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DocuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A 202 Y-S y Cr) Agreement for Professional Services This Agreement is effective as of June 6, 2024, between City of Muskegon, MI (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: Apple Avenue Corridor Improvement Pian Client’s Authorized Representative: Mike Franzak Address: 933 Terrace Street, Muskegon, Michigan 49440, United States Telephone: 231.724.6982 email: mike.franzak@shorelinecity.com Project Manager: Carrie Rivette Address: 221 W. Webster Avenue, Suite 501, Muskegon, Michigan 49440 Telephone: 231.769.2031 email: crivette@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. 05.15.22), which is incorporated by reference herein and subject to Exhibits attached to this Agreement. Apple Avenue Corridor Improvement Plan per the scope of services provided in the May 28, 2024, letter proposal attached. The lump sum fee is $24,653 including expenses and equipment. The payment method, basis, frequency and other special conditions are set forth in attached Exhibit A-2. This Agreement for Professional Services, attached General Conditions, Exhibits and any Attachments (collectively referred to as the “Agreement’) supersedes all prior contemporaneous oral or written agreements and represents the entire understanding between Client and Consultant with respect to the services to be provided by Consultant hereunder. In the event of a conflict between the documents, this document and the attached General Conditions shall take precedence over all other Exhibits unless noted below under “Other Terms and Conditions”. The Agreement for Professional Services and the General Conditions (including scope, schedule, fee and signatures) shall take precedence over attached Exhibits. This Agreement may not be amended except by written agreement signed by the authorized representatives of each party. Other Terms and Conditions: Other or additional terms contrary to the General Conditions that apply solely to this project as specifically agreed to by signature of the Parties and set forth herein: Section II(A)(7) is stricken in its entirety. Section III(A)(2) is stricken in its entirety. Section IV(B)(1) is revised to read as follows: “Consultant is not a user, generator, handler, operator, arranger, storer, transporter, or disposer of hazardous or toxic substances.” Section V(C)(1) is revised to read as follows: “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.” Short Elliott Hendrickson Inc. Letter Agreement - 1 City of Muskegon, MI Affirmative Action, Equal Opportunity Employer (Rev. 04.01.24) DocuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A Section IV(C}(4) is added and reads as follows: “Consultant shall be responsible for the acts of Consultant's employees, officers, and Directors to the extent such actions are performed under or related to this Agreement.” Short Elliott Hendrickson Inc. City of Muskegon, MI By: Full Name: Edopy \ Te Puvow, Sy. By: FullName: LE , ; mike. franzak@shorelinecity.com Title: Regional Practice Center Leader Title: P fosaey Dive ehez Short Elliott Hendrickson Inc. Letter Agreement - 2 City of Muskegon, MI (Rev. 04.01.24) DacuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A Exhibit A-2 to Agreement for Professional Services Between City of Muskegon, MI (Client) and Short Elliott Hendrickson Inc. (Consultant) Dated May 30, 2024 Payments to Consultant for Services and Expenses Using the Lump Sum Basis Option The Agreement for Professional Services is amended and supplemented to include the following agreement of the parties: A. Lump Sum Basis Option The Client and Consultant select the Lump Sum Basis for Payment for services provided by Consultant. During the course of providing its services, Consultant shall be paid monthly based on Consultant's estimate of the percentage of the work completed. Necessary expenses and equipment are provided as a part of Consultant's services and are included in the initial Lump Sum amount for the agreed upon Scope of Work. Total payments to Consultant for work covered by the Lump Sum Agreement shall not exceed the Lump Sum amount without written authorization from the Client. The Lump Sum amount includes compensation for Consultant's services and the services of Consultant's Consultants, if any for the agreed upon Scope of Work. Appropriate amounts have been incorporated in the initial Lump Sum to account for labor, overhead, profit, expenses and equipment charges. The Client agrees to pay for other additional services, equipment, and expenses that may become necessary by amendment to complete Consultant's services at their normal charge out rates as published by Consultant or as available commercially. B. Expenses Not Included in the Lump Sum The following items involve expenditures made by Consultant employees or professional consultants on behalf of the Client and shall be paid for as described in this Agreement. 1. Expense of overtime work requiring higher than regular rates, if authorized in advance by the Client. 2. Other special expenses required in connection with the Project. 3. The cost of special consultants or technical services as required. The cost of subconsultant services shall include actual expenditure plus 10% markup for the cost of administration and insurance. The Client shall pay Consultant monthly for expenses not included in the Lump Sum amount. Short Elliott Hendrickson Inc. Letter Agreement - 3 City of Muskegon, MI (Rev. 04.01.24) DocuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A General Conditions of the Agreement for Professional Services 2. The Consultant is not a municipal advisor and therefore Client shall SECTION I - SERVICES OF CONSULTANT provide its own legal, accounting, financial and insurance counseling, and other special services as may be required for the Project. Client A. General shall provide to Consultant all data (and professional interpretations 1. Consultant agrees to perform professional services as set forth in the thereof) prepared by or services performed by others pertinent to Agreement for Professional Services or Supplemental Letter Consultant’s Services, such as previous reports; sub-surface Agreement (“Services”). Nothing contained in this Agreement shall explorations; laboratory tests and inspection of samples; create a contractual relationship with or a cause of action in favor of a environmental assessment and impact statements, surveys, property third party against either the Client or the Consultant. The descriptions; zoning; deed; and other land use restrictions; as-built Consultant’s services under this Agreement are being performed drawings; and electronic data base and maps. The costs associated solely for the Client's benefit, and no other party or entity shail have with correcting, creating or recreating any data that is provided by the any claim against the Consultant because of this Agreement or the Client that contains inaccurate or unusable information shall be the performance or nonperformance of services hereunder. responsibility of the Client. Schedule 3. Client shall provide prompt written notice to Consultant whenever the —? Unless specific periods of time or dates for providing services are Client observes or otherwise becomes aware of any changes in the specified, Consultant’s obligation to render Services hereunder will Project or any defect in Consultant's Services. Client shall promptly be for a period which may reasonably be required for the completion examine all studies, reports, sketches, opinions of construction costs, of said Services. specifications, drawings, proposals, change orders, supplemental 2.{f Client has requested changes in the scope, extent, or character of agreements, and other documents presented by Consultant and the Project or the Services to be provided by Consultant, the time of render the necessary decisions and instructions so that Consultant performance and compensation for the Services shall be adjusted may provide Services in a timely manner. equitably. The Client agrees that Consultant is not responsible for 4. Client shall require all utilities with facilities within the Project site to damages arising directly or indirectly from delays beyond locate and mark said utilities upon request, relocate and/or protect Consultant's control. If the delays resulting from such causes sald utilities to accommodate work of the Project, submit a schedule increase the cost or the time required by Consultant to perform the of the necessary relocation/protection activities to the Client for Services in accordance with professional skill and care, then review, and comply with agreed upon schedule. Consultant shall not Consultant shall be entitled to a equitable adjustment in schedule and be liable for damages which arise out of Consultant’s reasonable compensation. reliance on the information or services furnished by utilities to Client or others hired by Client. Additional Services =” 5, Consultant shall be entitled to rely on the accuracy and completeness . If Consultant determines that any services it has been directed or of information or services furnished by the Client or others employed requested to perform are beyond the scope as set forth in the by the Client and shall not be liable for damages arising from Agreement or that, due to changed conditions or changes in the reasonable reliance on such materials. Consultant shall promptly method or manner of administration of the Project, Consultant's effort notify the Client if Consultant discovers that any information or required to perform its services under this Agreement exceeds the services fumished by the Client is in error or is inadequate for its stated fee for the Services, then Consultant shall promptly notify the purpose. Client regarding the need for additional Services. Upon notification 6. Client agrees to reasonably cooperate, when requested, to assist and in the absence of a written objection, Consultant shall be entitied Consultant with the investigation and addressing of any complaints to additional compensation for the additional Services and to an made by Consultant's employees related to inappropriate or extension of time for completion of additional Services absent written unwelcomed actions by Client or Client's employees or agents. This objection by Client. shall include, but not be limited to, providing access to Client's 2. Additional Services, including delivery of documents, CAD files, or employees for Consultant's investigation, attendance at hearings, information not expressly included as deliverables, shall be billed in responding to inquiries and providing full access to Client files and accord with agreed upon rates, or if not addressed, then at information related to Consultant's employees, if any. Client agrees Consultant's standard rates. that Consultant retains the absolute right to remove any of its Suspension and Termination employees from Client’s facilities if Consultant, in its sole discretion, =° . lf Consultant’s services are delayed or suspended in whole or in part determines such removal is advisable. Consultant, likewise, agrees to by Client, or if Consultant's services are delayed by actions or reasonably cooperate with Client with respect to the foregoing in inactions of others for more than 60 days through no fault of connection with any complaints made by Client's employees. Consultant, then Consultant shall be entitled to either terminate its 7. Client acknowledges that Consultant has expended significant effort agreement upon seven days written notice or, at its option, accept an and expense in training and developing Consultant's employees. equitable adjustment of compensation provided for elsewhere in this Therefore, during the term of this Agreement and for a period of two Agreement to reflect costs incurred by Consultant. years after the termination of this Agreement or the completion of the 2. This Agreement may be terminated by either party upon seven days Services under this Agreement, whichever is longer, Client shall not written natice should the other party fail substantially to perform in directly or indirectly: (1) hire, solicit or encourage any employee of accordance with its terms through no fault of the party initiating the Consultant to leave the employ of Consultant; (2) hire, solicit or termination. encourage any consultant or independent contractor to cease work 3. This Agreement may be terminated by either party upon thirty days’ with Consultant; or (3) circumvent Consultant by conducting business written notice without cause. All provisions of this Agreement directly with its employees. The two-year period set forth in this allocating responsibility or liability between the Client and Consultant section shall be extended commensurately with any amount of tine shall survive the completion of the Services hereunder and/or the during which Client has violated its terms. termination of this Agreement. SECTION Ill - PAYMENTS 4. In the event of termination, Consultant shall be compensated for Services performed prior to termination date, including charges for Invoices expenses and equipment costs then due and all termination . Undisputed portions of invoices are due and payable within 30 days. a expenses. Client must notify Consultant in writing of any disputed items within 15 days from receipt of invoice. Amounts due Consultant will be SECTION Il - CLIENT RESPONSIBILITIES increased at the rate of 1.0% per month (or the maximum rate of A. General interest permitted by law, if less) for invoices 30 days past due. Consultant reserves the right to retain Services or deliverables until 1. The Client shall, in proper time and sequence and where appropriate all invoices are paid in full. Consultant will not be liable for any claims to the Project, at no expense to Consultant, provide full information of loss, delay, or damage by Client for reason of withholding as to Client's requirements for the Services provided by Consultant Services, deliverables, or instruments of Service until all invoices are and access to all public and private lands required for Consultant to paid in full. Consultant shalt be entitled to recover all reasonable perform its Services. General Conditions - 4 (Rev. 05.15.22) DocuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A costs and disbursements, including reasonable attorney's fees, asserted only against Consultant, and not against any of Consultant’s incurred in connection with collecting amounts owed by Client. individual employees, officers or directors, and Client knowingly 2. Should taxes, fees or costs be imposed, they shall be in addition to waives all such claims against Consultant individual employees, Consultant's agreed upon compensation. officers or directors. 3. Notwithstanding anything to the contrary herein, Consultant may 4. Causes of action between the parties to this Agreement pertaining to pursue collection of past due invoices without the necessity of any acts or failures to act shall be deemed to have accrued, and the mediation proceedings. applicable statutes oflimitations shall commence to run, not later than either the date of Substantial Completion for acts or failures to SECTION IV - GENERAL CONSIDERATIONS act occuring prior to substantial completion or the date of issuance of the final invoice for acts or failures to act occurring after Substantial A. Standards of Performance Completion. In no event shall such statutes of limitations commence 1. The standard of care for all professional engineering and related to run any later than the date when the Services are substantially services performed or fumished by Consultant under this Agreement completed. will be the care and skill ordinarily exercised by members of Consultant’s profession practicing under similar circumstances at the Assignment same time and in the same locality. Consultant makes no warranties, = . Neither party to this Agreement shall transfer, sublet or assign any express or implied, under this Agreement or otherwise, in connection rights under, or interests in, this Agreement or claims based on this with its Services. Agreement without the prior written consent of the other party. Any 2.Consultant neither guarantees the performance of any Contractor nor assignment in violation of this subsection shail be null and void. assumes responsibility for any Contractor's failure to furnish and E. Dispute Resolution perform the work in accordance with its construction contract or the 4. Any dispute between Client and Consultant arising out of or relating construction documents prepared by Consultant. Client to this Agreement or the Services (except for unpaid invoices which acknowledges Consultant will not direct, supervise or control the work are governed by Section III) shall be submitted to mediation as a of construction contractors or their subcontractors at the site or precondition to litigation unless the parties mutually agree otherwise. otherwise. Consultant shall have no authority over or responsibility for Mediation shall occur within 60 days of a written demand for the contractor's acts or omissions, nor for its means, methods, or mediation unless Consultant and Client mutually agree otherwise. procedures of construction. Consultant’s Services do not include review or evaluation of the Client's, contractor's or subcontractor’s 2.Any dispute not settled through mediation shall be settled through safety measures, or job site safety or furnishing or performing any of litigation in the state and county where the Project at issue is located. the Contractor's work. SECTION V —- INTELLECTUAL PROPERTY 3. Consultant's Opinions of Probable Construction Cost are provided if agreed upon in writing and made on the basis of Consultant's A. Proprietary information experience and qualifications. Consultant has no control over the cost 41. Ail documents, including reports, drawings, calculations, of labor, materials, equipment or service furnished by others, or over specifications, CAD materials, computers software or hardware or the Contractor's methods of determining prices, or over competitive other work product prepared by Consultant pursuant to this bidding or market conditions, Consultant cannot and does not Agreement are Consultant's Instruments of Service (“Instruments of guarantee that proposals, bids or actual construction cost will not Service”). Consultant retains all ownership interests in Instruments of vary from Opinions of Probable Construction Cost prepared by Service, including all available copyrights. Consultant. If Client wishes greater assurance as to construction 2. Notwithstanding anything to the contrary, Consultant shail retain all of costs, Client shall employ an independent cost estimator. its rights in its proprietary information including without limitation its methodologies and methods of analysis, ideas, concepts, Indemnity for Environmental Issues * expressions, inventions, know how, methods, techniques, skills, . Consultant is not a user, generator, handler, operator, arranger, o— knowledge, and experience possessed by Consultant prior to, or storer, transporter, or disposer of hazardous or toxic substances. acquired by Consultant during, the performance of this Agreement Therefore the Client agrees to hold harmless, indemnify, and defend and the same shall not be deemed to be work product or work for hire Consultant and Consultant's officers, directors, subconsultant(s), and Consultant shail not be restricted in any way with respect thereto. employees and agents from and against any and all claims; losses; Consultant shall retain full rights to electronic data and the drawings, damages; liability; and costs, Including but not limited to costs of specifications, including those in electronic form, prepared by defense, arising out of or in any way connected with, the presence, Consultant and its subconsultants and the right to reuse component discharge, release, or escape of hazardous or toxic substances, information contained in them in the normal course of Consultant's pollutants or contaminants of any kind at the site. professional activities. Limitations on Liability Client Use of Instruments of Service * . The Client hereby agrees that to the fullest extent permitted by law, = _ . Provided that Consultant has been paid in full for its Services, Client Consultants total liability to the Client for all injuries, claims, losses, shall have the right in the form of a nonexclusive license to use expenses, or damages whatsoever arising out of or in any way Instruments of Service delivered to Client exclusively for purposes of related to the Project or this Agreement from any cause or causes constructing, using, maintaining, altering and adding to the Project. including, but not limited to, Consultant’s negligence, errors, Consultant shall be deemed to be the author of such Instruments of omissions, strict liability, breach of contract or breach of warranty Service, electronic data or documents, and shall be given appropriate shall not exceed five hundred thousand dollars ($500,000). In the credit in any public display of such Instruments of Service. event Client desires limits of liability in excess of those provided in 2, Records requests or requests for additional copies of Instruments of this paragraph, Client shall advise Consultant in writing and agree Services outside of the scope of Services, including subpoenas that Consultant's fee shall increase by 1% for each additional five directed from or on behalf of Client are available to Client subject to hundred thousand dollars of liability limits, up to a maximum limit of Consultant's current rate schedule. Consultant shall not be required liability of five million dollars ($5,000,000). to provide CAD files or documents unless specifically agreed to in 2. Neither Party shall be liable to the other for consequential damages, writing as part of this Agreement. including without limitation lost rentals; increased rental expenses; loss of use; loss of income; lost profit, financing, business, or Reuse of Documents a reputation; and loss of management or employee productivity, -All Instruments of Service prepared by Consultant pursuant to this incurred by one another or their subsidiaries or successors, Agreement are not intended or represented to be suitable for reuse regardless of whether such damages are foreseeable and are caused by the Client or others on extensions of the Project or on any other by breach of contract, willful misconduct, negligent act or omission, or Project, Any reuse of the Instruments of Service without written other wrongful act of either of them. Consultant expressly disclaims consent or adaptation by Consultant for the specific purpose intended any duty to defend Client for any alleged actions or damages. will be at the Client’s sole risk and without liability or legal exposure to 3. It is intended by the parties to this Agreement that Consultant's Consultant; and the Client shall release Consultant from all claims Services shall not subject Consultant’s employees, officers or arising from such use. Client shall also defend, indemnify, and hold directors to any personal legal exposure for the risks associated with harmless Consultant from ail claims, damages, losses, and expenses this Agreement. The Client agrees that as the Client’s sole and including attorneys’ fees arising out of or resulting from reuse of exclusive remedy, any claim, demand or suit shall be directed and/or Consultant documents without written consent. General Conditions - 2 (Rev. 05.15.22) DocuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A May 28, 2024 Zz Mike Franzak SE c/o Clerk’s Department Muskegon City Hall Building a Better World 933 Terrace Street for All of Us® Muskegon, MI 49443 RE: Apple Avenue Corridor Improvement Plan Muskegon, MI 49443 Dear Mr. Franzak and Members of the Selection Committee: We are pleased to submit our proposal for the Apple Avenue Corridor Improvement Plan. SEH of Michigan, LLC brings extensive expertise in urban planning and design, and we are committed to enhancing safety, accessibility, and overall quality of life for residents and visitors. INTRODUCTION Our team recognizes the significance of this project. We propose a holistic approach that aligns with Crime Prevention Through Environmental Design (CPTED) principles. By integrating natural surveillance, territorial reinforcement, and access control, we aim to create a vibrant and secure corridor. OBJECTIVES The RFP outlines the following key objectives: e Improve the transition between commercial and residential areas. e Improve the public realm along the corridor with sidewalks that link adjacent neighborhoods to the corridor and that are unobstructed, wide enough for a variety of users, and buffered from the street. e Improve aesthetics, including consideration of streetscape changes, signage, and lighting that supports an integrated identity for the corridor and provides increased safety for pedestrians, bicyclists, and drivers. e Improve vacant and/or underutilized land along the corridor. e Address access between roadways and private property, including alley improvements and a better approach to access management. e Conservation and possible installation of new public art along the corridor. e Streetscapes that include amenities for visual interest and safety, including seating, pocket parks, trees, and green buffers. Our proposal addresses these goals through innovative design solutions. HISTORY AND EXPERIENCE Short Elliott Hendrickson, Inc. (SEH) was established in 1927 as a one-person operation. SEH is now an employee- owned engineering, architectural, environmental, and planning company that helps government, industrial, and commercial clients find answers to complex challenges. Our 900-plus employee-owners share a core purpose: Building a Better World for All of Us@®. This approach reflects a companywide commitment to improving the quality of life by designing safer, more sustainable infrastructure for government. Headquartered in St. Paul, Minnesota, and with 32 offices in 12 states, including Muskegon, you'll find evidence of our work throughout the United States. At SEH, our community planners, landscape architects and urban designers believe in the power of great places. We take our craft beyond aesthetics by integrating art and science to improve the socioeconomic, environmental, and physical character of the communities we serve. Our work is built on the sustainable principles of smart growth and ecological urbanism. DocuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A We combine tried-and-true strategies with innovative approaches to help link each community’s new developments with the best characteristics of its built heritage. We believe in a highly collaborative, participatory process where consultants team with clients and community members. Our goal: create places of lasting beauty and value that transform the landscape and benefit your communities and the people within them. We assist communities of all sizes looking to overcome today’s challenges and to plan for the future. Our approach is holistic. We incorporate dynamic local, regional, and national contexts while looking for ways to improve intergovernmental cooperation among neighboring communities. PROJECT APPROACH Kickoff Meeting Prior to the Kickoff meeting, SEH will review background information, this will include the September 12, 2023, City of Muskegon Master Land Use Plan, Neighborhood Sub-Plans (Nelson, Jackson Hill, McLaughlin, Angell, Steele and Sheldon Park), City of Muskegon Zoning Ordinance, and other applicable City codes primarily including Chapter 058 Parks and Recreation, Chapter 074 Streets, Sidewalks and Other Public Properties, and Chapter 098 Traffic and Vehicles. In addition, we will review the proposed street reconfiguration developed by the City and the Michigan Department of Transportation (MDOT) and any other data gathered by staff. While SEH Muskegon office staff traverse the Apple Avenue corridor frequently, SEH will perform a site visit to ensure that we have captured the distinctions between the neighborhoods along Apple Avenue. Upon assimilating the data provided, we will develop cursory concepts for the three types of neighborhoods to facilitate discussion as needed during our kickoff meeting. We anticipate utilizing Crime Prevention through Environmental Design Concepts (CPTED) to ensure that the proposed design and proposed connections will meet the general principles for natural access control, natural surveillance, territoriality, activity support, and maintenance. The kickoff meeting will be hybrid with Muskegon office staff in person and our landscape architect and civil engineers attending remotely. While SEH will have initial concepts, the kickoff meeting is intended to be a listening session with staff to gather their thoughts and what they have heard from the community. SEH will use their insights to assist in keeping ideas and concepts flowing. Public Workshop After the kickoff meeting, SEH will develop an aerial rendering of the corridor indicating concepts for the three different types of areas in the corridor. This aerial is intended to be taken to the public workshop by City staff to obtain the community's feedback. Upon collecting this feedback, City staff will meet with SEH to relay the information gathered during the workshop. Final Design Upon receiving the public feedback, SEH will revise the aerial, prepare a plan outlining the work and describing the features of each of the three types of areas and how they will transition to each other. In addition, we will prepare three renderings visually depicting the amenities. Provided that we have public feedback by September 6, 2024, SEH will electronically deliver the final plan and drawings by September 23. We propose to perform the above work for a fee of $24,653. We are excited about the opportunity to transform the Apple Avenue Corridor. Together, we can create a safer, more vibrant Muskegon. DocuSign Envelope ID: E49C72EB-E3F3-4525-92C6-46BEF4FC2D5A Please contact Andrea at 231.769.2026 or ariegler@sehinc.com or Carrie at 231.769.2031 or crivette@seghinc.com if you have any questions regarding this proposal. Respectfully, ANDREA RIEGLER AltA, NCARB CARRIE RIVETTE, PE (M1) CLIENT SERVICE MANAGER PROJECT MANAGER Engineers | Architects | Planners | Scientists SEH of Michigan, LLC, 221 West Webster, Suite 501, Muskegon MI sehinc.com SEH is 100% employee-owned | Affirmative Action—Equal Opportunity Employer
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