HomeMy WebLinkAboutContracts & Agreements_203-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Construction Support Service for Phase 1 and
Bidding Support Services for Phase 2 of the Joint Utilities Laboratory Building Renovation &
Expansion Project ("Agreement") is made and entered in this 215t day of October, 2025
("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 Construction Support Service for Phase 1 and
Bidding Support Services for Phase 2 of the Joint Utilities Laboratory Building
Renovation & Expansion Project 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. t 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 complete the Services by June 30, 2027, unless the Services are
terminated earlier as provided for herein.
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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.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services shall not exceed the
amount of one hundred fifty-five thousand four hundred twenty dollars ($155,420). City
shall pay Consultant on a time and materials basis up to the not to exceed amount in
accordance with Exhibit `B," 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.
32 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
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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 "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.
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ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
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.
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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
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.
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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.
IN WITNESS WHEREOF, duly authorized representatives of
signed in confirmation of this Agreement.
CITY OF REDLANDS
By.
Mario Sauccdo Mayor
ATTEST:
J e Donaldso , City Clerk
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CDM SMITH,
Alberto
and Consultant have
ibe President
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will provide construction support services for phase 1 and bid support services for
phase 2 of the Joint Utilities Laboratory Building Renovation & Expansion Project. The
following scope of work outlines the tasks to be completed by the Consultant.
Task 1.0 — Engineering Services During Construction for Phase 1
Under Task 1.0 Consultant will provide Project Management, submittal and shop drawing
review, review and respond to Contractor's Requests for Information (RFIs), provide field
support and attend meetings. Below is a detailed description of these services.
Task 1.1— Project Management
Consultant will manage the Joint Laboratory Building Renovation and Expansion scope and
budget including engineering services workflow. Consultant will prepare monthly invoices and
project status reports that summarize budget, any onsite activities, and number of submittals and
RFIs reviewed. Consultant will also maintain internal submittals and RFIs logs to track review
progress.
Task 1.2 — Submittal and Shop Drawing Reviews
Consultant will review technical submittals for conformance to the project documents. Technical
submittals will be reviewed by Consultant's multi -discipline design team as defined in Section
01330. A comment form will be generated indicating disposition (No Exceptions, Exceptions
Noted, Returned for Correction, Not Acceptable). The City will receive transmittals and verify
completion of all submittals, returning incomplete or improper submittals to the Contractor.
Complete and compliant submittals will be provided to Consultant design team electronically for
review by appropriate disciplines. Consultant has budgeted for an average of 1.5 reviews (one
submittal + one re -submittal) per technical submittal. Items that require more than two reviews
due to Contractor's failure to provide adequate or complete information will be reviewed and
time tracked so that the City can recover costs as defined in Section 01330 of the Specifications.
Procedural and administrative submittals (e.g., schedule of values, payment applications,
schedule updates, contractual documents, etc.) are assumed to be handled by the City. The City
will receive, tile, and update the submittal log accordingly.
Consultant has assumed 60 original technical submittals submitted by the Contractor.
Task 1.3 — Requests for Information
Consultant will review and provide responses to City for Contractor -initiated RFIs. Based on the
project scope/scale and complexity, we anticipate 38 RFIs.
Task 1.4 — Field Support, Site Visits, Construction Observations, and Meetings
Consultant's Architect of Record (Richard Chong), our local design team representative, and/or
appropriate design discipline leads will conduct site visits, participate in onsite meetings, provide
architectural/engineering oversight, as required and at the request of the City or its designated
representative. For budgeting purposes, we have assumed the following efforts:
Attendance at onsite pre -construction meeting by Brian Leto.
Attendance at preparatory meetings for civil work — if required by the City, we assumed one (1)
onsite meeting.
Attendance at preparatory meetings for structural work — if required by the City - assumed one
(1) onsite meeting.
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Up to two (2) site visits, as requested by the City, for the Architect of Record.
Up to three (3) site visits for our Structural Engineer to conduct construction observations as
required by the City.
Attendance at one virtual construction progress meeting per month by our designated Design
Team Representative.
Management and Specialty Leaders Participation in up to six (6) virtual Meetings @ 1 hour each.
Up to three (3) special virtual meetings to resolve field issues or other project matters.
Task 2.0 — Bid Support Services for Phase 2
Task 2.1— Project Management
Under this Task Consultant will manage the
Laboratory Building Renovation and Expansion
office -based activities as described below.
Task 2.2 — Preparation of Bid Documents
preparation of the Bid documents for Joint
Phase 2. Consultant will provide onsite and
This Task will involve supporting the City in the preparation of a Bid package for Phase 2.
Consultant will update the drawings and specifications based on construction completed in Phase
1. prepare the "Bid Schedule" and marls the updated drawings and specification sections to
identify those drawings and specifications that will be used under Phase 2.
Assumptions:
Work will be completed within four (4) weeks.
Consultant 100% design documents affected by Phase 1 construction will be updated and
become the basis for preparation of the Phase 2 bid package.
Deliverables:
Construction Bid Schedule for Phase 2
List of drawings to be used in Phase 2
List of specifications for Phase 2
Task 2.3 — Pre -Bid Meeting
Consultant Principal, Project Manager and Lead Architect (virtual) will attend the pre -bid
meeting to provide an overview of the project and field questions from potential contractors.
Contractors will be directed to submit questions that cannot be easily referred to the contract
documents through the bid questions process.
Assumptions:
The principal, project manager and lead architect (Architect of record) will attend the pre -bid
meeting for up to four howl each.
Deliverables:
Meeting notes
Task 2.4 Engineering Support during Bid Phase
Consultant will provide support services during the bid phase period to provide response to any
questions or clarifications requested by potential contractors.
Assumptions:
Response to ten (10) Requests for Clarification (RFCs) from potential bidders
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Assist the City with preparation of up to two (2) addendums
Deliverables:
Response to 10 RFCs
Two (2) addendums
Identify potential cost impacts associated with addenda changes
Task 2.5 — Conformed Document Preparation
Within two (2) weeks after the Award recommendation Consultant will prepare a conformed
documents set (drawings, specifications and other required material) that incorporates the
addenda during the bid phase. These documents will be ready for the selected contractor to begin
work immediately after Notice to Proceed (NTP).
Deliverables:
Conformed Documents for Construction
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EXHIBIT'B"
FEE PROPOSAL
Task
WBS/Activity Name
Amount
1.0
Phase 1 Engineering Support During Construction
1.1
Project Management
$18380
1.2
Submittal and Shop Drawing Reviews
$56,870
1.3
Requests for Information
$22 545
1.4
Field Support, Site Visits, Construction Observations, and Meetings
$24,350.
2.0
Phase 2 Bid Support Services
2.1
Project Management
$1665
2.2
Preparation of Bid Documents
$13 325
2.3 .
Pre -Bid Meeting
$2 180
2.4
Engineering Support During Bid Phase
$7 660
2.5
Conformed Document Preparation
$8 445
TOTAL
$155,420
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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 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 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 SMIT I, IN .
By: Date:
Alberto ce ed , Vice President
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