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HomeMy WebLinkAbout5.D.1. Approval of Consultant Contract Change CITY OF SHAKOPEE S O. } ~ Memorandum TO: Mayor & City Council Mark McNeill, City Administrator CONSENT FROM: Bruce Loney, Public Works Director SUBJECT: Approval of Consultant Contract Change DATE: March 21, 2006 INTRODUCTION: Attached is a consultant contract between the City and Engineering consultants working for the City. Staff is requesting a change in the contract to allow minor projects of $5,000.00 or less to be done without further Council authorization. BACKGROUND: Previous consultants contracts for municipal engineering firms have been entered into by staff for budgeted funds and projects for less than $500.00. Minor projects tend to be transportation studies, small drainage studies or surveys to assist staff in analyzing a problem area. Staff believes the $500.00 limit was set several years ago and has not been updated. Staff is requesting the limit for minor projects to changed from $500.00 to $5,000.00 to allow minor projects to be contracted by staff. AL TERNATIVES: I. Approve the consultant contract revision, as modified by Council. 2. Do not change the consultant contract at this time. 3. Table for additional information. RECOMMENDATION: Staff recommends Alternative No.1. ACTION REQUESTED: Approve the consultant contract revision, as modified by Council. ~o~ Public Works Director BUpmp ENGRlEFIPPENNINGTON/COUNCIUCONSULTANTCONTRACT CONSULTANT CONTRACT THIS AGREEMENT, made and entered into this _ day of , 2003, by and between the City of Shakopee, a municipal corporation of the State of Minnesota, hereinafter referred to as the "City" with offices at 129 S. Holmes St., Shakopee, Minnesota, and BDM Consulting Engineers, PLC, with offices at 3470 Washington Drive, Suite 200, Yankee Square II, Eagan, MN 55122, hereinafter referred to as the "Consultant." WITNESSETH: THAT, WHEREAS, the City of Shakopee desires to engage the Consultant, upon written authorization as hereinafter specified, to perform services as hereinafter provided; which are in accordance with the project scope and any addenda thereto, which scope of services by this Consultant together with addenda, if any, shall become a part ofthis Agreement; and WHEREAS, the Consultant made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal. NOW, THEREFORE, for the considerations herein expressed, it is agreed by and between the City and the Consultant as follows: SECTION 1. BASIC SERVICES OF THE CONSULTANT. A. The Consultant agrees to perform professional services in connection with projects as hereinafter stated. Special Conditions, maps, and drawings shall be referred to where applicable. B. The Consultant shall serve as the City's professional consultant in phases as specified, and shall give consultation and advice to the City during the performance of its services. C. The City shall divide work into two categories: Minor Projects and Major Projects. Minor Projects are expected to cost less, utilize less expertise, or take less time than Major Projects. 1. Minor Proj ects. The work to be performed by the Consultant for Minor Proj ects may be specified verbally or in writing, but shall be confirmed in writing by the City Administrator or desienee within 5 days. and are subject to City Council authorization. All Minor Project work shall be billed at the hourly rates specified in Exhibit A attached hereto and incorporated into this Agreement. The value of Minor Project work shall not exceed $500.00 $5.000.00 for each project. 2. Major Projects. The work to be performed by the Consultant for Major Projects shall be specified in an written Extension Agreement which sets forth all special conditions and requirements not otherwise provided for in this Agreement. Each Extension Agreement is subject to City Council authorization. The payment and fee schedule for Major Project work shall be established in the Extension Agreement. D. Time of performance. The services to be performed by the Consultant under this Agreement shall be commenced and completed in accordance with Extension Agreements, which shall each incorporate and be governed by this Agreement. E. Confidentiality. Any non-public reports, data, or similar information given to or prepared or assembled by the Consultant under this contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Consultant without prior written approval of the City. F. Liability and Indemnity. The parties mutually agree to the following: 1. The Consultant shall hold the City harmless and agrees to defend and indemnify the City, its employees and agents, for any claims, damages, losses, and expenses due to Consultant's negligent or wrongful acts or omissions. 2. The Consultant assumes full responsibility for relations with its subcontractors, and shall hold the City harmless and shall defend and indemnify the City, its employees and agents, for any claims, damages, losses, and expenses in any manner caused by such subcontractors, arising out of or connected with this contract. G. Insurance. The Consultant shall procure and maintain during the life of this Contract, and provide the City with a certificate of insurance showing, the following coverage: 1. Comprehensive General Liability msurance, including Broad Form Property Damage, Completed Operations and Contractual Liability for limits not less than $600,000 each occurrence for damages of bodily injury or death to one or more persons and $600,000 each occurrence for damage to or destruction of property. 2. Insurance coverage for Special Hazards, including but not limited to explosion hazard, collapse hazard, underground property damage hazard, (commonly known as XCU). 3. Comprehensive Automobile Liability Insurance, in an amount not less than $100,000 for each person for bodily injury or death; $300,000 for each accident for all damages of bodily injury or death to two or more people; and $50,000 for each occurrence for property damage. Coverage shall include all owned autos, non- owned autos, and hired autos. 4. Errors and Omissions Insurance against errors and omissions resulting from the performance of Consultant's work under this Agreement. Said coverage shall be in an amount not less than $1,000,000. 5. Workmen's Compensation insurance for all its employees as required by the Minnesota Worker's Compensation Act. 2 6. The City of Shakopee must be named as "ADDITIONALLY NAMED INSURED" on the insurance described in paragraphs 1, 2, and 3, and must receive notice ten (10) days prior to the cancellation or expiration any of the specified insurance. If the deductible provisions of the Consultant's coverage or any subcontractor's coverage is questioned by the City, the Consultant shall provide the City, upon request, "Proof of Assets" . 7. Subcontractors: In case any or all of this work is subcontracted, the Consultant shall require the subcontractor to procure and. maintain insurance which meets the above requirements. The Consultant shall obtain certificate(s) of insurance indicating this before allowing the subcontractor to commence operation of the proj ect. H. All of the services contemplated under this Agreement are personal and shall not be assigned, sublet or transferred without the prior written consent ofthe City. 1. The Consultant certifies that it has received a Certificate of Compliance from the Commissioner of Human Rights pursuant to Minnesota Statutes, 1981 Supplement, Section 363.073. J. The Consultant agrees in the performance of this contract not to discriminate on the ground or because of race, color, creed, religion, national origin, sex, disability, sexual orientation, age, marital status, or status with regard to public assistance, against any employee of Con- sultant or applicant for employment, and shall include a similar provision in all subcontracts let or awarded hereunder. K. Consultant covenants that it presently has no interest. and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services to be. performed under this Contract. The Consultant further covenants that in the performance of this contract no person having such interest shall be employed. SECTION n. THE CITY'S RESPONSIBILITIES. A. The City shall provide full information, including a detailed description of the scope, for the projects. B. The City will provide the Consultant with access to available information pertinent to the sites of the projects, including previous reports and any other data relative to design or construction of the projects. C. The City will give prompt notice to the Consultant whenever the City observes or otherwise becomes aware of any defect in a project. D. The City will obtain approval of all governmental authorities having jurisdiction over the projects and such approvals and consents from such other individuals or bodies as may be necessary for completion ofthe projects. 3 E. The City will furnish, or direct the Consultant to provide at the City's expense, necessary additional services. SECTION III. GENERAL PROVISIONS. A. This Agreement does not guarantee to the Consultant any work except as authorized in accordance with Section I above, or create an exclusive Consulting Contract. B. The City, may from time to time, require changes in the scope of the services of the Consultant to be performed herein. Such changes, including any increase or decrease in the amount of the Consultant's compensation, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written Change Orders or Extensions to this Contract. C. Period. This agreement shall be effective until January 1, 2007, unless terminated earlier as provided herein. D. The Consultant is an independent contractor and nothing contained herein shall constitute or designate the Consultant or any of Consultant's agents or employees as agents or employees of the City of Shakopee, Minnesota. Neither the Consultant nor Consultant's employees shall be entitled to any of the benefits established for the employees of the City nor be cov- ered by the Worker's Compensation Program of the City. E. The drawings, calculations, specifications, estimates, etc., produced by the Consultant under the terms of this Agreement, when accepted and paid for by the City, shall become the property of the City. This provision shall not preclude the.Consultant from retaining copies of such materials for its records. Notwithstanding the foregoing, the City shall indemnify and hold Consultant harmless from any claim or liability for injury or loss arising from or alleged to be arising from the subsequent unauthorized reuse of such materials without having first obtained the Consultant's written approval. fu no event shall reuse be deemed to occurred where the materials have been used on the project for which they are intended. F. Whenever possible, the period of performance of any specific project undertaken by the Consultant shall be mutually determined by the City and the Consultant prior to the time that notice to proceed on such work is given by the City. G. Laws. The Consultant, at all times, shall observe all federal, state, and local laws, and all rules and regulations issued pursuant thereto, which in any manner affect or govern the work contemplated under this Agreement. H. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to City and Consultant at the address shown above. The date of delivery of any notice shall be the date falling on the second full day after the day of its . mailing. 4 1. This Agreement and every question arising hereunder shall be construed or determined according to the laws ofthe State of Minnesota. SECTION N. PAYMENT AND FEE SCHEDULE. A. The City shall pay the Consultant for services furnished, and the Consultant shall accept as full payment, the sum described in the following paragraph. This sum shall include all services rendered by the Consultant under this Agreement (including all travel, living and overhead expenses incurred by the Consultant in connection with performing the services herein) except for special services authorized in writing by the City. The sum stipulated shall be considered a "Not to Exceed" cost to the City. B. The "Sum Not to Exceed" will contain two pacts: (1) the negotiated sum for the Preliminary Report, and (2) the negotiated sum for the preparation of contract documents. Negotiations for the preparation of contract documents will be completed after City Council approval of the Preliminary Report and authorization to proceed. The Consultant shall keep track of the costs billable under this contract at all times; any work in excess of the negotiated sum shall not be eligible for payment. The Consultant shall notify the City if Consultant anticipates that the negotiated sum may be exceeded, in order to determine whether or not the City is prepared to increase the compensation. C. The Consultant will bill the City monthly. The monthly billing will summarize the progress of the project as certified by the Consultant. The City will pay the Consultant within thirty (30) days after receipt of the bill. SECTION V. TERMINATION OF CONTRACT. A. Termination of Contract For Cause. If, through any cause (except those reasonably beyond Consultant's control), the Consultant shall fail to fulfill in timely and proper manner its obligations under this Contract, or if the Consultant shall violate any of the covenants, agreements, or stipulation of .this Contract, the City shall thereupon have the right to terminate this Contract by giving written notice to the Consultant of such. termination and specifying the effective date thereof, at least five (5) days before the effective date of termination. In that event the Consultant shall have sixty (60) days to furnish all finished or unfinished documents, computer programs, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the Consultant under this Contract, which shall, at the option of the City, become its property, and the Consultant shall be entitled to receive just, equitable compensation for any satisfactory work completed on such documents and other materials prior to the effective date of termination. B. Liability. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Contract by the Consultant, and the City may withhold any payments to the Consultant for the purpose of setoff until such time as the exact amount of damages due the City from the. Consultant is determined. 5 C. City's Right to Proceed. In the event this Contract is terminated for cause, then the City may take over and complete the work, by contract or otherwise, and the Consultant and its sureties shall be liable to the City for any costs over the amount of this contract thereby occasioned by the City. In any such case the City may take possession of, and utilize .in completing the work, such materials, appliances and structures as may be on the work site and are necessary for completion of the work. The foregoing provisions are in addition to, and not in limitation of, any other rights which the City may have. D. Termination Not For Cause. The City may terminate this Contract at any time, with or without cause, by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least fifteen (15) days before the effective date of such termination. In that event, the Consultant shall have sixty (60) days to furnish all finished or unfinished documents, computer programs, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the Consultant under this Contract, which shall, at the option of the City, become its property. If the Contract is terminated by the City as provided in this paragraph, the Consultant will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of the Consultant covered by this Contract, less payments or compensation previously made. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as ofthe day and year first above written. BDM Consulting Engineers, PLC CONSULTANT CITY OF SHAKOPEE, MINNESOTA Authorized Signature John J. Schmitt, Mayor ATTEST: Mark McNeill, City Administrator Title Judith S. Cox, City Clerk ENGR/SPECS-DETAILS-FORMS/CONSULTANT -CONTRACT 6