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HomeMy WebLinkAboutResolution #5297 - standard short form proposal and agreement for professional services - lead service replacements (engineering construction phase services) RESOLUTION NO. 5297 A RESOLUTION APPROVING A STANDARD SHORT FORM PROPOSAL AND AGREEMENT FOR PROFESSIONAL SERVICES FOR THE CITY OF CANTON LEAD SERVICE REPLACEMENTS (ENGINEERING CONSTRUCTION PHASE SERVICES) WHEREAS, the City of Canton, Illinois (the "City") intends on making certain infrastructure improvements within the City to address lead water service replacement needs (the "Project"); WHEREAS, Maurer-Stutz, Inc. will provide certain engineering services, including Engineering Construction Phase Services,to the City in relation to the Project; WHEREAS, the Mayor and City Council have determined that it is necessary and in the best interests of the City of Canton for City to enter into the Standard Short Form Proposal and Agreement for Professional Services (as attached hereto as "Exhibit A"). NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON,ILLINOIS,AS FOLLOWS: 1. The Recitals set forth above, and all facts and statements contained therein, are found to be true and correct and are hereby incorporated and adopted as part of this Resolution; 2. The Standard Short Form Proposal and Agreement for Professional Services, attached hereto as"Exhibit A," is hereby APPROVED. 3. That the Mayor of the City of Canton, Illinois is hereby authorized to execute said Standard Short Form Proposal and Agreement for Professional Services, and any other related and necessary documents, on behalf of the City of Canton. 5.That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 19th day of January, 2021,upon a roll call vote as follows: AYES: Alderman Justin Nelson,Angela Lingenfelter,Jeff Fritz,Angela Hale,Craig West, Quin Mayhew, Andra Chamberlin NAYS: None ABSENT: Alderman John Lovell APPROVED: ent Mc owell, Mayor ATTEST: Dia a ey-Roc , City Clerk EXHIBIT A m� MAURER - STUTZ E N L i N E E R S 5 U h V L 1 U R S STANDARD SHORT FORM PROPOSAL AND AGREEMENT FOR PROFESSIONAL SERVICES Client Name and Address: City of Canton 2 N.Main St. Canton, IL 61520 Client Contact Information: Kent A. McDowell,Mayor 309-647-0065 Project Name and Location: City of Canton-Lead Service Replacements (Engineering Construction Phase Services) Effective Agreement Date: January 6,2021 Client hereby authorizes Maurer-Stutz,Inc. (MSI,Engineer)to provide Professional Services in connection with the above referenced Project. Client's Project,of which Engineer's services under this Agreement are a part, is generally identified as follows: 1.Provide general construction contract coordination 2.Attend a pre-construction conference with the selected contractor 3. Review shop drawings 4. Make periodic site visits to determine if the construction work conforms with the contract documents 5. Coordinate any necessary change orders 6. Review contractor pay requests 7. Prepare record drawings once construction is complete 8. Submit a full set of shop drawings to the client at the conclusion of the project 9.Assist the client with loan disbursement requests and loan coordination with IEPA 10. Conform to the IEPA special provisions related to State Revolving Fund(SRF) loan requirements(presented in EJCDC Exhibit J(attached) Maurer-Stutz,Inc.proposes to provide professional services on the Project based on the following Fee Method: Estimated Fee: $121,000 on a time and materials basis This Proposal is subject to and governed by the General Terms and Conditions that are attached to hereby made a part of this agreement. FOR OFFICE USE ONLY Proposal No. Project No. Effective April 1,2011 Page 1 of 4 GENERAL TERMS AND CONDITIONS TERMS OF PAYMENT:MSI will submit Invoices for work which has been completed and reimbursable expenses incurred. If any invoice is not paid within 30 days of invoice date,late payment charges of 1.5%per month,or fraction of a month,or the highest lawful interest rate of the state in which the CLIENT's office is located,will be due. Fees are not contingent on CLIENT receipt of funds. If invoices under this Agreement,or any other agreement with CLIENT,are not timely paid,MSI may,after giving seven day's written notice to CLIENT,suspend services under this Agreement. FEE METHODS: CLIENT shall pay MSI on the basis of one of the following methods. The method to be used is stated on the front page of this Agreement. 1. LUMP SUM:When the Lump Sum method is utilized,the total amount billed shall include all Direct Payroll Expense costs,overhead business costs, profit,Reimbursable Expenses,and Subconsultant Expenses incurred by MSI. The Lump sum shall be a fixed amount unless a change of scope in the Scope of Services occurs. If a change of the Scope of Services occurs,such change shall be considered additional services and billed at MSI's current Hourly Rates. Monthly invoice statements will be submitted based on an estimated percent of completion of the services. 2. ESTIMATED FEE: a. HOURLY RATE:When the Hourly Rate method is utilized,the hourly rate shall include all Direct Payroll Expense,overhead business costs, and profit due MSI for the services. Hourly Rates are established for technical classifications of individuals. If Hourly Rates are not listed in the Agreement,they shall be the rates currently in use by MSI for the type of work being done. b. MULTIPLIER:When the Multiplier method is utilized,the hourly rate billed per individual expending time on the Project shall include that individual's Direct Payroll Expense(DPE)times a multiplier to cover overhead business costs plus profit. Direct Payroll Expense is defined as the total amount of an individual's labor cost,including basic wages and the mandatory and customary employee benefits,such as insurance, sick leave,holidays,vacations and others. ESTIMATES OF FEES,BASED ON DPE OR AT HOURLY RATE:MSI's estimate of the amounts that will become payable for specified services are only estimates for planning purposes,are not binding on the parties,and are not the minimum or maximum amounts payable to MSI under the Agreement. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to MSI that the total compensation amount thus estimated will be exceeded,MSI shall give CLIENT written notice thereof,allowing CLIENT to consider its options, including suspension or termination of MSI's services for CLIENT's convenience.Upon notice,CLIENT and MSI shall promptly review the matter of services remaining to be performed and compensation for such services.CLIENT shall either exercise its right to suspend or terminate MSI's services for CLIENT's convenience,agree to such compensation exceeding said estimated amount,or agree to a reduction in the remaining services to be rendered by MSI,so that total compensation for such services will not exceed said estimated amount when such services are completed. If CLIENT decides not to suspend the MSI's services during the negotiations and MSI exceeds the estimated amount before CLIENT and MSI have agreed to an increase in the compensation due MSI or a reduction in the remaining services,then MSI shall be paid for all services rendered hereunder. REU41BURSABLES:Reimbursable Expenses and Subconsultant Expenses incurred by MSI for the services shall be billed in addition to the hourly rate charges at an amount equal to actual cost plus 10 per cent. Reimbursable Expense is defined as the actual non-labor expenditure incurred on the project,and may include travel, printing,telephones,mailing,specialized equipment tests or others. Subconsultant Expense is defined as the actual expenditure for other firms in providing specialized studies,sub-surface explorations,or other services required on the Project In the event that collection proceedings are required to collect unpaid bills for MST's services and expenses,CLIENT shall be responsible for all unpaid bills,due interest,and all costs incurred in the collection proceedings,including but not limited to attorney's fees,costs,travel,and employee wages,overhead and expenses at the rate specified in this Agreement,or at MSI's current hourly rate if no rate is specified. CONSTRUCTION PHASE SERVICES:If,as a part of this Agreement,MSI is providing periodic construction observation,MSI shall make visits to the construction site to observe the progress and quality of the contractor's(s)work to determine in general if such work is proceeding in accordance with the construction documents. MSI shall not be required to make exhaustive or continuous on-site inspections to check quality or quantity of such work. MSI shall not be responsible for the means,methods,techniques,sequences or procedures of construction or for the safety precautions and programs incident to the work of the contractor. MSI does not wan-ant or guarantee contractor's(s)work,and shall not be responsible for the failure of contractors to perform the work in accordance with the construction documents. With respect to the Standard of Care applicable to construction observation services,note the following: A. MSI shall not at any time supervise,direct,control,or have authority over any contractor work,nor shall MSI have authority over or be responsible for the means,methods,techniques,sequences,or procedures of construction selected or used by any contractor,for the safety precautions and programs incident thereto,for security or safety at the Site,nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor's furnishing and performing of its work. B. MSI neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform the Work in accordance with the Contract Documents. C. MSI shall not provide or have any responsibility for surety bonding or insurance-related advice,recommendations,counseling,or research,or for enforcement of construction insurance or surety bonding requirements. D. MSI shall not be responsible for the acts or omissions of any contractor,subcontractor,or supplier,or of any of their agents or employees or of any other persons(except MSI's own employees and its Consultants)at a Site or otherwise furnishing or performing any of a contractor's work;or for any decision made regarding the Contract Documents,or any application,interpretation,or clarification of the Contract Documents other than those made by MSI. E. While at a Site,MSI's employees and representatives shall comply with the specific applicable requirements of contractor's and CLIENT's safety programs of which MSI has been informed in writing. Page 2of4 Ind MAURER - STUTZ CHANGES IN THE SCOPE CHARACTER OR CONTENT OF THE PROJECT: Services resulting from significant changes in the scope,extent,or character of the portions of the Project designed or specified by MSI or its design requirements including,but not limited to,changes in size,complexity,CLIENT's schedule, character of construction,or method of financing;and revising previously accepted studies,reports,Drawings,Specifications,or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond MST's control will require a modification to the Agreement. Any changes,modifications or alterations to the Project's scope impacting cost or schedule will require that MSI and CLIENT mutually agree in writing to such changes or modifications to the Scope prior to undertaking them. Price modifications due to changes in Scope in this Proposal will be calculated by multiplying the rates given in MSI's latest hourly rate schedule times the number of hours worked. OPINIONS OF PROBABLE COST: MSI's Opinions of Probable Construction Cost are to be made on the basis of MST's experience and qualifications and represent MST's best judgment as an experienced and qualified professional generally familiar with the construction industry. However,because MSI has no control over the cost of labor,materials,equipment,or services furnished by Others,or over contractors'methods of determining prices,or over competitive bidding or market conditions,MSI cannot and does not guarantee that proposals,bids,or actual Construction Cost will not vary from Opinions of Probable Construction Cost prepared by MSI. If CLIENT requires greater assurance as to probable Construction Cost,CLIENT must employ an independent cost estimator. INSPECTIONS:Unless otherwise provided for in this Agreement,any inspections of existing sites,structures,mechanical and electrical systems or other physical features of the Project are visual inspections only. Tests or extensive calculations are not performed unless specifically requested. CLIENT acknowledges that latent defects may be present and agrees to indemnify and hold harmless MSI and its employees against all claims,damages and losses including attorney's fees resulting from such latent defects. Inspections only cover the specific items listed in the Scope of Services of this Agreement. CLIENT acknowledges that the results of the inspection are meant for CLIENT use only. CLIENT agrees to indemnify and hold harmless MSI and its employees against all claims,damages and losses resulting from a third party's use of the results of the inspection. NOTIFICATIONS: CLIENT represents and warrants that CLIENT has notified MSI of any known or suspected presence of hazardous materials or pollutants at the Project Site. Unless the Scope of Services includes investigation for hazardous or pollutant materials,MST's extent of responsibility shall be to notify CLIENT ifthe presence of hazardous materials or pollutants on the Project Site becomes known by MSI. ACCESS TO SITE:Unless otherwise stated,MSI will have access to the site for activities necessary for the performance of the Scope of Services. MSI will take reasonable precautions to minimize damage to property during these activities,but has not included the cost of repairing or restoring any resulting damage in the Fee, and will not be responsible for the cost of such. CERTIFICATIONS,GUARANTEES,OR WARRANTIES:MSI shall not be required to sign any documents,no matter by whom requested,that would result in MSI having to certify,guarantee,or warrant the existence of conditions whose existence MSI cannot ascertain. CLIENT agrees not to make resolution of any dispute with MSI or payment of any amount due to MSI in any way contingent upon MSI signing any such documents. STANDARD OF CARE: Services performed by MSI under this Agreement will be conducted in a manner of care and skill ordinarily exercised by members of the profession in the same locale practicing under similar circumstances and conditions. No other representation expressed or implied,and no warranty or guarantee is intended or included in this Agreement,or in any report,opinion,document,or otherwise. DESIGN WITHOUT CONSTRUCTION PHASE SERVICES: MSI shall be responsible only for those Construction Phase services expressly required of MSI in the Scope of Work With the exception of such expressly required services,MSI shall have no design,Shop Drawing review,or other obligations during construction and CLIENT assumes all responsibility for the application and interpretation of the Contract Documents,review and response to Contractor claims,contract administration,processing Change Orders,revisions to the Contract Documents during construction,construction surety bonding and insurance requirements, construction observation and review,review of payment applications,and all other necessary Construction Phase engineering and professional services. CLIENT waives all claims against MSI that may be connected in any way to Construction Phase engineering or professional services except for those services that areexpressly required of MSI in the scope of work. LIMITATION OF LIABILITY:IZI's Liability Limited to Amount ofA BI's Compensation.• To the fullest extent permitted by law,and notwithstanding any other provision of this Agreement,the total liability,in the aggregate,of MSI and MSI's officers,directors,members,partners,agents,employees,and Consultants, to CLIENT and anyone claiming by,through,or under CLIENT 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,breach of contract,indemnity obligations,or warranty express or implied of MSI or MSI's officers,directors,members,partners,agents,employees,or Consultants shall not exceed the total compensation received by MSI under this Agreement. MUTUAL INDEMNIFICATION: Subject to the provisions set forth herein,MSI and CLIENT hereby agree to indemnify and hold harmless each other and their respective shareholders,directors,officers,employees,agents(and each of their successors and assigns)from any and all claims,demands,liabilities,suits,causes of action,judgments,costs,and expenses,including reasonable attorneys'fees,arising or allegedly arising from personal injury,death,property damage,including loss of use thereof,due in any manner to the negligence of either of them,their agents,or employees. In the event both of them are at fault,then the liability shall be apportioned between them pursuant to their pro-rata share of negligence or fault. MSI and CLIENT further agree that their liability to any third party shall,to the extent permitted bylaw,be several and not joint. These indemnities shall not terminate upon termination or expiration of this Agreement. OWNERSHIP OF DOCUMENTS:All documents produced by MSI under this Agreement shall remain the property of MSI and shall not be used by the CLIENT for any other purpose with out the permission of MSI. REUSE OF DOCUMENTS:All documents,including drawings and specifications,furnished by MSI pursuant to this Agreement are Instruments ofhis Services in respect of the Project. They are not intended or represented to be suitable for reuse by CLIENT or others on extensions of the Projector on any other project. Any reuse without specific written verification or adaptation by MSI will be at CLIENT's sole risk and without liability or legal exposure to MSI. CLIENT shall indemnify and hold harmless MSI from all claims,damages,losses and expenses including attorney's fees arising out of or resulting therefrom. TERMINATION OF SERVICES:This Agreement may be terminated by the CLIENT or MSI should the other fail to perform its obligations hereunder. In the event of termination,all reimbursable expenses and all Scope of Services rendered to date shall be paid by the CLIENT to MSI. Page 3of4 A MAURER - STUTZ DELAY OF SERVICES: If a delay of services beyond the schedule agreed upon occurs for any reason other than for MSI's fault,it is understood and agreed to that such may result in additional fees,which shall be paid by CLIENT to MSL If additional fees will be necessary,MSI will notify CLIENT prior to providing such services. DISPUTE RESOLUTION: CLIENT and MSI agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. Ifnegotiations are unsuccessful in resolving the dispute,then the dispute shall be mediated. If mediation is unsuccessful,then the parties may exercise their rights at law. APPLICABLE LAWS:Unless otherwise specified,this Agreement shall be governed by the laws of the State of Illinois. COMPLETE AGREEMENT:This Agreement represents the entire understanding of the parties and may not be modified except in writing. MISCELLANEOUS:If the CLIENT issues a Purchase Order of which this Agreement becomes pan,the terms of this Agreement will take precedence in the event of a conflict of terms. This document shall be governed by the laws of the State of Illinois. In the event that any part of this document is held invalid by any court of competent jurisdiction,the remainder of the Agreement shall remain in full force and effect. Accepted By: Submitted By: CLIENT: City,of Capton,IL MAURER-STUTZ,INC. Sign: Sign: Print: Kent A.McDowell Print: K rth J.Plavec,PE Title: Mayor Title: Vice President Date: ���d 7�1 Date: 01/06/2021 Page 4of4 1115 MAU R E R - ST U TZ This is EXHIBIT J,consisting of 2 pages,referred to in and part of the Agreement between Owner and Engineer for Professional Services dated January 6, 2021. Special Provisions The Agreement is amended to include the following provisions required by the Illinois Environmental Protection Agency("IEPA,""Agency")in relation to State Revolving Fund(SRF) loan requirements. Audit and Access to Records Clause 1. Books,records, documents and other evidence directly pertinent to performance of PWSLP/WPCLP loan work under this agreement shall be maintained in accordance with generally accepted Accounting Principles.The Agency or any of its authorized representatives shall have access to the books,records,documents and other evidence for the purpose of inspection, audit and copying. Facilities shall be provided for access and inspection. 2. Audits conducted pursuant to this provision shall be in accordance with auditing standards generally accepted in the United States of America. 3. All information and reports resulting from access to records pursuant to the above shall be disclosed to the Agency.The auditing agency shall afford the engineer an opportunity for an audit exit conference and an opportunity to comment on the pertinent portions of the draft audit report. 4. The final audit report shall include the written comments, if any,of the audited parties. 5. Records shall be maintained and made available during performance of project services under this agreement and for three years after the final loan closing.In addition,those records that relate to any dispute pursuant to the Loan Rules Section 365/662.650(Disputes)or litigation or the settlement of claims arising out of project performance or costs or items to which an audit exception has been taken,shall be maintained and made available for three years after the resolution of the appeal, litigation,claim or exception. Covenant Against Contingent Fees Clause The professional services contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage,or contingent fee,excepting bonafide employees. For breach or violation of this warranty,the loan recipient shall have the right to annul this agreement without liability or in its discretion to deduct from the contract price or consideration or otherwise recover,the full amount of such commission,percentage, brokerage,or contingent fee. USEPA Nondiscrimination Clause The contractor (engineer) shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies. Page 1 (Exhibit J-Special Provisions) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. USEPA Fair Share Percentage Clause The engineer agrees to take affirmative steps to assure that disadvantaged business enterprises are utilized when possible as sources of supplies,equipment, construction and services in accordance with the [WPC or PWS] Loan Program rules. As required by the award conditions of USEPA's Assistance Agreement with Illinois EPA, the engineer acknowledges that the fair share percentages are 5% for MBE's & 12% for "E's. Contract Period The Professional Services Agreement shall begin at the conclusion of the bidding phase and shall extend 60 days beyond the construction contract completion date. If the construction contract completion date is extended for any reason,the Professional Services Agreement time frame will automatically be extended by the same amount of time. Page 2 (Exhibit J-Special Provisions) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Page 3 (Exhibit 3-Special Provisions) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright©2008 National Society of Professional Engineers for EJCDC. All rights reserved.