HomeMy WebLinkAbout#5231 Maurer and Stutz agreement '---d eso\u,+iOn 4 5231
1111 MAURER - STUTZ
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STANDARD SHORT FORM PROPOSAL AND AGREEMENT FOR
PROFESSIONAL SERVICES
Client Name and Address: City of Canton
2 North Main Street
Canton, IL 61520
Client Contact Information: Mayor,Kent A. McDowell
(309)647-0065
Project Name and Location: Van Buren Improvements
City of Canton
Fulton County
Effective Agreement Date: March 5,2020
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:
The work includes the Phase III Construction Inspection for the City of Canton Van Buren Improvements
Maurer-Stutz,Inc.proposes to provide professional services on the Project based on the following Fee Method:
Estimated Fee: $20,000.00
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. 241-19005.04
Effective April 1. 2011
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GENERAL TERMS AND CONDITIONS
'I'ERNIS 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 L5%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 NISI 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 NISI. 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 NISI'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. MUL'T'IPLIER: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 MST'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 NISI 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 NISI shall be paid for all services rendered hereunder.
REIMBURSABLES: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 MSI'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 MS1'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 warrant 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. NISI 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 NISI'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 NISI has been informed in writing.
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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 MSI'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: MST's Opinions of Probable Construction Cost are to be made on the basis of MSI's experience and qualifications and
represent MSI'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 NISI 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,NMSI's extent of responsibility shall be to notify CLIENT if the
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: NISI 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 NISI that maybe connected in any way to Construction Phase engineering or professional services except for those services that are expressly
required of NISI in the scope of work.
LIMITATION OF LIABILITY:MSI's Liability Limited to Amount ofMSI'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 NISI's officers,directors,members,partners,agents,employees,or Consultants shall not
exceed the total compensation received by NISI 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 behveen 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 by law,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 of his 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 Project or 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 MSL 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 MSC
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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 MSI. 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 ofdispute.If negotiations
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 part,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 Canton /I • MAURER-STUT ,INC.
Sign: %) // Sign: LLd4:7 +ee✓
Print: Ke r- } j;• Mc Do Wel ( Print: ith J. Plavec
Title: _�1.�.I 0 r Title: Principal
Date: 3- � 7-0 2D Date: 03/0512020
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