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HomeMy WebLinkAboutResolution #3265_~; RESOLUTION N0. 3265 A RESOLUTION APPROVING AN AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF CANTON AND MAURER MCGILLEM ENGINEERS, INC, FOR ENGINEERING SERVICES IN CONNECTION WITH THE CONSTRUCTION OF RELIEF SANITARY SEWERS ALONG NORTH FOURTH AVENUE AND DIRECTING THE MAYOR AND CITY CLERg TO E%ECUTE AND DELIVER SAID AGREEMENT ON BEHALF OF THE CITY OF CANTON, ILLINOIS WHEREAS, the City Council of the City of Canton has determined that it is necessary and in the best interest of the City of Canton to enter into an Agreement for Engineering Services with Maurer-McGillem Engineers, Inc. hereto attached and herein incorporated as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, Fulton County, Illinois as follows: 1. That the Agreement For Engineering Services, hereto attached as Exhibit "A" between the City of Canton and Maurer-McGillem Engineers, Inc. is hereby approved. 2. That the Mayor and City Clerk are hereby authorized and directed to execute and deliver said Agreement on behalf of the City of Canton, Illinois. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois. PASSED by the City Council of the City of Canton, Fulton County, Illinois at a regular meeting this 17th day of January, 1995, upon a roll call vote as follows: AYES: Aldermen Chapman,.. May, Sarff, Phillips, Coay. NAYS: None. ABSENT: Aldermen Bohler, Meade, Molleck. RQ~TED ~ ~ ~ ~.. onald E. wards, Mayor ATTEST: L I any Whi s, City Clerk. Agreement for Professional Services This Agreement is made between the Chestnut Street, Canton, Illinois 61520 McGillem Engineers, Inc., 6 E. Elm St., called the ENGINEER. City of Canton whose address is 210 E. hereinafter called the OWNER and Maurer- Canton, Illinois, 61520, hereinafter The ENGINEER agrees to render professional engineering services in connection with the construction of relief sanitary sewers beginning at the outfall sanitary sewer that parallels Big Creek near manhole 416; extending east to Fourth Avenue, near manhole 508; and extending north along Fourth Avenue to New Salem Drive; also, beginning near Linden Street and Main Street and extending north to manhole 4042; hereinafter called the "Project". ENGINEER'S services will consist of preparing a Preliminary Design, Final Design and Contract documents, assistance during Bidding or Negotiating, and Construction Administration including resident services during construction, all as set forth in Sections 1.3, 1.4, 1.5, and 1.6 in the printed General Provisions as amended and supplemented in Exhibit B, thereto, which is attached, and such Additional Services as may be requested. The OWNER agrees to pay to the ENGINEER for services rendered in Sections 1.3, 1.4, 1.5, and 1.6 a fee of $79,000.00. The OWNER agrees to pay the ENGINEER for Construction Administration services rendered in Section 1.6 a fee of $29,100.00. The OWNER agrees to pay the ENGINEER for the Additional Services described in Section 2, Direct Labor Costs times a factor of 2.6 to cover indirect payroll-related costs and fringe benefits. The ENGINEER will bill the OWNER monthly for services and Reimbursable Expenses. The above financial arrangements are on the basis of prompt payment of ENGINEER'S bills and the orderly and continuous progress of the Project through construction. Resident Project Representative. It is agreed by the OWNER and ENGINEER that the Resident Project Representative's services will not be required full-time, and the Resident Project Representative will not be observing all of the Contractor's activities. 1 r• Period of Service. The periods of service for the various phases of the agreement shall terminate and the services to be rendered thereunder shall be considered complete upon the occurrence of one of the following: commencement of the next phase of the agreement, thirty days after the final submission of documents for that phase has been made to the OWNER, or upon termination of the project. Parties to the Agreement The services to be performed by the Engineer under this Agreement are intended solely for the benefit of the OWNER. Nothing contained herein shall confer any rights upon or create any duties on the part of the ENGINEER toward any person or persons not a party to this Agreement including, but not limited to any contractor, subcontractor, supplier, or the agents, officers, employees, insurers, or sureties of any of them. Construction and Safety The ENGINEER shall not be responsible for the means, methods, procedures, techniques, or sequences of construction, nor for safety on the job site, nor shall the ENGINEER be responsible for the contractor's failure to carry out the work in accordance with the contract documents. This Agreement is subject to the printed General Provisions which are attached, and which are amended as follows: Change Para. 1.6.1. in part as follows: 1.6.1. General Administration of Construction Contract. ENGINEER shall consult with and advise OWNER and act as OWNER's representative as provided in Articles 1 through 31 of the General Conditions. The extent of limitation of ..... in writing." Change Para. 5.7.3. and Para. 5.7.5. so that all references to "$200,000" become "$400,000". In Witness Whereof, the parties hereto have affixed their hands and seals this ~ day of an , 195. OWNER• gy Mayor ATTEST: Clerk ENGINEER: By ~Gu %~ President ~ ~rcr~~Ca.~ IlTTRCT• Seal Canton/Agreement #234-95004 2 ~• GENERAI. PROVISIONS AMttached tteo and made a part of LETTER AGREE- C~ty do~d anton .19 9~etween (OWNER) and - aurer- .c i em Eng. (ENGINEER) in respect of the Project described therein. SECTION 1-BASIC SERVICES OF ENGINEER 1.1. General. 1.1.1. ENGINEER shall perform for OWNER profes- sional engineering services in all phases of the Project to which this Agreement applies as hereinafter pro- vided. These services will include serving as OWNER'S professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil, structural, mechanical and electrical engineering services and cus- tomary architectural services incidental thereto. 1.2. Study and Report Phase. After written authorization to proceed, ENGINEER shall: 1.2.1. Consult with OWNER to clarify and define OWNER'S requirements for the Project and review available data. 1.2.2. Advise OWNER as to the necessity of OWN- ER'S providing or obtaining from others data or ser- vices ofthe types described in paragraph 3.2, and assist OWNER in obtaining such data and services. 1.2.3. Identify and analyze requirements of govern- mental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. 1.2.4. Provide analyses of OWNER's needs, planning surveys, site evaluations and comparative studies of prospective sites and solutions. 1.2.5. Provide a general economic analysis of OWN- ER'S requirements applicable to various alternatives. 1.2.6. Prepare a Report containing schematic layouts. sketches and conceptual design criteria with appropri- ateexhibits toindicate cleariythe considerations involved (including applicable requirements of governmental authorities having jurisdiction as aforesaid) and the alternative solutions available to OWNER and setting forth ENGINEER's findings and recommendations. This Report will be accompanied by ENGINEER'S opinion of probable costs for the Project, including the following which will be separately itemized: Construction Cost, allowance for engineering costs and contingencies, and (on the basis of information furnished by OWNER) allowances for such other items as charges of all other professionals and consultants, for the cost of ]and and rights-of--way, forcompensationfor ordamages to prop- erties, for interest and financing charges and for other services to be provided by others for OWNER pursuant to paragraph 3.2. The total of all such costs, allowances, etc. are hereinafter called "Total Project Costs." 1.2.7. Furnish five copies of the Study and Report doc- uments and review them in person with OWNER. 1.3. Preliminary Design Phase. After written authorization to proceed with the Prelim- inary Design Phase, ENGINEER shall: 1.3.1: In consultation with OWNER and on the basis of the accepted Study and Report documents, deter- mine the general scope, extent and z;haracter of the Project. 1.3.2. Prepare Preliminary Design documents consist- ing offinal design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 1.3.3. Advise OWNER if additional data or services of the types described in the first subparagraph of para- graph 3.2 are necessary and assist OWNER in obtaining such data and services. 1.3.4. Based on the information contained in the pre- liminary design documents, submit a revised opinion of probable Total Project Costs. 1.3.5. Furnish five copies of the above Preliminary Design documents and present and review them in per- son with OWNER. •• ~ 1 /1 _y V t 1.4. Final Design Phase. After written authorization to proceed with the Final Design Phase, ENGINEER shall: 1.4.1. On the basis of the accepted Preliminary Design documents and the revised opinion of probable Total Project Costs, prepare for incorporation in the Contract Documents final drawings to show the general scope, extent and character of the work to be furnished and performed by Contractor(s) (hereinafter called "Draw- ings") and Specifications (which will be prepared in conformance with the sixteen division format of the Construction Specifications Institute). 1.4.2. Provide technical criteria, written descriptions and design data for OWNER's use in filing applications for permits with or obtaining approvals of such gov- ernmental authorities as have jurisdiction to approve the design of the Project, and assist OWNER in con- sultations with appropriate authorities. 1.4.3. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by changes in general scope, extent or character or design requirements of the Project or Construction Costs. Fur- nish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifica- tions. 1.4.4. Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement forms, general conditions and supplementary condi- tions, and (where appropriate) bid forms, invitations to bid and instructions to bidders (all of which shall be consistent with the forms and pertinent guide sheets prepared by the Engineers' Joint Contract Documents Committee), and assist in the preparation of other related documents. 1.4.5. Furnish five copies of the above documents and of the Drawings and Specifications and present and review them in person with OWNER. 1.5. Bidding or Negotiating Phase. After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall: 1.5.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for each separate prime contract for construction, materials, equipment and services: and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-bid conferences and receive and process deposits for Bidding Documents. 1.5.2. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 1.5.3. Consult with and advise OWNER as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime con- tractor(s) (herein called "Contractor(s)")for those por- tions of the work as to which such acceptability is required by the Bidding Documents. 1.5.4. Consult with OWNER concerning and deter- minethe acceptability of substitute materials and equip- ment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding Documents. 1.5.5. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or pro- posals and in assembling and awarding contracts for construction, materials, equipment and services. 1.6. Construction Phase. During the Construction Phase: 1.6.1. Genera! Administration of Construction Con- tract. ENGINEER shall consult with and advise OWNER and act as OWNER's representative as pro- vided in Articles 1 through 3 ~ inclusive, of the Standard General Conditions of the Construction Contract,;1~ . .,, o ,,.,o, ~_.~__~ The extent and limitations of the duties, responsibilities and authority of ENGI- NEER as assigned in said Standard General Conditions shall not be modified, except to the extent p as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor(s) will be issued through ENGINEER who will have authority to act on 9 behalf of OWNER to the extent provided in said Stan- dard General Conditions except as otherwise provided in writing. 1.6 '. Visits to Site and Observation of Construction. In connection with observations of the work of Con- tractor(s) while it is in progress: 1.6.?.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of con- struction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor(s)' work. In addition. ENGI- NEER shall provide the services of a Resident Proj- ect Representative (and assistants as agreed) at the site to assist ENGINEER and to provide more con- tinuous observation of such work. Based on infor- mationobtained during such visits and on such obser- vations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. 1.6.2.2. The Resident Project Representative (and any assistants) will be ENGINEER'S agent or employee and under ENGINEER's_supervision. The duties and responsibilities of the Resident Project Representative (and assistants) are set forth in Exhibit B "Duties, Responsibilities and Limitation of Authority of Resident Project Representative". 1.6.2.3. The purpose of ENGINEER'S visits to and representation by the Resident Project Repre- sentative (and assistants, if any) at the site will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken• by ENGINEER during the Construction Phase, and, in addition, by exercise of ENGINEER's efforts as an experienced and qualified design professional, to pro- vide for OWNER a greater degree of confidence that the completed work of Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept as reflected in the Contract Documents has been implemented and pre- served by Contractor(s). On the other hand, ENGI- NEER shall not, during such visits or as a result of such observations of Contractor(s)' work in progress. supervise, direct or have control over Contractor(s)' work nor shall ENGINEER have authority over or responsibility for the means, methods, techniques. sequences or procedures of construction selected by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) orforany failure of Contractor(s) to comply with laws, rules, regula- tions, ordinances, codes or orders applicable to Con- tractorlsl furnishing and performing their work. Accordingly. ENGINEER can neither guarantee the ~ performance of the construction contracts by Con- tractorlsl nor assume responsibility for Contrac- tons)' failure to furnish and perform their work in accordance with the Contract Documents. 1.6.3. Defective Work. During such visits and on the basis of such observations, ENGINEER may disap- prove of or reject Contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms gen- erally to the Contract Documents or that it will preju- dice the integrity of the design concept_of the Project as reflected in the Contract Documents. 1.6.4. Interpretations and Clarifications. ENGINEER shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes and change orders as required. 1.6.5. Shop Drawings. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings (as that term is defined in the aforesaid Standard General Conditions), samples and other data which Contractor(s) are required to submit, but only for conformance with the design concept of the Project and compliance with the information given in the Con- tract Documents. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 1.6.6. Substitutes. ENGINEER shall evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor(s), but subject to the provision of the second subparagraph of paragraph 2.1.2. 1.6.7. Inspections and Tests. ENGINEER shall have authority, as OWNER'S representative, to require spe- cial inspection or testing of the work, and shall receive and review all certificates of inspections, testings and approvals required by laws. rules. regulations, ordi- nances, codes, orders or the Contract Documents (but only to determine generally that their content complies with the requirements of, and the results certified indi- cate compliance with, the Contract Documents). 1.6.8. Disputes between OWNER and Con-ractor. ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make deci- sions on all claims of OWNER and Contractor(s) relat- ing [oche acceptability of the work or the interpretation 10 L 3 '~.J of the requirements of the Contract Documents per- taining to the execution and progress of the work. ENGINEER shall not be liable for the results of any such interpretations ordecisions rendered in good faith. 1.6.9. Applications for Payment. Based on ENGI- NEER's on-site observations as an experienced and qualified design professional, on information provided by the Resident Project Representative and on review of applications fo_r payment and the accompanying data and schedules: 1.6.9.1. ENGINEER shall determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts. Such recommendations of payment will constitute a rep- resentation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of ENGINEER'S knowledge, information and belief, the quality of such work is generally in accordance with the Con- tract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Sub- stantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation). In the case of unit price work, ENGINEER'S rec- ommendations of payment will include final deter- minations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). 1.6.9.2. By recommending any payment ENGI- NEER will not thereby be deemed to have repre- sented that exhaustive, continuous or detailed reviews or examinations have been made by ENGINEER to check the quality or quantity of Contractor(s)' work as it is furnished and performed beyond the respon- sibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. ENGI- NEER'S review of Contractor(s)' work for the pur- poses of recommending payments will not impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, tech- niques. sequences, or procedures of construction or safety precautions or programs incident thereto or Contractor(s) compliance with laws, rules, regula- tions, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWN ER free and clear of any lien, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and Con- tractor that might affect the amount that should be paid. 1.6.10. Contractor(s)' Completion Documents. ENGI- NEER shall receive and review maintenance and oper- ating instructions, schedules, guarantees, bonds and certificates of inspection, testsand approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents (but such review will only be to determine that their content complies with the requirements of, and in the case of certificates of inspec- tion, tests and approvals the results certified indicate compliance with, the Contract Documents); and shall transmit them to OWNER with written comments. 1.6.11. Inspections. ENGINEER shall conduct an inspection to determine if the work is substantially complete and a final inspection to determine if the com- pleted work is acceptable so that ENGINEER may recommend, in writing, final. payment to Contractor(s) and may give written notice to OWNER and the Con- tractor(s) that the work is acceptable (subject to any conditions therein expressed), but any such recom- mendation and notice will be subject to the limitations expressed in paragraph 1.6.9.2. 1.6.12. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons (except ENGINEER'S own employees and agents) at the site or otherwise furnishing or performing any of the Con- tractor(s)' work; however, nothing contained in para- graphs 1.6.1 thru 1.6.11, inclusive, shalt be construed to release ENGINEER from liability for failure to prop- erly perform duties and responsibilities assumed by ENGINEER in the Contract Documents. 1.7. Operational Phase. During Operational Phase, ENGINEER shall, when requested by OWNER: 1.7.1. Provide assistance in the closing of any financial or related transaction for the Project. 1.7.2. Provide assistance in connection with the refin- ing and adjusting of any equipment or system. 1.7.3. Assist OWNER in training OWN ER's staff to operate and maintain the Project. 1.7.4. Assist OWNER in developing systems and pro- cedures for control of the operation and maintenance of and record keeping for the Project. 1.7.5. Prepare a set of reproducible record prints of Drawings showing those changes made during the con- structionprocess, based on the marked-up prints, draw- ingsand other data furnished by Contractor(s) to ENGI- NEER and which ENGINEER considers significant. 1.7.6. In company with OWNER, visit the Project to observe any apparent defects in the completed con- struction, assist OWNER in consultations and discus- sions with Contractor(s) concerning correction of such deficiencies, and make recommendations as to replace- ment or correction of defective work. SECTION 2-ADDITIONAL SERVICES OF ENGINEER 2.1. Normal and customary engineering services do not include service in respect of the following categories of work which are usually referred to as Additional Services. 2.1.1. If OWNER wishes ENGINEER to perform any of the following Additional Services, OWNER shall so instruct ENGINEER in writing, and ENGI- NEER shall perform or obtain from others such ser- vices and will be paid therefor as provided in the Letter Agreement: -Preparation of applications and supporting docu- ments for governmental financial support of the Project in addition to those required under Basic Services; preparation or review of environmental studies and related services; and assistance in obtaining environmental approvals. -Services to make measured drawings of or to inves- tigate existing conditions or facilities. -Services resulting from significant changes in the general scope, extent or character of the Project or major changes in documentation previously accepted by OWNER where changes are due to causes beyond ENGINEER'S control. -Providing renderings or models. -Preparing documents for alternate bids requested by OWNER for work which is not executed or for out-of-sequence work. -Detailed consideration of operations, maintenance and overhead expenses; value engineering and the preparation of rate schedules, earnings and expense statements, cash flow and economic evaluations, feasibility studies, appraisals and valuations. -Furnishing the services of independent profes- sional associates or consultants for other than Basic Services. -lf ENGINEER'S compensation for Basic Services is not on the basis of Direct Labor or Salary Costs. services resulting from the-award of more than one prime contract for construction, materials, equip- ment or services for the Project, or from the con- struction contract containing cost plus or incen- _ five-savings provisions for Contractor's basic compensation, or from arranging for performance by persons other than the principal prime contrac- tors or from administering OWNER's contracts for such services. -Services in connection with field surveys for design purposes and engineering surveys and staking out the work of Contractor(s). -Services during out-of--town travel other than visits to the site. - - -Preparation of operating and maintenance manuals to supplement Basic Services under paragraph 1.7.3. -Preparing to serve or serving as a consultant or witness in any litigation, arbitration or other legal or administrative proceeding except where required as part of Basic Services. 2.1.2. When required by the Contract Documents in circumstances beyond ENGINEER'S control, ENGINEER shall perform or obtain from others any of the following Additional Services as circumstances require during construction and without waiting for specific instructions from OWNER, and ENGI- NEER will be paid therefor as provided in the Letter Agreement: -Services in connection with work directive changes and change orders to reflect the changes requested by OWNER if the resulting change in compensa- tion for Basic Services is not commensurate with the additional services rendered. -Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitutions proposed by Contractor(s): services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor: and evaluating an unreasonable or extensive number of claims submitted by Con- tractorls) or others in connection with the work. -Services resulting from significant delays. changes or price increases occurring as a direct or indirect l~ ) result of material, equipment or energy shortages. -Additional or extended services during construc- tion made necessary by (I) work damage by fire or other causes during construction. (2) a signifi- cant amount of defective or neglected work of any Contractor, (3) acceleration of the progress sched- ule involving services beyond normal working hours, (4) default by any Contractor. SECTION 3-OWNER'S RESPONSIBILITIES 3.1. OWNER shall provide all criteria and full infor- mation as to OWNER's requirements for the Project; designate a person to act with authority on OWNER's behalf in respect of all aspects of the Project; examine and respond promptly to ENGINEER'S submissions; and give prompt written notice to ENGINEER when- ever OWNER observes or otherwise becomes aware of any defect in the work. 3.2. OWNER shall also do the following and pay all costs incident thereto: -Furnish to ENGINEER borings, probings and sub- surface explorations. hydrographic surveys, labo- calory tests and inspections of samples, materials and equipment; appropriate professional interpre- tations of all of the foregoing; environmental assess- ment and impact statements; property, boundary, easement, right-of--way, topographic and utility sur- veys;property descriptions; zoning and deed restric- tions; all of which ENGINEER may rely upon in performing services hereunder. -Guarantee access to and make all provisions for ENGINEER to enter upon public and private prop- erty. -Provide such legal, accounting, independent cost estimating and insurance counseling services as may be required for the Project, any auditing service required in respect of Contractor(s)' applications for payment, and any inspection services to determine if Contractor(s) are performing the work legally. -Provide engineering surveys to establish reference points for construction. -Furnish approvals and permits from all governmental authorities having jurisdiction over the Project. -If more than one prime contractor is to be awarded for construction. designate a party to have respon- sibility and authority for coordinating the activities of the various prime contractors. 3.3. OWNER shall pay all costs incident to obtaining bids or proposals from Contractor(s). SECTION 4-MEANING OF TERMS 4.1. As used herein the term "this Agreement" refers to the Letter Agreement to which these General Pro- visions are attached and to these General Provisions, Exhibit A "Further Description of Basic Engineering Services and Related Matters" and Exhibit B "Duties, Responsibilities and Limitations of Authority of Resi- dent Project Representative", as if they were part of one and the same document. 4.2. The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER'S compensation and expenses, the cost of land, rights-of--way, or compensation for or dam- ages to, properties unless this Agreement so specifies, nor will it include OWNER'S legal, accounting, insur- ance counseling or auditing services, or interest and financing charges incurred in connection with the Proj- ect orthe cost of other services to be provided by others to OWNER pursuant to paragraph 3.2. [Construction Cost is one of the items comprising Total Project Costs which is defined in paragraph 1.2.6.] 4.3. Direct Labor Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all ENGINEER'S personnel engaged directly on the Project. including, but not limited to, engineers, archi- tects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business per- sonnel; but does not include indirect payroll related costs or fringe benefits. The hourly Direct Labor Costs of principals of ENGI- NEER will be adjusted equitably to reflect changes in personnel and in ENGINEER'S overall compensation procedures and practices. 4.4. The Salary Costs used as a basis for payment mean salaries and wages (basic and incentive) paid to all ENGINEER'S personnel engaged directly on the Proj- ect, including, but not limited to, engineers, architects, surveyors, designers, draftsmen, specification writers. estimators, other technical and business personnel: plus the cost of customary and statutory benefits including. but not limited to, social security contributions, unem- 13 ployment, excise and payroll taxes, workers' compen- sation. health and retirement benefits, sick leave. vaca- tion and holiday pay and other group benefits. The hourly Salary Costs of principals of ENGINEER will be adjusted equitably to reflect changes in person- nel and in ENGINEER'S overall compensation pro- cedures and practices. 4.5. Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER'S indepen- dent professional associates or consultants directly or indirectly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assis- tants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding pocu- ments and similar Project-related items in addition to those required under Section 1; and if authorized in advance by OWNER, overtime work requiring higher than regular rates. In addition. when compensation for Basic Services is on the basis of cost plus a fixed fee, Direct Labor Costs or Payroll Costs method of pay- ment, if authorized in advance by OWNER, Reim- bursable Expenses will also include expenses incurred for computer time and other highly specialized equip- ment, including an appropriate charge for previously established programs and expenses of photographic production techniques times a factor of One SECTION 5-MISCELLANEOUS 5.1. Reuse of Documents. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and ENGI- NEER'S independent professional associates and con- sultants) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse without written verifica- tion or adaptation by ENGINEER for the specific pur- poseintended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGI- NEER'S independent professional associates or con- sultants, and OWNER shall indemnify and hold harm- less ENGINEER and ENGINEER's independent professional associates and consultants from all claims. damages, losses and expenses including attorneys' fees arising out of or resulting therefrom..Any such verifi- cation or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 5.2. Opinions of Cost. Since ENGINEER has no control overthe cost oflabor, materials, equipment or services furnished by others, or over the Conttactor(s)' methods of determining prices, or over competitive bidding or market conditions, ENGINEER's opinions of probable Total Project Costs and Construction Cost provided for herein are to be made on the basis of ENGINEER'S experience and qualifications and represent ENGINEER's best judg- ment as an experienced and qualified professional engi- neer, familiar with the construction industry; but ENGINEER cannot and does not guarantee that pro- posals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.2. ENGINEER's services to modify the Contract Documents to bring the Construction Cost within any limitation established by OWNER will be considered Additional Services and paid for as such by OWNER. . 5.3. Other Provisions Concerning Payments. If OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER'S statement therefor; the amounts due ENGINEER will be increased at the rate of l 01o per month from said thirtieth day, and in addition, ENGI- NEER may, after giving seven days' written notice to OWNER, suspend services underthis Agreement until ENGINEER has been paid in full all amounts due for services, expenses and charges. 5.4. Termination. The obligation to provide further services under this Agreement may be terminated by either party upon 14 _i V seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In the event of any termination, ENGINEER will be paid for all services rendered to the date of termination, all Reimbursable Expenses and termina- tion expenses. 5.5. Controlling Law. This Agreement is to be governed by the law of the principal place of business of ENGINEER. 5.6. Successors and Assigns. 5.6.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives ofOWNER and ENGINEER (and to the extent permitted by paragraph 5.6.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal repre- sentatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. . 5.6.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (includ- ing, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted bylaw. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing con- tained inthis paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 5.6.3. Nothing under this Agreement shall be con- strued to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of OWNER and ENGINEER and not for the benefit of any other party. 5.7. Arbitration. 5.7.1. All claims, counterclaims, disputes and other matters in question between the parties hereto arising out of or relating to this Agreement or the breach thereof will be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the Amer- ican Arbitration Association then obtaining, subject to the limitations and restrictions stated in paragraphs 5.7.3 and 5.7.4 below. This agreement so to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith as provided in this para- graph 5.7 will be specifically enforceable under the prevailing law of any court having jurisdiction. 5.7.2. Notice of demand for arbitration must be filed in writing with the other parties to this Agreement and with the American Arbitration Association. The demand must be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event may the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 5.7.3. All demands for arbitration and all answering statements thereto which include any monetary claim must contain a statement that the total sum or value in controversy as alleged by the party making such demand or answering statement is not more than $200,000 (exclusive of interest and costs); and the arbitrators will not have jurisdiction, power or authority to render a monetary award in response thereto against any party which totals more than $200,000 (exclusive of interest and costs). The arbitrators will not. have jurisdiction, power or authority to consider, or make findings (except in denial of their own jurisdiction) concerning any claim, counterclaim, dispute or other matter in question where the amount in controversy of any such claim, counter- claim, dispute or matter is more than $200,000 (exclu- sive of interest and costs). 5.7.4. No arbitration arising out of, or relating to, this Agreement may include, by consolidation, joinder or in any other manner, any person or entity who is not a party to this Agreement. 5.7.5. By written consent signed by all the parties to this Agreement and containing a specific reference hereto, the limitations and restrictions contained in paragraphs 5.7.3 and 5.7.4 may be waived in whole or in part as to any claim, counterclairtt, dispute or other matter spe- cificallydescribed in such consent. No consent to arbi- tration in respect of a specifically described claim. counterclaim, dispute or other matter in question will constitute consent to arbitrate any other claim, coun- terclaim. dispute or other matter in question which is not specifically described in such consent or in which the sum or value in controversy exceeds $200.000 (exclusive of interest and costs) or which is with any party not specifically described therein. 15 /• 5.7.6. The award rendered by the arbitrators will be final, judgment may be entered upon it in any court ~ having jursidiction thereof, and will not be subject to - modification or appeal except to the extent permitted by Sections 10 and 11 of the Federal Arbitration Act t9 U.S.C. §§10, 11). i [The remainder of this page was left blank intentionally.) 16 E:CHIBIT B TO GENERAL PROVISIONS ATTACHED TO .~ LETTER AGREEMENT BETWEEN OWNER .AND ' ENGINEER FOR PROFESSIONAL SERVICES. dated ! - / 7 19 ~ ~ (for use with EJCDC Nu. 1911)-_. 19th Edition). A LISTllYG OF THE DUTIES, RESPONSIBILITIES AND LI;~IITaTIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE. This is an Exhibit attached to. made a part of and incorporated by reference with the General Provisions attached to Letter Agreement made on ~ (OWNER) between Cit ~ of Canto and N!aurer-:McGillem Fn¢in (ENGINEER) providing for professional engineering services. ENGINEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist ENGINEER in observing performance of the work of Contractor. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER responsible for or give ENGINEER control over construction means, methods, techniques, sequences or procedures or for safety precautions or programs, or responsibility for CONTRACTOR'S failure to perform the Work in accordance with the Contract Documents and in particular the specific limitations set forth in paragraph.l.6 of the General Provisions to the Letter Agreement are applicable. The duties and responsibilities of the RPR are limited to those of ENGINEER in ENGINEER'S agreement with the OWNER and in the construction Contract Documents, and are further limited and described as follows: A. General RPR is ENGINEER'S agent at the site, will act as d'uected by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on-site work shall in general be with ENGINEER and CONTRACTOR keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall generally communicate with OWriER with the knowledge of and under the direction of ENGINEER. B. Duties and Rspponsibilides of RPR I. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability. 2. Conferences and Meetings: Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings. job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: rinci all through CON'1'RACI'OR's a. Serve as ENGINEER's liaison with CONTRACTOR, working p p Y superintendent and assist in understanding the intent of the Contract Documents; and assist ENGINEER in serving as OWNER'S liaison with CONTRACTOR when CONTRACTOR's operations affect OWN- ER'S on-site operations. b. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 4. Shop Drawings and Sumples: a. Record date of receipt of Shop Drawings and samples. b. Receive samples which are furnished at the site by CONTRACTOR, and notify ENGINEER of avail- ability of samples for examination. Work requiring a Shop Drawing c. Advise ENGINEER and CONTRACTOR of the commencement of any or sample if the submittal has not been approved by ENGINEER. 5. Rei~ic•-v of Wvrk, Rejection of Defective Work. Inspections and Tests: a. Conduct on-site observations of the Work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. b. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing. inspection or approval. c. Verify that tests, equipment and systems startups and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to ENGINEER appropriate details relative to the test procedures and startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to ENGINEER. 6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by ENGINEER. 7. Modifications: Consider and evaluate CONTRACTOR's suggestions for modifications in Drawings or Specifications a:td report with RPR's recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 8. Records: a, Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER'S clarifications and interpretations ofthe Contract Documents, progress reports, - and other Project related documents. ~1,. b. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions. data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as - in the case of observing test procedures; and send copies to ENGINEER. c. Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and major suppliers of materials and equipment. 9. Reports: a. Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. b. Consult with ENGINEER in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CON- 'I'RACTORand recommend to ENGINEER Change Orders, Work Directive Changes, and Field Orders. d. Report immediately to ENGINEER and OWNER upon the occurrence of any accident. 10. Payment Requests: Review applications for payment with CONTRACTOR for compliance with the estab- lished procedure for their submission and forward with recommendations to ENGINEER, noting partic- ularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site but not incorporated in the Work. - 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates. maintenance and operation manuals and other data required to be assembled and furnished by CON- TRACTOR are applicable to the items actually installed and in accordance with the Contract Documents. and have this material delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work. 1~. Completion: ~. a. Before ENGINEER issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. 6 b. Conduct final inspection in the company of ENGINEER, OWNER, and CONTRACTOR and prepare a final list of items to be completed or corrected. c. Observe that all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance. C. Limitations of Authority Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ENGINEER. r 2. Shall not exceed limitations of ENGINEER'S authority as set forth in the Agreement or the General Provisions to the Letter Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of CONTRACTOR, subcontractors or CONTRACTOR'S superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. S. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR. 7. Shall not authorize OWNER to occupy the Project in whole or in part. 8. Shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by ENGINEER. J (The remainder of this page was left blank inientionally.l 7 S~_RT I F I CAT 1 ON RFr~. 1 AIG LpBBV 1 NG Certi fi Daft on for Contrsct= rents Lases wr,d Sooveersti v~ Ao The undersigned certifies, Lo the best of his or her knowledge and belicf, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of a Member of Congress in connection with the awarding of any Federal contract, Lhe making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Forte to Report Lobbyins," in accordance wil~1 its instructions. (3) Tne undersigned shall repuire that the language of this certification be incluoee in Lhe award documents for all' subawards at all' tiers (including subcontracts. subgrants and contracts under grants, loans, and Cooperative agreements) an0 that all subrecipients shall certify and disclose accordingly. This certification is a material rearesentation of fact upon which reliance wis places wnen tnis transaction was made or entered into. Submission of this certif~cat~or is a prerequisite for making or entering into this transaction imposes oy Section 1352. title 31. U.S. Code. Any person who fails to file the reouire~ certification shall be subject to a civil penalty of not less than S1D,D00 ana not more Lhan S100,000 for each such fai]ure. x Maurer-McGillem Engineers, Inc. CnAP GRANT::/~DATRA;,70k ORGANI2AT10N ,PROGRAM TITLE U~v~d L. ~l~Ja urer, p~, f'res~d¢~~ f YPtD/pR)hTLG NAt~!~ Or' CERTIFY1Nu 'Note: In these instances, `All,` in the Final Rule is expected to be clarified Lo show teat it applies to covered contract/grant transactions over 5100,000 (pet ~). . Agreement for Professional Services t This Agreement is made between the City of Canton whose address is 210 E. Chestnut Street, Canton, Illinois 61520 hereinafter called the OWNER and Maurer- McGillem Engineers, Inc., 6 E. Elm St., Canton, Illinois, 61520, hereinafter called the ENGINEER. The ENGINEER agrees to render professional engineering services in connection with the construction of relief sanitary sewers beginning at the outfall sanitary sewer that parallels Big Creek near manhole 416; extending east to Fourth Avenue, near manhole 508; and extending north along Fourth Avenue to New Salem Drive; also, beginning near Linden Street and Main Street and extending north to manhole 4042; hereinafter called the "Project". ENGINEER'S services will consist of preparing a Study and Report,. Preliminary Design, Final Design and Contract documents, assistance during Bidding or Negotiating, and Construction Administration including resident services during construction, all as set forth in Sections 1.2, 1.3, 1.4, 1.5, and 1.6 in the printed General Provisions as amended and supplemented in Exhibit B, thereto, which is attached, and such Additional Services as may be requested. The OWNER agrees to pay to the ENGINEER for study and report services rendered in Section 1.2 a fee of $12,000.00. The OWNER agrees to pay the ENGINEER for Preliminary Design Phase services rendered in Section 1.3, a fee of $21,000.00 Th~"9id~1"ER"°agrees to pay the. ENGINEER. _for Final Design Phase servic_e_s _ rendered in Section 1.4, a fee of $29,000.00 The OWNER agrees to pay the ENGINEER for Bidding Phase services rendered in Section 1.5, a~fee of $4,000.00. The OWNER agrees to pay the ENGINEER for Construction Administration services rendered in Section 1.6 a fee csf $49,540.00. The OWNER agrees to pay the ENGINEER for the Additional Services described in Section 2, Direct Labor Costs times a factor of 2.6 to cover indirect payroll-related costs and fringe benefits. The ENGINEER will bill the OWNER monthly for services and Reimbursable Expenses. The above financial ar~ngements are on the basis of prompt payment of ENGINEER's bills and the order3.y`~,and continuous progress of the Project through construction. Resident Project Representative,l~ It is~.;agreed by the OWNER and ENGINEER that the Resident Project Representative's services will not be required full-time, and the Resident Project Representative will not be observing all of the Contractor's activities. 1 i r.