PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND MILLER ARCHITECTURAL CORPORATION
This Agreement is made and entered into as of January 06, 2021 by and between the City sometimes referred to individually as "Party" and collectively as the "Parties."
RECITALS
City is a public agency of the State of California and is in need of professional services for the following project:
ENCANTO COMMUNITY CENTER IMPROVEMENTS PROJECT (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such services.
C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Incorporation of Recitals. The recitals above are true and correct and are hereby incorporated herein by this reference.
2. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit "A."
Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel identified in their proposal.
Consultant warrants that Consultant is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant's performance of this Agreement. Consultant further represents that no City employee will provide any services under this Agreement.
4. Compensation.
Subject to paragraph 4(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "A." b. In no event shall the total amount paid for services rendered by Consultant 1 under this Agreement exceed the sum of $178,385. This amount is to cover all related costs, and the City will not pay any additional fees for printing expenses. Consultant may submit invoices to City for approval. Said invoice shall be based on the total of all Consultant's services which have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty- five (45) days from the date City receives said invoice. The invoice shall describe in detail the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices.
5. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in tee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
Term. This Agreement shall commence on the Effective Date and continue through the completion of services as set forth in Exhibit "A," unless the Agreement is previously terminated as provided for herein ("Term").
7. Maintenance of Records: Audits.
a. Records of Consultant's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times for a period of four (4) years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City.
8. Time of Performance. Consultant shall perform its services in a prompt and timely manner and shall commence performance upon receipt of written notice from the City to proceed. Consultant shall complete the services required hereunder within Term.
9. Delavs in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing Party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing Party shall, within a reasonable time of being prevented from performing, give written notice to the other Party describing the circumstances preventing continued performance and the efforts being made to 2 resume performance of this Agreement.
10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements.
If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his of her services or operations performed under this Agreement.
11. Standard of Care. Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions.
Conflicts of Interest. During the term of this Agreement, Consultant shall at all times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment from or employment with any person or entity which will constitute a conflict of interest with the City.
13. City Business Certificate. Consultant shall, prior to execution of this Agreement, obtain and maintain during the term of this Agreement a valid business registration certificate from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses, permits, qualifications, insurance, and approvals of whatever nature that are legally required of Consultant to practice his/her profession, skill, or business.
14. Assignment and Sub-consultant. Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and sub-consultants as Consultant may deem appropriate to assist in the performance of services hereunder.
15. Independent Consultant. Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employce of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided.
16. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. 3 a. Additional Insured
The City of San Bernardino, its officials, ofticers, employees, agents, and volunteers shall be named as additional insureds on Consultant's and its sub-consultants' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
b. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion deleted
(7) Contractual Liability with respect to this Contract (8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(V) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City-designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
Automobile Liabilits
4 At all times during the performance of the work under this Agreed, the Consultant cal age finited nile ali and iral ve for or in i on and with insurance companies acceptable to the City
Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(111) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status.
Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
d. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California 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 he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all sub-consultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
e. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. "Covered Professional Services" as designated in the policy must specifically include work performed under this Agreement. The policy must "pay on behalf of' the insured and must include a provision establishing the insurer's duty to defend.
f. Minimum Polic Limits Revuired
(i) The following insurance limits are required for the Agreement:
5 Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits.
Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. g. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25- S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
h. Polici Provisions Required
Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
6 (ili) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub-consultants.
The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
i. Qualifying Insurers
All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A: VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
j. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification.
If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.
7 (ill) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City not the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. k. Sub-consultant Insurance Reuirements. Consultant shall not allow any subcontractors or sub-consultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or sub-consultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or sub-consultants.
17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel reasonably approved by the City, indemnify and hold the City, its elected and appointed officials, officers, employees, agents, and authorized volunteers free and harmless from any and all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project, or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, the City Council, members of the City Council, its employees, or authorized volunteers.
b. Additional Indemnity Obligations. Consultant shall defend, with counsel of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered by this section that may be brought or instituted against the City, its elected and appointed officials, employees, agents, or authorized volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against the City, its elected and appointed officials, employees, agents, or authorized volunteers as part of any such claim, suit, action or other proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City, its elected and appointed officials, employees, agents, or authorized volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for the City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse the City, its elected and appointed officials, employees, agents, or authorized volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to 8 insurance proceeds, if any, received by the City, its elected and appointed officials, employees, agents, or authorized volunteers.
18. California Labor Code Re uirements. Consultant is aware of the requirements of California Labor Code Sections 1720 et seg. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all sub-consultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors.
If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all sub-consultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any sub-consultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements.
19. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all sub-consultants and sub-sub-consultants to comply with the same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.
21. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days' written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs 9 other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
22. Attornevs' Fees. In the event that litigation is brought by any Party in connection with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party in the exercise of any of its rights of remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney's Office in enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the purposes of this Agreement.
23. Responsibility for Errors. Consultant shall be responsible for its work and results under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation as may be required by the City's representative, regarding any services rendered under this Agreement at no additional cost to City. In the event that an error or omission attributable to Consultant's professional services occurs, Consultant shall, at no cost to City, provide all other services necessary to rectify and correct the matter to the sole satisfaction of the City and to participate in any meeting required with regard to the correction.
24. Prohibited Employment. Consultant shall not employ any current employee of City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
26. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.
Or anization. Consultant shall assign Kathy Oswalt as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.
28. Limitation of Azreement. This Agreement is limited to and includes only the work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to the following addresses and shall be effective upon receipt thereof:
10 CITY: CONSULTANT:
City of San Bernardino Miller Architectural Corporation Vanir Tower, 290 North D Street 1177 Idaho Street, Suite 200 San Bernardino, CA 92401 Redlands, California 92374
Attn: Robert D. Field Attn: Gary Miller
City Manager Principal
With Copy To:
City of San Bernardino
San Bearing CA 92 D Street
Attn: City Attorney
30. Third Party Richts. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant.
31. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
32. Entire Agreement. This Agreement, including Exhibit "A," represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each Party acknowledges that no representations, inducements, promises, or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This is an integrated Agreement.
Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance, and the remaining provisions of this Agreement shall remain in full force and effect.
34. Successors and Assims. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.
35. Non-Waiver. The delay or failure of either Party at any time to require performance or compliance by the other Party of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly 11 authorized representative of the Party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
36. Time of Essence. Time is of the essence for each and every provision of this Agreement.
Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain, or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their respective successors and assigns may amend this Agreement.
39. City's Riuht to Employ Other Consultants. City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Consultant maintains and warrants that it has neither employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one single Agreement.
42. Authority: The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by doing so, the Parties hereto are formally bound to the provisions of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND MILLER ARCHITECTURE CORPORATION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF SAN BERNARDINO CONSULTANT
Approved By
V27 Peld X
Robert D Field Signatur
City Manager GARY MILLER
Approved as ta Form:
PRESIDENT
é Sonia Carvalho
City Attorney
Awesyed By:
che
Genoveva Rocha, CMC, City Clerk
City Clerk
EXHIBIT A
14 November 6, 2020
City of San Bernardino
Public Works Department
Engineering Division
201 B North 'E' Street, 2nd Floor, Sulte 200
San Bemardino, CA 92401
MILLER Attn: Alex Qishta, P.E, DPW / City Engineer
architecture
interiors
Re: Architectural Design Services for City of San Bernardino planning Encanto Community Center
Dear Mr. Qishta:
Thank you for the opportunity to submit our proposal and qualifications for the above referenced project. Please allow me to enumerate some of the reasons we believe our firm can best serve your needs for this project:
We have prepared facility assessment, programing, design and construction documents for new and renovation projects for numerous Community Centers for the City of San Bernardino and surrounding areas such as the projects listed below:
Perris Hills Community / Senior Center, San Bemardino
Bryant Community & Fitness Center, Riverside
Reuben Campos Community Center at Nunez Park, San Bemardino Valley Wide Recreation Center, San Jacinto
Bobby Bonds Youth Opportunity / Community Center, Riverside Hutton Community Center, Colton
Frazee Community Center, San Bernardino
Arianza Community Center, Riverside
Roosevelt Williams Park, Banning
West Wendover Community Center, Nevada
We are currently working with the City of Norco on renovations to Riley Gym / Community Center
Team members have extensive experience in Community Center design. This experience enables us to review and address the required needs such as:
Building and building system evaluation
Initial budget estimating
ADA assessments
Roofing consulting
Multi-use functions requirements
Design for function and visibility
Interior Design
Movable systems furniture layout and specifications
Consider alternative surface materials and coatings for building exteriors and interior wall surfaces to reduce the effects of graffiti and the environment.
Noise reduction and control
Utal: Energy Efficiency
Nevada
• In the past 10 years, well over 75% of our projects have Involved building Idaho
Califomia expansion and or renovation. This experience has enabled us to develop specialized procedures to assure these complex projects are successful. We have 1177 Idoho Street developed a series of building evaluation checklists which assure that all aspects Suite 200
Redluids, CA 92374 and components are fully considered and that we assess and address what may be P 909 135:7400 potential unforseen roadblocks that may occur during construction. We are F 909335,7299 confident no other architectural firm you consider is as experienced in building An Architectural Corporarion
analysis, assessment, renovation and expansion projects, nor is as organized and systematic In its methods.
We are pleased to submit a proposal to provide architectural and engineering services for the Encanto Community Center located at 1180 West g'h Street, San Bemardino. We understand the scope of work for this project to entail the following services:
. Facility assessment, programming and design services for renovations to the exisling 24,660 Sr Community Center to be used for the City of San Bernardino Parks and Recreation Dept Operations and Community Center uses to Include but not limited to classrooms, youth programs, activity rooms, community room, gymnasium, warming kitchen, reception / lobby area and administrative offices.
• Site assessment and recommended priorities for site improvements of the existing and new Imorovements for the to address conformance with all relevant health and safety codes including required ADA improvements. Per the owner's representative the exterior pool and deck area are not part of the scope of services for this project.
Site improvements to include site design and improvements to integrate the flow of existing facility into one unifying campus with all of the associated amenities to include the following:
• ADA path of travel to main entries from the parking lots and public ways. • Parking lot improvement
• Parking lot lighting
• Site fencing with accommodations new motorized gate entrance • On-site landscaping at the front of the Community Center • Coordination for reuse of existing emergency generator Services generally include but are not limited to all services necessary to study, evaluate, program, design, entitle, produce construction documents and administer construction. Specifically, these services include:
• Facility Assessment
• Programming
• Cost Estimating
• Architectural
• Project management of all investigation and assessment of building and the facility systems to architecture and engineering services
• Design, construction documents, bidding services and construction administration for the existing building and system components.
• Civil engineering including:
• Topographic survey and Grading plan at the front of the facility and to the main entries and path of travel to parking lots and public way
• Other services necessary to provide a complete design, permitable and buildable documents
• Landscape improvements for the front of the building and around main entries.
Structural Engineering
• Plumbing, Mechanical, Electrical Engineering
• Security/Surveillance
• Data
• Fire sprinkler and fire service
• Roof consultant to perform assessment and design drawings for roof replacement We intend to provide the following services:
Task 1- Project Initiation Fee - Not Applicable
Task 2 - roject Management Project Informatio
. Provide all services required by the Architectural Space Programing Phas
2. Provide Topographic survey as needed
3. Research requirements of local regulatory agencies.
4. Programming meeting with the Owner to establish requirements and determine needs for the project.
5. Measure & document existing premises as needed and observe existing conditions
3. Field verification of site and facility conditions by Architect and consultants
7. Prepare a background floor plan drawing Illustrating existing conditions.
Task 3 - Schematic Design
1. Provide all services required by the Schematic Design Phase
2. Meeting with the Owner to establish requirements and determine detailed needs for each space for the project to fine tune program and adjacency needs.
3. Prepare floor plan and site plan options for City review to determine final scope requirements
4. Modify as necessary floor plan and site to accommodate required ADA accessibility for approval of the final floor plan layout.
Task 4- Goverment Processing Planning Phase / Entitlement (Not applicable)
1. Provide owner with preliminary site and floor pians and exterior elevations for the Owner representative to establish requirements for planning review.
2. Coordinate with owner for printing of plans for planning review
3. Coordinate with and provide environmental consultants that may be required to comply with California Environmental Quality Act.
Task 5 - Design Development
1. Provide all services required by the Design Development Phase
2. Based on Owner's approved schematic design, prepare accessible path of travel site plan, demolition floor and reflected ceiling plan, dimensioned floor plan, noted floor plan, reflected ceiling plan and roof plan.
3. Prepare information and drawing packages to enable consultants to start work.
Task 6 - Construction Documents
1. Based on the approved design development documents, prepare construction documents and specifications to include the following:
a. Architectural documents
b. Structural design, engineering and calculation
G. Civil Engineering
d. Landscape Architecture
e. Mechanical, plumbing engineering and Title 24 calculations for renovation existing facility
f. Electrical design, engineering and Title 24 calculations (electrical plans will include location only with conduit stub into accessible ceiling space for telephone, computer/data system and security cameras)
g. Security/Survelllance, Data/IT Engineering
h. Fire service and fire sprinkler design
i. Coordinate with owner's consultant ar vendor for furniture.
Assist owner in selection of Interlor Design Finishes and provide specifications (excludes furniture selection and specifications)
k. Prepare preliminary cost estimate to establish rough order of magnitude.
Task 7 - Government Processing Building Phase
1. Submit documents for the purpose of obtaining a bullding permit.
2. Make required plan check revisions. It is expected that plan check comments will be a reasonable Interpretation of the code.
Task 8- Bidding Assistance
1. Assemble and issue bid documents to the owner to enable prices to be prepared by qualified contractors.
2. Respond to contractor questions.
3. Assist the Owner in reviewing the bids.
Task 9 - Construction Administration
1. Respond to Contractor or inspector questions
2. Maximum of two shop drawing review per submittal.
3. Site inspections (Not included in this proposal but may be provided as an Optional service on an hourly basis if requested)
Task 10 - Close out
1. Develop a punch list by Architectural and Engineering consultants of outstanding items to be corrected by the Contractor
2. Assist the Owner in establishing substantial completion We will provide the above services on a time and materials basis with and estimated not to exceed amount per the breakdown below and per the on-call service agreement with the City of San Bernardino:
Task 1 Project Initiation Fee (N/A) -0-
Task 2 Project Information $21,150.00
Task 3 Schematic Design $19,400.00
Task 4 Government Processing Planning Phase (N/A) -0-
Task 5 Design Development $41,335.00
Task 6 Construction Documents $68,550.00
Task 7 Government Processing Building Phase $7,050.00
Task 8 Bidding Assistance $5,200.00
Task 9 Construction Administration $10,500.00
Task 10 Close out $3,200.00
Total $176.385.00
Estimated reimbursable $2,000.00
Total with reimbursable $178.385.00
Additional Services -
1. Changes to the scope of work during any phase of the contract shall be billed in accordance with the attached hourly rate schedule.
2. goverment agencies and other efforts necessary to assure the government agencies are moving the project through the process.
Expenses and services beyond the above-described scope shall be billed In accordance with the attached fee schedule. The Owner permits the Architect to take photographs of the property during construction and upon completion of the work.
Payments on account of services rendered, and for reimbursable expenses Incurred, shall be made monthly upon presentation of Architect's statement of services. Architect may charge interest at a rate of 1% per month for unpaid balances over 30 days late. Work may stop on this project If an invoice is past due by more than 30 days. Collection efforts including liens will be pursued for invoices more than 90 days past due. The Owner agrees that the Architect has a lien on any money or property recovered in satisfaction or partial satisfaction of your claim in any matter in which you have retained the Architect. This lien is not limited to fees and costs incurred in the specific matter from which a settlement or judgment arose but apples to all fees and costs the Owner owes the Architect for any legal services provided.
This Agreement may, without cause, be terminated by either party upon not less than seven days' written notice of withdrawal in the event that the either party fails to meet to their obligations, or in the event either party determines, with reasonable discretion, that it would be unethical or impractical to continue in this or any other matter. In the event of termination, the Architect shall be Architect reserves the right to make final selection of Consultants. This Agreement constitutes the full understanding of the terms of the agreement, superseding any prior oral or written understanding, and may not be amended or modified except by a writing sigried by both the Architect and Owner.
Owner Responsibilities:
1. Agency review and processing
2. Access to site
3. Record Drawings
The following items are excluded from this proposal:
Reproduction Costs (except for Architect's in-house use) Title Information (Radius Map, etc.)
Environmental Impact, CEQA & Traffic Reports
Agency Fees
Construction Related Testing/Reports
- Project Scheduling
If you would like us to proceed, and are in agreement with the above, please sign where indicated below and return one signed copy for our files. We will then prapare an AIS standard Sincerely, Approved by:
MILLER
Architectural Corporation Signature Date
Gary
Gary W. Miller, AIA, President
(909) 335-7400 X 111
2020 FEE SCHEDULE
MILLER ARCHITECTURAL CORPORATION
1177 IDAHO STREET, SUITE 200
REDLANDS, CA 92374
P 909.335.7400 F 909.335.7299
PROFESSIONAL AND TECHNICAL STAFE:
Senior Principal $224.00/hour
Court/Arbitration Appearance $260.00/hour
Deposition $260.00 - FIrst Hour
$270.00 - Each Additional Hour
Principal (Architecture Division) $175.00/hour
ssociate (Architecture Divisio $155.00/hour
rincipal (Interiors Divisio $150.00/hour
$138.00/hour
$128.00/hour
$111.00/hour
$83.00/hour
$83.00/hour
$74.00/hour
$62.00/hour
$160.00/Flat Fee
Overtime for hourly personnel will be charged at the base rate of 1.5 per hour for time in excess of 8 hours per weekday or for work on Saturdays, Sundays and holidays.
EXPENSES:
Out of pocket expenses, (i.e. photocopies, film development, shipping, blueprints): cost plus 15%.
2. In-house Services:
Large Format $ 2.40 per 24" x 36" sheet
Black & White: $ 3.35 per 30' x 42" sheet
Large Format $7.10 per 24" × 36" sheet
Color. $9.20 per 30" × 42" sheet
Photo Copies: Black & White: $0.33 per 8-1/2'x 11" page Black & White: $0.56 per 11" × 17" page
Color: $1.82 per 8/1/2" × 11" page
$3.10 per 11"x 17" page
Book & White $0,83 per 12"× 18" page
$3.65 per 12"x 18" page
Presentation Materials: $21.00 per 30 x 40 Foam Board
CD with Files: $52.00
Upload Data: $52.00
3. Mileage: $.70 per mile.
4. -or work which requires overnight lodging, a per diem charge will be made appropriate to the area, based on actual costs
5. Outside consultants not Included in base fee and plan check fees shall be billed at direct cost plus
INVOICING