HomeMy WebLinkAboutContracts & Agreements_124-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Joint Utilities Laboratory Building Renovation &
Expansion Final Engineering Design Services ("Agreement") is made and entered in this 18th day
of June, 2024 ("Effective Date"), by and between the City of Redlands, a municipal corporation
("City") and CDM Smith Inc., a Massachusetts 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 Joint Utilities Laboratory Building Renovation
& Expansion Final Engineering Design 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 John R. Harris, 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 in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 Consultant shall complete the Services by June 30, 2025, unless the Services are terminated
earlier as provided for herein.
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
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Council -adopted policy for the salve. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services shall not exceed the
amount of Seven Hundred Forty -Five Thousand Three Hundred Seventy -Five Dollars
($745,375). City shall pay Consultant on a time and materials basis up to the not to exceed
amount in accordance with Exhibit "C," titled "Fee Proposal," 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:
Alberto Acevedo, Vice President
CDM Smith Inc.
46 Discovery, Suite 250
Irvine, CA 92618
Email: acevedoa@cdmsmith.com
Phone: (949) 930-7252
Fax: (949) 515-9160
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.
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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 "D,"
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.
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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
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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 hatters
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.
[Signatures on following page]
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IN WITNESS WHEREOF, duly authorized representatives •f City and Consultant have
signed in confirmation of this Agreement.
CITY OF
By:
ddie Tejeda, Mayor
ATTEST:
e Donaldson, City Clerk
6
CDM SM
By:
Albe
ice President
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant will provide design services in accordance with applicable codes and standards for the
laboratory facility. The requested services include the following tasks:
Review of the Preliminary Design Review ("PDR") and 30% drawings, which include
architectural, building mechanical, fire protection, and electrical aspects. This deliverable
will be based on information gathered from the PDR.
Provide 60%, 90%, and 100% Bid Set design documents for each discipline, including
specifications. Structural drawings and specifications will be included at these stages.
Revise the Opinion of Probable Construction Cost ("OPCC") at the 60%, 90%, and 100%
design stages.
Task 1.0: Project Management, Coordination, Tracking, and Reporting
Brian Leto, Consultant's project manager, will be the primary point of contact for City and will
lead management activities, including invoicing. Project management functions to be completed
over the period of performance are listed below:
Set up the project; track costs, personnel oversight, and status; manage records and files;
and maintain the budget.
Prepare monthly invoices and progress reports summarizing work completed, upcoming
deliverables, and any issues requiring decisions or actions.
Make sure that quality procedures are conducted in accordance with Quality Control Plan.
Support teams with the proper tools to plan, budget, and schedule project.
Maintain clear channels of communication between City stakeholders and the CDM
Smith design team.
Maintain direct lines of responsibility for work components.
Keep project costs within established the budget.
Minimize risk by following quality control procedures for all technical tasks.
Consultant design focuses on identifying potential construction challenges early and
proactively incorporating solutions
Identify long lead items
Task 2.0 Meetings and Site Visits
The following meetings and site visits are anticipated:
Conduct internal monthly team coordination meetings and project quality management
(PQM) meeting at project initiation.
Conduct Technical Review Colnmittee (TRC) meetings at the 30% and 60% design
stages with the engineering disciplines.
Prepare for and conduct a Virtual Kickoff Meeting with the City and prepare the meeting
minutes.
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Workshops will be coordinated, prepared, and executed by Tim King, Richard Chong,
and Valeria Norato.
• Richard Chong is skilled at facilitating workshops with stakeholders with differing
needs/points of view, project team architects and engineers, as well as interested
parties.
• Tim King provides laboratory design and alternative solutions to meet the City's needs.
• Valeria Norato runs visual presentations and makes real-time changes to drawings
based on stakeholder input.
Task 3.0 Review of CDMS PDR and Identify Modifications
Consultant will review existing PDR.
Identify gaps and/or suggested modifications.
Summarize Recommendations and or modifications to the existing PDR.
Task 4.0 Design Services
Consultant will provide the following services for each design discipline:
30% Design Review
For the 30% Design Review, Consultant will review and supplement the previously developed 30%
design as noted below.
Review the PDR and identify modifications
Verify building dimensions. This will be used to form the basis for an as -built BIM model
to include subsequent renovations to the building since inception.
Coordinate utility potholing and verification.
Conduct a detailed inventory of existing and future lab equipment including all lab
infrastructure requirements (piping for gases, exhaust, and safe disposal of lab waste).
Incorporate additional issues and solutions, e.g., solar panels
Develop Table of Contents for the Specifications
60% Design Plans, Specifications, and Construction Cost Opinion
For the 60% design, Consultant will provide the following deliverables and conduct the specified
meetings.
All technical specifications included in this submittal.
On -site Stakeholder Workshop
90% Design Plans, Specifications, and Construction Cost Opinion
For the 90% design, Consultant will provide the following services and meetings.
Coordinate technical specifications with front documents.
Conduct a workshop with the City staff to finalize front-end sections and coordinate the
drawings and specifications with the other bidding documents.
Conduct an on -site stakeholder workshop.
100% Design Plans, Specifications, and Construction Cost Opinion
For the 100% design, Consultant will provide the following deliverables and services.
Technical specifications with front documents
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Final Construction Documents
Construction cost estimate
Building, contractor supplied equipment, vendor supplied equipment.
Identification of long lead items that may affect construction
Office cubicles (no future cubicles just infrastructure)
Detailed lab equipment fume hoods, etc.
Consultant will not include portable furniture.
Opinion of Probable Construction Cost
Consultant will generate an Opinion of Probable Construction Cost ("OPCC") for the contractor's
scope of work outlined in the drawings and specifications. The OPCC will be provided at the 90%
and 100% design deliverables stages. Consultant will provide the OPCC for each conceptual phase
of construction to the midpoint of construction. It will adhere to the Association for the
Advancement of Cost Engineering (AACE) Class 1 standards (-10% to +15%) for both stages.
Deliverables
Consultant will provide the following deliverables:
Kickoff and progress meeting minutes
- PDR drawings validation to 30% level
Architectural — Demolition and new work plans, reflected ceiling plan and new lab
casework layouts and equipment list.
Mechanical — HVAC equipment demolition and new work plans; plumbing demolition
and new work plans.
Electrical - Power, lighting, data, fire alarm, and communications demolition and new
work plans.
• Fire Protection - Fire protection new performance criteria plans.
• Civil drawing
• Drawings/specifications 60%, 90%, 100% bid set
• Architectural — Demolition and new work plans, sections, and details plus casework
interior elevations and sections, door and finish schedules, floor finish plans and
schedules, and details. Architectural specifications.
Structural — Demolition and new work plans, sections, and details drawings; structural
specifications.
Mechanical — HVAC equipment demolition and new work plans, sections, equipment
schedules, control diagrams, and details; plumbing demolition and new work plans,
riser diagrams, equipment schedules, and details. Fire protection performance criteria
plans. HVAC and plumbing. Mechanical and plumbing specifications.
Electrical — One -line and elevation diagrams, demolition and new work plans, systems
plan, fire alarm plan, systems riser diagram, fire alarm riser diagram, panelboard
schedules, lighting fixture schedule, schematic diagrams, and details. Electrical
specifications.
• Fire Protection — Fire criteria plan and fire protection specification.
• Civil —New sites utilities, grading, and civil drawing and plans for demolition.
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EXHIBIT "B"
PROJECT SCHEDULE
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ACTIVITY NAME
Project Management / Coordination
Notice to Proceed
Kick off meeting
Monthly Meetings
PDR Verification Workshop
Utility, Lab Equip., budding verification
Preliminary Design Report Update
Client review
Technical Review Committee and QA/QC
Incorporate client edits
60% Design drawings and Specifications
60% Construction Cost Opinion
Client review
60% Design Workshop
Technical Review Committee and QA/QC
Incorporate client edits
90% Design drawings and Specifications
'90% Construction Cost Opinion
'Client review
190% Design Workshop
Incorporate client edits
Submit 100% drawings, specifications and
opinion of construction cost
'Client review
!Incorporate Client edits
'PROJECT COMPLETE Submit Trial
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1 ` Project Mangement, Coordination, and Reporting
EXHIBIT "C"
FEE PROPOSAL
288
69,8307
Fees..
9,850?
79,680
1-1 Project Oracle Set -Up
16
3,800
3.800
1-2 Project QA/QC Plan
16
$ 4,210
4210
1-3 Monthly Invoicing Preparation with progress report (12 In olces)
64
$ 12,600
12600
1-4 Workshop # 1 - 30% On -site Stakeholders Validation Workshop
56
$ 14,300
$ 3,200
17500
1-5 Workshop # 2 - 60% On-site/Virtual Stakeholders Workshop
62
$ 15,550
$ 3,200
18,750`
1-6 Workshop # 3 - 90% OnsiteNirtual Stakeholders Workshop
62
$ 15,550
$ 3,200
18750
1-7 Worshop # 4 - Review and Finalize Front-end and Contract Documents
12
3,820
$ 250
4,070
2 Meetings and Site Viists
187
45,595
$ 6000
51.595
2-1 Project Kickoff Meeting (Virtual Meeting 1 hour)
7
$
1,735
1,735
2-2 PQM Meeting
16
4,210
4,210
2-3 Progress Design Meetings (at 30%, 60% and 90%)
24
$ 5,190
5i190'
2-4 Montlhy PM Progress Meetings (12 Virtual Meetings @ 30 min ea)
16
$ 5,080
5,080
2-5 Conduct TRC Meetings (at 30%, 60%)
36
$ 9,180
9,180
2-6 Technical Meetings (6 Virtual Meetings @ 2 hours ea)
66
$ 16,710
16,710
2-3 Utility pot -holing investigation
22
3,490
6,000
9,490
ReNewrof CDMS PDR and Identify Modifications
28
4,970
4,970
3-1 Review of exisitng PDR
2
270
270
3-2 Identify gaps and/or suggested modifications
10
$ 1,640
1;640
3-3 Summarize Recommendations and or modiifcations to the CDMS PDR
16
3,060
3,060'
Design Services
3,386
609,130y
609,130
4-1 60 % Design Plans, Specifications, and Opinion of Construction Cost
1,592
$ 288,940
288,940
4-2 90 % Design Plans, Specifications, and Opinion of Construction Cost
1,214
$ 216,390
216390<
4-3 100 % Design Plans, Specifications, and Opinion of Construction Cost
580
$ 103,800
103,800
Totals
3,889
$ 729,525
9,850
$ 6,000
$ 745,375
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By 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
may become due to his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
CDM SMITH INC.
By: Date:
Alberto Acevedo, Vice President
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