HomeMy WebLinkAbout2018-28792018 -2879
Agreement for Professional Services
This Agreement is effective as of August , 2018, between City of Columbia Heights (Client) and Short Elliott
Hendrickson Inc. (Consultant).
This Agreement authorizes and describes the scope, schedule, and payment conditions for Consultant's work on
the Project described as Highway Safety Improvement Program (HSIP) Grant assistance for Central Avenue
(Trunk Highway 65) Corridor Enhancements between 43rd Avenue NE and 47th Avenue NE.
Client's Authorized Representative: Kevin Hansen
Address: 637 38t1 Avenue NE
Columbia Heights, MN 55421
Telephone: 763.706.3705
Project Manager: Scott Haupt
Address: Short Elliot Hendrickson. Inc.
3535 Vadnais Center
Telephone: 651.490.2055
email: khansen@columbiaheightsmn.gov
St. Paul, MN 55110
email: shaupt@sehinc.com
Scope: The Basic Services to be provided by Consultant as set forth herein is provided subject to the attached
General Conditions of the Agreement for Professional Services (General Conditions Rev. 07.14.16), which is
incorporated by reference herein and subject to Exhibits attached to this Agreement.
See attached Scope of Work Proposal dated August 9, 2018. The lump sum fee is $4,000 including expenses
and equipment. Reimbursable expenses include reproduction costs.
The payment method, basis, frequency and other special conditions are set forth in attached Exhibit A -2.
This Agreement for Professional Services, attached General Conditions, Exhibits and any Attachments
(collectively referred to as the "Agreement ") supersedes all prior contemporaneous oral or written agreements and
represents the entire understanding between Client and Consultant with respect to the services to be provided by
Consultant hereunder. In the event of a conflict between the documents, this document and the attached General
Conditions shall take precedence over all other Exhibits unless noted below under "Other Terms and Conditions ".
The Agreement for Professional Services and the General Conditions (including scope, schedule, fee and
signatures) shall take precedence over attached Exhibits. This Agreement may not be amended except by written
agreement signed by the authorized representatives of each party.
Other Terms and Conditions: Other or additional terms contrary to the General Conditions that apply solely to
this project as specifically agreed to by signature of the Parties and set forth herein:
None
Short Elliott Hendrickson Inc.
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City of Columbia Heights
By:
Title:
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Short Elliott Hendrickson Inc. Letter Agreement - 1 City of Columbia Heights
(Rev. 07.14.16)
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Short Elliott Hendrickson Inc. Letter Agreement - 1 City of Columbia Heights
(Rev. 07.14.16)
General Conditions of the Agreement for Professional Services
SECTION I — SERVICES OF CONSULTANT
A. General
1 Consultant agrees to perform professional services as set forth
in the Agreement for Professional Services or Supplemental
Letter Agreement ( "Basic Services "). Nothing contained in this
Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Client or the
Consultant. The Consultant's services under this Agreement are
being performed solely for the Client's benefit, and no other party
or entity shall have any claim against the Consultant because of
this Agreement or the performance or nonperformance of
services hereunder
B. Schedule
1. Unless specific periods of time or dates for providing services
are specified, Consultant's obligation to render services
hereunder will be for a period which may reasonably be required
for the completion of said services.
2. If Client has requested changes in the scope, extent, or
character of the Project or the services to be provided by
Consultant, the time of performance and compensation for
Consultant's services shall be adjusted equitably. The Client
agrees that Consultant is not responsible for damages arising
directly or indirectly from delays beyond Consultant's control. If
the delays resulting from such causes increase the cost or the
time required by Consultant to perform its services in accordance
with professional skill and care, then Consultant shall be entitled
to a equitable adjustment in schedule and compensation
C. Additional Services
1 If Consultant determines that any services it has been directed or
requested to perform are beyond the scope as set forth in the
Agreement or that, due to changed conditions or changes in the
method or manner of administration of the Project, Consultant's
effort required to perform its services under this Agreement
exceeds the stated fee for Basic Services, then Consultant shall
promptly notify the Client regarding the need for additional
services Upon notification and in the absence of a written
objection, Consultant shall be entitled to additional compensation
for the additional services, and to an extension of time for
completion of additional services absent written objection by
Client.
2 Additional services shall be billed in accord with agreed upon
rates, or if not addressed, then at Consultant's standard rates.
Suspension and Termination
1. If Consultant's services are delayed or suspended in whole or in
part by Client, or if Consultant's services are delayed by actions
or inactions of others for more than 60 days through no fault of
Consultant, then Consultant shall be entitled to either terminate
its agreement upon 7 days written notice or, at its option, accept
an equitable adjustment of rates and amounts of compensation
provided for elsewhere in this Agreement to reflect reasonable
costs incurred by Consultant
2 This Agreement may be terminated by either party upon seven
days written notice should the other party fail substantially to
perform in accordance with its terms through no fault of the party
initiating the termination
3 This Agreement may be terminated by either party upon thirty
days' written notice without cause. All provisions of this
Agreement allocating responsibility or liability between the Client
and Consultant shall survive the completion of the services
hereunder and/or the termination of this Agreement
4 In the event of termination, Consultant shall be compensated for
services performed prior to termination date, including charges
for expenses and equipment costs then due and all termination
expenses.
General Conditions - 1
(Rev. 07.14.16)
SECTION II —CLIENT RESPONSIBILITIES
A. General
1. The Client shall, in proper time and sequence and where
appropriate to the Project, at no expense to Consultant, provide
full information as to Client's requirements for the services
provided by Consultant and access to all public and private lands
required for Consultant to perform its services
2. The Consultant is not a municipal advisor and therefore Client
shall provide its own legal, accounting, financial and insurance
counseling and other special services as may be required for the
Project. Client shall provide to Consultant all data (and
professional interpretations thereof) prepared by or services
performed by others pertinent to Consultant's services, including
but not limited to, previous reports; sub - surface explorations;
laboratory tests and inspection of samples; environmental
assessment and impact statements, surveys, property
descriptions; zoning, deed and other land use restrictions; as-
built drawings, electronic data base and maps. The costs
associated with correcting, creating or recreating any data that is
provided by the Client that contains inaccurate or unusable
information shall be the responsibility of the Client.
3 Client shall provide prompt written notice to Consultant whenever
the Client observes or otherwise becomes aware of any changes
in the Project or any defect in Consultant's services. Client shall
promptly examine all studies, reports, sketches, opinions of
construction costs, specifications, drawings, proposals, change
orders, supplemental agreements and other documents
presented by Consultant and render the necessary decisions
and instructions so that Consultant may provide services in a
timely manner
4 Client shall require all utilities with facilities within the Client's
Project site to locate and mark said utilities upon request,
relocate and /or protect said utilities as determined necessary to
accommodate work of the Project, submit a schedule of the
necessary relocation /protection activities to the Client for review
and comply with agreed upon schedule. Consultant shall not be
liable for damages which arise out of Consultant's reasonable
reliance on the information or services furnished by utilities to
Client or others hired by Client.
5. Consultant shall be entitled to rely on the accuracy and
completeness of information or services furnished by the Client
or others employed by the Client and shall not be liable for
damages arising from reasonable reliance on such materials
Consultant shall promptly notify the Client if Consultant discovers
that any information or services furnished by the Client is in error
or is inadequate for its purpose
SECTION III — PAYMENTS
A. Invoices
1. Undisputed portions of invoices are due and payable within 30
days. Client must notify Consultant in writing of any disputed
items within 15 days from receipt of invoice Amounts due
Consultant will be increased at the rate of 1 0% per month (or
the maximum rate of interest permitted by law, if less) for
invoices 30 days past due. Consultant reserves the right to retain
Instruments of Service untll all Invoices are pald In IUII.
Consultant will not be liable for any claims of loss, delay, or
damage by Client for reason of withholding services or
Instruments of Service until all invoices are paid in full.
Consultant shall be entitled to recover all reasonable costs and
disbursements, including reasonable attorney's fees, incurred in
connection with collecting amounts owed by Client.
2. Should taxes, fees or costs be imposed, they shall be in addition
to Consultant's agreed upon compensation.
3. Notwithstanding anything to the contrary herein, Consultant may
pursue collection of past due invoices without the necessity of
any mediation proceedings.
Exhibit A -2
to Agreement for Professional Services
Between City of Columbia Heights (Client)
and
Short Elliott Hendrickson Inc. (Consultant)
Dated August , 2018
Payments to Consultant for Services and Expenses
Using the Lump Sum Basis Option
The Agreement for Professional Services is amended and supplemented to include the following agreement of
the parties:
A. Lump Sum Basis Option
The Client and Consultant select the Lump Sum Basis for Payment for services provided by Consultant.
During the course of providing its services, Consultant shall be paid monthly based on Consultant's estimate
of the percentage of the work completed. Necessary expenses and equipment are provided as a part of
Consultant's services and are included in the initial Lump Sum amount for the agreed upon Scope of Work.
Total payments to Consultant for work covered by the Lump Sum Agreement shall not exceed the Lump Sum
amount without written authorization from the Client.
The Lump Sum amount includes compensation for Consultant's services and the services of Consultant's
Consultants, if any for the agreed upon Scope of Work. Appropriate amounts have been incorporated in the
initial Lump Sum to account for labor, overhead, profit, expenses and equipment charges. The Client agrees
to pay for other additional services, equipment, and expenses that may become necessary by amendment to
complete Consultant's services at their normal charge out rates as published by Consultant or as available
commercially
B. Expenses Not Included in the Lump Sum
The following items involve expenditures made by Consultant employees or professional consultants on
behalf of the Client and shall be paid for as described in this Agreement.
1. Expense of overtime work requiring higher than regular rates, if authorized in advance by the Client.
2. Other special expenses required in connection with the Project.
3. The cost of special consultants or technical services as required. The cost of subconsultant services
shall include actual expenditure plus 10% markup for the cost of administration and insurance.
The Client shall pay Consultant monthly for expenses not included in the Lump Sum amount.
s:\ae \c \colhl \common \propcsals\th 65 hsip grant_august 2016_43rd47th ave \exhibit a2.docx
Short Elliott Hendrickson Inc. Exhibit A -2 - 1 City of Columbia Heights
(Rev. 10.21.10)
SECTION IV— GENERAL CONSIDERATIONS
A. Standards of Performance
1 The standard of care for all professional engineering and related
services performed or furnished by Consultant under this
Agreement will be the care and skill ordinarily exercised by
members of Consultant's profession practicing under similar
circumstances at the same time and in the same locality.
Consultant makes no warranties, express or implied, under this
Agreement or otherwise, in connection with its services.
2. Consultant neither guarantees the performance ofany
Contractor nor assumes responsibility for any Contractor's failure
to fumish and perform the work in accordance with its
construction contract or the construction documents prepared by
Consultant. Client acknowledges Consultant will not direct,
supervise or control the work of construction contractors or their
subcontractors at the site or otherwise. Consultant shall have no
authority over or responsibility for the contractor's acts or
omissions, nor for its means, methods or procedures of
construction. Consultant's services do not include review or
evaluation of the Client's, contractor's or subcontractor's safety
measures, orjob site safety or furnishing or performing any of
the Contractor's work.
3. If requested in the scope of a Supplemental Letter Agreement,
then Consultant may provide an Opinion of Probable
Construction Cost. Consultant's Opinions of Probable
Construction Cost provided for herein are to be made on the
basis of Consultant's experience and qualifications and
represent Consultant's best judgment as a professional generally
familiar with the industry. However, since Consultant has no
control over the cost of labor, materials, equipment or service
furnished by others, or over the Contractor's methods of
determining prices, or over competitive bidding or market
conditions. Consultant cannot and does not guarantee that
proposats, bids or actual construction cost will not vary from
Opinions of Construction Cost prepared by Consultant. If Client
wishes greater assurance as to probable Construction Cost,
Client shall employ an independent cost estimator or negotiate
additional services and fees with Consultant.
Indemnity for Environmental Issues
1. Consultant is not a user, generator, handler, operator, arranger,
starer, transporter or disposer of hazardous or toxic substances,
therefore the Client agrees to hold harmless, Indemnify and
defend Consultant and Consultant's officers. directors,
suboxmsultant(s), employees and agents from and against any
and all claims, losses, damages. liability and costs. Including but
not IkmRed to costs of defense, arising out of or in any way
connected with, the presence, discharge, release. or escape of
hazardous or toxic substances, pollutants or contaminants of any
kind at the site.
C. Limitations on Consultant's Liability
The Client hereby agrees that to the fullest extent permitted by
law. Consultants total liability to the Client for any and all
injuries, claims, losses, expenses, or damages whatsoever
arising out of or in any way related to the Project or this
Agreement from any cause or causes including, but not limited
to. Consultant's negligence, errors. omissions, strict liability,
breach of contract or breach of warranty shall not exceed five
hundred thousand dollars (S50O,OOO). In the event Client desires
limits of liability in excess of thoso provided in this paragraph,
Client shall advise Consultant in writing and agree that
Consultant's fee shall increase by 1%for each additional five
hundred thousand dollars of liability limits, up to a maximum limit
of liability of five million dollars ($5,000,000).
Neither Party shall be Gable to the other for consequential
damages, including. without limitation, lost rentals, increased
rental expenses, loss of use, loss of income, lost profit, financing
business and reputation and for loss of management or
employee productivity, incurred by one another or their
subsidiaries or successors, regardless of whether such damages
are foreseeable and are caused by breach of contract, willful
misconduct, negligent act or omission, or other wrongful act of
either of them.
3 It is intended by the parties to this Agreement that Consultant's
services shall not subject Consultant's employees, officers or
directors to any personal legal exposure for the risks associated
general Gondltions - 2
(Rev 07 14.16)
with this Agreement. The Client agrees that as the Client's sole
and exclusive remedy, any claim, demand or suit shall be
directed and /or asserted only against Consultant, and not
against any of Consultant's individual employees, officers or
directors, and Client knowingly waives all such claims against
Consultant individual employees, officers or directors.
D. Assignment
1 Neither party to this Agreement shall transfer, sublet or assign
any rights under, or interests in, this Agreement or claims based
on this Agreement without the prior written consent of the other
party Any assignment in violation of this subsection shall be null
and void
SECTION V — DISPUTE RESOLUTION
A. Mediation
1 Any dispute between Client and Consultant arising out of or
relating to this Agreement or services provided under this
Agreement, (except for unpaid invoices which are governed by
Section III), shall be submitted to nonbinding mediation as a
precondition to litigation unless the parties mutually agree
otherwise. Mediation shall occur within 60 days of a written
demand for mediation unless Consultant and Client mutually
agree otherwise.
B. Litigation — Choice of Venue and Jurisdiction
1. Any dispute not settled through mediation shall be settled
through litigation in the state where the Project at issue is
located.
SECTION VI — INTELLECTUAL PROPERTY
A. Proprietary Information
All documents, including reports, drawings, calculations,
specifications, CADD materials, computers software or hardware
or other work product prepared by Consultant pursuant to this
Agreement are Consultant's Instruments of Service ( "Instruments
of Service ") and Consultant retains all ownership interests in
Instruments of Service, including all available copyrights.
Consultant shall retain all of its rights in its proprietary
information including, without limitation, its methodologies and
methods of analysis, ideas, concepts, expressions, inventions,
know how, methods, techniques, skills, knowledge and
experience possessed by Consultant prior to, or acquired by
Consultant during, the performance of this Agreement and the
same shall not be deemed to be Work Product or Work for Hire
and Consultant shall not be restricted in any way with respect
thereto.
B. Client Use of Instruments of Service
Provided that Consultant has been paid in full for its services,
Client shall have the right in the form of a license to use
Instruments of Service resulting from Consultant's efforts on the
Project Consultant shall retain full rights to electronic data and
the drawings, specifications, including those in electronic form,
prepared by Consultant and its subconsultants and the right to
reuse component information contained in them in the normal
course of Consultant's professional activities. Consultant shall be
deemed to be the author of such Instruments of Service,
electronic data or documents, and shall be given appropriate
credit in any public display of such Instruments of Service.
Records requests or requests for additional copies of
Instruments of Services outside of the scope of services are
available to Client subject to Consultant's current rate schedule.
C. Reuse of Documents
All Instruments of Service prepared by Consultant pursuant to
this Agreement are not intended or represented to be suitable for
reuse by the Client or others on extensions of the Project or on
any other Project. Any reuse of the Instruments of Service
without written consent or adaptation by Consultant for the
specific purpose intended will be at the Client's sole risk and
without liability or legal exposure to Consultant; and the Client
shall release Consultant from all claims arising from such use
Client shall also defend, indemnify and hold harmless Consultant
from all claims, damages, losses and expenses including
attorneys' fees arising out of or resulting from reuse of
Consultant documents without written consent.
SEH
Building a Better World
for All of Us'
August 9, 2018
Kevin Hansen, P.E.
Director of Public Works /City Engineer
City of Columbia Heights
637 38th Avenue NE
Columbia Heights, MN 55421
Dear Kevin:
RE: City of Columbia Heights
Central Avenue Corridor Enhancement -
HSIP Grant Assistance
SEH No. 129628 14.00
Thank you for your request for a proposal from SEH, Inc. for Highway Safety Improvement Program
(HSIP) grant assistance for Central Avenue Corridor Enhancements between 47th Avenue NE and 431
Avenue NE. It is our understanding the City is interested in pursuing grant funding for improvements
similar to those recently designed for Central Avenue between 47th Avenue and 51 st Avenue. The project
would focus on various improvements to the Central Avenue corridor including sidewalk, American with
Disability Act (ADA) improvements and enhancements to lighting and bus stop facilities, in addition to
hardscape enhancements such as colored /textured concrete. The project would be funded through the
MnDOT HSIP grant program if successful.
The City is requesting that SEH assist city staff in preparing the grant application due August 31, 2018.
Our fee estimate includes the following tasks:
1. Prepare grant application documents for the City's use in submitting to MnDOT, including updates
to the previously prepared exhibits used for the MnDOT TED grant submittal in fall 2017.
2 Obtain and analyze crash data from MnDOT, prepare crash diagrams and a cost/benefit analysis
of the proposed improvements.
3. Review /update previously completed high level engineer's estimate of construction costs which
was previously completed as part of the MnDOT TED Grant Application in fall 2017.
4. Submit draft grant application materials to City for review and address City comments prior to
finalizing the grant application.
It is our understanding that the City has /will be notifying the other affected agencies (MnDOT, Anoka
County, City of Hilltop) of their intent to apply for the grant funding, and will obtaining the necessary
response letter(s) as requested in the Grant submittal requirements. We also understand the City wishes
to propose the same improvements that were included in the TED grant application in fall 2017.
The lump sum fee of $4,000 including reimbursable expenses is compensation for our services and the
agreed upon scope of work as described above. Additional services if requested would be at their
additional cost.
Engineers I Architects I Planners I Scientists
Short Elliott Hendrickson Inc., 3535 Vadnais Center Drive, St Paul, MN 55110 -5196
SEH is 100% employee -owned I sehinc.com 1 651 490 2000 1 600.325 2055 1 888 906 8166 fax
Kevin Hansen
August 9, 2018
Page 2
Thank you for the opportunity to submit our proposal and we welcome any questions that you have.
Please contact me at 651.490.2055, or Sue Mason at 651.490.2018.
Sincerely,
SHORT ELLIOTT HENDRICKSON INC.
?CJ4oscmf I
Scott D. Haupt
Project Manager
sdh
c: Sue Mason
s: \ae\c \colht\common\proposals \th 65 hsip grant_august 2018 43rd-47th ave\central avenue hsip grant assistance proposal B-9-1 B.docx