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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 ~,.~,.~.-~,~.J VILLAGE CL K Aril , 19 5. PRES DENT J ,~- 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 2 _ 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 - 3 - ... 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 - 6 --