HomeMy WebLinkAbout2020-3047Agreement for Professional Services
This Agreement is effective as of September 30, 2020, 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: As Needed 2020 Telecom Projects.
Client's Authorized Representative: Kevin Hansen Public Works Director
Address: 637-38th Avenue NE
Columbia Heights, MN 55421
Telephone: 763.706.3705 email: khansen@columbiaheightsmn.gov
Project Manager: Dale Romsos
Address: 1701 West Knapp St, Suite B
Rice Lake, WI 54868
Telephone: 612.325.9995 email: dromsos@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 SEH letter dated September 30, 2020
Schedule: See attached SEH letter dated September 30, 2020
Payment: See attached SEH letter dated September 30, 2020
Client will authorize Consultant to proceed with a telecom project by sending an email from Client's Authorized
Representative to Project Manager with tenant drawings and supporting documentation.
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
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Short Elliott Hendrickson Inc. (Rev. 07.14.16) Letter Agreement -1 City of Columbia Heights
Contract # 2020-3047
Short Elliott Hendrickson Inc.
By:
Scott Haupt Title: Client Service Manager
Short Elliott Hendrickson Inc. (Rev. 07.14.16)
City of Columbia Heights
By:
Title:
By:��
Title: City Manager
Letter Agreement -2 City of Columbia Heights
ExhibitA-2
to Agreement for Professional Services
Between City of Columbia Heights (Client)
and
Short Elliott Hendrickson Inv. (Consultant)
Dated September 30, 2020
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 estimateof 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'sConsultants, 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 agreesto pay for other additional services, equipment, and expenses that may become necessary by amendment tocomplete Consultant's services at their normal charge out rates as published by Consultant or as availablecommercially.
B.Expenses Not Included in the Lump Sum
The following items involve expenditures made by Consultant employees or professional consultants onbehalf 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.
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Short Elliott Hendrickson (Rev. 10.21.10)
Exhibit A-2 -1 City of Columbia Heights
General Conditions of the Agreement for Professional Services
SECTION I -SERVICES OF CONSUL TANT
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. Addltlonal 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.
D.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 toperform in accordance with its terms through no fault of the partyinitialing 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 lo 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; asbuilt 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 unusableinformation 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 thenecessary 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 andcompleteness of information or services furnished by the Client or others employed by the Client and shall not be liable fordamages arising tom 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 Ill -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 lo retain Instruments of Service until all invoices are paid in full. 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 anddisbursements, 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.
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 of any Contractor nor assumes responsibility for any Contractor's failure
to furnish 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 theirsubcontractors 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, or job 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 generallyfamiliar 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 proposals, 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.
B. Indemnity for Environmental Issues
1. Consultant is not a user, generator, handler, operator, arranger, storer, transporter or disposer of hazardous or toxic substances, therefore the Client agrees to hold harmless, indemnify and defend Consultant and Consultant's officers, directors, subconsultant(s), employees and agents from and against any and all claims, losses, damages, liability and costs, including but not limited 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
1. The Client hereby agrees that to the fullest extent permitted by law, Consultant's 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 ($500,000). In the event Client desires limits of liability in excess of those provided in this paragraph, Client shall advise Consultant in writing and agree that
Consultant's fee shall increase by 1 % for each additional fivehundred thousand dollars of liability limits, up to a maximum limit of liability of five million dollars ($5,000,000).
2. Neither Party shall be liable to the other for consequential
damages, including, without limitation, lost rentals, increased rental expenses, loss of use, loss of income, lost prof�. 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
GeneralCond�ons-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 Ill), 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
localed.
SECTION VI -INTELLECTUAL PROPERTY
A.Proprietary Information
1. 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.
2.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
1.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 1i"om 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.
2. Records requests or requests for additional copies of In strum enls of Services outside of the scope of services are
available to Client subject to Consultant's current rate schedule.
C. Reuse of Documents
1. 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.
_¾, SEH
Building a Better World
for All of us•
September 30, 2020
Mr. Kevin Hansen
Director of Public Works City of Columbia Heights
637-38th Ave NE.Columbia Heights, MN 55421
Dear Kevin:
RE: City of Columbia Heights, Minnesota
Telecommunications Tower SEH No COLHT 157088 14.00
Short Elliott Hendrickson Inc. (SEH®) is pleased to provide the City of Columbia Heights with this proposal
for the construction of a new communications tower designed specifically to meet the City's telecommunication needs. Below we have provided a breakdown of our perceived level of effort, along with corresponding fee.
PROJECT DESCRIPTION
Phase I -Design
Phase I involves preparation of plans and specifications for the construction of a new telecommunication
tower.
Facilities to be designed by SEH as part of this project include: 1.Telecommunications Tower with a design criteria that includes the initial minimum capacityrequirements of the existing Tenant and provides additional expansion of existing and futureTenants.
2.Tower access driveway (fabric and road gravel design) to accommodate Tenant technicianmobilization and equipment.3.Tenant equipment compound, including fencing and associated appurtenances.
4.Tenant compound utilities inclusive of power, telco and fiber.5.Site restoration, including grading, and seeding/sod, as directed by the City
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 I 651.490,2000 I B00.325.2055 I 888,908.8166 fax
Mr. Kevin Hansen September 29, 2020 Page 2
Scope of Services
The scope of work for Phase I is identified under the following Tasks:
Tasks Description
1 Construction Plan Services
2 BiddinQ Services
Task 1 Construction Plan Services
1.Project set up and initiation meeting with City2.Prepare design drawings for the tower, City equipment (as applicable), provide specifications(Using SEH contract documents) required for bidding:•Prepare site development plans showing access road, compound and landscaping/plantings.•Prepare site development plans associated with utilities to and at the site for power, telco andfiber•Prepare plans, as applicable, associated with location of compound electrical metering andlighting (as may be required)•Prepare site survey as part of the drawings.
3.Review drawings for compliance with geotechnical recommendations4.Prepare and submit an application to FAA for approval of the project and project site location.5.Consult with potential vendor(s) respective of cable management and compound location (Assumes1 meeting)6.Complete Conditional Use Permitting (CUP) documentation and associated exhibits (Assumes 2meetings)7.Complete CUP Service -Visual analysis report8.Complete CUP Service -Line of sight report9.Milestone meeting with the City (Assumes 2 meetings to be scheduled per the City's request)10.Prepare a final estimate of Probable Project costs for the proposed improvements after a finaldesign is completed.11.Submit copies of documents to the Owner for review and approval at the milestones noted below.
•60 percent review, 90 percent review, City Council plan review and approval
Not Included: 1 Present scope does not include preparation of site development plans to accommodate Tenant cable routing from their ground equipment to the new tower. 2 Scope does not include any communication tower regulatory due diligence.
If requested by City, SEH can provide these services as an additional service contract.
COMPENSATION
We propose to complete the outlined Professional Services as listed below:
PHASE I: DESIGN FEE
Task
1.Construction Plan Services $43,505.00
*CUP Services $2,000.00 TOTAL $45,505.00
SEH proposes to complete the Phase I -Design as directed by the City of Columbia Heights for a Lump
Sum fee of $45,505.00. Without an identified change in scope, we understand this fee cannot increase without further authorization from the City of Columbia Heights.
Mr. Kevin Hansen September 29, 2020 Page 3
SEH welcomes the opportunity to work with the City of Columbia Heights, seeing this important project to a successful completion, and awaits your authorization. We hope the information provided above,
describing our level of effort and associated fees, meets with your acceptance. Should you have any additional needs or requirements, please contact me directly at 612.325.9995.
Sincerely,
SHORT ELLIOTT HENDRICKSON INC.
Dale Romsos
Project Manager
dmk
c: Dan Zienty-SEH St Paul, MN