5.75.%
CM Labor and General
Conditions
hcurly rates shall be utilized to develop a
project specific preconstruction services budget and
general conditions budget during construction. Rates
attached Include escalation through 2024 and shall
be subject to adjustment annually in alignment with
the consumer price Index for the area should the final
schedule go beyond 2024 based upon City phasing
requirements.
A general conditions budget will be established with the
City and any temporary services the City wishes Tilden -
Call to provide within the general conditions (e.g, temp
fencing, toilets ,etk) shall be provided without markup
on a reimbursable basis.
Position
Project Executive
Production Director
Safety Officer
Sr, Project Manager
Sr. Superintendent
Project Manager
Assistant Project Manager
Superintendent
ANo/Assistant Superintendent
•
Sr. Project Engineer
Project Engineer
Scheduler
BIM Manager
BIM Specialist
BIM Technician
Survey
Preconstruction Manager
Estimator
Preconstructlon Coordinator
LaborCompliance Coordinator
Accountant
Sr. Project Administrator
Project Administrator
Project Engineer intern
Field Labor
Hourly Rate
$170
$170
$126
$146
$142
$126
$117
$126
$115
$144
$159
$137
$123
$137
$124
$113
$98
$96
$58
$65
598
$72
$64
$39
$94
EXHIBIT "D"
TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS
1. This Agreement calls for services that, in whole or in part, constitute "public works" as
defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor
Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a)
Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations
(`"DIR") implementing such statutes. Therefore, as to those Services that are "public works",
Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a)
and 1(b) as though set forth in full herein.
2. California law requires the inclusion of specific Labor Code provisions in certain contracts.
The inclusion of such specific provisions below, whether or not required by California law, does
not alter the meaning or scope of Section 1 above.
3. Consultant shall be registered with the Department of Industrial Relations in accordance
with California Labor Code Section 1725.5, and has provided proof of registration to City prior to
the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor
that is not registered with DIR pursuant to Section 1725,5. Consultant and subcontractors shall
maintain their registration with the DIR in effect throughout the duration of this Agreement. If the
Consultant or any subcontractor ceases to be registered with DIR at any time during the duration
of the project, Consultant shall immediately notify City.
4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance
monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR
regulations.
5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for
each craft, classification, or type of worker needed to perform the Agreement are on file at City
Hall and will be made available to any interested party on request. Consultant acknowledges
receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and
Consultant shall post such rates at each job site covered by this Agreement.
6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774
and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for
failure to pay prevailing wages. The Consultant shall, as apenalty to City, forfeit $200.00 for each
calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined
by the DIR for the work or craft in which the worker is employed for any public work done
pursuant to this Agreement by Consultant or by any subcontractor,
7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776,
which requires Consultant and each subcontractor to: keep accurate payroll records and verify such
records in writing under penalty of perjury, as specified in Section 1776; certify and make such.
payroll records available for inspection as provided by Section 1776; and inform City of the
location of the records.
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8, Consultant shall comply with and be bound by the provisions of Labor Code Sections
1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq.
concerning the employment of apprentices on public works projects. Consultant shall be
responsible for compliance with these aforementioned Sections for all apprenticeable occupations.
Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the
information submitted to any applicable apprenticeship program. Within 60 days after concluding
work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a
verified statement of the journeyman and apprentice hours performed under this Agreement.
9, The Consultant shall not perform Work with any Subcontractor that has been debarred or
suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law
providing for the debarment of contractors from public works. The Consultant and subcontractors
shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code
Section 1777,1 or any other federal or state law providing for the debarment of contractors from
public works, If the Consultant or any subcontractor becomes debarred or suspended during the
duration of the project, the Consultant shall immediately notify City.
10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant
shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and
be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who
work excess hours. The Consultant shall, as a penalty to City, forfeit $25.00 for each worker
employed in the performance of this Agreement by the Consultant or by any subcontractor for
each calendar day during which such worker is required or permitted to work more than eight
hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions
of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section
1815, work perforrnecl by employees of Consultant in excess of eight hours per day, and 40 hours
during any one week shall be permitted upon public work upon compensation for all hours worked
in excess of eight hours per day at not less than one and one-half times the basic rate of pay.
11, California Labor Cocle Sections 1860 and 3700 provide that every employer will be
required to secure the payment of compensation to its employees, In accordance with the
provisions of California Labor Code Section 1861, Consultant hereby certifies as follows:
"I am aware of the provisions of Section 3700 of the Labor Code which require 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 ofthe work of this contract."
12. For every subcontractor who will perform work on the project, Consultant shall be
responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860
-and 3700, and Consultant shall include in the written contract between it and each subcontractor a
copy of those statutory provisions and a requirement that each subcontractor shall comply with
those statutory provisions. Consultant shall be required to take all actions necessary to enforce
such contractual provisions and ensure subcontractor's compliance, including without limitation,
conducting a periodic review of the certified payroll records of the subcontractor and upon
becoming aware of the failure of the subcontractor to pay his or her workers the specified
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prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any
failure.
13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and
defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials,
officers, employees, agents and independent contractors serving in the role of City officials, and
volunteers from and against any demand or claim for damages, compensation, fines, penalties or
other amounts arising out of or incidental to any acts or omissions listed above by any person or
entity (including Consultant, its subcontractors, and each of their officials, officers, employees and
agents) in connection with any work undertaken or in connection with the Agreement, including
without limitation the payment of all consequential damages, attorneys' fees, and other related
costs and expenses. All duties of Consultant under this Section shall survive the termination of
the Agreement.
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 securing 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 Industrial Relations of ability to self -insure and to pay any compensation that
ay become due to his or her employees.
CHECK
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.
TILDEN, 9IL CON RS INC.
By: Date: T/1 3
Da; ne : rassard, President & CEO
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