HomeMy Public PortalAboutResolution 1106RESOLUTION NO. 11
A RESOLUTION AUTHORIZING THE EXECUTION OF AN ENGINEERING
SERVICE AGREEMENT WITH BAXTER & WOODMAN FOR THE PAINTING OF
THE MILL STREET WATER TOWER.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF PLAINFIELD, AS FOLLOWS:
I: That the Village President is hereby authorized to execute and
the Village Clerk is hereby authorized to attest to the
execution of an Engineering Service Agreement with Baxter &
Woodman for the painting of the Mi11 Street Water Tower.
PASSED THIS 3rd DAY OF April 1995-
APPROVED THIS 3rd DAY OF A
AT ST:
VILLAGE LERK
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VILLAGE CL K
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PRES DENT
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VILLAGE OF PLAINFIELD, ILLYNOIS
MILL STREET ELEVATED WATER STORAGE TANK REPAINTING
ENGINEERING SERVICES AGREEMENT
THIS AGREEMENT is made this ~zr~a_ day of p+nri l , 1995, by
and between the Village of Plainfield, Illinois, hereinafter referred
to as the VILLAGE, and Baxter & Woodman, Inc., Consulting. Engineers,
hereinafter referred to as the ENGINEERS, for engineering services
required by the VILLAGE for repainting the Mil]. Street elevated water
storage tank, hereinafter referred to as the PROJECT.
WTTNESSETH that in consideration of the covenants herein, these
parties agree as follows: __
SECTION 1. The ENGINEERS shall provide professional services for
the PROJECT. These services will include serving as the VILLAGE's
engineering representative in all phases of the PROJECT, providing
consultation and advice, and furnishing customary civil engineering
services, enumerated as follows:
1.1 Confer with the VILLAGE's Administrator and Superintendent
of Water from time to time, to clarify and define the general scope,
extent and character of the PROJECT, and to review Contract Documents.
1.2 Act as the VILLAGE's representative with duties,
responsibilities and limitations of authority as assigned in the
Construction Contract Documents, and advise and confer with VILLAGE
officials during construction and issue the VILLAGE authorized
instructions to the Contractor.
1.3 Arrange for Project Representatives at the construction
site on a periodic part-time basis of not more than eight (8j hours
per regular weekday, as deemed necessary by the ENGINEERS, to assist
the Contractor with interpretation of the Specifications, to observe
in general if the Contractor's work is in conformity with the contract
Documents, and to monitor the Contractor's progress as related to the
Construction Contract date of completion. However, the ENGINEERS are
nat responsible for the Contractor's construction means, methods,
techniques, sequences or procedures, time of performance, compliance
with Laws and Regulations, or safety precautions and programs in
connection with the PROJECT, and the ENGINEERS do not guarantee the
performance of the Contractor and are not responsible for the
Contractor's failure to execute the work in accordance with the
Construction Contract Documents.
1.4 Review and approve Manufacturer's Literature, and other
submittals by the Contractor, but only for compliance with the
Specifications as to quality of materials and performance of
equipment. Such review shall not be construed as relieving the
Contractor of the responsibility to meet requirements of the
Construction Contract Documents.
1.5 Review laboratory, shop and mill test reports of materials
and equipment furnished and installed by the Contractor.
1.6 Review the Contractor's requests for payments as
construction work progresses, ,and advise the VILLAGE of the amounts
due and payable to the Contractor in accordance with the terms of the
Construction Contract Documents.
1.7 Prepare Construction Contract Change Orders when
authorized by the VILLAGE.
1.8 Arrange for a final inspection of construction work,
review the Contractor's written guarantees, and issue an opinion of
satisfactory completion for acceptance of the PROJECT by the VILLAGE.
SECTION 2. The VILLAGE shall compensate the ENGINEERS for the
professional services enumerated in Section 1 hereof as follows:
2.1 The ENGINEERS' fee for the services described in
Subsections 1.1 through 1.8 shall be computed on the basis of their
hourly rates of compensation for actual work time performed plus
reimbursement of aut-of--pocket expenses including automobile travel
which total amount will not exceed $4,000 except as provided under
Subsection 3.1, ENGINEERS' Project No. 950149.
2.2 The ENGINEERS' paint inspection subconsultant fee will not
exceed $10,000 except as provided under Subsection 3.1, ENGINEERS'
Project No. 950150.
SECTION 3. The parties hereto further mutually agree:
3.1 During the progress of work under this Agreement, the
ENGINEERS shall continuously monitor their costs and anticipated
future costs, and if such monitoring indicates possible costs in
excess of the amounts stated in Section 2 above, the ENGINEER5 shall
immediately notify the VILLAGE of such anticipated increase and the
compensation for engineering services shall be adjusted by amendment
to this Agreement; however, if the ENGINEERS fail to so notify the
VILLAGE of the anticipated increase of engineering costs, the
ENGINEERS waive any claim for extra compensation after the services
have been performed. If the VILLAGE does not approve extra
compensation for said anticipated increase of engineering costs, this
Agreement shall then be considered to be terminated to the mutual
benefit of these parties, without penalty to either party.
3.2 The ENGINEERS may submit requests for periodic progress
payments for services rendered. Payments shall be due and owing by
the VILLAGE in .accordance with the terms and provisions of the Local
Government Prompt Payment Act, Illinois Compiled Statutes, Ch. 50,
Sec. 505, et. seq.; and the ENGINEERS may, after giving seven (7)
days' written notice to the VILLAGE, suspend services under this
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Agreement until the ENGINEERS have been paid in full all amounts due
for services, expenses, and late payment charges as provided in such
Act.
3.3 This Agreement may be terminated, in whole or in part, by
either party if the other party substantially fails to fulfill its
obligations under this Agreement through no fault of the terminating
party; or the VILLAGE may terminate this Agreement, in whole or in
part, for its convenience. However, no such termination may be
effected unless the terminating party gives the other party (1) not
less than ten (10) calendar days written notice by certified mail of
intent to terminate, and (2) an opportunity for a meeting with the
terminating party before termination. If this Agreement is terminated
by either party the ENGINEERS shall be pai~ for services performed to
the effective date of termination, including reimbursable expenses.
In the event of contract termination, the VILLAGE shall receive
reproducible copies of Specifications and other documents completed by
the ENGINEERS.
3.4 The ENGINEERS agree to hold harmless and indemnify the
VILLAGE and each of its officers, agents and employees from any and
all liability claims, losses, or damages arising out of or alleged to
arise from negligence in the performance of the services under this
Agreement, but not including liability that may be due to the sole
negligence of the VILLAGE or other consultants, contractors or
subcontractors working for the VILLAGE, or their officers, agents and
employees.
The VILLAGE agrees to hold harmless and indemnify the
ENGINEERS, and each of their officers, agents and/or employees from
any and all liability claims, losses, or damages arising out of or
alleged to arise from negligence in the performance of the services
under this Agreement that may be due to the sole negligence of the
VILLAGE or other consultants, contractors, or subcontractors working
for the VILLAGE, or their officers, agents and/or employees.
The VILLAGE acknowledges that the ENGINEER is a Business
Corporation and not a Professional Service Corporation, and further
acknowledges that the corporate entity, as the party to this contract,
expressly avoids contracting for individual responsibility of its
officers, directors, or employees.
The VILLAGE and ENGINEERS agree that any claim made by
either party arising out of any act of the other party, or any
officer, director, or employee of the other party in the execution or
performance of the Agreement, shall be made solely against the other
party and not individually or jointly against such officer, director,
or employees.
3.5 For the duration of the PROJECT, The ENGINEERS shall
procure and maintain insurance for protection from claims under
workers compensation acts, claims for damages because of bodily
injury .including personal injury, sickness or disease or death of any
and all employees or of any person other than such employees, and from
claims or damages because of injury to or destruction of property
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including
ENGINEERS'
Agreement.
ENGINEERS'
liability
follows:
(~)
(2) .General Liability
Per Claim:
Aggregate:
(3) Automobile Liability
Combined Single Limit:
(4) Excess Umbrella Liability
Per Claim and Aggregate:
(5) Professional Liability
Per Claim and Aggregate:
loss of use resulting therefrom, alleged to arise from
negligence in the performance of services under this
The VILLAGE shall be named as an additional insured
general liability insurance policy. The limits of
for the insurance required by this Subsection are as
Statutory Limits
Worker's Compensation:
$1,000,000
$2,000,000
$1,000,000
$4,000,000
$1,000,000
the
on the
3.6 Notwithstanding any other provision of this Agreement, and
to the fullest extent permitted by law, the total liability, in the
aggregate, of the ENGINEERS and their officers, directors, employees,
agents, and any of them, to the VILLAGE and anyone claiming by,
through or under the VILLAGE, for any and all claims, losses, costs or
damages whatsoever arising out of, resulting from or in any way
related to the PROJECT or the Agreement from any cause or causes,
including but not limited to the negligence, professional errors or
omissions, strict liability or breach of contract or warranty express
or implied of ENGINEERS or their officers, directors, employees,
agents or any of them, hereafter referred to as the "VILLAGE claims",
shall not exceed the total insurance proceeds available to pay on
behalf of or to the ENGINEERS by their insurers in settlement or
satisfaction of VILLAGE's Claims under the terms and conditions of
ENGINEERS' insurance policies applicable thereto, including all
covered payments made by those insurers for fees, costs and expenses
of investigation, claims adjustment, defense and appeal.
3.7 The ENGINEERS are responsible for the quality, technical
accuracy, timely completion, coordination and other professional
services furnished or required under this Agreement, and shall
endeavor to perform such services with the same skill and judgement
which can be reasonably expected from similarly situated
professionals.
3.8 The VILLAGE may, at any time, by written order, make
changes within the general scope of this Agreement in the services to
be performed by the ENGINEERS. If such changes cause an increase or
decrease in the ENGINEERS' fee or time required for .performance of any
services under this Agreement, whether or not changed by any order, an
_ ~
equitable adjustment shall be made and this agreement shall be
modified in writing accordingly. No service £or which an additional
compensation will be charged by the ENGINEERS shall be furnished
without the written authorization of the VILLAGE.
3.9 All Reports, Specifications, other documents, and magnetic
media prepared or furnished by the ENGINEERS pursuant to this
Agreement are instruments of service in respect to the PROJECT, and
the ENGINEERS shall retain the right of reuse of said documents and
magnetic media by and at the discretion of the ENGINEERS whether or
not the PROJECT is completed. Reproducible copies of the ENGINEERS'
documents and magnetic media for information and reference in
connection with the use and occupancy of the PROJECT by the VILLAGE
and others shall be delivered to and become the property of the
VILLAGE upon request; however, the ENGINEERS' documents and magnetic
media are not intended or represented to be suitable for reuse by the
VILLAGE or others on additions or extensions of the PROJECT, or on any
other project. Any such reuse without verification or adaptation by
the ENGINEERS for the specific purpose intended will be at the VILLAGE
sole risk and without liability or legal exposure to the ENGINEERS,
and the VILLAGE shall indemnify and hold harmless the ENGINEERS from
all claims, damages, losses and expenses including attorneys' fees
arising out of or resulting therefrom. Any furnishing of additional
copies and verification or adaptation of the ENGINEERS' documents and
magnetic media will entitle the ENGINEERS to claim and receive
additional compensation from the VILLAGE. Magnetic media are
furnished without guarantee of compatibility with the VILLAGE software
or hardware, and the ENGINEER'S sole responsibility for such media is
to furnish replacements of defective disks within 3.0 days after
initial delivery.
3.10 The compensation for engineering services set forth in
Subsection 2.1 hereof shall include supervision of any paint
inspection subconsultant services required by the ENGINEERS for the
PROJECT, but the cost of such subconsultant services shall be a
separate expense to the VILLAGE as set forth in Subsection 2.2. The
ENGINEERS shall make all necessary .arrangements, subject to the prior
approval by the VILLAGE, and employ a qualified paint inspection
subconsultant, and the VILLAGE shall reimburse the ENGINEERS for the
actual costs of the paint inspection subconsultant service upon
submission of proper invoices.
3.11 The compensation set forth in Section 2 above does
not include any engineering services after the original construction
contract completion date for the PROJECT. In the event the VILLAGE
approves and authorizes an extension of time for the Contractor to
complete the construction work, the compensation for engineering
services set forth in Section 2 shall be increased for the additional
services required of the ENGINEERS. In the event the Contractor does
not complete the construction work within the contract completion time
including any extensions thereof granted by the VILLAGE, the VILLAGE
shall pay the ENGINEERS extra compensation at the ENGINEERS' hourly
5
rates until the PROJECT construction work has been accepted by the
VILLAGE.
3.12 The compensation set forth in Section 2 does not include
any engineering services regarding warranty work by the Contractor
after the PROJECT, or parts thereof, has been accepted for operational
use by the VILLAGE. In the event that warranty work is required of
the Contractor, the VILLAGE shall pay the ENGINEERS extra compensation
at the ENGINEERS' hourly rates to assist the VILLAGE in enforcing the
Contractor's guaranty to repair or replace defective work within the
warranty time stated in the Construction Contract Documents for the
PROJECT.
3.13 Any provision or part thereof o~ this Agreement held to
be void or unenforceable under any law shall be deemed stricken, and
all remaining provisions shall continue to be valid and binding upon
the parties. The parties agree that this Agreement shall be reformed
to replace such stricken provision or part thereof with a valid and
enforceable provision which comes as close as possible to expressing
the intention of the stricken provision.
3.14 This Agreement contains and embodies the entire and
integrated agreement between parties hereto and supersedes all prior
negotiations, representations, or agreements, either written or oral.
IN WITNESS WHEREOF, the parties hereto have caused the
execution of this Agreement by their duly authorized officers as of
the day and year first above written.
VILLAGE OF PLAINFTELD, ILLINOIS BAXTER & WOODMAN, INC.
By ~
Mayor
By
President/CE
(SEAL)
ATTEST:
Clerk
950149
(SEAL)
ATTEST:
Secretary
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