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RESOLUTION NO. 15069
A RESOLUTION AWARDING AN AGREEMENT FOR
PROFESSIONAL ENGINEERING SERVICES IN THE
AMOUNT OF $123,014.74 TO SHORT-ELLIOTT-
HENDRICKSON, INC., A COLORADO CORPORATION,
FOR PROJECT NO. 22-041 RFQ DESIGN AND
ENGINEERING FOR ADAMS AVENUE AND JACKSON
STREET ROUNDABOUT PROJECT AND AUTHORIZING
THE PURCHASING AGENT TO EXECUTE SAME
WHEREAS, proposals for Project No. 22-041 RFQ Design and Engineering for
Adams Avenue and Jackson Street Roundabout Project, have been received and
examined; and
WHEREAS, the proposal Short-Elliott-Hendrickson, Inc. (“SEH”), was determined
to be the most advantageous to the City of Pueblo, and in the best interest of the City of
Pueblo, based on the evaluation factors set forth in the Request for Proposals; NOW,
THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that
SECTION 1.
The City Council authorizes Project No. 22-041 RFQ Design and Engineering for
Adams Avenue and Jackson Street Roundabout to be performed, and the contract for
said services is hereby awarded to Short-Elliott-Hendrickson, Inc. (“SEH”), in the
amount of $123,014.74
SECTION 2.
Funds for said Agreement shall be paid from Project No. CI2206 – Adams
Avenue and Jackson Street Roundabout Project.
SECTION 3.
The Purchasing Agent is hereby authorized to execute said contract on behalf of
the City of Pueblo, a Colorado Municipal Corporation, and the City Clerk shall affix the
seal of the City thereto and attest the same.
SECTION 4.
The officers of the City are authorized to perform any and all acts consistent with
this Resolution to implement the policies and procedures described herein.
SECTION 5.
This Resolution shall become effective immediately upon passage and approval.
INTRODUCED: November 28, 2022
BY: Larry Atencio
MEMBER OF CITY COUNCIL
APPROVED:
PRESIDENT OF CITY COUNCIL
ATTESTED BY:
CITY CLERK
City Clerk's Office Item # M6
Background Paper for Proposed
Resolution
COUNCIL MEETING DATE: November 28, 2022
TO: President Heather Graham and Members of City Council
CC: Mayor Nicholas A. Gradisar
VIA: Marisa Stoller, City Clerk
FROM:
Andrew Hayes, Public Works Director
SUBJECT: A RESOLUTION AWARDING AN AGREEMENT FOR PROFESSIONAL
ENGINEERING SERVICES IN THE AMOUNT OF $123,014.74 TO
SHORT-ELLIOTT-HENDRICKSON, INC., A COLORADO
CORPORATION, FOR PROJECT NO. 22-041 RFQ DESIGN AND
ENGINEERING FOR ADAMS AVENUE AND JACKSON STREET
ROUNDABOUT PROJECT AND AUTHORIZING THE PURCHASING
AGENT TO EXECUTE SAME
SUMMARY:
This Resolution awards an Agreement for Professional Engineering Services to Short-
Elliott-Hendrickson, Inc. (“SEH”), for engineering design services for Adams Avenue
and Jackson Street Roundabout Project, No. 22-041. SEH was determined to be the
most responsible bidder and will be awarded a contract in the amount of $123,014.74.
PREVIOUS COUNCIL ACTION:
Ordinance 10120, dated February 28, 2022, created Project No. CI2206 for Adams
Avenue and Jackson Street Roundabout Project, an approved IGA between Pueblo
and CDOT relating to the Adams Avenue and Jackson Street Roundabout Project, and
budgeted and appropriated funds from CDOT totaling $900,000 for the Project.
Resolution 14860, dated April 25, 2022, authorized the transfer of $100,000 from
Project No. CI2204 to Project No. CI2206.
BACKGROUND:
The City of Pueblo was awarded a Highway Safety Improvement Program (HSIP) Grant
with an overall project cost of $1,000,000. CDOT will provide $900,000 of the project
funding and, under the grant agreement, the City of Pueblo is required to provide 10%
of the project funding in the amount of $100,000.
In August 2022, the City of Pueblo solicited Requests for Proposals for Engineering
Design Services for Adams Avenue and Jackson Street Roundabout Project. After
reviewing the proposals, SEH was determined to be the most advantageous to the City
of Pueblo, and in the best interest of the City of Pueblo, based on the evaluation factors
set forth in the Request for Proposals.
FINANCIAL IMPLICATIONS:
Funding in the amount of $123,014.74 will be paid from CI2206 – Adams Avenue and
Jackson Street Roundabout Project.
BOARD/COMMISSION RECOMMENDATION:
Not Applicable to this Resolution.
STAKEHOLDER PROCESS:
Not Applicable to this Resolution.
ALTERNATIVES:
Denial of this Resolution will result in the City of Pueblo being unable to proceed with
the design of the Adams Avenue and Jackson Street Roundabout Project.
RECOMMENDATION:
Approval of the Resolution.
ATTACHMENTS:
1. 22-041 SEH PROPOSED AGREEMENT Adams and Jackson Roundabout
DocuSign Envelope ID:07203E73-OC3A-45E6-B78E-8D3B3EB5D571
AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES
BY AND BETWEEN CITY OF PUEBLO AND
SHORT ELLIOTT HENDRICKSON, INCORPORATED
THIS AGREEMENT("Agreement") made and entered this 29th day of November, 2022 by and between
the City of Pueblo, a Municipal Corporation (hereinafter"Owner" or"City") and Short Elliott
Hendrickson, Incorporated, a Minnesota Corporation authorized to do business in the State of Colorado
(hereinafter"Consultant"), a professional engineering firm for Consultant to render certain professional
planning, design, engineering and related services for Owner in connection with Bid 22-041 RFQ Design
and Engineering for Adams and Jackson Roundabout, hereinafter referred to as the "Project." In
consideration of the mutual covenants hereinafter set forth,the parties agree as follows:
SECTION 1. GENERAL
1.1
Consultant shall satisfactorily perform professional planning and design services for all phase of Project
indicated below by mark placed in the appropriate boxes with the ordinary degree of skill and care that
would be used by other reasonably competent practitioners of the same discipline under similar
circumstances in the same location:
[] -Study and Report Phase
[X] - Preliminary Design (Schematic) Phase
[X] - Final Design Phase
[X] - Preparation of Contract Documents& Bidding Phase
[X] -Construction Services Phase
Upon completion of any phase,Consultant shall not proceed with work on the next phase, if any, until
authorized in writing by Owner to proceed therewith.
Such services shall include all usual and customary professional engineering services and the furnishing
(directly or through its professional consultants) of customary and usual civil, structural, mechanical,
electrical engineering, environmental, and planning services.Consultant shall also provide any landscape
engineering and geotechnical services incidental to its work on the Project.
1.2
In performing the professional services, Consultant shall complete the work items described generally in
Schedule 1—"Scope of Services" and the items identified in Section 2 of this Agreement which are
applicable to each phase for which Consultant is to render professional services.
1.3
Professional engineering services(whether furnished directly or through a professional subcontractor)
shall be performed under the direction and supervision of a registered engineer in good standing and
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duly licensed to practice in the State of Colorado. Reproductions of final drawings for construction
produced under this Agreement shall be the same as at least one record set which shall be furnished to
Owner and which shall be signed by and bear the seal of such registered engineer.
1.4
Surveying work included within or reasonably contemplated by this Agreement shall be performed
under the direction and supervision of a registered Professional Land Surveyor in good standing and duly
licensed to practice in the State of Colorado.All plats and surveys produced under this Agreement shall
be signed by and bear the seal of said Professional Land Surveyor.
1.5
Any architect services provided under this Agreement shall be performed under the direction and
supervision of an architect licensed to practice architecture in the state of Colorado.
SECTION 2. ENGINEERING SERVICES
2.1 Study and Report Phase.
If Consultant is to provide professional services with respect to the Project during the Study and Report
Phase,Consultant shall perform the following unless otherwise stated in Schedule 1:
A. Consult with Owner to determine his requirements for the Project and review available data.
B. Advise Owner as to the necessity of his providing or obtaining from others data or services of
the types described in paragraph 2.2(c) and assist Owner in obtaining any such services.
C. Provide special analyses of Owner's needs, planning surveys, site evaluations and comparative
studies of prospective sites and solutions.
D. Identify and analyze requirements of governmental authorities and regulatory agencies involved
in approval or permitting any aspect of Project.
E. Provide general economic analysis of Owner's requirements applicable to various alternatives.
F. Prepare a Report with appropriate exhibits indicating clearly the considerations involved and the
alternative solutions available to Owner and setting forth Consultant's findings and
recommendations with opinions of probable costs.
G. Furnish one (1) hard copy and one (1)electronic copy of the Report and present and review it in
person with Owner. Owner may request additional copies as needed for no additional charge.
2.2 Preliminary Design (Schematic)
If Consultant is to provide professional services with respect to the Project during the Preliminary Design
Phase,Consultant shall perform the following unless otherwise stated in Schedule 1:
A. Consult with Owner and determine the general design concept and Project requirements based
upon information furnished by Owner as well as any study or report on the Project.
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B. Prepare and submit to Owner preliminary design documents consisting of final design criteria,
preliminary drawings, an outline of specifications, and written descriptions of all significant
features of Project.
C. Prepare and submit to Owner a requirements checklist of any subsurface investigation,
additional data, permits,or other information and requirements which is anticipated will be
necessary for the design or construction of Project.
D. Provide written disclosure to Owner of significant design assumptions and design risks and
advantages/disadvantages inherent in or presented by design alternatives and make
recommendations to Owner based thereon.
E. Prepare and submit to Owner a preliminary cost estimate for the Project including construction
cost, contingencies, professional compensation, consultant fees, costs of land and rights of way,
compensation for damages and finance costs, if any.
F. Consultant shall furnish one (1) hard copy and one (1) electronic copy of each above referenced
submittal document to Owner for Owner's use and shall review same in person with Owner.
Owner may request additional copies as needed for no additional charge.
2.3 Final Design Phase.
If Consultant is to provide professional services with respect to the Project during the Final Design
Phase,Consultant shall perform the following unless otherwise stated in Schedule 1:
A. After consultation with the Owner, receipt of Owner's selection of any design options and review
of the Preliminary Design Documents, if any, prepare and submit to Owner final Drawings
showing the scope, extent, and character of the work to be performed by contractors, and
Specifications describing such work and the requirement therefor. Such plans and Specifications
shall comply with all applicable building codes and requirements of regulatory agencies having
any approval authority. Final design, including Drawings and Specifications, shall also comply
with ADA Accessibility Guidelines(ADAAG) Manual developed by the U. S. Architectural and
Transportation Barriers Board (1998) or ADA Standards for Accessible Design published at 28
C.F.R. Part 36, Appendix A, whichever is applicable. Consultant shall include an attest statement
on each record drawing sheet of final plan drawings that certifies compliance with either the
ADAAG Manual or 28 CFR Part 36 Standards.
B. Make reasonable revisions to the Drawings and Specifications requested by Owner, informing
the Owner of any change in probable construction costs as a result of such revisions.
C. Provide technical criteria, written descriptions, and design data for Owner's use, and disclose any
significant risks and advantages/disadvantages inherent in or presented by design choices.
D. Based upon Consultant's customary and usual professional judgment, prepare and submit to
Owner a current detailed cost estimate for the Project including construction cost,
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contingencies, professional compensation, consultant fees, land and right of way costs,
damages,and finance costs, if any.
E. Consultant shall furnish one (1) hard copy and one (1) electronic copy of each above referenced
submittal document to Owner for Owner's use and shall review same in person with Owner.
Owner may request additional copies as needed for no additional charge.
2.4 Preparation of Construction Documents & Bidding Phase.
If Consultant is to provide professional services with respect to the Project during the Preparation of
Construction Documents& Bidding Phase, Consultant shall perform the following unless otherwise
stated in Schedule 1:
A. Prepare and submit to Owner draft forms of contract agreement,general and special conditions,
bid forms invitations to bid, information for bidders,forms of warranty and including any special
requirements imposed upon such contracts by any federal or other funding source and by any
regulatory agency. In preparing such draft forms, Consultant shall consider and incorporate,to
the extent both advisable and feasible, Owner's standard forms of agreement,warranty,
payment and performance bonds, general conditions,and selected specifications.
B. After review and comment by Owner, prepare and submit all deliverables identified in Schedule
1 to this Agreement,final forms of contract agreement, general and special conditions,
drawings, specifications, bid forms, invitations to bid, information for bidders, and forms of
warranty,together with any addenda which may be required or appropriate to correct errors,
clarify drawings or specifications or advise of changes. One (1) hard copy and one (1) electronic
copy of these final bid documents shall be furnished to Owner. Unless otherwise specified in
Schedule 1, a copy of all contract documents and drawings shall also be submitted to Owner in
Microsoft Word and AutoCAD (2006 or later version)format on electronic media.
C. Make recommendations to Owner concerning the need for prequalification of equipment,
vendors or bidders, and, if requested by Owner, incorporate prequalification requirements in
final bid and construction contract documents.
D. Attend a pre-bid conference with bidders to discuss Project requirements and receive requests
for clarification, if any,to be answered by Consultant in writing to all plan holders.
E. Consult with and make recommendations to Owner concerning acceptability of bidders,
subcontractors, suppliers, materials, equipment, suitability of proposed "or equals", amount of
bids, and any other matter involved in consideration and review of bids and bidders upon which
Owner may reasonably request Consultant's advice.
2.5 Construction Services Phase,
If Consultant is to provide professional services with respect to the Project during the Construction
Services Phase, after award by the Owner of a general contractor for construction of the Project,
Consultant shall perform the following unless otherwise stated in Schedule 1:
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A. Perform all duties and functions to be performed by Consultant under the terms of the
construction contract.
B. Visit the Project site, perform observations as to the progress and quality of the work and advise
the Owner as to same.The frequency and level of observation shall be commensurate with the
nature of the work and size of the Project, except that any specific provisions set forth in
Schedule 1-Scope of Services concerning the level of observation shall determine Consultant's
obligation concerning level of observation.
C. Make determinations as to whether the work is proceeding in accordance and compliance with
the construction contract documents.
D. Promptly advise the Owner in writing of any omissions, substitutions, defects,or deficiencies
noted in the work of any contractor, subcontractor, supplier, or vendor on the Project.
E. Reject any work on the Project that does not conform to the contract documents.
F. On request of the Owner,the construction contractor or any subcontractor on the Project, issue
written interpretations as to the drawings and specifications and requirements of the
construction work.
G. Review shop drawings,samples, product data, and other submittals of the contractor for
conformance with the design concept of Project and compliance with the drawings,
specifications, and all other contract documents,and indicate to contractor and Owner with
respect thereto, any exceptions noted,or modification or resubmittals required.
H. Review all applications of contractor for payment and in connection with same, issue certificates
for payment to the Owner for such amounts as are properly payable under the terms of the
construction contract. Each such certificate shall constitute Consultant's representation to
Owner that it has inspected the Project and that to the best of its knowledge,the work for
which payment has been sought has been completed by contractor in accordance with the
drawings, specifications, and other contract documents.
I. Subject to written concurrence by Owner, promptly render a written recommendation to Owner
concerning all proposed substitutions of material and equipment.
J. Draft,for Owner's consideration, and offer recommendations upon, all proposed change orders
and contract modifications.
K. On application for final payment by the contractor, make a final inspection of the Project,
assembling and delivering to the Owner any written guaranties, instructions manuals, as-built
drawings, diagrams, and charts required by the contract documents, and issuing a certificate of
final completion of the Project.
L. The Consultant shall, if provided in the construction contract, be the interpreter of the
construction documents and arbiter of claims and disputes thereunder. Upon written request of
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the Owner or contractor,the Consultant shall promptly make written interpretations of the
contract documents and render written decisions on all claims, disputes and other matters
relating to the execution or progress of the work on the Project. The interpretations and
decisions of the Consultant shall be final and binding on the contractor and Owner, unless the
Director of Public Works of the Owner shall,within seven calendar days after receipt of the
Consultant's interpretation or decision, file its written objections thereto with the Consultant
and contractor.
2.6 Additional Responsibilities.
This paragraph applies to all phases of Consultant's work.
A. Consultant shall be responsible for the professional quality,technical accuracy, timely
completion, and coordination of all of Consultant's work, including that performed by
Consultant's subconsultants and subcontractors, and including designs, drawings, specifications,
reports, and other services, irrespective of Owner's approval or acquiescence to same.
Consultant shall,without additional compensation, correct or revise any errors, omissions, or
other deficiencies in its work.
B. Consultant shall be responsible, in accordance with applicable law,to Owner for all loss or
damage to Owner caused by Consultant's negligent act or omission;except that Consultant
hereby irrevocably waives and excuses Owner and its attorneys from compliance with any
requirement to obtain a certificate of review as a condition precedent to commencement of an
action, including any such requirements set forth in Section 13-20-602, C.R.S. or similar statute.
C. Consultant's professional liability shall comply with the standard of care applicable to the type of
engineering and architectural services provided, for similarly situated Consultants,
commensurate with the size, scope, location, and nature of the Project.
D. Consultant shall be completely responsible for the safety of Consultant's employees in the
execution of work under this Agreement, shall provide all necessary safety equipment for said
employees, and shall hold harmless and indemnify and defend Owner from any and all claims,
suits, loss,or injury to Consultant's employees.
E. Consultant acknowledges that, due to the nature of engineering and related professional
services and the impact of same on the Project,the Owner has a substantial interest in the
personnel and subconsultants to whom Engineer assigns principal responsibility for services
performed under this Agreement. Consequently, Consultant represents that Consultant has
selected and intends to employ or assign the key personnel and consultants identified in
Schedule 4-"Identification of Personnel,Subcontractors, and Task Responsibility", attached
hereto for the Project assignments and areas of responsibility stated therein. Within 10 days of
execution of this Agreement, Owner shall have the right to object in writing to employment on
the Project of any such key person, subconsultant, or assignment of principal responsibility, in
which case Consultant will employ alternate personnel for such function or reassign such
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responsibility to another to whom Owner has no reasonable objection.Thereafter, Consultant
shall not assign or reassign Project work to any person to whom Owner has reasonable
objection.Within five (5) days of execution of this Agreement,Consultant shall designate in
writing a Project representative who shall have complete authority to bind Consultant, and to
whom Owner should address communications.
F. Promptly after execution of this Agreement and upon receipt of authorization from Owner to
proceed,Consultant shall submit to Owner for approval a schedule showing the order in which
Consultant proposes to accomplish its work, with dates on which it will commence and
complete each major work item.The schedule shall provide for performance of the work in a
timely manner so as to not delay Owner's timetable for achievement of interim tasks and final
completion of Project work, provided however,the Consultant will not be responsible for delays
beyond its control.
G. Before undertaking any work which Consultant considers beyond or in addition to the scope of
work and services which Consultant has contractually agreed to perform under the terms of this
Agreement, Consultant shall advise Owner in writing(i) that Consultant considers the work
beyond the scope of this Agreement, (ii)the reasons the Consultant believes the out of scope or
additional work should be performed,and (iii) a reasonable estimate of the cost of such work.
Consultant shall not proceed with such out of scope or additional work until authorized in
writing by Owner.The compensation for such authorized work shall be negotiated, but in the
event the parties fail to negotiate or are unable to agree as to compensation, then Consultant
shall be compensated for its direct costs and professional time at the rates set forth in Schedule
2 - "Fee Schedule".
2.7 Requirements Where Federal Assistance Provided.
A. Work to be performed by Consultant under this Agreement is funded in whole or in part with
federal and/or state funds.As such,this Agreement shall be construed to include all applicable
terms required by any federal and/or state assistance agreement and integrated federal and
state regulations including the State of Colorado Intergovernmental Agreement dated March 29,
2022 between the State of Colorado ("State") and Owner("Grant Agreement"),which is
incorporated herein by this reference, and the Federal and State contract provisions set forth in
Schedule 4. By executing this Agreement, Engineer agrees to be bound by all such mandatory
federal and state requirements, irrespective of Engineer's actual knowledge or lack of
knowledge of such requirements prior to the execution of this Agreement. Without limiting
Engineer's obligation, Consultant expressly acknowledges the following requirements:
1. The design work under this Agreement shall be compatible with the requirements of the
Grant Agreement for the design/construction of the project. The State is an intended third-
party beneficiary of this Agreement for that purpose.
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2. Upon advertisement of the project work for construction,the Consultant shall make
available services as requested by the State to assist the State in the evaluation of
construction and the resolution of construction problems that may arise during the
construction of the project.
3. The Consultant shall review the construction contractor's shop drawings for conformance
with the contract documents and compliance with the provisions of the State's publication,
Standard Specifications for Road and Bridge Construction, in connection with this work.
4. The State, in its sole discretion, may review construction plans, special provisions, and
estimates; and may require Owner to make such changes therein as the State determines
necessary to comply with State and FHWA requirements.
B. Consultant further agrees that it shall be liable for and obligated to pay Owner any and all
amounts for which State may seek reimbursement from Owner arising out of Engineer not
meeting the contract commitments as set forth or otherwise required pursuant to CDOT
Professional Services Local Agency Civil Rights& Disadvantaged Business Enterprise (DBE)
Contract Requirements.See Schedule 5 attached.
SECTION 1 OWNER'S RESPONSIBILITIES
3.1 Owner shall.
A. Designate a representative to whom all communications from Consultant shall be directed and
who shall have limited administrative authority on behalf of Owner to receive and transmit
information and make decisions with respect to Project. Said representative shall not, however,
have authority to bind Owner as to matters of legislative or fiscal policy.
B. Advise Consultant of Owner's Project requirements including objective, project criteria, use and
performance requirements, special considerations, physical limitations,financial constraints,
and required construction contract provisions and standards.
C. Provide Consultant with available information pertinent to the Project including any previous
reports, studies or data possessed by Owner which relates to design or construction of the
Project.
D. Assist in arranging for Consultant to have access to enter private and public property as required
for Consultant to perform its services.
E. Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents
presented by Consultant, and render written decisions pertaining thereto within a reasonable
time.The Owner's approval of drawings, design, specifications, reports and incidental
engineering work or materials furnished hereunder shall not in any way relieve the Consultant
of responsibility for the professional adequacy of his work.The Owner's review, approval, or
acceptance of, or payment for, any of the services shall not be construed to operate as a waiver
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of any rights under this Agreement or of any cause of action arising out of the performance of
this Agreement.
F. Upon advice of the necessity to do so from Consultant, obtain required approvals and permits
for the Project. The Consultant shall provide all supportive documents and exhibits necessary for
obtaining said approvals and permits.
G. Notify Consultant whenever Owner becomes aware of any substantial development or
occurrence which materially affects the scope or timing of Consultant's services.
H. Owner shall perform its obligations and render decisions within a reasonable time under the
presented circumstances. However, given the nature of Owner's internal organization and
requirements, a period of 14 days shall be presumed reasonable for any decision not involving
policy decision or significant financial impact.A period of 45 days shall be presumed reasonable
for Owner to act with respect to any matter involving policy or significant financial impact.
SECTION 4. TIME FOR PERFORMANCE
Consultant's obligation to render services shall continue for such period of time as may reasonably be
required for completion of the work contemplated in Schedule 1—"Scope of Services" and Section 2 of
this Agreement. Proposed work schedule attached as Schedule 3 may only be altered by agreement of
all parties.
SECTION 5, PAYMENT
5.1
Owner will pay to Consultant as full compensation for all services required to be performed by
Consultant under this Agreement, except for services for additional work or work beyond the scope of
this Agreement, an amount not to exceed $123,014.74 in the aggregate as set forth in Schedule 2 - "Fee
Schedule" and computed in accordance with this Section. In the event compensation for services is set
forth in Schedule 2 as to each phase of work indicated in Section 1.1 of this Agreement, the maximum
amount of compensation for any phase shall not exceed the amount specified in Schedule 2 for such
phase.
5.2
Consultant shall submit periodic, but not more frequently than monthly, applications for payment,
aggregating to not more than the maximum amount,for actual professional services rendered and
reimbursable expenses incurred. Such applications shall be submitted with appropriate documentation
that such services have been performed and expenses incurred. Thereafter,Owner shall pay Consultant
for the amount of the application within 40 days of the date of billing, provided that sufficient
documentation has been furnished, and further provided that Owner will not be required to pay more
than 90%of the maximum amount unless the Consultant's services on the Project phases for which this
Agreement is applicable have been completed to Owner's reasonable satisfaction and all required
Consultant submittals have been provided. In addition, City may withhold from payment of the final
invoice or payment for the final phase of the Project any and all amounts for which State may seek
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reimbursement from Owner arising out of Engineer not meeting the contract commitments as set forth
or otherwise required pursuant to CDOT Professional Services Local Agency Civil Rights& Disadvantaged
Business Enterprise (DBE) Contract Requirements. See Schedule 4.
5.3
The rates of compensation for service and for reimbursable expenses to be used with periodic and final
payment applications shall be those set forth in Schedule 2- "Fee Schedule."
5,4
No separate or additional payment shall be made for profit, overhead, local telephone expenses,
lodging, routine photocopying, computer time, secretarial or clerical time or similar expenses unless
otherwise provided and listed in Schedule 2 - "Fee Schedule."
5.5
No compensation shall be paid to Consultant for services required and expenditures incurred in
correcting Consultant's mistakes or negligence.
5.6
Compensation for authorized work beyond the scope of this Agreement shall be governed by Section
2.6(g).
SECTION 6. TERMINATION
6.1
Owner reserves the right to terminate this Agreement and Consultant's performance hereunder, at any
time upon written notice, either for cause or for convenience. Upon such termination, Consultant and
its subcontractors shall cease all work, stop incurring expenses, and shall promptly deliver to Owner all
data, drawings, specifications, reports, plans, calculations, summaries and all other information,
documents, work product and materials as Consultant may have accumulated in performing this
Agreement,together with all finished work and work in progress.
6.2
Upon termination of this Agreement for events or reasons not the fault of Consultant, Consultant shall
be paid at the rates specified in Schedule 2 for all services rendered and reasonable costs incurred to the
date of termination;together with any reasonable costs incurred within 10 days of termination provided
such latter costs could not be avoided or were incurred in mitigating loss or expenses to Consultant or
Owner. In no event shall payment to Consultant upon termination exceed the maximum compensation
provided for complete performance in Section 5.1.
6.3
In the event termination of this Agreement or Consultant's services is for breach of this Agreement by
Consultant, or for other fault of Consultant including but not limited to any failure to timely proceed
with work, or to pay its employees and subconsultants or subcontractors, or to perform work according
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to the highest professional standards, or to perform work in a manner deemed satisfactory by Owner's
Project Representative, then in that event, Consultant's entire right to compensation shall be limited to
the lesser of: (a)the reasonable value of completed work to Owner, or(b) payment at the rates
specified in Schedule 2 for services satisfactorily performed and reimbursable expenses reasonably
incurred, prior to date of termination.
6.4
Consultant's professional responsibility for its completed work and services shall survive any
termination.
SECTION 7. GENERAL PROVISIONS
7.1 Ownership of Documents.
All designs, drawings, specifications,technical data, and other documents or instruments procured or
produced by the Consultant in the performance of this Agreement shall be the sole property of the
Owner and the Owner is vested with all rights therein of whatever kind and however created, whether
created by common law, statutory law, or by equity.The Consultant agrees that the Owner shall have
access at all reasonable times to inspect and make copies of all notes,designs, drawings, specifications,
and all other technical data pertaining to the work to be performed under this Agreement. In the event
Owner uses the designs, drawings or specifications provided hereunder for another project independent
from Project, without adaptation by Consultant, Owner shall hold harmless Consultant from all loss,
claims, injury, and judgments arising from the use of such designs, drawings or specifications for such
other project.
7.2 Advertising.
Unless specifically approved in advance in writing by Owner, Consultant shall not include
representations of the Project in any advertising or promotional materials,except for accurate
statements contained in resumes or curriculum vitae of Consultant's employees. If Consultant wishes to
include representations in advertising or promotional materials, it shall submit a draft of same and
printer's proof of the proposed advertising or promotional materials to the Owner for prior review and
shall not publish or distribute same unless written approval of the materials is first obtained.
7.3 Insurance and Indemnity.
A. Consultant agrees that it has procured and will maintain during the term of this Agreement,
such insurance as will protect it from claims under workers' compensation acts, claims for
damages because of bodily injury including personal injury, sickness or disease or death of any
of its employees or of any person other than its employees, and from claims or damages
because of injury to or destruction of property including loss of use resulting therefrom;and
such insurance will provide for coverage in such amounts as set forth in subparagraph 8.2(b)
below.
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B. Insurance coverage shall meet all requirements of the Grant Agreement as provided in
Subsection 2.7 of this Agreement. Consultant shall obtain and keep in force the following
insurance policies and meet and perform the following conditions and requirements:
1. Workers' Compensation Insurance as required by statutory requirements in Colorado and in
any other state or states where the work is performed, and employers' liability insurance
covering all employees acting within the course and scope of their employment.
2. Commercial General Liability Insurance written on an Insurance Services Office occurrence
form, covering premises operations,fire damage, independent contractors, products and
completed operations, blanket contractual liability, personal injury, and advertising liability
with minimum limits as follows:
a. $1,000,000 each occurrence;
b. $1,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any 1 fire
3. Automobile Liability.Automobile liability insurance covering any auto (including owned,
hired, and non-owned autos) with a minimum limit of$1,000,000 each accident combined
single limit.
4. Protected Information. Liability insurance covering all loss of State Confidential Information
as defined in the Grant Agreement, such as PII, PHI, PCI, Tax Information, and CJI, and claims
based on alleged violations of privacy rights through improper use or disclosure of protected
information with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate
5. Professional Liability Insurance. Professional Liability insurance covering any damages
caused by an error, omission or any negligent act with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate
6. Crime Insurance. Crime insurance including employee dishonesty coverage with minimum
limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate
7. Insurance Conditions and Requirements
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a. All insurance policies shall be issued by insurance companies with an AM Best rating of
A-VIII or better.
b. The Owner and State shall be named as an additional insured on all commercial general
liability policies required of Consultant. In the event of cancellation of any commercial
general liability policy,the carrier shall provide at least 10 days prior written notice to
Owner and State.
c. Coverage provided by Consultant shall be primary over any insurance or self- insurance
program carried by Owner or State.
d. All commercial insurance policies shall include provisions preventing cancellation or
non-renewal, except for cancellation based on non-payment of premiums, without at
least 30 days prior notice to Owner.
e. All commercial insurance policies shall include clauses stating that each carrier shall
waive all rights of recovery under subrogation or otherwise against Owner and State, its
agencies, institutions, organizations,officers, agents, employees, and volunteers.
f. Consultant shall provide certificates evidencing Consultant's insurance coverage
required under this Agreement as a condition of approval of this Agreement by Owner.
C. Engineer agrees to hold harmless, defend and indemnify Owner from and against any liability to
third parties, arising out of negligent acts, errors or omissions of Engineer, his employees,
subcontractors, and consultants.
7,4 Notices.
Any and all notices or other communications required or permitted by this Agreement or by law to be
served on or given to either the Owner or the Consultant by the other party shall be in writing and shall
be deemed duly served and given when personally delivered to the party to whom it is directed, or in
lieu of such personal service when deposited in the United States mail, first-class postage prepaid,
addressed to the Owner, City of Pueblo, Department of Public Works,Attn:Andrew Hayes, Director, 211
E. D Street, Pueblo, CO, 81003 or to the Consultant, Short Elliott Hendrickson, Inc., Attn:James Hayson,
PE/Principal, 503 North Main Street, Suite 225 Thatcher Building, Pueblo, CO, 81003-3138. Either party
may change his address for the purpose of this paragraph by giving written notice of such change to the
other party in the manner provided in this paragraph.
7.5 Entire Agreement.
This instrument contains the entire agreement between the Owner and the Consultant respecting the
Project, and any other written or oral agreement or representation respecting the Project or the duties
of either the Owner or the Consultant in relation thereto not expressly set forth in this instrument are
null and void. Notwithstanding the foregoing,the terms of Bid 22-041 RFQ Design and Engineering for
Adams and Jackson Roundabout are hereby incorporated herein, and Consultant agrees to abide by and
comply with the same. In the event of any conflict between any provision of this Agreement and a
provision of any Schedule or attachment to this Agreement,the provision in this Agreement shall control
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and supersede the conflicting provision in the Schedule or attachment.Any inconsistent resolution
provision in any attachment to this Agreement shall be void.
7.6 Successors and Assigns.
This Agreement shall be binding on the parties hereto and on their partners, heirs, executors,
administrators, successors, and assigns; provided, however,that neither this Agreement, nor any part
thereof, nor any moneys due or to become due hereunder to the Consultant may be assigned by it
without the written consent of the Owner. It is expressly understood and agreed that enforcement of
the terms and conditions of this Agreement, and all rights of action relating to such enforcement,shall
be strictly reserved to the parties hereto, and nothing contained in this Agreement shall give or allow
any such claim or right of action by any other or third person or entity on such Agreement. It is the
express intention of the parties hereto that any person or entity,other than the parties to this
Agreement, receiving services or benefits under this Agreement shall be deemed to be an incidental
beneficiary only.
7.7 Amendments.
No amendment to this Agreement shall be made nor be enforceable unless made by written
Amendment signed by an authorized representatives of both Consultant and Owner.
7.8 Choice of Law and Venue.
This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado.
Venue for any action arising under this Agreement or for the enforcement of this Agreement shall be in
a state court with jurisdiction located in Pueblo County, Colorado.
7.9 Equal Employment Opportunity.
In connection with the performance of this Agreement, Consultant shall not discriminate against any
employee or applicant for employment because of race, color, religion, sex, sexual orientation, national
origin, disability, or age. Consultant shall endeavor to ensure that applicants are employed, and that
employees are treated during employment without regard to their race, color, religion, sex, sexual
orientation, national origin, disability, or age.
7.10 Severability.
If any provision of this Agreement, except for Section 2.6, is determined to be directly contrary to and
prohibited by law or the requirements of any federal grant or other Project funding source,then such
provision shall be deemed void and the remainder of the Agreement enforced. However, it is the intent
of the parties that Section 2.6 of this Agreement not be severable, and that if any provision of said
section be determined to be contrary to law or the terms of any federal grant,then this entire
Agreement shall be void.
7.11 Appropriations.
Subject to execution of this Agreement by the Director of Finance certifying that a balance of
appropriation exists and funds are available,the amount of money appropriated for this Agreement is
equal to or in excess of the maximum compensation payable hereunder; provided, however,that if work
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is phased and subject to annual appropriation,funds only in the amount of initial appropriation are
available and Consultant shall confirm availability of funds before proceeding with work exceeding initial
and subsequent annual appropriations.
7.12 Additional Requirements on Federally or State Funded Agreements.
If any of the work to be performed by Consultant under this Agreement is funded in whole or in part
with federal or state funds,then this Agreement shall be construed to include all applicable terms
required by the federal or state assistance agreement and integrated federal or state regulations. By
executing this Agreement,Consultant agrees to be bound by all such mandatory federal or state
requirements, irrespective of Consultant's actual knowledge or lack of knowledge of such requirements
prior to execution of this Agreement.
7.13 Access to Property Not Under Orner's Control.
Consultant acknowledges that the Project may require access to property not under the control of
Owner at the time of execution of this Agreement. Consultant and Consultant's employees and
subconsultants shall, at Consultant's expense, obtain all additional necessary approvals and clearances
required for access to such property. Owner shall assist Consultant in obtaining access to such property
at reasonable times but make no warranty or representation whatsoever regarding access to such
property. Consultant understands and agrees that entry to properties not under Owner's control may
require Consultant to comply with the terms of separate access agreements to be negotiated hereafter
with owners of such property.
SECTION 8. ADDITIONAL REQUIREMENTS ON FEDERAL OR STATE FUNDED
PROJECTS
8.1
Work to be performed by Consultant under this Agreement is funded in whole or in part with federal
and/or state funds.As such,this Agreement shall be construed to include all applicable terms required
by any federal and/or state assistance agreement and integrated federal and state regulations including
the State of Colorado Intergovernmental Agreement dated March 29, 2022 between the State of
Colorado ("State") and Owner("Grant Agreement"),which is incorporated herein by this reference, and
the Federal and State contract provisions set forth in Schedule 4. By executing this Agreement,
Consultant agrees to be bound by all such mandatory federal and state requirements, irrespective of
Engineer's actual knowledge or lack of knowledge of such requirements prior to the execution of this
Agreement. Without limiting Consultant's obligation, Consultant expressly acknowledges the following
requirements:
A. The design work under this Agreement shall be compatible with the requirements of the Grant
Agreement for the design/construction of the project.The State is an intended third-party
beneficiary of this Agreement for that purpose.
B. Upon advertisement of the project work for construction, the Consultant shall make available
services as requested by the State to assist the State in the evaluation of construction and the
resolution of construction problems that may arise during the construction of the project.
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C. The Consultant shall review the construction contractor's shop drawings for conformance with
the contract documents and compliance with the provisions of the State's publication, Standard
Specifications for Road and Bridge Construction, in connection with this work.
D. The State, in its sole discretion, may review construction plans, special provisions, and
estimates; and may require Owner to make such changes therein as the State determines
necessary to comply with State and FHWA requirements.
8.2
Consultant further agrees that it shall be liable for and obligated to pay Owner any and all amounts for
which State may seek reimbursement from Owner arising out of Consultant not meeting the contract
commitments as set forth or otherwise required pursuant to CDOT Professional Services Local Agency
Civil Rights& Disadvantaged Business Enterprise (DBE) Contract Requirements. See Schedule 4.
SECTION 9. DISPUTES
9,1
Any dispute or disagreement between Consultant and Owner arising from or relating to this Agreement
or Consultant's services or right to payment hereunder shall be determined and decided by the Owner's
Director of Public Works whose written decision shall be final and binding unless judicial review is
sought in a Colorado Court of competent jurisdiction located in Pueblo County, Colorado, pursuant to
Rule 106, C.R.C.P.
9.2
Pending resolution of any dispute or disagreement, or judicial review, Consultant shall proceed diligently
with performance of its work under this Agreement.
SECTION 10. SCHEDULES
The following Schedules are attached to and made a part of this Agreement:
Schedule 1 -"Scope of Services" consisting of 3 pages.
Schedule 2 - "Fee Schedule" consisting of 1 page.
Schedule 3 -"Work Schedule" consisting of 1 page.
Schedule 4-"Identification of Personnel, Subcontractors, and Task Responsibility" consisting of 15
pages.
Schedule 5- Federal Highway Administration (FHWA)Contract Clauses including "CDOT Professional
Services Local Agency Civil Rights& Disadvantaged Business Enterprise (DBE) Contract Requirements"
consisting of 25 pages.
SECTION 11. ACCESSIBILITY.
The Americans with Disabilities Act(ADA) provides that it is a violation of the ADA to design and
construct a facility for first occupancy later than January 26, 1993,that does not meet the accessibility
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and usability requirements of the ADA except where an entity can demonstrate that it is structurally
impractical to meet such requirements.The Consultant therefore, will use its best reasonable
professional efforts to implement applicable ADA requirements and other federal, state, and local laws,
rules codes, ordinances and regulations as they apply to the Project.
SECTION 12. COMPLIANCE WITH IMMIGRATION REFORM.
Consultant certifies that it has complied with the United States Immigration Reform and Control Act of
1986. Consultant represents and warrants that to the extent required by said Act, all persons employed
by Consultant for performance of this contract have completed and signed Form 1-9 verifying their
identities and authorization for employment.
SECTION 13. PERA LIABILITY
The Consultant shall reimburse the City for the full amount of any employer contribution required to be
paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA") for salary or other
compensation paid to a PERA retiree performing contracted services for the City under this Agreement.
The Consultant shall fill out the Colorado PERA Questionnaire and submit the completed form to City as
part of the signed Agreement.
SECTION 14. ELECTRONIC SIGNATURE
This Agreement and all other documents contemplated hereunder may be executed using electronic
signatures with delivery via facsimile transmission, by scanning and transmission of electronic files in
Portable Document Format(PDF) or other readily available file format,or by copy transmitted via email,
or by other electronic means and in one or more counterparts,each of which shall be: (i) an original, and
all of which taken together shall constitute one and the same agreement, (ii) a valid and binding
agreement and fully admissible under state and federal law, and (iii) enforceable in accordance with its
terms.
[Signature section on following page]
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This Agreement,together with all Project Documents incorporated by reference, constitutes the entire
Agreement between City and Consultant with respect to their subject matter, and may not be amended
a modified except by written document signed by both parties.
IN WITNESS WHEREOF the parties hereto have made and executed this Agreement as of the day and
year first above written.
CITY OF PUEBLO,A MUNICIPAL CORPORATION SHORT ELLIOTT HENDRICKSON, INCORPORATED
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Naomi Hedden, Director of Purchasing James Hayson, Principal-In-Charge
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Marisa Stoller, City Clerk
BALANCE OF APPROPRIATION EXISTS FOR THIS '''•.„M,•,4', -
AGREEMENT AND FUNDS ARE AVAILABLE.
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Alexandria Romero, Finance Director
APPROVED AS TO FORM
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Dan Kogovsek, City Attorney
Attachments: Schedule 1 Scope of Services
Schedule 2 Fee Schedule
Schedule 3 Work Schedule
Schedule 4 Identification of Personnel, Subcontractors, and Task Responsibility
Schedule 5 Federal Highway Administration (FHWA) Contract Clauses including "CDOT
Professional Services Local Agency Civil Rights & Disadvantaged Business Enterprise
(DBE) Contract Requirements"
Additional Information
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