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HomeMy WebLinkAboutAgree-Miller ArchitecturalAGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the Design and Construction Management of the Redlands City Hall Facility ("Agreement") is made and entered in this l9th day of September 2023 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Miller Architectural 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: ARTICLE 1— ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide services for 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," titled "Scope of Services," which is attached hereto and incorporated herein by this 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, 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 schedule set forth in Exhibit "A," titled "Scope of Services," which is attached hereto and incorporated herein by reference. 4.2 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. 1 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx jm ARTICLE 5 — PAYMENTS TO CONSULTANT 5.1 Compensation: Total compensation for the Consultant's performance of the Services shall not exceed the amount of One Million Three Hundred Sixty -Eight Thousand Five Hundred Seventy Nine Dollars ($1,368,579). 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.O. Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org Phone: (909) 798-7531 CONSULTANT: Gary Miller, AIA, President Miller Architectural Corporation 1177 Idaho Street, Suite 200 Redlands, CA 92374 gmiller@miller-aip.com Phone: 909-335-7400 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. 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 2 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx jm 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. Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) 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. E. 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 and appointed 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. 3 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx jm 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: 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 4 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx-jrn whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 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, 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. 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 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx jm IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Aereement. CITY OF ' r i LAND . Miller By: die Tejeda, Mayor ATTEST: 4t.PAgf, e a. 4 t e Donaldson, City Clerk 6 By Gary Miller, AIP, President ation L\cmo\Agreements\Miller Architectural Corp FY22-0240.docx jm EXHIBIT "A" SCOPE OF SERVICES Scope of service includes a wide range of consultant related services from project design through construction administration. The following is a brief summary of the services Renovate 80,000 sf of all 6 floors in City's Downtown location. ■ Replacement of all mechanical rooftop equipment and roof ■ Replacement of main service panels and sub panels ■ Addition of window washing system ■ Addition of audio and visual communication system appropriate for the City's Council Chambers ■ Development of a building wide security and access system The selected firm will be required to provide a full range of consultant related services from project master plan design through construction related services. The project scope of services anticipated for the duration of the project will include but not be limited to the following items: 1. Project Management ■ Submit project development timeline in Excel or other City approved format to establish a baseline project schedule that will be monitored and updated throughout each phase of the project development. ■ Provide presentation renderings as required to relay design concepts, spatial relationships and site issues and constraints to City staff and committee members. ■ Coordinate work of design team consultants. 2. Processing and Program Implementation ■ Review programming and information provided by City. ■ Review laws and codes. ■ Notify of any inconsistencies in project information; Present master plan scenarios to the Project Design Team to determine preferred alternative. ■ Revise master plan based on City staff input and submit plans to Project Design Team for approval. 3. Design Development Process ■ Prepare Design Development documents for approval consisting of drawings including plans, sections, elevations, typical construction details, diagrammatic layouts of building systems for architectural, structural, mechanical and electrical systems. ■ Prepare outline and identifying major materials and systems. ■ Attend project -related meetings including, Project Design Team, Development Review Committee, Planning Commission and City Council meetings as required by City staff to convent the intent of the design to City staff and address any project -related issues. ■ Provide probable cost of construction estimates during the course of project development from initial design through construction document preparation. 4. Construction Document Preparation ■ Revise project development timeline based on final project approval by City Planning Commission. ■ Prepare construction documents (plans, general and special conditions and technical specifications and structural calculations) for the project. 7 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx-jm ■ Submit construction documents to City for review and revise as necessary to obtain final plan approval from the Planning Division. ■ Prepare final construction cost estimates based on proposed Bid Schedule and Additive/Deductive Bid Items. ■ Construction documents shall be prepared in City standard format per City of Redlands Standard Specifications including plan size and Title Block format. Construction plans shall be prepared in AutoCAD 2000, or comparable computer -aided software, as approved by the City. Copies of the construction documents shall be provided to the City and the City's reproduction company via electronic copy on CD at the City's request. Consultant shall provide up to six full sets of plans to the City per submittal at no additional cost to the City. ■ Technical specification shall be provided by the consultant in Microsoft Word, or in the format determined by the City. City shall provide the consultant a copy of the City's General Conditions for incorporation into the technical specifications. Draft and final technical specifications submitted to the City shall include a full copy on CD. Consultant shall provide up to six full sets of technical specifications to the City at no additional cost to the City. ■ City shall be responsible for all construction document reproduction costs required for project advertisement and bidding purposes. ■ Collaborate with City for the development and preparation of the form of agreement between City and Contractor. ■ Collaborate with City for the development and preparation of the Conditions of Construction Contract. ■ Prepare project manual. 5. Construction Management Services ■ Revise project development timeline for bidding and construction schedule. ■ Conduct pre -bid meeting, evaluate and prepare responses to Requests for Information (RFI's), prepare any required Bid Addenda, or clarifications prior to the submittal of contractor bids. ■ Review construction bid proposals and conduct review of apparent low bidder and listed subcontractors and make final recommendations to the City regarding the award of the construction contract. ■ Review construction bid proposals and make recommendations to the City regarding the award of Base Bid and Additive/Deductive Bid items. ■ Conduct pre -construction meeting, respond to contractors RFI's, Request for Clarifications and any project related issues throughout the course of construction. ■ Review and process construction submittals/shop drawings for compliance with construction documents and to meet requirements for LEED Certification. ■ Provide plan clarifications, details and consultation to the City during construction to ensure proper interpretation of the construction documents and completion of work. ■ Conduct weekly site construction meetings during the course of construction, coordinate the documentation and distribution of meeting minutes, monitor and evaluate the status of the construction schedule and respond to any construction -related issues as they arise. ■ Review, evaluation and respond to any Request for Change Orders. 6. Project Close -Out ■ Review as -built documents to ensure plan documents reflect building and site changes made during the construction process. 8 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx jm Additional Services to be Provided by Architect or Architect's Consultants 1. Structural Engineering ■ Design for seismic retrofit of the building 2. Mechanical/Electrical/Plumbing Engineering • Design for replacement of all rooftop equipment and ductwork modifications to accommodate necessary tenant improvements. • Development of an electric charging station area. • Assessment of Elevators for hydraulic and overhead traction to determine existing elevator service levels, adjustment, and performance. Provide a listing of potential short- and long- term equipment upgrades and modernization recommendations, if any. ■ Lighting design concepts for building exterior, landscape, surface parking, rear entry court, main entry plaza, interiors on every level and main elevator lobby. Prepare preliminary lighting fixture and control system specifications and cut sheets for all specified equipment. Prepare lighting fixture schedule that identifies specified manufacturer, model number, and lamp specification with wattage, color characteristics, beam distributions and preferred manufacturer for each fixture type. 3. AudioNisual • Design for council chambers and closed session, with broadcast feeds for other key officials and the public, through City broadcast system. 4. Security • Design of access controls and threat mitigation 5. Interior Design Services • Coordinate the design and selection of all building interior finishes included but not limited to casework, furniture, walls, flooring and specialty equipment. ■ Provide color boards and product samples for all specified surface finishes and equipment as required to convey the intent of the interior design and to obtain consensus from the Project Design Team. ■ Determine adaptive reuse of existing furnishings and equipment. • Review interior finishes and equipment to ensure that all products meet the project budget constraints. 6. Exterior Landscaping Services • Coordinate the design and selection of exterior landscaping and lighting improvements. • Provide color boards and product samples as required to convey the intent of the exterior design and to obtain consensus from the Project Design Team. 7. Information Technology • Design and coordination of IT system along with City personnel ■ Coordinate the project close-out documentation process including receipt and review of all contractor supplies maintenance manuals, product system warranty documents and as - built construction drawings. 9 I:\cmo\Agreements\Miller Architectural Corp FY22-0240.docx jm EXHIBIT "B" FEE SCHEDULE Project Management $127,202 Processing and Implementation $38,500 Design Development $138,692 Construction Documents $136,769 Construction Management $106,753 Close -Out $6,000 Structural Engineering $162,700 Mechanical/Electrical/Plumbing Engineering $332,345 Audio / Visual $13,500 Security $4,175 Interior Design Services $36,000 Exterior Landscaping Improvements $14,000 Information Technology $50,000 Cost Estimating / Value Engineering $45,825 Elevator Assessment $6,800 Lighting Design $72,418 Accessible Assessment $4,500 Fire, Life Safety $23,800 Geotechnical $48,600 10 I:\emo\Agreements\Miller Architectural Corp FY22-0240.docx jm 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 snore insurers dilly 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 satisfaetory 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 V--71 arn 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 become subject to the workers' compensation laws ofCalifornia, immediately I shall provide the City with a certificate of consent to seif-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* ar AIP, President 11 Date: T:\cino\Agreom�nts\Mili�r Architectural Corp FY22-0240.docklho