21-137 attachment Planning Services AgreementProfessional Services Proposal For
T A 9 0 �
oy I I Tl� TIK I
Shorewood, Mn
PROJECT TEAM -
Client Manager: Kendra Lindahl, AICP
Principal Planner
Planners: Kevin Shay
Nicholas Ouellette
C�"A" r "css I onl f , I st a c 'staC"-,: C" , C! ',' I 11-AaJ 1 1 f"' 1cl i 1 bt I u I ELou' I ��u f sta, L I I Cc : pig a c,,;ntact i i a n Res ,Aj : c(-s E',i 0 12' -2,15, 2-'--, C
Proposal to Marie Darling with City of Shorewood 2
P2121 8 - Planning Services November 11, 2021
A. SCOPE OF SERVICES
The level of our involvement will include the following Scope of Services ("Basic Services"). Naturally, the scale
and scope of our efforts depends upon a Client's needs, a clear understanding of our responsibilities and upon the
deliverables required. If we have misinterpreted your needs, please let us know and we will make the necessary
adjustments to this Proposal.
Planning Services [031:
Landform will:
a) Review land use applications based on adopted City Code and related documents, as directed
by staff.
b) Prepare staff reports, resolutions, ordinances and related documents as required.
c) Participate in meetings and discussions with developers, residents, city officials or staff as
needed regarding development applications.
d) Attend the scheduled Planning Commission and City Council hearings to present the project
and answer questions at these public meetings.
e) Work with City staff to prepare public hearing notices, as needed.
B. COMPENSATION
1) The Basic Services described under the Scope of Services shall be completed on an hourly compensation
basis based on the rates below:
2021 Rate Schedule
Professional Services Title
Hourly Rates
Principal Planner
$142
Planner III/Designer III/Survey Technician III
$105
Planner II/Designer II/Survey Technician II
$87
Planner I/Designer I/Survey Technician 1
$77
2) Standard Internal reimbursable expenses associated with prints, plots, scanning and mileage are included in
our hourly rates. Deliverable plots and prints will be charged at internal rate.
3) External reimbursable expenses shall be billed at cost plus 15%.
4) Invoices will be sent once a month based on the hours worked through the date of billing.
5) Payment is due upon receipt of invoice. Unless prior arrangements are made, a 1.5% per month (18% per
annum) service charge or the maximum permitted by law, whichever is less, will be assessed against all
invoices unpaid for over 30 days. Service charges may be compounded.
6) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO
YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS
NOT PAID FOR THE CONTRIBUTIONS.
Proposal to Marie Darling with City of Shorewood 4
P21218 — Planning Services November 11, 2021
C. FORM OF CONTRACT
Landform continually strives towards ways of reducing our impact on the environment. Therefore, we are submitting
this Proposal to you electronically only. Please print only the signature page, sign, and return the signed page by
email, fax or mail as written authorization to proceed. If your company's policy requires hardcopy originals, please
contact us to request that hardcopy originals be mailed to your address. A faxed or emailed copy of a signature is
as binding as an original. You may also incorporate this Proposal into your standard contract form but, even if we
subsequently sign your contract form, in the event of any conflict or inconsistency between this Proposal and Client's
standard contract form, this Proposal shall govern. We reserve the right to a) collect as an external reimbursable
expense the cost of legal counsel should you elect to use a lengthy contract of your own design, and b) revise our
fee Proposal if your contract form assigns additional responsibility or risk to Landform Professional Services. If you
instruct us to begin, or allow us to continue performing, Services prior to returning a signed contract it will be
understood that all terms of this Proposal, including the attached Terms and Conditions, are acceptable and all
parties will be bound by the terms of this Proposal. The attached Terms and Conditions are incorporated by
reference and are an integral component of this Proposal.
Landform Professional Services, LLC agrees to perform The following party accepts the scope, terms and
the Services described in this Proposal under the terms conditions outlined in this Proposal and instructs
outlined. Landform Professional Services, LLC to proceed with
the Services as outlined.
Kendra Lindahl
Principal
November 11, 2021
Date
City of Shorewood
E:
Igned
6411 Dtvejr,
Title I
100
Landform Federal Tax ID: 27-1199905 Date
Proposal to Marie Darling with City of Shorewood
P21218 — Planning Services
6
November 11, 2021
7.0 MISCELLANEOUS PROVISIONS. (1) Services will be performed based upon limited investigations and no destructive or invasive testing techniques will be
employed, unless otherwise agreed in writing. (2) The Client and Consultant have discussed the risks, rewards, and benefits of the Project and Consultant's total
fee for its services. The risks have been allocated such that to the fullest extent permitted by law, and for Client to receive the benefit of a fee which includes a
reasonable allowance for risks, CONSULTANTS TOTAL LIABILITY TO CLIENT FOR ANY LOSS, CLAIM OR DAMAGE ARISING OUT OF THE NEGLIGENCE
OR OTHER LEGAL FAULT OF CONSULTANT IN PERFORMING ITS SERVICES SHALL BE LIMITED TO THE GREATER OF (1) THE AMOUNT STATED IN
THIS PROPOSAL AS COMPENSATION FOR CONSULTANT'S BASIC SERVICES, OR (II) THE LIMITS OF ANY INSURANCE ACTUALLY AVAILABLE TO
THE CONSULTANT. Client may eliminate this limitation on liability by notifying Consultant in writing prior to commencement of Consultant's services and
tendering, with such written notice, a one-time payment equal to twenty percent (20%) of the amount identified in the Proposal as the Consultant's Basic
Compensation. This increased compensation is not the purchase of insurance. (3) In no event shall Consultant be liable for damages for loss of profits, loss of
use, loss of revenue, or any or special, indirect or consequential damages of any kind. (4) This Proposal represents the entire and integrated agreement between
Client and Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. (5) This Proposal may be amended by written
instrument signed by both Client and Consultant or, in the case of Additional Services, by a written confirmation from Consultant to which Client does not object
within ten (10) working days.
8.0. PAYMENTS TO CONSULTANT. Payments are due upon presentation of Consultants invoices.
8.1 NOTICE OF LIEN RIGHTS (MINNESOTA). (A) ANY PERSON OR COMPANY SUPPLYING LABOR OR MATERIALS FOR THIS IMPROVEMENT TO
YOUR PROPERTY MAY FILE A LIEN AGAINST YOUR PROPERTY IF THAT PERSON OR COMPANY IS NOT PAID FOR THE CONTRIBUTIONS. (B)
UNDER MINNESOTA LAW, YOU HAVE THE RIGHT TO PAY PERSONS WHO SUPPLIED LABOR OR MATERIALS FOR THIS IMPROVEMENT DIRECTLY
AND DEDUCT THIS AMOUNT FROM OUR CONTRACT PRICE, OR WITHHOLD THE AMOUNTS DUE THEM FROM US UNTIL 120 DAYS AFTER
COMPLETION OF THE IMPROVEMENT UNLESS WE GIVE YOU A LIEN WAIVER SIGNED BY PERSONS WHO SUPPLIED ANY LABOR OR MATERIAL
FOR THE IMPROVEMENT AND WHO GAVE YOU TIMELY NOTICE.
9.0 BASIS OF COMPENSATION. Client shall compensate Consultant as set forth in the Proposal. AN ESTIMATED FEE IS NOT A FIRM FIGURE. If the scope
of or schedule for Consultant's Services is changed materially, the compensation shall be equitably adjusted. Rates and multiples for Additional Services and
other services as set forth in the Proposal shall be adjusted annually in accordance Wth normal salary review practices of Consultant. For Additional Services of
Consultant compensation shall be an hourly rate as defined in the Proposal plus reimbursable expenses; or, if agreed by Client and Consultant in writing, a lump
sum amount. For additional services of Consultant's consultants, compensation will be 1.0 times the amount billed to Consultant for such services, plus
reimbursable expenses. For reimbursable expenses, the Consultant shall be compensated for out-of-pocket expenditures incurred in connection with the services
identified in this Proposal, based on 1.0 times actual costs incurred. In addition to other expenses, Consultant will be reimbursed for any applicable sales, use, or
similar taxes related to services or products provided under this Proposal which may be imposed by any governmental entity.
10.0 DELAYED PAYMENT; PAYMENT DISPUTES.
10.1 CONDITIONS PRECEDENT TO WITHHOLDING PAYMENT. The Client may not withhold any payments to the Consultant unless the basis of (including
all particulars) and amount in dispute are identified and presented in writing to the Consultant not later than the twenty-fifth (25th) calendar day after presentation
of the disputed invoice. Objections to invoices not made within this time period are deemed waived. Unless Client proceeds in accordance with this Section 10.1,
Clients failure to pay any invoice (either on the Project which is the subject of this proposal or in connection with any other project for which Consultant is providing
services to Client) within thirty (30) calendar days after presentation of Consultant's invoice shall constitute just cause for the suspension of services on all projects
and the withholding of all deliverables on all projects by the Consultant. Client will pay all of Consultant's costs of collection, including: internal labor costs at the
Additional Services rate; reasonable attomeys' fees; and litigation and arbitration costs and fees, in the event Client fails to make timely payment to Consultant in
violation of this contract. External fees, costs, and expenses incurred under this clause will be reimbursed at the rate specified in the Proposal for external
reimbursable expenses.
10.2 NOTICE OF CLAIMED ERRORS OR OMISSIONS. In consideration of Consultant's providing insurance to cover claims made by Client, Client hereby
waives any right of offset as to fees otherwise due to Consultant. Client shall provide written notice, including all known particulars, to Consultant of any claimed
errors or omissions in Consultant's services not later than 60 calendar days after Client becomes aware, or in the exercise of reasonable diligence should have
become aware, of the existence of such error or omission. Consultant shall be given a reasonable opportunity, during such 60-day period, to investigate and
recommend ways of mitigating any alleged damages. Client's failure to provide such notice, and/or Client's failure to provide Consultant a reasonable opportunity
to investigate and make recommendations, within the time stated shall constitute an irrevocable waiver of any and all claims, counterclaims, defenses, setoffs, or
recoupments Client might have in connection with any such alleged error or omission. In the event Client asserts a claim in violation of this paragraph, or in the
event that any other error and omission claim asserted by Client is determined to be without substantial merit, Client shall pay all of Consultant's: internal labor
costs at the Additional Services rate; reasonable attomeys' fees; expenses; and arbitration and litigation costs incurred in investigating and defending such claim.
External fees, costs, and expenses incurred under this clause will be reimbursed at the rate specified in the Proposal for external reimbursable expenses.
10.3 ERRORS OR OMISSIONS OF CLIENT'S CONSULTANTS. If Client has separately retained other design professionals Client agrees to thefullest extent
permitted by law to defend, indemnify, and hold the Consultant harmless from all loss, damage, liability, cost or expense (including but not limited to reasonable
attorneys' fees) arising out of or relating to (a) the negligent acts or omissions of such other design professionals, and/or (b) the failure of such other design
professionals to carry or maintain professional liability insurance in an amount adequate to protect Client and Consultant from loss.
Proposal to Marie Darling with City of Shorewood 8
P21218 — Planning Services November 11, 2021