HomeMy WebLinkAboutContracts & Agreements_227-2024Docusign Envelope ID: E7016115-03E9-4F68-A6E9-457CAC7FE1A0
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for Master Construction Management Services ("Agreement") is made and
entered in this 171h day of December 2024 ("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
State Street City Hall Facility (SSCH) Project as assigned from time -to -time by the City to the
Consultant under this Agreement (the "Services) as set forth herein.
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.
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 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.
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.
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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 this Agreement as otherwise established by the Parties
in writing.
4.2 The Term of this Agreement shall commence on December 1, 2024, and shall terminate sixty
(60) months thereafter on December 1, 2029. 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 the Project, the Consultant
shall continue to diligently perform and complete all such remaining Services or authorized
Additional Services for the Project subject to; notwithstanding expiration of this Agreement, the
City will continue to make payment for the Services and authorized Additional Services
performed in connection with the Project after expiration of this Agreement.
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 One Million Three Hundred Sixty -Three Thousand Three Hundred Fifty -
Eight Dollars ($1,363,358) without written authorization by the City. City shall pay Consultant
in accordance with Exhibit " B," titled "Fee Schedule and Hourly Rates" which is attached hereto
and incorporated herein by this reference. 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
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 based on the anticipated sum of prime
contracts for the Assigned Project at the rates identified in Exhibit "B".
2. Preconstmction Labor. A not to exceed budget based upon Consultant's rates listed in Exhibit
"B"
3. General Conditions — A not to exceed budget base upon Consultant's rates listed in Exhibit
"B" and agreed upon reimbursable expenses to support the Assigned Project.
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5.2 Expenses. City shall reimburse Consultant for those expenses expressly set forth in the approved
General Conditions budget. Any expenses incurred by Consultant which are not expressly
authorized by this Agreement or the approved General Conditions Budget will not be reimbursed
by the 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 B, 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 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
approved reimbursable costs shall be supported by an invoice, receipt or acceptable
documentation. If the compensation due the Consultant 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. If requested by the City, the Consultant shall provide reasonably
satisfactory substantiating data for payment requested by the Consultant.
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
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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
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 "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 ($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.
E. Consultant is expressly prohibited from assigning or subcontracting any of the Services
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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, jury or 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 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 willfiil 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
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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 in the performance of its
duties hereunder, no person having any such interest shall perform any Services under this
Agreement.
8.2 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 malting 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
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Interests, with the City Clerk's office pursuant to the written instructions provided by the City
Cleric.
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 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
approved by the City.
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.
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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 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.
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
to make 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.
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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 raider 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.
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 C titled, "Terms for Compliance with California Labor
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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
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 ul dealing with private consultants, and experience in dealing with public
agencies all suggest that Consultant is capable of performing 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 December
17, 2024.
CITY OF REDLAN S
By.,,4h� .1
, Mayor
ATTEST:
J c Donaldson, City Clerk
TILDEN-COIL CONSTRUCTORS, INC.
ed by:
By.[�E
brassa4
Dayne Brassard, President & CEO
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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 constriction
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.
i. 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. CPM 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.
e. 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.
j. Building Information Modeling. Conduct trade coordination meetings with the contractors
within the Building Information Model, including incorporation of shop drawings within the
model.
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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.
in. 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 "B"
FEE SCHEDULE & HOURLY RATES
1 Preconstruction phase Services: Services shall be billed on a time and materia is basis based
upon the hourly rates attached_ All materials shall be reimbursed at cost plus a 10% markup. The
preco:nstruction phase services budget shall not exceed $50,000 without prior written
authorization by the City.
2. Construction Phase Services: Compensation for construction phase ser. ices includes
C -nstruction Manager's .Fee (CM Fee) and General Conditions as described below_
a. CM Fee: CPA Fee shall be 5% of the sum of prime contracts (construction costsflThe CM
Fee shall be established upon the receipt of prime contractor bids and shall be adjusted
based upon the final construction costs-
b. General,Cond.ifions: General conditionsfrequirements are project site support expenses
that are incurred by the construction manager (or by the general contractor in the case
of a design -bid -bid delivery method} and are required for the project- These expenses
are not associated with a particular subcontractor trade, but are required for the entire
site as a '.Whole sUdh as fencnng, trash, toilets etc. General Conditions are billed at the
establisl%ed ftourll{ rates and costs are reimbursed withaut marllup_ The estimated
Gene ral CondRions based Upon our understanding of the construction schedufle outlined
ab' re, is S84336 per month, or 513 13,258 for 10 months.
i. This prelirrninary general conditions estimate is attached_
Compensation Summary
Fulled Darin Pre�con Billed During Construction
Total
Freconstruction Services
$E%0,000
550,1500
CM Fee
$S00,000
$5110,000
General Conclitions
$813,358
5813.358
Total
55Cu,+000 $1,313,359
51,363,358
1 181able Hourly Rates
Billable Hourly rates include escalation through 2026 and shall be subject to annual adjustments
the reaf6er_
IBltilabte Hourty
Position
Rate
Project Executive
$187,00
Production DiTector
$187.00
Safety' Director
$139.00
Sr. Project Manager
5161.00
Sr. Supvumtenrient
$156.00
Project blarnafaT
$139.00
Assistant Project Ma eager
$129.00
Superintendent
$139.00
Area J ssistantSuperintendent
$127.00
Sr. Project Engineer
$124.00
Project #=nai neer
$108.00
Scheduler
$M.00
91141 Manager
$175.00
elm Specialist
$151.00
BIM Tathnivan
$135.00
TCC Survey
$151.00
Precanstructios, Manager
$136,00
Estimator
$106.00
Preconstruction Coordinator
570.00
Labor Compliance Coordinator
570.00
Accountant
$108.00
Sr. Project Admin i-trator
$79.00
Project Adm imstrator
570.00
Project Engineer Intern
532.00
Field Labor
$103.00
Docusign Envelope ID: E7016115-03E9-4F68-A6E9-457CAC7FE1A0
EXHIBIT "C"
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 I"). Further, Consultant acknowledges that this Agreement is subject to (a)
Chapter I 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 I (a)
and 1(b) as though set forth in fall 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 a penalty 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 performed 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.
It. California Labor Code 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 of the 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.
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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
V 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 widertake 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.
TILDEVI-,QJ6 CONSTRUCTORS, INC.
oeo 8 e
By: % vu- b a sari Date: 12/16/2024 1 2:12 PM PST
Dayne Brassard, President & CEO
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