HomeMy WebLinkAbout2021-4006Agreement for Professional Services
This Agreement is effective as of June 28, 2021, 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: 37th Avenue Water Main Rehabilitation Project Alternatives Study
Client's Authorized Representative:
Address: 637 38th Ave NE
Kevin Hansen
Columbia Heights, MN 55421
Telephone: 763.706.3700
Project Manager: Dave Hutton
email: khansen@columbiaheightsmn.gov
---------------------------
Address: 10400 Yellow Circle Drive, Suite 500
Minnetonka, MN 55343
Telephone: 952.797.2329 email: dhutton@sehinc.com
Scope: The Basic Services to be provided by Consultant as set forth herein are 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.
The Scope includes the following tasks:
Task 1 Data Collection
This task consists of gathering all necessary information to do the study, including City As-Builts and maintenance
records, initiating the Gopher State One Call design locates, field reconnaissance and one day of survey time in
case we need any additional topography information on the water system.
Task 2 Alternatives Analysis
Evaluating the most cost-effective method to rehabilitate the water main both trenchless and traditional excavation
methods, developing cost estimates, preparing water main alignment graphics for the alternatives and preparing a
Technical Memorandum to compare alternatives and offer the city our recommendation.
Refer to the attached Task Hour Budget for a detailed description of our scope and assumptions for each task.
Schedule: We will have the completed alternatives analysis study done no later than July 30, 2021. The
deliverables consist of a Technical Memorandum, cost estimates and"graphics for each alternative.
Payment: The estimated fee is subject to a not-to-exceed amount of $12,000 including expenses and equipment
as outlined in the attached Task Hour Budget.
The payment method, basis, frequency and other special conditions are set forth in attached Exhibit A-1
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
Short Elliott Hendrickson Inc.
Affirmative Action, Equal Opportunity Employer
Letter Agreement - 1 City of Columbia Heights
(Rev. 11.08.1 Baa)
Contract # 2021-4006
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. City of Columbia Heights
By:By:��
Scott Haupt
Title: Client Services Manager Title: �t;�'\�':J-------����=-+-w�----------
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Short Elliott Hendrickson Inc. Letter Agreement - 2 City of Columbia Heights
(Rev. 11.08.18aa)
Exhibit A-1
to Agreement for Professional Services
Between City of Columbia Heights (Client)
and
Short Elliott Hendrickson Inc. (Consultant)
Dated June 28, 2021
Payments to Consultant for Services and Expenses
Using the Hourly Basis Option
The Agreement for Professional Services is amended and supplemented to include the following agreement of the
parties:
A.Hourly Basis Option
The Client and Consultant select the hourly basis for payment for services provided by Consultant. Consultant
shall be compensated monthly. Monthly charges for services shall be based on Consultant's current billing
rates for applicable employees plus charges for expenses and equipment.
Consultant will provide an estimate of the costs for services in this Agreement. It is agreed that after 90% of
the estimated compensation has been earned and if it appears that completion of the services cannot be
accomplished within the remaining 10% of the estimated compensation, Consultant will notify the Client and
confer with representatives of the Client to determine the basis for completing the work.
Compensation to Consultant based on the rates is conditioned on completion of the work within the effective
period of the rates. Should the time required to complete the work be extended beyond this period, the rates
shall be appropriately adjusted.
B.Expenses
The following items involve expenditures made by Consultant employees or professional consultants on
behalf of the Client. Their costs are not included in the hourly charges made for services and shall be paid for
as described in this Agreement but instead are reimbursable expenses required in addition to hourly charges
for services:
1.Transportation and travel expenses.
2.Long distance services, dedicated data and communication services, teleconferences, Project Web sites,
and extranets.
3.Lodging and meal expense connected with the Project.
4.Fees paid, in the name of the Client, for securing approval of authorities having jurisdiction over the
Project.
5.Plots, Reports, plan and specification reproduction expenses.
6.Postage, handling and delivery.
7.Expense of overtime work requiring higher than regular rates, if authorized in advance by the Client.
8.Renderings, models, mock-ups, professional photography, and presentation materials requested by the
Client.
9.All taxes levied on professional services and on reimbursable expenses.
10.Other special expenses required in connection with the Project.
11.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.
Short Elliott Hendrickson Inc.
(Rev. 02.06.14)
Exhibit A-1 - 1 City of Columbia Heights
C.Equipment Utilization
The utilization of specialized equipment, including automation equipment, is recognized as benefiting the
Client. The Client, therefore, agrees to pay the cost for the use of such specialized equipment on the project.
Consultant invoices to the Client will contain detailed information regarding the use of specialized equipment
on the project and charges will be based on the standard rates for the equipment published by Consultant.
The Client shall pay Consultant monthly for equipment utilization.
x:\ko\m\mnpls\156807\1-genl\1 0-setup-cont\03-proposal\37th wm propsal deh 062121\revised for separate study proposal\exhibit a1 rev for study only.docx
Short Elliott Hendrickson Inc. (Rev. 02.06.14)
Exhibit A-1 - 2 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 relationshi p 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 speci�ed, 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 noti fication 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 an d 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 alloc ating responsi bility 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 dale, 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 becom es aware of any changes
in the Project or any defect in Consultant's services. Client shall
promptly examine all studies, reports, sketches, op inions 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 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 to 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 withholdi ng 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. Shou ld 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 pr ofessional engineering and related
services performed or furnished by Consultant under this
Agreement will be the care and sk ill ordinarily exercised by
members of Consultant's profess ion 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 ne�her 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 pr epared 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
construc tion. 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 furn ishing or performing any of
the Contractor's work.
3. If requested in the scope of a Supplemental Letter Agreement,
then Consultant may pr ovide 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
determ ining pr ices, 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 Constructi on Cost prepared by Consultant. If Client
wishes greater assurance as to probable Construction Cost,
Client shall employ an inde pendent 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 cla ims, losses, damages, liability and costs, including but
not limited to costs of defense, arising out of or in any way
connected with, the pr esence, 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 contr act 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 additi onal five
hundred thousand dollars of liability limits, up to a maximum limit
of liability of five million dollars ($5,000,000).
2. Ne ither Party shall be liable to the other for consequenti al
damages, including, without limitation, lost rentals, increased
rental expenses, loss of use. loss of income, lost pr ofit, fin ancing,
business and reputation and for loss of management or
emplo yee 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 empl oyees, officers or
directors to any pers onal legal exposure for the risks associ ated
General Conditions - 2
(Rev 07.14.16)
with this Agreement. The Client agre es 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 cla ims aga inst
Consultant individu al employees, officers or directors.
D.Assignment
1.Neither party to this Agr eement shall tr ansfer, 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 pr ovided under this
Agreement, (except for unpaid invoices which are governed by
Section Ill), shall be submitted to nonbinding mediation as a
prec ondition 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 thr ough mediation shall be settled
through litigation in the state where the Project at issue is
located.
SECTION VI -INTELL ECTUAL PROPERTY
A. Proprietary Information
1. All documents, including reports, dr awings, calculations,
specifications, CADD materials, computers software or hardware
or other work product pr epared 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 pro prietary
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 restr icted 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 from Consultant's efforts on the
Project. Consultant shall retain full rights to electronic data and
the dr awings, 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
Instruments 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 Serv ice prepared by Consultant pursu ant to
this Agreement are not intended or represented to be su itable for
reuse by the Client or others on extens ions of the Pr oject 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 al the Client's sole risk and
without liability or legal exposure to Consultant; and the Client
shall rele ase Consultant from all cla ims 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.
2. SEH
Project Name: 37th St. Water Main
Client: Columbia Heights
SEH Project No: MNPLS 156807
Date: June 22, 2021
Billing Titlel Task #1 -Data Collection . .
1.1
1.2
1.3
1.4
a
b
C
Data Collection: Client supplied information including GIS Base
Mapping showing location of all valves, hydrants, and water main,
existing pressure and service line information, any break history or
other relevant maintenance records and the following Information:
Obtain City standard water main design specifications
Record plans generally consisting of sanitary, water and storm sewer
systems
Electronic Base Maps
Private utility information will be obtained through the GSOC system.
Street & utility reconnaissance with pictures.
Topographical survey. Includes property research, calculations, field
survey and conversion of points to base mapping. Assumes one day to
pick up any information not collected as part of the street project. Task #2 -_Alternatives Analysis
2.1 Prepare Technical Memorandum outlining various options for
rehabilitation, both trenchless and open cut, and provide a
recommendation on the most appropriate method, weighing costs vs.
pros/cons of each method.
2.2 Develop preliminary water main graphics or plan sheets -preliminary
profiles, layouts, pit locations, etc. for both dig and replace section and
pipe bursting sections as part of the Technical Memorandum.
2.3 Meetings. Assumes one meeting with City staff to review findings and
select desired rehabilitation method for design.
Assumptions: Assumes if any soil borings are necessary as part of the
design, the City will contract directly with a Geotech firm to obtain
those. Task #3 -·Preparation of final bid documents (NOT PART OF THIS SCOPE)
3.1 Once City selects final design alternative, we would prepare draft bid
documents to staff for review and comment. This includes plans and
technical specifications. It is assumed the City will use their own front
end documents and prepare the Project Manual for bidding with SEH
providing the technical specifications for any trenchless methods. The
plans will consist of either CAD based plan/profile sheets for open cut
or GIS based for trenchless methods.
3.2 Based on review comments from the City, make any edits or revisions
to the draft plans and specifications.
3.3 Develop traffic control plans for the utility construction. Assumes lane
closures will be sufficient
CSM I PM I Grad Eng.
1 4
1
1
2
1 4
2 4
8 16
8 24
4 6
Page 1 of 2
Prepared by: DEH
rev 6/28/2021
I I I Subconsultant & I Survey Tech Admin Tech Expenses
2
8
2
2
Total
5
1
1 2
7 6
8
26
32
12
Billing Title!
3.4 Develop final Engineers Opinion of Probable Cost.
3.5 Obtain MOH permit. Assumes City will pay fee or ii will be a
reimbursable expense.
Meetings -assume one design review meeting.
Task #4 -Bidding services (NOT PART OF THIS SCOPE)
4.1
4.2
4.3
Provide final bid documents to the City for bidding. Develop the ad for
bid. Assist the City in the bidding process, although it is assumed that
the City will initiate and lead the bidding process with SEH support.
Respond to bid questions from contractors. Provide addendum(s) as
necessary.
Attend the bid opening and prepare a letter recommendation on award
to the City. It is assumed that attendance at a City Council meeting will
not be necessary.
CSM I PM I
Page 2 of 2
Grad Eng. I I I Subconsultant & I Survey Tech Admin Tech Expenses Total