HomeMy WebLinkAbout2003-073
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RESOLUTION NO. 2003-73
3 RESOLUTION OF THE CITY OF SAN BERNARDINO APPROVING
AMENDMENT NO. 1 TO THE SERVICES AGREEMENT WITH TRANSTECH
4 ENGINEERS, INC, FOR CONSTRUCTION MANAGEMENT, PLAN REVIEW AND
5 INSPECTION SERVICES FOR THE RENOVATION OF THE CITY'S HISTORIC
DEPOT PROJECT.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
SECTION 1, That the Mayor is authorized to execute Amendment No. I to the
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Agreement with Transtech Engineers, Inc, for providing Professional Services for provision of
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Construction Management Services (attached and incorporated herein as Exhibit "A"), The
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12 contract is hereby amended to establish a revised not to exceed amount of $725,000, but such
13 agreement shall be effective only upon being fully executed by both parties. The Mayor is
14 hereby authorized and directed to execute said agreement on behalf of the City.
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SECTION 2. This Amendment No. I shall not take effect or become operative until
fully signed and executed by the parties and no party shall be obligated hereunder until the time
of such full execution, No oral agreements, amendments, modifications or waivers are intended
or authorized and shall not be implied from any act or course of conduct of any party.
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SECTION 3. This resolution is rescinded if the parties to the contract fail to execute it
within sixty (60) days of passage of the resolution,
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2003-73
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RESOLUTION...APPROVING AMENDMENT NO. 1 TO THE SERVICES
2 AGREEMENTS WITH TRANSTECH ENGINEERS, INC, FOR CONSTRUCTION
MANAGEMENT, PLAN REVIEW AND INSPECTION SERVICES FOR THE
3 RENOV A TION OF THE CITY'S HISTORIC DEPOT PROJECT.
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I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a j oint regular
meeting thereof, held
on the 7th
April
day of
,2003, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
ABSENT
ESTRADA
x
LONGVILLE
x
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12 MC GINNIS
13 DERRY
14 SUAREZ
15 ANDERSON
16 MC CAMMACK
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x
x
x
x
x
5dtmtiw/~'r1(1), ~
City Clerk I
The foregoing resolution is hereby approved this I () (1< d'
,2003,
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23 Approved as to
24 form and legal content:
J th Valles, Mayor
C'ty of San Bernardino
25 JAMES F. PENMAN,
City ttorney
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2003-73
EXHIBIT A
CONTRACT AMENDMENT NO.1 TO
AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is made and entered into this 7th of April 2003, by and between the
CITY OF SAN BERNARDINO, California, a municipal corporation, hereinafter referred to as the "CITY" and
Transtech Engineers, Inc" hereinafter referred to as "CONSTRUCTION MANAGER",
WITNESSETH
WHEREAS, City has retained Transtech Engineers, Inc. for the purpose of providing construction
management, plan review and inspection services for renovation and retrofit of the San Bernardino Santa Fe
Depot.
WHEREAS, based on the current project schedule and anticipated related staffing needs, it is anticipated
that the associated time and materials contract "ceiling" may be reduced without causing harm to the project
delivery or quality of work; and
NOW, THEREFORE, it is mutually agreed all terms and conditions of the original agreement approved
on May 21 200 I, shall remain in force and effect except for the amendment to Section 5A., as follows:
COMPENSATION
Upon satisfactory completion of the work, the Construction Manager will be paid time and material not
to exceed $725,000.00 in arrears, for all work and services performed under this contract and upon
receipt of itemized invoices, submitted in triplicate to the contract manager. The invoice amount will be
based on the actual work performed by task. For the purpose of invoicing, certain tasks may be
combined in assessing percentage completion. Construction manager will submit an invoice to the City
every four (4) weeks.
2003-73
CONTRACT AMENDMENT NO, I TO AGREEMENT FOR Professional Construction Management
Services with Transtech Engineers, Inc..
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date
written above by their duly authorized officers on their behalf.
ATTEST:
CITY OF SAN BERNARDINO
BY:~~
Rachel Clark, City Clerk
~~~"~~
BY:
TRANS TECH ENGINEERS, INC.
BY:
Signature
NAME:
Ali Cayir, P,E,
TITLE:
Principal
Approved as to form
and legal content:
JAMES F, PENMAN
City Attorney
III
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2003-73
CONTRACT Aj\1El\'DMENT NO, I TO AGREEME!'<, FOR Professional Construction Management
Services with Transtech Engineers, Inc..
Il\' WITNESS WHEREOF, the parties herelo have caused this Agreement to be executed on the date
written above by their duly authorized officers on their behalf.
ATTEST:
CITY OF SAN BER1,\;ARDINO
BY:
Rachel Clark. City Clerk
City of San Bernardino
BY:
Judith Valles, Mayor
City of San Bernardino
TRANSTECH E)\JGE'-iEERS, !)Ie.
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BY: ~'.'..,! //..:::5Vv-
Signature
NA~lE:
p,-, I eft-(lP....
Ali Cayir. P,E,
TITLE:
Principal
Approved as to fonn
:lI1d legal conlent:
JA,'vlES F. PE;\MA~
City Altorney
BY:
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2001-116
EXHIBIT g
AGREEMENT FOR PROFESSIONAL SERVICES
This AGREEMENT is made and entered into this 21st of May 2001, by and between the
CITY OF SAN BERNARDINO, California, a municipal corporation, hereinafter referred to as the "CITY" and
Transtech Engineers, Inc., hereinafter referred to as "CONSTRUCTION MANAGER".
WITNESSETH
WHEREAS, City desires to obtain professional Construction Management Services for construction
management, plan review and inspection services for renovation and retrofit of the San Bernardino Santa Fe
Depot.
WHEREAS, in order to renovate the San Bernardino Santa Fe Depot, it is necessary to retain the
professional services of a qualified construction management firm; and
WHEREAS, Construction Manager is qualified to provide said professional services; and
WHEREAS, San Bernardino City Council has elected to engage the services of Construction Manager
upon the terms and conditions as hereinafter set forth; and
NOW, THEREFORE, it is mutually agreed, as follows:
1. SCOPE OF SERVICES
Construction Manager shall perform those services specified in Section II of the Request for
Proposal "Scope of Services", and as contained in the proposal dated April 20, 2001, (which is
on file at the City Clerk's Office) and proposed costs dated May 10,2001, a copy of which is
attached hereto as Exhibit "1 ", and all of which are incorporated herein as though set forth in
full.
2. TERM OF AGREEMENT
Phase A, the "Design Phase" and Phase B "Pre-Construction Phase" shall commence within five
(5) days after the City has authorized work to start by issuance of a Notice to Proceed. Phase C,
the "Construction, Project Close-outJPost-construction Phase" shall not commence until a Notice
to Proceed has been issued for that phase,
3. STANDARD OF PERFORMANCE
Construction Manager shall complete all work in conformance with Federal, State, and local
regulations and industry standards.
2001-116
4, CHANGES/EXTRA SERVICES
A. Performance of the work specified in the Section II "Understanding and approach to the
project" and letter dated April 20, 2001, are made an obligation of Construction Manager
under this Agreement, subject to any changes made subsequently upon mutual agreement
of the parties. All such changes shall be considered as additional tasks and shall be
incorporated by written amendments to this Agreement and include any increase or
decrease in the amount of compensation due Construction Manager for the change in
scope. Any change, which has not been so incorporated, shall not be binding on either
party,
B. Construction Manager shall render no extra services under this Agreement unless City
authorizes such extra services in writing prior to performance of such work. Authorized
extra services shall be invoiced based on the authorized additional task amounts.
5. COMPENSATION
A. Upon satisfactory completion of the work, the Construction Manager will be paid time
and material not to exceed $975,000.00 in arrears, for all work and services performed
under this contract and upon receipt of itemized invoices, submitted in triplicate to the
contract manager. The invoice amount will be based on the actual work performed by
task. For the purpose of invoicing, certain tasks may be combined in assessing
percentage completion. Construction manager will submit an invoice to the City every
four (4) weeks.
B. Said compensation shall not be altered unless there is significant alteration in the scope,
complexity or character of the work to be performed. City and Construction Manager
shall agree upon any such significant alteration in writing before commencement of
performance of such significant alteration by Construction Manager.
Any adjustment of the total cost of services will only be permitted when the Construction
Manager establishes and City has agreed in writing that there has been, or is to be, a
significant change in:
1. Scope, complexity, or character of the services to be performed;
2. Conditions under which the work is required to be performed; and
3. Duration of work if the change from the time period specified in the Agreement
for Completion of the work warrants such adjustment.
C. The Construction Manager is required to comply with all Federal, State and Local laws
and ordinances applicable to the work. The Construction Manager is required to comply
with prevailing wage rates in accordance with California Labor Code Section 1770,
D. The Construction Manager agrees that the Contract Cost Principles and Procedures, 48
CFR, Federal Acquisition Regulations System, Chapter I, part 31 et seq., shall be used to
determine the allowability of individual items of cost.
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E. The Construction Manager also agrees to comply with Federal procedures in accordance
with 49 CFR, Part 19, Uniform Administrative Requirements for Grants and Cooperative
Agreements to State and Local Governments.
F. Any costs for which payment has been made to the Construction Manager that are
determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition
Regulations System, Chapter 1, Part 31 et seq., or 49 CFR, Part 18, Uniform
Administrative Requirements for Grants and Cooperative Agreernents to State and Local
Governments, are subject to repayment by Construction Manager to City.
G. Any subcontract in excess of $10,000, entered into as a result of this contract, shall
contain all the provisions of this Agreement.
6. PAYMENT BY CITY
A. The billings for all services rendered pursuant to this Agreement shall be submitted every
four (4) weeks by Construction Manager to City and shall be paid by City within twenty
(20) days after receipt of same, excepting any amounts disputed by City. Dispute over
any invoiced amount shall be noticed to the Construction Manager within ten (10) days of
billing and a meet and confer meeting for purposes of resolution of such dispute shall be
initiated by the City within (10) days of notice of such dispute. Interest of 1-1/2 percent
per month (but not exceeding the maximum rate allowable by law) will be payable on
any amounts not in dispute and not paid within thirty (30) days of the billing date,
payment thereafter to be applied first to accrued interest and then to the principal unpaid
amount. On disputed amounts, interest shall accrue from thirty (30) days of the invoice
date if the amount in dispute is resolved in favor of the Construction Manager, All tasks
as specified in Exhibit "1" shall be completed prior to final payment.
B. No payment will be made for any work performed prior to approval of this contract by
City and Notification to Proceed.
7. SUPERVISION AND ACCEPTANCE OF SERVICES
A. The Director of Development Services of City, or his designee, shall have the right of
general supervision over all work performed by Construction Manager and shall be City's
agent with respect to obtaining Construction Manager's compliance hereunder. No
payment for any services rendered under this Agreement shall be made without prior
approval of the Director of Development Services or his designee.
B, The office of Federal Highway Administration may review and inspect the Construction
Manager's activities during the progress of the program.
8, COMPLIANCE WITH CIVIL RIGHTS LAWS
Construction Manager hereby certifies that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, marital status, age, handicap or
national origin. Construction Manager shall comply with all State and Federal Civil Rights Laws
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in its hiring practices and employee policies. Such action shall include, but not be limited to, the
following: recruitment and recruitment advertising, employment, upgrading, and promotion,
9. TERMINATION OF AGREEMENT
A. This Agreement may be tenninated by either party upon thirty (30) days' written notice
in the event of substantial failure of the other party to perfonn in accordance with the
tenns of this Agreement. Each party shall have twenty (20) days following the date of
such notice within which to correct the substantial failure, giving rise to such notice. In
the event of tennination of this Agreement, City shall within thirty (30) days pay
Construction Manager for all the fees, charges and services perfonned to City's
satisfaction by Construction Manager, which finding of satisfaction shall not be
unreasonably withheld. Construction Manager hereby covenants and agrees that upon
tennination of this Agreement for any reason, Construction Manager will preserve and
make immediately available to the City, or its designated representatives, maps, notes,
correspondence, or records related to work paid for by the City and required for its timely
completion, and to fully cooperate with City so that the work to be accomplished under
this Agreement may continue within forty-five (45) days oftennination. Any subsequent
use of such incomplete documents, other than their originally intended use, shall be at the
sole risk of the City, and the City agrees to hold hannless and indemnify Construction
Manager from any claims, losses, costs, including attorney's fees and liability arising out
of such use. Construction Manager shall be compensated for such services in accordance
with Exhibit "I".
B. This Agreement may be tenninated for the convenience of the City upon thirty (30) days
written notice to Construction Manager. Upon such notice, Construction Manager shall
provide work product to City, and City shall compensate Construction Manager in the
manner set forth above.
C. Following the effective date oftennination of this Agreement pursuant to this section, the
Agreement shall continue until all obligations arising from such tennination are satisfied.
10. CONTINGENCIES
In the event that, due to causes beyond the control of and without the fault or negligence of
Construction Manager, Construction Manager fails to meet any of its obligations under this
Agreement, and such failure shall not constitute a default in perfonnance, the City may grant to
Construction Manager such extensions of time and make other arrangements or additions,
excepting any increase in payment, as may be reasonable under the circumstances. Increases in
payment shall be made only under the "changes" provision of this Agreement. Construction
Manager shall notify City within three (3) days in writing when it becomes aware of any event or
circumstances for which it claims or may claim an extension,
II, INDEPENDENT CONTRACTOR
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Construction Manager shall act as an independent contractor and shall not be considered an
employee of the City in the performance of the services provided for under this Agreement.
Construction Manager shall furnish such services in its own manner. This Agreement is not
intended and shall not be construed to create the relationship of agent, servant, employee,
partnership, joint venture, or association between Construction Manager and the City.
12, ASSIGNMENT OR SUBCONTRACTING
Construction Manager shall not assign this Agreement, or any portion thereof without the written
consent of City. Any attempt by Construction Manager to assign or subcontract any
performance of this Agreement without the written consent of the City shall be null and void and
shall constitute a breach of this Agreement. All subcontracts exceeding $10,000 shall contain all
provisions of this contract.
13. NOTICES
All official notices relative to this Agreement shall be in writing and addressed to the
following representatives of Construction Manager and City:
CONSTRUCTION MANAGER
CITY
Ali Cayir, PE, Principal
Transtech Engineers, Inc.
198 N. Arrowhead Ave. Suite I
San Bernardino, CA 92408
Mr. James G. Funk
Director of Development Services
300 N. "0" Street
San Bernardino, CA 92418
14. RESPONSIBILITIES OF PARTIES
A. The Construction Manager may reasonably rely upon the accuracy of data provided
by the City or its agents.
B. Upon completion of all work under this contract, ownership and title to all reports,
documents, plans, specifications, and estimates produced as part of this contract will
automatically be vested in the City and no further agreement will be necessary to
transfer ownership to the City.
C. It is understood and agreed that all calculations, drawings and specifications, whether
in hard copy or machine readable form are intended for one-time use in the
construction of the project for which this contract has been entered into.
D. The Construction Manager is not liable for claims, liabilities or losses arising out of,
or connected with, the modification or misuse by the City of the machine readable
information and data provided by the Construction Manager under this Agreement;
further, the Construction Manager is not liable for claims, liabilities or losses arising
out of, or connected with, any use by the City of the project docurnentation on other
projects, for additions to this project, or for the completion of this project by others,
excepting only such use as may be authorized, in writing, by Construction Manager.
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E. For the purpose of determining compliance with Public Contract Code Section
10115, et. seq. and Title 21, California Code of Regulations, Chapter 21, Section
2500 et. seq., when applicable, and other matters connected with the performance of
the contract pursuant to Government Code Section 8546.7, the Construction
Manager, subconsultant, and the City shall maintain all the books, documents,
papers, accounting records, and other evidence pertaining to the performance of the
contract, including but not limited to, the costs of administering the contract.
All parties shall make such materials available at their respective offices at all
reasonable times during the contract period and for three years from the date of final
payment under the contract. The State, the State Auditor, FHW A, or any duly
authorized representative of the Federal government having jurisdiction under
Federal laws or regulations (including the basis of Federal funding in whole or in
part) shall have access to any books, records, and documents of the Construction
Manager that are pertinent to the contract for audits, examinations, excerpts, and
transactions, and copies thereof shall be furnished if requested.
15. COVENANT AGAINST CONTINGENT FEE
Construction Manager warrants that no person or selling agency has been employed or retained
to solicit or secure this Agreement upon an agreement or understanding for a commission,
percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established
commercial or selling agencies maintained by the Construction Manager for the purpose of
securing business. For breach or violation of this warranty, City shall have the right to terminate
this Agreement in accordance with the clause permitting termination for cause and, at its sole
discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full
amount of such commission, percentage, brokerage or contingent fee.
16. HOLD HARMLESS CLAUSE
A. Construction Manager shall indemnify, defend and hold free and harmless the City, its
officers, and its employees from all claims, damages, costs, expenses, and liability,
including, but not limited to attorney's fees, imposed upon them for any alleged
infringement of patent rights or copyrights of any person or persons in consequence of
the use by City, its officers, employees, agents, and other duly authorized representatives,
of programs or processes supplied to City by Construction Manager under this
Agreement.
13. The prevailing party in any legal action to enforce or interpret any provisions of this
Agreement will be entitled to recover from the losing party all reasonable attorneys' fees,
court costs, and necessary disbursements in connection with that action. The costs,
salary, and expense of the City Attorney and members of his office, in connection with
that action shall be considered as attorneys' fees for the purposes of this Agreement.
18. INDEMNITY
Construction Manager shall indemnify, defend and hold harmless City from and against any and
all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties,
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costs, expenses (including reasonable attorney's fees), and liabilities, of, by, or with respect to
third parties, which arise from Construction Manager's negligent performance of services under
this Agreement. Construction Manager shall not be responsible for, and City shall indemnify,
defend, and hold harmless Construction Manager from and against, any and all claims, demands,
suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses
(including reasonable attorney's fees) and liabilities of, by or with respect to third parties, which
arise from the City's negligent performance under this Agreement. With respect to any and all
claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties,
costs, expenses (including reasonable attorney's fees) and liabilities of, by or with respect to
third parties, which arise from the joint or concurrent negligence of Construction Manager and
City, each party shall assume responsibility in proportion to the degree of its respective fault.
19. LIABILITY /INSURANCE
Construction Manager shall maintain insurance policies meeting the minimurn requirements set forth
herein. All insurance maintained by the Construction Manager shall be provided by insurers
satisfactory to the City. Certificates evidencing all insurance coverage required herein shall be
delivered to the City prior to the Construction Manager performing any of the services under this
Agreement. All insurance certificates required herein shall name the City as an additional insured
and provide for thirty-(30) days written notice from the insurer to the City prior to cancellation of
any insurance policy of the Construction Manager.
A. Errors and Omissions. The Construction Manager shall maintain errors and omissions
insurance with a combined single limit of not less than One Million Dollars
($1,000,000.00) per occurrence.
B. Comorehensive General Liability and Automobile Insurance. The Construction Manager
shall maintain comprehensive general liability and automobile liability insurance with a
combined single limit of not less than One Million Dollars ($1,000,000.00) per
occurrence.
C. Worker's Comoensation Insurance. The Construction Manager shall maintain worker's
compensation insurance in accordance with the laws of the State of California for all
workers employed by the Construction Manager.
20. VALIDITY
Should any provision herein be found or deemed to be invalid, this Agreement shall be construed as
not containing such provision, and all other provisions which are otherwise lawful shall remain in
full force and affect, and to this end the provisions of this Agreement are declared to be severable.
21. ENTIRE AGREEMENT
This Agreement represents the entire and integrated agreement between the parties hereto and
supersedes all prior and contemporaneous negotiations, representations, understandings, and
agreements, whether written or oral, with respect to the subject matter thereof. This Agreement may
be amended only by written instrument signed by both parties.
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2001-116
AGREEMENT FOR Professional Construction Management Services with Transtech Engineers, mc..
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date
written above by their duly authorized officers on their behalf.
ATTEST:
CITY OF SAN BERNARDINO
BY: ~. lJ. ClttJ.____
Rachel CI , CIty Clerk
City of San Bernardino
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BY: 'L'tl (t:,--
A' h Valles, Mayor
( if of San Bernardino
TRANS TECH ENGINEERS, INC.
BY:
NAME:
Ali Cayir, P.E.
TITLE:
Princioal
Approved as to form
and legal content:
JAMES F, PENMAN
City Attorney
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