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HomeMy WebLinkAboutCDC/2011-24 1 2 3 4 5 6 7 8 9 RESOLUTION NO. CDC/2011-24 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE AGENCY AND V ANIR CONSTRUCTION MANAGEMENT, INC., FOR CONSTRUCTION MANAGEMENT SERVICES FOR THEATER SQUARE (CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA) WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a 10 public body, corporate and politic existing under the laws of the State of California, California 11 Community Redevelopment Law, Health and Safety Code Section 33000, et seq. (the "CRL"), and 12 is charged with the mission of redeveloping blighted and underutilized land; and 13 WHEREAS, the Community Development Commission of the City of San Bernardino (the 14 "Commission") is the governing body for the Agency; and WHEREAS, the Agency's first steps in the revitalization of its Downtown is the 15 16 implementation of its plan for Theater Square which is bounded on the north by 5th Street, on the 17 south by 4th Street, on the west by "F" Street, and on the east by "E" Street; and 18 WHEREAS, in January 2011, the Agency Staff released a Request for Proposal ("RFP") for 19 architectural and engineering design services to design a site plan for the vacant multiplex cinema 20 located at 450 North "E" Street (the Site"); and 21 WHEREAS, on April 7, 2011, Agency Staff recommended to the Redevelopment 22 Committee that the agreement for professional services ("Agreement") be entered into with Vanir 23 Construction Management, Inc. ("Consultant"), to perform construction management services for 24 the construction of the access road/pedestrian walkway needs of the Site; and 25 WHEREAS, the Agency Staff recommends to the Commission approval and authorization 26 for the Interim Executive Director of the Agency to sign said Agreement in the amount of$110,690, 27 attached hereto as Exhibit "A." 28 1 P:\Agendas\Resolutions\Resolutions\201 1\05-02-1 1 Vanir - PSA CDC Reso.docx CDC/2011-24 1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE 2 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS 3 FOLLOWS: 4 Section 1. The information set forth in the above recitals of this Resolution is true and 5 correct. 6 Section 2. The Commission hereby approves and hereby authorizes the Interim Execute 7 Director of the Agency to execute the Agreement with the Consultant, on behalf of the Agency 8 together with such technical and conforming changes as may be recommended by the Interim 9 Executive Director and approved by the Agency Counsel and the City Attorney. The Interim 10 Executive Director of the Agency or such other designated representative of the Agency is further 11 authorized to do any and all things and take any and all actions as may be deemed necessary or 12 advisable to effectuate the purposes of the Agreement, including making non-substantive 13 modifications to the Agreement. 14 Section 3. This Resolution shall take effect from and after its date of adoption by this 15 Commission. 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 III 24 III 25 III 26 III 27 III 28 III 2 P:\Agendas\Resolutions\Resolutions\1011\OS-02-11 Vanir - PSA CDC Reso.docx 1 2 3 4 5 6 7 CDC/2011-24 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE AGENCY AND V ANIR CONSTRUCTION MANAGEMENT, INC., FOR CONSTRUCTION MANAGEMENT SERVICES FOR THEATER SQUARE (CENTRAL CITY NORTH REDEVELOPMENT PROJECT AREA) I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a i oint regular , 2011, by the following vote to wit: 19 Abstain Absent x c-":; c Secretary 20 ~Ji The foregoing Resolution is hereby approved this "1 day of May 21 22 23 24 Approved as to Form: 25 26 By: '\ ~-X1i Agen oGsel 27 28 , 2011. J. olTis, erson unity Development Commission of the City of San Bernardino 3 P:\Agendas\Resolutions\Resolutions\2011 \05-02-11 Vanir - PSA CDC Resodocx CDC/2011-24 EXHIBIT "A" REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES V ANIR CONSTRUCTION MANAGEMENT, INC. This AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered into as of , 2011 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic, and V ANIR CONSTRUCTION MANAGEMENT, INC. (the "Consultant"). NOW, THEREFORE, IN CONSIDERA TION OF THE COVENANTS AND MUTUAL PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit "A" shall be responsible for the direction of any work to be performed by the Consultant and any other consultants or sub-consultants to the Agency under this Agreement. The Consultant shall not undertake any work under the terms of this Agreement, unless instructed to do so by one of the designated staff members. No other staff member is authorized by the Agency to request services from the Consultant. 2. TERM OF AGREEMENT. The term of this Agreement shall commence on the date first appearing in this Agreement and will terminate upon the completion of the services described in the Scope of Services as referenced in Section 3, unless earlier terminated as provided in this Agreement. The Agency reserves the right through the actions of the Interim Executive Director to terminate this Agreement at anytime either with or without cause and at the sole convenience of the Agency upon delivery of notice of termination to the Consultant; provided, however, that upon the effective date of any such termination, the Agency shall be responsible to pay and/or reimburse the Consultant for all services, materials and supplies as may have been furnished to the Agency in accordance with the Scope of Services as referenced in Section 3. 3. SCOPE OF CONSULTANT SERVICES. The Agency hereby retains the Consultant to provide the professional consulting services set forth in the Scope of Services attached hereto as Exhibit "B" and incorporated herein by this reference. The Consultant hereby agrees to perform the work set forth in the Scope of Services, in accordance with the terms of this Agreement. The Consultant shall perform the services as set forth on said Scope of Services within the time periods to be identified by the appropriate Agency representative. 1 P:lAgendas\Agenda AttachmentslExhibits\2011\05-02-11 Vanir - Exhibit A tn CDC Reso.docx CDC/2011-24 4. PAYMENT BY AGENCY FOR WORK PERFORMED BY CONSULTANT. A. The Agency shall compensate the Consultant in an aggregate amount not to exceed $110,690 for completion of the services described in the Scope of Services set forth in Exhibit "B," billed monthly to the Agency on a time and materials basis for the services as actually rendered for each monthly period not to exceed in the aggregate the Total Fee for the performance of the work and the delivery of the final work product. B. The compensation designated in subsection 4. A. shall be the Total Fee for the performance of the work and the delivery of the final work product materials, as set forth in the Scope of Services. The Total Fee shall include, but not be limited to, the salaries of all sub-consultants retained by the Consultant and all employees of the Consultant to perform work pursuant to this Agreement and shall be inclusive of all costs and expenses incurred for mileage, travel, graphics, telephone, printing, fax transmission, postage, copies and such other expenses related to completion of the work set forth in the Scope of Services. C. The Consultant shall invoice the Agency for work performed by the Consultant under this Agreement each calendar month during the term of this Agreement. D. The Consultant shall submit invoices under this Agreement to: Redevelopment Agency of the City of San Bernardino Attention: Kathleen Robles, Project Manager 201 North "E" Street, Suite 301 San Bernardino, California 92401 E. Each invoice of the Consultant shall set forth the time and expenses of the Consultant incurred in performance of the Scope of Services, during the period of time for which the invoice is issued. Each invoice of the Consultant shall clearly set forth the names of the individual personnel of the Consultant and any individual sub-consultants utilized by the Consultant, during the time period covered by the invoice, a description of the professional services rendered on a daily basis by each named individual during such time period, the respective hourly rates of each named individual and the actual time expended by each named individual. Each invoice of the Consultant shall be accompanied by copies of all third party invoices for other direct costs incurred and paid by the Consultant during such time period. The Agency shall pay all amounts set forth on the invoices of the Consultant and approved by the authorized Agency Staff personnel who requested the services, within thirty (30) days after such approval. 5. RECORDS RETENTION. Records, maps, field notes and supporting documents and all other records pertaining to the use of funds paid to the Consultant hereunder shall be retained by the Consultant and available to the Agency for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the Agency and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Consultant. If the Consultant does not maintain regular business hours, then such records shall be available for inspection between the hours of 9 a.m. and 4 p.m. Monday 2 P:\Agendas\Agenda Attachments\Exhibits\2011\OS-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Consultant by the Agency under this Agreement, such records shall be retained by the Consultant until all such litigation or audit has been resolved. 6. INDEMNIFICATION. The Consultant shall defend, indemnify and hold harmless the Agency, its officers, employees, representatives, and agents from and against any and all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys fees, for injury or damage of any type claimed as a result of the negligent acts or omissions of the Consultant, its officers, employees, sub-consultants and agents, to the extent arising from or related to negligent performance by the Consultant of the work required under this Agreement. 7. INSURANCE. The Consultant shall maintain insurance, as set forth in Exhibit "C" to this Agreement, throughout the term of this Agreement. The Consultant shall remain liable to the Agency pursuant to Section 6. above to the extent the Consultant is not covered by applicable insurance for all losses and damages incurred by the Agency that are caused directly or indirectly through the actions or inactions, willful misconduct or negligence of the Consultant in the performance of the duties incurred by the Consultant pursuant to this Agreement. 8. OWNERSHIP AND REUSE OF DOCUMENTS AND OTHER MATERIALS AND INFORMATION. All maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents generated by or on behalf of the Consultant for performance of the work (collectively, the "Work Products") set forth in the Scope of Services shall upon payment for those services embodying the particular element of the Work Products, become the sole property of the Agency, and the Work Products shall thereafter be delivered to the Agency upon written request from the Agency to the Consultant. The Consultant shall not make use of any maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents and other materials whether for marketing purposes or for use with other clients when such have become the property of the Agency without the prior express written consent of the Agency except to the extent that such maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents are readily available to the general public as public records pursuant to State law; provided, however, that the Consultant may retain copies of any such items for their business records. The Consultant shall execute, acknowledge and perform any and all acts which shall be reasonably required in order for the Agency to establish unequivocal ownership of the maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents and record, register and procure an issuance in or to the Agency's rights, title and/or interest. Any reuse without written verification or adaptation by the Consultant for the specific purpose intended will be at the Agency's sole risk and without liability or legal exposure to the Consultant. 3 P:\Agendas\Agenda Attachments\Exhibits\2011\05-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/20ll-24 9. PRESS RELEASES. Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Consultant under this Agreement shall only be made by the Consultant with the prior written consent of the Agency. 10. CONFIDENTIALITY OF MATERIALS AND INFORMATION. The Consultant shall keep confidential all reports, survey notes and observations, information, and data acquired or generated in performance of the work set forth in the Scope of Services, which the Agency designates confidential. None of such designated confidential materials or information may be made available to any person or entity, public or private, without the prior written consent of the Agency. 11. DEFAULT AND REMEDIES. A. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided, however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within seven (7) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. B. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties under this Agreement are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. In the event that a default of any party to this Agreement may remain uncured for more than seven (7) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings. 12. TERMINATION. A. This Agreement may be terminated by either party for any reason by giving the other party fifteen (15) calendar days' prior written notice. The Agency shall pay the Consultant for all work authorized by the Agency and completed, prior to the effective termination date. B. In the event of a termination of this Agreement under this Section 12, the Consultant shall provide all documents, notes, maps, reports, data or other work product developed in 4 P:\Agendas\Agenda Attachments\Exhibits\2011\05-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 performance of the Scope of Services of this Agreement to the Agency, within ten (10) calendar days of such termination and without additional charge to the Agency. 13. NOTICES. All notices given hereunder shall be in writing. Notices shall be presented in person or by certified or registered United States Mail, return receipt requested, postage prepaid or by overnight delivery by a nationally recognized delivery service to the addresses set forth below. Notice presented by United States Mail shall be deemed effective on the third business day following the deposit of such Notice with the United States Postal Service. This Section 13 shall not prevent the parties hereto from giving notice by personal service or telephonically verified fax transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. Either party may change their address for receipt of written notice by notifying the other party in writing of a new address for delivering notice to such party. CONSULTANT: Vanir Construction Management, Inc. Attention: Peter Watts, Project Director 290 North "D" Street, Suite 900 San Bernardino, CA 9240 I AGENCY: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 9240 I 14. COMPLIANCE WITH LAW. The Consultant shall comply with all local, state, and federal laws, including, but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Consultant under this Agreement. The Consultant shall maintain all necessary licenses, including a City of San Bernardino Business License, and registrations for the lawful performance of the work required of the Consultant under this Agreement. IS. NONDISCRIMINATION. The Consultant shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Consultant hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status of national origin. Further, the Consultant shall promote affirmative action in its hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading and promotion. In addition, the Consultant shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 16. CONSULTANT AND EACH SUB-CONSULTANT ARE INDEPENDENT CONTRACTORS. The Consultant shall at all times during the performance of any work described in the Scope of Services be deemed to be an independent contractor. Neither the Consultant nor any of its sub- consultants shall at any time or in any manner represent that it or any of its employees are employees of the Agency or any member agency of the Agency. The Agency shall not be requested or ordered to assume any liability or expense for the direct payment of any salary, wage or benefit to any person employed by the Consultant or its sub-consultants to perform any item of 5 P:\Agendas\Agenda Attachments\Exhibits\2011\OS-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 work described in the Scope of Services. The Consultant is entirely responsible for the immediate payment of all sub-consultant liens. 17. SEVERABILITY. Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties. This Agreement supersedes all prior negotiation, discussions and agreements between the parties concerning the subject matters covered herein. The parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 19. AMENDMENT OR MODIFICATION. This Agreement may only be modified or amended by written instrument duly approved and executed by each of the parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the parties hereto, following all necessary approvals and. authorizations for such execution. 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 21. NON - WAIVER. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 22. ASSIGNMENT. This Agreement may not be assigned by the Consultant without the prior written consent of the Agency. 23. REPRESENTATIONS OF PERSONS EXECUTING AGREEMENT. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the parties each purports to represent. 24. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one (1) or more counterparts, each of which will constitute an original. 25. EFFECTIVENESS OF AGREEMENT AS TO THE AGENCY. This Agreement shall not be binding on the Agency until signed by an authorized representative of the Consultant, approved by the government board of the Agency and executed by the Interim Executive Director or his designee. 6 P:\Agendas\Agenda AttachmentslExhibits\201 1\05-02-1 1 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 26. CONFLICTS OF INTEREST. The Consultant hereby represents that it has no interests adverse to the Agency or the City at the time of execution of this Agreement except as previously disclosed to the Agency Staff. The Consultant hereby agrees that, during the term of this Agreement, the Consultant shall not enter into any agreement or acquire any interests detrimental or adverse to the Agency or the City. Additionally, the Consultant hereby represents and warrants to the Agency that the Consultant and any partnerships, individual persons or any other party or parties comprising the Consultant, together with each sub-consultant who may hereafter be designated to perform services pursuant to this Agreement, do not have and, during the term of this Agreement, shall not acquire any property ownership interest, business interests, professional employment relationships, contractual relationships of any nature or any other financial arrangements relating to the Agency, property over which the Agency has jurisdiction or any members or staff of the Agency that have not been previously disclosed in writing to the Agency, and that any such property ownership interests, business interests, professional employment relationships, contractual relationships or any nature or any other financial arrangements will not adversely affect the ability of the Consultant to perform the services to the Agency as set forth in this Agreement. 27. NON-EXCLUSIVITY. This Agreement shall not create an exclusive relationship between the Agency and the Consultant for the services set forth in Exhibit "B" or any similar or related services. The Agency may, during the term of this Agreement, Agreement with other consultants for the performance of the same, similar or related services as those that may be performed by the Consultant under this Agreement. The Agency reserves the discretion and the right to determine the amount of services to be performed by the Consultant for the Agency under this Agreement, including not requesting any services at all. This Agreement only sets forth the terms upon which any such services will be provided to the Agency by the Consultant, if such services are requested by the Agency, as set forth in this Agreement. 28. CONSEQUENTIAL DAMAGES & LIMITATION OF LIABILITY. The Agency and Consultant agree that except as otherwise provided in this Section 28, in no event will either be liable to the other under this Agreement for any damages including but not limited to, special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of Agreement, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of Agreement, tort, strict liability or otherwise of the Consultant and the Agency, their employees or sub-consultants. 29. BUSINESS REGISTRATION CERTIFICATE. The Consultant warrants that it possesses, or shall obtain immediately after the execution and delivery of this Agreement, and maintain during the period of time that this Agreement is in effect, a business registration certificate pursuant to Title 5 of the City of San Bernardino Municipal Code, together with any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to be maintained by the Consultant to conduct its business activities within the City. 7 P:\Agendas\Agenda Attachments\Exhibits\2011\05-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated next to the authorized signatures of the officers of each of them as appear below. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Dated: By: NOT FOR SIGNATURE Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By: NOT FOR SIGNATURE Agency Counsel CONSULTANT Vanir Construction Management, Inc. By: NOT FOR SIGNATURE Name: Dated: Title: 8 P:\Agendas\Agenda Attachments\Exhibits\2011\OS-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 EXHIBIT" A" SUPERVISORY STAFF PERSONNEL Agency Staff: Emil Marzullo, Interim Executive Director Kathleen Robles, Project Manager 9 P:\Agendas\Agenda Attachments\Exhibits\2011\OS-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 EXHIBIT "B" SCOPE OF SERVICES 10 P:\Agendas\Agenda Attachments\Exhibits\2011\OS-Ol-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 Vanir Construction Management, Inc. Scope of Work Proposal for The San Bernardino Economic Development Agency Theater Square March 21,2011 INTRODUCTION The Scope of Work identified below is based upon the City of San Bernardino's Economic Development Agency (SBEDA) Request for Proposal for Theatre Square dated January 21,2011, pre-proposal meeting held on February 2, 2011, Addendum #1 dated February 17, 2011, and a Design Scope Meeting and Site Walk held on Friday 11, 2011 at SBEDA. The option of a "Fast Track" approach to this project has been discussed. This will entail multiple bid packages that are packaged in the sequence of work and would allow the project to move forward while future work is still in various stages of development and approval. For the purposes of this proposal the multiple Bid Phases for this project do not exceed three (3). See Exhibit A, Staffing Fee Schedule. BID AND AWARD PHASE Bidding Assistance: The Vanir Construction Management Team will assist the SBEDA and their design team in the coordination and processing of the Bid and Award Phase. Vanir CM will be available to provide assistance at each Pre- Bid Meeting. CONSTRUCTION MANAGEMENT Manage and Control of the Construction Phase: Vanir Construction Management will use state-of-the-art tools and techniques, including Constructability reviews, scheduling, cost control systems and document control systems to effectively manage the project. We will look ahead to identify potential problems early and help to resolve them before they occur, to pinpoint opportunities to save time and money, and to work aggressively to achieve the best results possible. Vanir is an active corporate member of the Construction Management Association of America (CMM) and we follow the principles espoused by CMM in delivering the project. Our approach to your projects will be addressed in terms of the management objectives described below: CDC/2011-24 Time Management Cost Management Quality Management Information Management Safety (Risk) Management Scheduling Services (Time Management): Vanir Construction Management schedule management involves; 1) Understanding the site and operational issues, construction time-windows, and environmental sensitivities, 2) Developing sequencing strategies that will match priorities and, 3) Having a constant, hands-on anticipation and mitigation of schedule impediments. We provide scheduling reviews to confirm that Contractor documentation of timelines and activities are what are necessary to build your project under the terms of their Contract with the SBEDA. We will use our scheduling knowledge to help ensure construction teams do what they need to do to stay on fast track. Vanir will use the Scheduling Software that the SBEDA requires. We will maintain Critical Path Schedule review with monthly updates and a weekly "Look Ahead" schedule for our weekly project construction meetings. Cost Management: Cost management during the construction phase is accomplished by monitoring construction progress on a daily basis, and proactively identifying, tracking, evaluating and resolving requests for potential changes. We will help ensure that change orders are managed properly, fairly, and in a timely manner. Change Order Management While Vanir will not provide a full estimating service for this project, a limited estimating service will be provided during the Change Order Management stages of the project. This estimated cost analysis will be capable of establishing real-time costs from various resources, including trades in the immediate area of the project, to help support cost negotiations working with the SBEDA and their Design and Management Teams. When a potential change is first identified, we will work with the Contractor and the Design Team to clearly define the scope of the change and remove all existing contract-related work from the potential change. Once a clear change scope has been identified, the Contractor can properly prepare a cost proposal, and we can more reasonably evaluate the Contractor's cost proposal. When the scope of the potential change is clearly identified and agreed to, negotiation and reconciliation of reasonable costs for added or deducted work can be properly justified. Once a change order is agreed upon we will help ensure that it is added to the contract and paid in a timely manner. CDC/2011-24 Constructability Review Vanir will perform Constructability Reviews (CRs) of the Construction Documents and Specifications for each bid package. The quantity of bid packages has been reasonably established to not exceed three (3), as identified in the Staffing Fee Schedule Exhibit A. The CR will allow the SBEDA Design Team(s) to make corrections to the construction documents based on the comments provided from the review. The review is conducted by our team to help ensure that the documents contain the least amount of errors possible. Vanir has documented the "lessons learned" from our experience in Constructability Reviews, in the form of checklist items. These items compose the backbone of our CR program. We will use these checklist items to review the documents provided. Quality Management: Vanir will foster an environment of continuous review, certification, inspection and testing of project components, including persons, systems, materials, documents, techniques and workmanship to help ensure that all components of the project conform to the plans, specifications, design intent, applicable standards and project requirements. We will review the Work in progress and report any concerns to the SBEDA, the SBEDA's Inspector of Record and the Contractor. We will work closely with the SBEDA's assigned Inspector(s), providing assistance in the coordination of inspections and site monitoring. Safety (Risk) Management: Safety on the jobsite is the single most important aspect of a project. Some Contractor's have been observed by Vanir to have initially a very lax approach to project safety. Vanir will effectively emphasize safety on the project and help ensure that any less vigilant sub-contractors become more responsible "safety alert" team members. Vanir will confirm that Contractors provide their Safety Manual (Plan) and certifications of worker safety training. The basic objectives of an adequate safety plan include provisions that address compliance with Cal OSHA requirements, address safety and substance abuse, redress working in an unsafe work environment, and address employee/worker responsibilities for knowing and abiding by safety rules and as they apply to his or her tasks. Safety is everyone's responsibility. Close Out: Upon completion of construction, the Vanir Project Team will prepare "Record of Revision" drawings based on approved revisions, red-lined plans provided by the City's field inspector or superintendent CDC/2011-24 representing work completed, and contractor redlines. The revision drawings will be incorporated into an "As-Built" set of Construction documents, as identified earlier, for the City's use. Punch-List Vanir will develop a punch-list to address all construction once the project is certified as Substantially Complete. This comprehensive punch list will include all Design Team, Inspector and Construction Manager's observations. A check-List will be prepared and all punch-list items will be confirmed as complete prior to the City's acceptance and Final Completion. Warranty Work Vanir will initiate a system that identifies all warranty items that are expressed or implied from contractors, manufacturers or suppliers for work performed and materials furnished under the SBEDA Contract. This system shall also include the length of the warranty periods, names and addresses of contact personnel, any operational and maintenance requirements necessary to preclude the invalidation of a specific warranty, and operational and maintenance manuals furnished by the contractor, manufacturer or supplier. This information will be distributed and coordinated with the City and the City's operational and maintenance personnel during the closeout phase of the projects. We will also assist the City in establishing procedures to ensure that proper operational and maintenance requirements are performed to preclude invalidation of warranties. Coordinating Start-Up Vanir will coordinate and help schedule all final testing of any equipment and ensure that the contractor's obligation in providing the proper testing is fulfilled. Coordinating Personnel Training If required, we will coordinate and schedule training sessions for maintenance and operations personnel and ensure that the contractors' obligation in training is fulfilled. CDC12011-24 0 0 0 0 0 0 0 g 0 ~ 0 0 ~ . ~ .. .. '" N ~ .. .. .... Ei ~ :i :i ! ::i ~ ;5 0 I- ~ " ~ <: o!- " 0 ~ ~ 0 ~ ~ '" .. '" n n N ell " ~ ~ ~ ~ ~ ~ ~ ...J = ~ . 0 ~ 0: C '" j N a. :i! '" ~~ {! 0 0 0 0 . 0 w r! ~ . '" N n ~ ~ " :t: ~ '" .... (5 ~ ~ ;5 >- .il 0 In -! I- 0 0 0 0 0 0 0: ~ ... 0 0 0 0 0 0 .E c . , C/) N 0 0 0 0 0 0 W 0 0 () N . 0 :; 0 0 0 0 0 0 n: > .. 0 W z C/) .! 0 0 0 0 . 0 W N .. I- ~ 0 n: 0 z "t:I W <C Q) 0 0 0 0 . 0 <C :J .c ~ N .. :E (,) . 0 UI !::: w C/) C) C/) 0 0 :6 0 . 0 en Q) N :I: <C n: Q) z W LL >< <C l- t>> 0 0 0 0 . ~ N .. w :E <C s: :li W lE z :I: 0 0 0 0 . ~ 0 ca . N .. I- - c , i= C/) , () 0 0 0 0 . ~ N .. :J . '" n: 0 I- 0 0 0 0 0 IB N C/) .. Z 0 ~ I 0 0 0 0 0 0 0 U N . '", 0: W " :i! I t ~ ~ ~ z I ~ ; 0 :IE >= 8 " .2 ::l is ~ i i ~ ~ I UI I .3 .... z c ~ i 0 't: e " ;; " .. .. UI W " CDC/2011-24 EXHIBIT "C" INSURANCE REQUIREMENTS The Consultant shall maintain insurance policies issued by an insurance company or companies authorized to do business in the State of California and that maintain during the term of the policy a "General Policyholders Rating" of at least A(v), as set forth in the then most current edition of "Bests Insurance Guide," as follows: (1) Comprehensive General Liability Insurance. The Consultant shall maintain comprehensive general liability insurance of not less than Two Million Dollars ($2,000,000.00) combined single limit, per occurrence. (2) Automobile Insurance. The Consultant and each of its sub-consultants shall maintain comprehensive automobile liability insurance of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for each vehicle leased or owned by the Consultant or its sub-consultants and used in performing work under this Agreement. (3) Worker's Compensation Insurance. The Consultant and each of its sub-consultants shall maintain worker's compensation coverage in accordance with California workers' compensation laws for all workers under the Consultant's and/or sub- consultant's employment performing work under this Agreement. (4) Errors and Omissions Coverage. The Consultant shall maintain an insurance policy covering liability for errors and omissions of the Consultant in performing the Scope of Services of this Agreement in an amount of not less than One Million Dollars ($1,000,000.00). Concurrent with the execution of this Agreement and prior to the commencement of any work by the Consultant, the Consultant shall deliver to the Agency, copies of policies or certificates evidencing the existence of the insurance coverage required herein, which coverage shall remain in full force and effect continuously throughout the term of this Agreement. Each policy of insurance that Consultant purchases in satisfaction of the insurance requirements of this Agreement shall name the Agency as an additional insured and shall provide that the policy may not be cancelled, terminated or modified, except upon thirty (30) days prior written notice to the Agency. 11 P:\Agendas\Agenda Attachments\Exhibits\2011\OS-02-11 Vanir - Exhibit A to CDC Reso.docx CDC/2011-24 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AGREEMENT FOR PROFESSIONAL SERVICES V ANIR CONSTRUCTION MANAGEMENT, INC. This AGREEMENT FOR PROFESSIONAL SERVICES (this "Agreement") is made and entered into as of May 2,2011 by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (the "Agency"), a public body, corporate and politic, and V ANIR CONSTRUCTION MANAGEMENT, INC. (the "Consultant"). NOW, THEREFORE, IN CONSIDERA TION OF THE COVENANTS AND MUTUAL PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SUPERVISION OF CONSULTANT. The Agency Staff designated in Exhibit "A" shall be responsible for the direction of any work to be performed by the Consultant and any other consultants or sub-consultants to the Agency under this Agreement. The Consultant shall not undertake any work under the terms of this Agreement, unless instructed to do so by one of the designated staff members. No other staff member is authorized by the Agency to request services from the Consultant. 2. TERM OF AGREEMENT. The term of this Agreement shall commence on the date first appearing in this Agreement and will terminate upon the completion of the services described in the Scope of Services as referenced in Section 3, unless earlier terminated as provided in this Agreement. The Agency reserves the right through the actions of the Interim Executive Director to terminate this Agreement at anytime either with or without cause and at the sole convenience of the Agency upon delivery of notice of termination to the Consultant; provided, however, that upon the effective date of any such termination, the Agency shall be responsible to pay and/or reimburse the Consultant for all services, materials and supplies as may have been furnished to the Agency in accordance with the Scope of Services as referenced in Section 3. 3. SCOPE OF CONSULTANT SERVICES. The Agency hereby retains the Consultant to provide the professional consulting services set forth in the Scope of Services attached hereto as Exhibit "B" and incorporated herein by this reference. The Consultant hereby agrees to perform the work set forth in the Scope of Services, in accordance with the terms of this Agreement. The Consultant shall perform the services as set forth on said Scope of Services within the time periods to be identified by the appropriate Agency representative. I P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services.docx CDC/2011-24 4. PAYMENT BY AGENCY FOR WORK PERFORMED BY CONSULTANT. A. The Agency shall compensate the Consultant in an aggregate amount not to exceed $110,690 for completion of the services described in the Scope of Services set forth in Exhibit "B," billed monthly to the Agency on a time and materials basis for the services as actually rendered for each monthly period not to exceed in the aggregate the Total Fee for the performance of the work and the delivery of the final work product. B. The compensation designated in subsection 4. A. shall be the Total Fee for the performance of the work and the delivery of the final work product materials, as set forth in the Scope of Services. The Total Fee shall include, but not be limited to, the salaries of all sub-consultants retained by the Consultant and all employees of the Consultant to perform work pursuant to this Agreement and shall be inclusive of all costs and expenses incurred for mileage, travel, graphics, telephone, printing, fax transmission, postage, copies and such other expenses related to completion of the work set forth in the Scope of Services. C. The Consultant shall invoice the Agency for work performed by the Consultant under this Agreement each calendar month during the term of this Agreement. D. The Consultant shall submit invoices under this Agreement to: Redevelopment Agency of the City of San Bernardino Attention: Kathleen Robles, Project Manager 201 North "E" Street, Suite 301 San Bernardino, California 92401 E. Each invoice of the Consultant shall set forth the time and expenses of the Consultant incurred in performance of the Scope of Services, during the period of time for which the invoice is issued. Each invoice of the Consultant shall clearly set forth the names of the individual personnel of the Consultant and any individual sub-consultants utilized by the Consultant, during the time period covered by the invoice, a description of the professional services rendered on a daily basis by each named individual during such time period, the respective hourly rates of each named individual and the actual time expended by each named individual. Each invoice of the Consultant shall be accompanied by copies of all third party invoices for other direct costs incurred and paid by the Consultant during such time period. The Agency shall pay all amounts set forth on the invoices of the Consultant and approved by the authorized Agency Staff personnel who requested the services, within thirty (30) days after such approval. 5. RECORDS RETENTION. Records, maps, field notes and supporting documents and all other records pertaining to the use of funds paid to the Consultant hereunder shall be retained by the Consultant and available to the Agency for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the Agency and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Consultant. If the Consultant does not maintain regular business hours, then such records shall be available for inspection between the hours of 9 a.m. and 4 p.m. Monday 2 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services.docx CDC/2011-24 through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Consultant by the Agency under this Agreement, such records shall be retained by the Consultant until all such litigation or audit has been resolved. 6. INDEMNIFICATION. The Consultant shall defend, indemnify and hold harmless the Agency, its officers, employees, representatives, and agents from and against any and all actions, suits, proceedings, claims, demands, losses, costs and expenses, including legal costs and attorneys fees, for injury or damage of any type claimed as a result of the negligent acts or omissions of the Consultant, its officers, employees, sub-consultants and agents, to the extent arising from or related to negligent performance by the Consultant of the work required under this Agreement. 7. INSURANCE. The Consultant shall maintain insurance, as set forth in Exhibit "C" to this Agreement, throughout the term of this Agreement. The Consultant shall remain liable to the Agency pursuant to Section 6. above to the extent the Consultant is not covered by applicable insurance for all losses and damages incurred by the Agency that are caused directly or indirectly through the actions or inactions, willful misconduct or negligence of the Consultant in the performance of the duties incurred by the Consultant pursuant to this Agreement. 8. OWNERSHIP AND REUSE OF DOCUMENTS AND OTHER MATERIALS AND INFORMATION. All maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents generated by or on behalf of the Consultant for performance of the work (collectively, the "Work Products") set forth in the Scope of Services shall upon payment for those services embodying the particular element of the Work Products, become the sole property of the Agency, and the Work Products shall thereafter be delivered to the Agency upon written request from the Agency to the Consultant. The Consultant shall not make use of any maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents and other materials whether for marketing purposes or for use with other clients when such have become the property of the Agency without the prior express written consent of the Agency except to the extent that such maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents are readily available to the general public as public records pursuant to State law; provided, however, that the Consultant may retain copies of any such items for their business records. The Consultant shall execute, acknowledge and perform any and all acts which shall be reasonably required in order for the Agency to establish unequivocal ownership of the maps, photographs, data, information, reports, drawings, specifications, computations, notes, renderings, designs, inventions, photographs, modifications, adoptions, utilizations, correspondence or other documents and record, register and procure an issuance in or to the Agency's rights, title and/or interest. Any reuse without written verification or adaptation by the Consultant for the specific purpose intended will be at the Agency's sole risk and without liability or legal exposure to the Consultant. 3 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011 \05-02-11 Vanir - Agreement for Professional Services,docx CDC/2011-24 9. PRESS RELEASES. Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Consultant under this Agreement shall only be made by the Consultant with the prior written consent of the Agency. 10. CONFIDENTIALITY OF MATERIALS AND INFORMATION. The Consultant shall keep confidential all reports, survey notes and observations, information, and data acquired or generated in performance of the work set forth in the Scope of Services, which the Agency designates confidential. None of such designated confidential materials or information may be made available to any person or entity, public or private, without the prior written consent of the Agency. 11. DEFAULT AND REMEDIES. A. Failure or delay by any party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided, however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within seven (7) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction or remedy, such party shall not be deemed to be in default hereunder. B. The party which may claim that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein. C. Any failure or delay by a party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties under this Agreement are cumulative and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. D. In the event that a default of any party to this Agreement may remain uncured for more than seven (7) calendar days following written notice, as provided above, a "breach" shall be deemed to have occurred. In the event of a breach, the injured party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings. 12. TERMINATION. A. This Agreement may be terminated by either party for any reason by giving the other party fifteen (15) calendar days' prior written notice. The Agency shall pay the Consultant for all work authorized by the Agency and completed, prior to the effective termination date. B. In the event of a termination of this Agreement under this Section 12, the Consultant shall provide all documents, notes, maps, reports, data or other work product developed in 4 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services.docx CDC!2011-24 performance of the Scope of Services of this Agreement to the Agency, within ten (10) calendar days of such termination and without additional charge to the Agency. 13. NOTICES. All notices given hereunder shall be in writing. Notices shall be presented in person or by certified or registered United States Mail, return receipt requested, postage prepaid or by overnight delivery by a nationally recognized delivery service to the addresses set forth below. Notice presented by United States Mail shall be deemed effective on the third business day following the deposit of such Notice with the United States Postal Service. This Section 13 shall not prevent the parties hereto from giving notice by personal service or telephonically verified fax transmission, which shall be deemed effective upon actual receipt of such personal service or telephonic verification. Either party may change their address for receipt of written notice by notifying the other party in writing of a new address for delivering notice to such party. CONSULTANT: Vanir Construction Management, Inc. Attention: Dave Anderson, Vice President! Area Manager 290 North D Street, Suite 900 San Bernardino, CA 92401 AGENCY: Redevelopment Agency of the City of San Bernardino Attention: Emil A. Marzullo, Interim Executive Director 201 North "E" Street, Suite 301 San Bernardino, California 92401 14. COMPLIANCE WITH LAW. The Consultant shall comply with all local, state, and federal laws, including, but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Consultant under this Agreement. The Consultant shall maintain all necessary licenses, including a City of San Bernardino Business License, and registrations for the lawful performance of the work required of the Consultant under this Agreement. 15. NONDISCRIMINATION. The Consultant shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Consultant hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status of national origin. Further, the Consultant shall promote affirmative action in its hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following: recruitment and recruitment advertising, employment, upgrading and promotion. In addition, the Consultant shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap or religion in compliance with State and Federal laws. 16. CONSULTANT AND EACH SUB-CONSULTANT ARE INDEPENDENT CONTRACTORS. The Consultant shall at all times during the performance of any work described in the Scope of Services be deemed to be an independent contractor. Neither the Consultant nor any of its sub- consultants shall at any time or in any manner represent that it or any of its employees are employees of the Agency or any member agency of the Agency. The Agency shall not be requested or ordered to assume any liability or expense for the direct payment of any salary, wage or benefit to any person employed by the Consultant or its sub-consultants to perform any item of 5 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services.docx CDC/2011-24 work described in the Scope of Services. The Consultant is entirely responsible for the immediate payment of all sub-consultant liens. 17. SEVERABILITY. Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties. This Agreement supersedes all prior negotiation, discussions and agreements between the parties concerning the subject matters covered herein. The parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. 19. AMENDMENT OR MODIFICATION. This Agreement may only be modified or amended by written instrument duly approved and executed by each of the parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the parties hereto, following all necessary approvals and authorizations for such execution. 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of San Bernardino. 21. NON- WAIVER. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 22. ASSIGNMENT. This Agreement may not be assigned by the Consultant without the prior written consent ofthe Agency. 23. REPRESENTATIONS OF PERSONS EXECUTING AGREEMENT. The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the parties each purports to represent. 24. EXECUTION IN COUNTERPARTS. This Agreement may be executed in one (1) or more counterparts, each of which will constitute an original. 25. EFFECTIVENESS OF AGREEMENT AS TO THE AGENCY. This Agreement shall not be binding on the Agency until signed by an authorized representative of the Consultant, approved by the government board of the Agency and executed by the Interim Executive Director or his designee. 6 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services.docx CDC/2011-24 26. CONFLICTS OF INTEREST. The Consultant hereby represents that it has no interests adverse to the Agency or the City at the time of execution of this Agreement except as previously disclosed to the Agency Staff and in particular with respect to other work being performed by the Consultant for constructability of Theater Square improvements. Consultant hereby agrees that, during the term of this Agreement, the Consultant shall not enter into any agreement or acquire any interests detrimental or adverse to the Agency or the City. Additionally, the Consultant hereby represents and warrants to the Agency that the Consultant and any partnerships, individual persons or any other party or parties comprising the Consultant, together with each sub-consultant who may hereafter be designated to perform services pursuant to this Agreement, do not have and, during the term of this Agreement, shall not acquire any property ownership interest, business interests, professional employment relationships, contractual relationships of any nature or any other financial arrangements relating to the Agency, property over which the Agency has jurisdiction or any members or staff of the Agency that have not been previously disclosed in writing to the Agency, and that any such property ownership interests, business interests, professional employment relationships, contractual relationships or any nature or any other financial arrangements will not adversely affect the ability of the Consultant to perform the services to the Agency as set forth in this Agreement. 27. NON-EXCLUSIVITY. This Agreement shall not create an exclusive relationship between the Agency and the Consultant for the services set forth in Exhibit "B" or any similar or related services. The Agency may, during the term of this Agreement, Agreement with other consultants for the performance of the same, similar or related services as those that may be performed by the Consultant under this Agreement. The Agency reserves the discretion and the right to determine the amount of services to be performed by the Consultant for the Agency under this Agreement, including not requesting any services at all. This Agreement only sets forth the terms upon which any such services will be provided to the Agency by the Consultant, if such services are requested by the Agency, as set forth in this Agreement. 28. CONSEQUENTIAL DAMAGES & LIMITATION OF LIABILITY. The Agency and Consultant agree that except as otherwise provided in this Section 28, in no event will either be liable to the other under this Agreement for any damages including but not limited to, special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of Agreement, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 28 shall apply regardless of fault, breach of Agreement, tort, strict liability or otherwise of the Consultant and the Agency, their employees or sub-consultants. 29. BUSINESS REGISTRATION CERTIFICATE. The Consultant warrants that it possesses, or shall obtain immediately after the execution and delivery of this Agreement, and maintain during the period of time that this Agreement is in effect, a business registration certificate pursuant to Title 5 of the City of San Bernardino Municipal Code, together with any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to be maintained by the Consultant to conduct its business activities within the City. 7 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services.docx CDC/2011-24 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated next to the authorized signatures of the officers of each of them as appear below. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Dated: os/;!/;/ I ~',.-..,-.-""-"- ~ ~"" ,_e' .....1 -.. .,~ ~.,,-' Approved as to Form and Legal Content: By: t/.i/~ (tt:-~~ \.rlr;V'-'~<-i1}"-" ,/ " Agency Counsel CONSULTANT Vanir Con truction Management, Inc. D d April 26, 2011 ate: By: ~)Name: Mans r Aliabadi Title: President/CEO 8 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services,docx CDC12011-24 EXHIBIT" A" SUPERVISORY STAFF PERSONNEL Agency Staff: Emil Marzullo, Interim Executive Director Kathleen Robles, Project Manager 9 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011 \05-02-11 Vanir - Agreement for Professional Services.docx CDC/2011-24 EXHIBIT "B" SCOPE OF SERVICES 10 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir. Agreement for Professional Services.docx Vanir Construction Management, Inc. Scope of Work Proposal for The San Bernardino Economic Development Agency Theater Square March 21, 2011 INTRODUCTION The Scope of Work identified below is based upon the City of San Bernardino's Economic Development Agency (SBEDA) Request for Proposal for Theatre Square dated January 21, 2011, pre-proposal meeting held on February 2, 2011, Addendum #1 dated February 17, 2011, and a Design Scope Meeting and Site Walk held on Friday 11, 2011 at SBEDA. The option of a "Fast Track" approach to this project has been discussed. This will entail multiple bid packages that are packaged in the sequence of work and would allow the project to move forward while future work is still in various stages of development and approval. For the purposes of this proposal the multiple Bid Phases for this project do not exceed three (3). See Exhibit A, Staffing Fee Schedule. BID AND A WARD PHASE Bidding Assistance: The Vanir Construction Management Team will assist the SBEDA and their design team in the coordination and processing of the Bid and Award Phase. Vanir CM will be available to provide assistance at each Pre-Bid Meeting. CONSTRUCTION MANAGEMENT Manage and Control of the Construction Phase: Vanir Construction Management will use state-of-the-art tools and techniques, including Constructability reviews, scheduling, cost control systems and document control systems to effectively manage the project. We will look ahead to identify potential problems early and help to resolve them before they occur, to pinpoint opportunities to save time and money, and to work aggressively to achieve the best results possible. Scheduling Services (Time Management): Vanir Construction Management schedule management involves; 1) Understanding the site and operational issues, construction time-windows, and environmental sensitivities, 2) Developing sequencing strategies that will match priorities and, 3) Having a constant, hands-on anticipation and mitigation of schedule impediments. We provide scheduling reviews to confirm that Contractor documentation of timelines and activities are what are necessary to build your project under the terms of their Contract with the SBEDA. We will use our scheduling knowledge to help ensure construction teams do what they need to do to stay on fast track. Vanir will use the Scheduling Software that the SBEDA requires. We will maintain Critical Path Schedule review with monthly updates and a weekly "Look Ahead" schedule for our weekly project construction meetings. Cost Management: Cost management during the construction phase is accomplished by monitoring construction progress on a daily basis, and proactively identifying, tracking, evaluating and resolving requests for potential changes. We will help ensure that change orders are managed properly, fairly, and in a timely manner. Change Order Management While Vanir will not provide a full estimating service for this project, a limited estimating service will be provided during the Change Order Management stages of the project. This estimated cost analysis will be capable of establishing real-time costs from various resources, including trades in the immediate area of the project, to help support cost negotiations working with the SBEDA and their Design and Management Teams. When a potential change is first identified, we will work with the Contractor and the Design Team to clearly define the scope of the change and remove all existing contract- related work from the potential change. Once a clear change scope has been identified, the Contractor can properly prepare a cost proposal, and we can more reasonably evaluate the Contractor's cost proposal. When the scope of the potential change is clearly identified and agreed to, negotiation and reconciliation of reasonable costs for added or deducted work can be properly justified. Once a change order is agreed upon we will help ensure that it is added to the contract and paid in a timely manner. Constructability Review Vanir will perform Constructability Reviews (CRs) of the Construction Documents and Specifications for each bid package. The quantity of bid packages has been reasonably established to not exceed three (3), as identified in the Staffing Fee Schedule Exhibit A. The CR will allow the SBEDA Design Team(s) to make corrections to the construction documents based on the comments provided from the review. The review is conducted by our team to help ensure that the documents contain the least amount of errors possible. Quality Management: Vanir will foster an environment of continuous review, certification, inspection and testing of project components, including persons, systems, materials, documents, techniques and workmanship to help ensure that all components of the project conform to the plans, specifications, design intent, applicable standards and project requirements. We will review the Work in progress and report any concerns to the SBEDA, the SBEDA's Inspector of Record and the Contractor. We will work closely with the SBEDA's assigned Inspector(s), providing assistance in the coordination of inspections and site monitoring. Safety (Risk) Management: Safety on the jobsite is the single most important aspect of a project. Some Contractor's have been observed by Vanir to have initially a very lax approach to project safety. Vanir will effectively emphasize safety on the project and help ensure that any less vigilant sub- contractors become more responsible "safety alert" team members. Vanir will confirm that Contractors provide their Safety Manual (Plan) and certifications of worker safety training. The basic objectives of an adequate safety plan include provisions that address compliance with Cal OSHA requirements, address safety and substance abuse, redress working in an unsafe work environment, and address employee/worker responsibilities for knowing and abiding by safety rules and as they apply to his or her tasks. Safety is everyone's responsibility. Close Out: Upon completion of construction, the Vanir Project Team will monitor the preparation of "Record of Revision" drawings based on approved revisions, red-lined plans provided by the City's field inspector or superintendent representing work completed, and contractor redlines. The revision drawings (prepared by the contracted design disciplines) will be incorporated into an "As-Built" set of Construction documents, as identified earlier, for the City's use. Punch-List Vanir will develop a punch-list to address all construction once the project is certified as Substantially Complete. This comprehensive punch list will include all Design Team, Inspector and Construction Manager's observations. A check-List will be prepared and all punch-list items will be confirmed as complete prior to the City's acceptance and Final Completion. Warranty Work Vanir will initiate a system that identifies all warranty items that are expressed or implied from contractors, manufacturers or suppliers for work performed and materials furnished under the SBEDA Contract. This system shall also include the length of the warranty periods, names and addresses of contact personnel, any operational and maintenance requirements necessary to preclude the invalidation of a specific warranty, and operational and maintenance manuals furnished by the contractor, manufacturer or supplier. This information will be distributed and coordinated with the City and the City's operational and maintenance personnel during the closeout phase of the projects. We will also assist the City in establishing procedures to ensure that proper operational and maintenance requirements are performed to preclude invalidation of warranties. Coordinating Start-Up Vanir will coordinate and help schedule all final testing of any equipment and help ensure that the contractor's obligation in providing the proper testing is fulfilled. Coordinating Personnel Training If required, we will coordinate and schedule training sessions for maintenance and operations personnel and help ensure the contractors' obligation in training is fulfilled. 0 0 0 0 0 0 0 0 ~ 0 0 ~ ~ ~ ~ 0 '" N ~ '" 0 S ~ :;i :;i ~- :i -' '" .... 0 i.! .... ..- " ..- c Ii 0 ~ , ~ M 0 ~ ~ ro Cl ~ '" M N ~ jil ~ ~ ~ ~ ~ ~ .J ~ ~ . !:. . ..- ~ e~ 0: .t: N ~ t :! . 8 0 0 0 0 ~ 0 - w .... ~ I! ;;; ~ '" N M W ~ II " U ~ ~ .t: = c: c: -' 5 0 ~ ~ '" .... '" '" 0 III III - .... 0 0 0 0 0 0 .0 . .. '- 0 0 0 0 0 0 0 c . .... , en N 0 0 0 0 0 0 W 0 u U N . 0 > I 0 0 0 0 0 0 c::: > '" 0 W z en Q) 0 0 0 0 ~ 0 W N '" I- ~ u c::: 0 Z "0 W < Q) 0 0 0 0 ~ 0 ::> .J:: - N '" :E (.) . 0 '" w en (!) en 0 0 0 0 ~ 0 Q) I g N '" <( c::: Q) '" Z W L1. <( I- 0 0 0 0 ~ ~ OJ I~ N '" :E <( c w lE z ::I: 0 0 0 0 ~ ~ CO . N '" 0 I- .... c , en , I- U 0 0 0 0 ~ ~ I ~ N '" ::> '" c::: 0 0 0 0 0 0 l- N en 0. '" Z 0 ~ I 0 0 0 0 0 0 0 U N . '", 0: W Cl '" z Ii. t - '" '" '" z ~ c ! 0 i '" ;:: c " ! ~ t :> i5 e: ;; ~ 0: en 0. u 0 -' z 11 . " . .. c c 0 ;t 0: ~ 0 0 " " " CDC/20ll-24 EXHIBIT "C" INSURANCE REQUIREMENTS The Consultant shall maintain insurance policies issued by an insurance company or companies authorized to do business in the State of California and that maintain during the term of the policy a "General Policyholders Rating" of at least A(v), as set forth in the then most current edition of "Bests Insurance Guide," as follows: (1) Comprehensive General Liability Insurance. The Consultant shall maintain comprehensive general liability insurance of not less than Two Million Dollars ($2,000,000.00) combined single limit, per occurrence. (2) Automobile Insurance. The Consultant and each of its sub-consultants shall maintain comprehensive automobile liability insurance of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for each vehicle leased or owned by the Consultant or its sub-consultants and used in performing work under this Agreement. (3) Worker's Compensation Insurance. The Consultant and each of its sub-consultants shall maintain worker's compensation coverage in accordance with California workers' compensation laws for all workers under the Consultant's and/or sub- consultant's employment performing work under this Agreement. (4) Errors and Omissions Coverage. The Consultant shall maintain an insurance policy covering liability for errors and omissions of the Consultant in performing the Scope of Services of this Agreement in an amount of not less than One Million Dollars ($1,000,000.00). Concurrent with the execution of this Agreement and prior to the commencement of any work by the Consultant, the Consultant shall deliver to the Agency, copies of policies or certificates evidencing the existence of the insurance coverage required herein, which coverage shall remain in full force and effect continuously throughout the term of this Agreement. Each policy of insurance that Consultant purchases in satisfaction of the insurance requirements of this Agreement shall name the Agency as an additional insured and shall provide that the policy may not be cancelled, terminated or modified, except upon thirty (30) days prior written notice to the Agency. 11 P:\Agendas\Agenda Attachments\Agenda Attachments\Agrmts-Amend 2011\05-02-11 Vanir - Agreement for Professional Services.docx