HomeMy WebLinkAbout2021-4027Contract # 2021-4027
Agreement for Professional Services
This Agreement is effective as of July 6, 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 Place NE Final Design.
Client's Authorized Representative:
Address: 637 38th Ave NE
Kevin Hansen
_Columbia Heights, MN 55421 _
Telephone: 763.706.37.00 email: khansen@columbiaheightsmn.gov
Project Manager:
Address
KC Atkins
10400 Yellow Circle Drive, Suite 500
Minnetonka, MN 55343
Telephone: 612.418.3958 email: .katkins@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.
See attached letter for detailed scope.
Schedule: See attached letter for proposed schedule.
Payment: The estimated fee is subject to a not -to -exceed amount of $15,337.66 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
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:
Scott Haupt
Title: Client Service Manager Title: L
x:Uro\rn\mnpls\pursuits\p159028_37th ave final design_cv_05 21 \9 interview\371h place contractXltr agreement for prof ices_37th pl ocx
Short Elliott Hendrickson Inc. Letter Agreement - 1
Affirmative Action, Equal Opportunity Employer
City of Columbia Heights
(Rev. 11.08.18aa)
General Conditions of the Agreement for Professional Services
SECTION I — SERVICES OF CONSULTANT SECTION II — CLIENT RESPONSIBILITIES
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 beneft, 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 Consultants 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 ofthis
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)
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 Consultants 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 Consultants 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 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 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.
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 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
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.
Indemnity for Environmental Issues
1. Consultant is not a user, generator, handler, operator, arranger,
otorer, 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 five
hundred 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 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 forthe risks associated
General Conditions - 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 govemed 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
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 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.
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 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.
Exhibit A-1
to Agreement for Professional Services
Between City of Columbia Heights (Client)
and
Short Elliott Hendrickson Inc. (Consultant)
Dated July 6, 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:
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. Exhibit A-1 - 1 City of Columbia Heights
(Rev. 02.06.14)
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.
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Short Elliott Hendrickson Inc. Exhibit A-1 - 2 City of Columbia Heights
(Rev. 02.06.14)
A
SEH
Building a Better World
for All of Us'
July 6, 2021
Mr. Kevin Hansen, PE
Public Works Director
City of Columbia Heights
637 38th Avenue NE
Columbia Heights, MN 55421
Dear Mr. Hansen:
RE: City of Columbia Heights
371h Place NE
Proposal for Street Design
SEH No. 159028 10.00
As you are aware, we are currently completing a contract with the City of Minneapolis to complete final
design services associated with the 371h Avenue NE reconstruction project. 371h Place NE reconstruction
was included in the SEH preliminary design contract but will need to be broken out as a separate design
contract for final design. 37th Place NE bid package, letting and reconstruction will be included with the
37th Avenue NE reconstruction project and on the same schedule.
I'd like to take this time to thank you for expressing interest in utilizing SEH's professional services and
our expertise in street design. We are submitting this Supplemental Letter Agreement for your
consideration.
BACKGROUND/PROJECT OVERVIEW
37th Avenue NE is slated for reconstruction in 2023, with a proposed trail on the north side of the road. A
key trail connection in the City of Columbia Heights was proposed along the south side of 37th Place NE
to create a connection from 371h Avenue NE to an existing trail on the west side of Stinson Boulevard
within the City. While the 37th Avenue NE corridor received federal funding for construction, the 371h Place
NE segment was not included and needs to be broken out as a separate design contract. It is assumed
that this segment will be included with the 371h Avenue NE plan set, let and constructed together, but with
construction funding separated from the 37th Avenue NE project, likely funded by State Aid or other local
funds.
SCOPE OF WORK
We propose to develop 60%, 90% and final construction plans and documents for the roadway that will
include pavement reconstruction, curb and gutter, ADA curb ramps, signing and striping, construction
staging and a trail on the south side of the road. The portion of the street requiring realignment into 371h
Avenue NE will be included as part of the 37th Avenue NE design contract.
Engineers I Architects I Planners I Scientists
Short Elliott Hendrickson Inc., 10400 Yellow Circle Drive, Suite 500, Minnetonka, MN 55343-9229
952.912.2600 1 800.734 6757 1 888 908.8166 fax I sehinc.com
SEH is 100% employee -owned I Affirmative Action —Equal Opportunity Employer
Mr. Kevin Hansen
July 6, 2021
Page 2
ASSUMPTIONS
The following assumptions are the basis for our scope and fee:
1. We are assuming the City will handle any needed communication or engagement with property
owners, therefore no time has been included in our proposal for these efforts outside of providing
construction cost estimates at each stage of submittal.
2. Construction administration services are not included with this proposal and can be negotiated at a
later date.
3. Our fee is based on a length -based percentage of the overall 37th Avenue NE proposal for tasks
needed to design 3711 Place NE (e.g. cross -sections, but not signal design). The length needed to
realign the intersection with 37th Avenue NE is incorporated into the City of Minneapolis, 37th Avenue
NE contract. The 37th Place NE fee has been removed from the 3711 Avenue NE fee submitted to the
City of Minneapolis for contracting.
SCHEDULE
We propose that the design work for 37th Place NE remain on the same schedule as 37th Avenue NE
design to streamline submittals and review processes with the City. The approximate schedule is as
follows:
20r� I 2023 I 2024
J F A 1 J A S O H J F A J J .1 S O N J i A J
Task 1— Preliminary Engineering Jun 2020 June2021
Preliminary Concept Approval June 2021 ■
Task 2 — Final Engineering
Jul 2021
Jul 2022
State Aid Variance Submittal
Sept 2021
State Aid Variance Committee
Sept 2021
Submit 60% plans and estimate
Nov 2021
Submit Project Memorandum
Nov 2021
Submit Draft Stormwater Management Report
Nov 2021
Submit Level 3 MnDOT Geometric Layout
Nov 2021
Submit 90% plans and estimate
Mar 2022
Railroad Agreement
Submit Final Stormwater Management Report
Jul 2022
Submit 100%plans and estimate
Jul 2022
Easement Acquisition
Nov 2021
Jul 2022
UtilityCoordlnation
Ju12021
Mar2023
Private Utility Meeting
Nov 2021
Apr 2022
Private Utility Relocations
Apr 2022
Mar 2023
Water Resources Permitting
Sept 2022
Agency Agreements
Sept 2022
Task 3 — Bid Preparation
Jul 2022
Sept 2022
Draft Bid Package
Ju12022
Final Bid Package
Sept 2022
Task 4—ConstruAk Support Apr 2023 Nov 2023
Task 5 (Optional) — Construction Administration Apr 2023 Nov 2023
COMPENSATION
Our proposed fee is an hourly, not -to -exceed amount estimated to be $15,337.66 including expenses. We
will not exceed that amount without prior approval. The SEH project team will be led by KC Atkins,
Senior Engineer.
Mr. Kevin Hansen
July 6, 2021
Page 3
We look forward to working with you and your staff on this project. We have the experience and staff
availability to immediately start work and deliver a successful project to the City. If you have any
questions or comments, please do not hesitate to contact me at 612418-3958 or katkinsla'sehinc.com.
Thank you for considering SEH for your consulting engineering needs.
Sincerely,
SHORT ELLIOTT HENDRICKSON INC.
e. a&;.- Je4�q V vzla�e—
KC Atkins, PE (Lic. MN, WI, IA, ND, SD, MO, KS, OH, TX) Scott D. Haupt, PE (Lic. MN, WI)
Senior Engineer Client Service Manager
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