R-1360 - 04/22/2014 - ENGINEERING - Resolutions RESOLUTION 2014-ENG-WA-MAIN-AG-R-1360
A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF
A PROFESSIONAL SERVICES AGREEMENT
FOR ENGINEERING SERVICES FOR THE 2014 WATER MAIN PROJECT
WHEREAS, the water mains in York Woods that run under Bradford Lane, Dover Drive, Windsor
Lane and Harger Road ("Water Mains") are in need of replacement; and
WHEREAS, the Water Mains are scheduled to be replaced in 2014 ("2014 Water Main
Replacement Project"); and
WHEREAS, the Village desires to retain an engineering firm to provide engineering construction
services to the Village for the 2014 Water Main Project("Engineering Services"); and
WHEREAS, pursuant to Section 1-7-6 of the Village Code, contracts for the services of architects,
engineers, and land surveyors shall not be subject to the competitive bidding/proposal requirements of
Chapter 1 of the Village Code, and shall be awarded in accordance with the provisions of the Local
Government Professional Services Selection Act, 50 ILCS 510/1 et seq.; and
WHEREAS, in compliance with the Local Government Professional Services Selection Act, 19
firms submitted qualifications to the Village to provide Engineering Services; and
WHEREAS, the Village interviewed the four highest ranked firms that submitted qualifications to
provide Engineering Services; and
WHEREAS, as a result of the interview process, the Village desires to retain and enter into an
agreement with Thomas Engineering Group ("Thomas") for Thomas to provide the Village Engineering
Services in an amount not to exceed $139,978.00, which agreement is attached hereto as Exhibit A
("Agreement"); and
WHEREAS, the President and Board of Trustees have determined that it is in the best interests of
the Village to award a contract to Thomas and enter into the Agreement in a final form approved by the
Village Manager and the Village Attorney;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Approval of the Agreement. The President and Board of Trustees hereby
approve the Agreement by and between the Village and Thomas.
Section 3: Authorization and Execution of the Agreement. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village after
review and approval of the final form of the Agreement by the Village Manager and the Village Attorney.
Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and
approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2014-ENG-WA-MAIN-AG-R-1360
Approving Professional Services Agreement with Thomas Engineering
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r
APPROVED THIS 22nd day of April, 2014. y ,;
Gopal G. Lalmalani
Village President
PASSED THIS 22nd day of April, 2014.
Ayes: Trustees Adler, Baar, Manzo, Moy, Wolin, Yusuf
Nays: None
Absent: None
r ATTEST:1
Charlotte K. Pruss
Village Clerk
4 R.�
f
Resolution 2014-ENG-WA-MAIN-AG-R-1360
Approving Professional Services Agreement with Thomas Engineering
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EXHIBIT A
AGREEMENT
ENGINEERING SERVICES AGREEMENT
VILLAGE OF OAK BROOK
2014 WATER MAIN PROJECT
York Woods Subdivision/Harger Road
Construction Engineering Ser(vvices
THIS AGREEMENT, made and entered into this00 day of April, 2014, by and
between Thomas Enaineerina Group, LLC (hereinafter referred to as `ENGINEER") and the
Village of Oak Brook, a municipal corporation (hereinafter referred to as "VILLAGE") covers
certain professional engineering services in connection with the 2014 WATER MAIN
PROJECT, (hereinafter referred to as "PROJECT").
The VILLAGE wishes to retain ENGINEER for these certain professional engineering
services and ENGINEER is willing to perform such services for the compensation and in
accordance with.the terms and conditions described in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits, covenants and agreements
contained within this Agreement, the parties agree as follows:
1. SCOPE OF SERVICES
ENGINEER agrees to perform engineering consulting services for the replacement of
the water main throughout the York Woods Subdivision, generally located on Dover
Drive, Windsor Drive, Bradford Lane, and Hunt Club Road as well as Harger Road near
Oak Brook Mall, all within the Village of Oak Brook, Illinois, as such Scope of Services
are more fully described in the Scope of Services attached as Appendix I and made a part
of this Agreement.
2. COMPENSATION AND PAYMENT
ENGINEER shall be paid by VILLAGE for all services stipulated within this Agreement
according to the Compensation Schedule attached as Appendix II and made a part of this
Agreement.
Payment to ENGINEER shall be made by VILLAGE upon receipt of ENGINEER'S
monthly invoice. The invoice shall consist of a summary of direct labor hours by
ENGINEER'S standard job classification times the respective factors as depicted in
Appendix II plus listing of reimbursable costs incurred with copies of appropriate
invoices. The invoice will state the phase of work for which it applies, if a multi-phase
scope is used (e.g., design, construction, etc.). If VILLAGE identifies an item in the
invoice which appears to be in error, VILLAGE may withhold the amount in question,
pay the balance of the invoiced amount, and provide ENGINEER with a statement
concerning the questioned item. Alternatively, VILLAGE may pay the invoiced amount
in full, provide ENGINEER with a statement of the questioned item, and an adjustment,
if appropriate, will be made in the next subsequent invoice submitted by ENGINEER.
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Engineer will mark "Invoice number and final" on the invoice which closes
out this contract or a phase of the contract.
If VILLAGE fails to make any payment due ENGINEER for services and expenses,
including amounts wrongly withheld, within thirty (30) days after submittal of
ENGINEER'S billing thereof, the amounts due ENGINEER shall include a charge at the
rate of one percent (1.0) per month from such thirtieth (30th) day; and, in addition, the
ENGINEER may, after giving seven (7) days written notice to VILLAGE, suspend
services under this Agreement until it has been paid in full the amounts due it for services
and expenses. During the period of any such suspension, the parties shall have the same
rights and obligations as are provided by Subsection 5(e) of this Agreement.
3. TIME SCHEDULE
The services required by this Agreement shall be completed in accordance with the Time
Schedule attached as Appendix III and made a part of this Agreement. It is recognized by
the parties that the Time Schedule may be contingent upon factors beyond the control of
either party. Both parties will take all reasonable steps to adhere to the Time Schedule.
4. TERM OF AGREEMENT
Unless extended by amendment, this Agreement shall terminate at the time of receipt of
final payment by the ENGINEER, provided that all warranties and representations shall
survive said final payment.
5. GENERAL TERMS AND CONDITIONS
a. Modification
The nature and the scope of services specified in this Agreement may only be
modified by written amendment to this Agreement approved by both parties.
b. Relationship between ENGINEER and VILLAGE
ENGINEER shall serve as VILLAGE'S professional engineering consultant in
those phases of the PROJECT to which this Agreement applies. The relationship
is that of a buyer and seller of professional services, and it is understood that the
parties have not entered into any joint venture or partnership with the other.
C. Responsibility of the ENGINEER
That all plans and other documents furnished by the ENGINEER pursuant to this
Agreement will be endorsed by him and will show his professional seal where
such is required by law.
Notwithstanding anything to the contrary which may be contained in this
Agreement or any other material incorporated herein by reference, or in any
agreement between VILLAGE and any other party concerning the PROJECT,
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ENGINEER shall not have control or be in charge of and shall not be responsible
for the means, methods, techniques, sequences or procedures of construction, or
the safety, safety precautions or programs of VILLAGE, the construction
contractor, other contractors or subcontractors performing any of the work or
providing any of the services on the PROJECT, nor shall ENGINEER be
responsible for the acts or omissions of VILLAGE provided that the ENGINEER
has properly executed his duties. ENGINEER shall not be responsible for the
failure of VILLAGE, any architect, engineer, consultant, contractor or
subcontractor to carry out their respective responsibilities in accordance with the
PROJECT documents, or any other agreement concerning the PROJECT. Any
provision which purports to amend this provision shall be without effect unless it
contains a reference that the content of this, Subsection 5(c) is expressly amended
for the purposes described in such amendment and is signed by ENGINEER.
d. Corrections
In the event plans, surveys or construction staking is found to be in error and
revisions of the plans or survey or construction staking are necessary, the
ENGINEER agrees that he will perform such work without expense to the
VILLAGE, even though final payment has been received by him. He shall give
immediate attention to these changes so there will be a minimum delay to the
contractor.
e. Suspension of Services
VILLAGE may, at any time, by written order to ENGINEER (Suspension of
Services Order), require ENGINEER to stop all, or any part of, the services
required by this Agreement. Upon receipt of such an order, ENGINEER shall
immediately comply with its terms and take all reasonable steps to minimize the
occurrence of costs allocable to the services covered by the order.
ENGINEER will not be obligated to provide the same personnel employed prior
to suspension when the services are resumed, in the event the period of any
suspension exceeds thirty (3 0) days.
f. Termination
1) The VILLAGE shall have the right to terminate this Agreement with or
without cause upon serving thirty (30) days written notice upon the other
party-
2) Upon such termination,the liabilities of the parties to this Agreement shall
cease, but they shall not be relieved of the duty to perform their
obligations up to the date of termination. All warranties and the provisions
of Section 5, Paragraph I shall be in full force and effect after termination.
3) Upon such termination, ENGINEER shall cause to be delivered to the
VILLAGE all drawings, specifications, partial and completed estimates,
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and any and all other data concerning the PROJECT which ENGINEER is
then accomplishing for the VILLAGE. ENGINEER shall be paid for any
services completed and any services partially completed in accordance
with Sections 2 and 3.
g. Warranties
In addition to the covenants herein made, the ENGINEER represents and certifies
that its engineering services shall be performed in accordance with the standards
of professional practice, care, and diligence practiced by recognized engineering
firms in the industry in performing services of a similar nature in existence at the
time of performance. The representations and certifications expressed shall be in
addition to any other representations and certifications expressed in this
Agreement, or expressed or implied by law, which are hereby reserved unto the
VILLAGE.
h. Representations
In addition to the covenants herein made,the ENGINEER represents and agrees:
1) That all plans and special provisions to be furnished by the ENGINEER
pursuant to this Agreement will be in accordance with the current standard
specifications and policies of the VILLAGE, it being understood that all
such plans and drafts shall, before being finally accepted, be subject to
approval by the VILLAGE.
2) That he has not employed or retained any company or person, other than a
bona fide employee working solely for the ENGINEER, to solicit or
secure this Agreement, and that he has not paid or agreed to pay any
company or person, other than a bona fide employee working solely for
the ENGINEER, any fee, commission, percentage, brokerage fee, gifts, or
any other consideration, contingent upon or resulting from the award or
making of the Agreement. For breach or violation of this warranty, the
VILLAGE shall have the right to annul this Agreement without liability,
or in its discretion to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
3) The ENGINEER represents and certifies that the ENGINEER is not barred
from contracting with a unit of state or local government as a result of. (1)
a delinquency in the payment of any tax administered by the Illinois
Department of Revenue, unless the ENGINEER is contesting, in
accordance with the procedures established by the appropriate revenue act,
its liability for the tax or the amount of the tax, as set forth in Section 11-
42.1-1 et seq, of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.;
or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E
of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. ENGINEER
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represents that the only persons, firms, or corporations interested in this
Agreement as principals are those disclosed to the VILLAGE prior to the
execution of this Agreement, and that this Agreement is made without
collusion with any other person, firm, or corporation. If at any time it
shall be found that the ENGINEER has, in procuring this Agreement,
colluded with any other person, firm, or corporation, then the ENGINEER
shall be liable to the Village for all loss or damage that the VILLAGE may
suffer, and this Agreement shall, at the VILLAGE's option, be null and
void.
4) That he is qualified technically and is conversant with the policies
applicable to the PROJECT; and that he has and will furnish sufficient,
properly trained and experienced personnel to perform the services
enumerated herein.
5) That he will not employ, for the duration of this Agreement, any person
presently employed by the VILLAGE without the written consent of the
VILLAGE.
6) ENGINEER represents and certifies that, to the best of its knowledge: (1)
no elected or appointed VILLAGE official, employee or agent has a
personal financial interest in the business of ENGINEER or in this
Agreement, or has personally received payment or other consideration for
this Agreement; (2) as of the date of this Agreement, neither ENGINEER
nor any person employed or associated with ENGINEER has any interest
that would conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither ENGINEER nor any
person employed by or associated with ENGINEER shall at any time
during the term of this Agreement obtain or acquire any interest that
would conflict in any manner or degree with the performance of the
obligations under this Agreement.
i. Documents Property of VILLAGE
Drawings, specifications, reports, and any other documents prepared by
ENGINEER in connection with any or all of the services furnished hereunder
shall be the property of VILLAGE and the VILLAGE shall obtain any and all
intellectual property rights in the drawings, specifications, reports, and documents
prepared by ENGINEER in connection with any and all of the services furnished
hereunder. ENGINEER shall have the right to retain copies of all documents and
drawings for its files. All construction drawings shall be prepared electronically
using MICROSTATION software. Paper copies will be provided to the
VILLAGE in full-size (24" x 36") or quarter-size (11" x 17") as requested.
Electronic design files will also be transferred to the VILLAGE.
If construction services are a part of the ENGINEER'S work, he will create
electronic "As-Built" conditions and will deliver them to the VILLAGE within
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thirty (30) days after completion of construction and before final payment to the
ENGINEER. ENGINEER will title these files "Record Drawings".
If construction services are not part of the ENGINEER'S work, he will deliver
electronic MICROSTATION files to the VILLAGE upon request and before final
payment to the ENGINEER.
j. Access to Records
The ENGINEER shall maintain all books, documents, papers, accounting records
and other evidence pertaining to his costs incurred by reason of this Agreement
and agrees to make such material available, at his office at the address indicated
in Section 5,Paragraph u of this Agreement, at all reasonable times during the life
of this Agreement and for a period of three (3) years from the date of final
payment of the obligations of this Agreement by the VILLAGE or such longer
time as requested by the VILLAGE, for inspection by personnel of the
VILLAGE, or any authorized representative of the VILLAGE, and copies thereof
shall be furnished if requested. The cost of any copies shall be paid by the
VILLAGE.
k. Reuse of Documents
All documents, including drawings and specifications furnished by ENGINEER
pursuant to this Agreement, are intended for use on the PROJECT only. They
should not be used or modified by VILLAGE or others on extensions of the
PROJECT or any other project without specific written verification or adaptation
by ENGINEER. Any reuse or modification without written verification or
adaptation by ENGINEER shall be at VILLAGE'S sole risk.
1. Indemnification
ENGINEER agrees to indemnify, hold harmless, and defend (or pay the
VILLAGE for the costs of defense if the Village so desires in its sole discretion)
the VILLAGE and any of its officers, employees, or agents from and against all
liability, claims, demands, and causes of action arising out of or related to any
loss, damage, injury, death, or loss or damage to property resulting from any
negligence, errors or omissions by the ENGINEER in the performance of this
Agreement.
In the event of joint or concurrent negligence of ENGINEER and VILLAGE,
each shall bear that portion of the loss or expense that its share of the joint or
concurrent negligence bears to the total negligence (including that of third parties)
which caused the personal injury or property damage.
m. Entire Agreement
This Agreement sets forth all the covenants, conditions and promises between the
parties. There are no covenants, promises, agreements, conditions or
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understandings between the parties, either oral or written, other than those
contained in this Agreement.
n. Governing Law
This Agreement shall be governed by the laws of the State of Illinois both as to
interpretation and performance.
o. Successors and Assigns
The terms of this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns; provided, however, that
neither party shall assign this Agreement in whole or in part without the proper
written approval of the other.
P. Waiver of Contract Breach
The waiver of one party of any breach of this Agreement or the failure of one
party to enforce at any time, or for any period of time, any of the provisions
hereof, shall be limited to the particular instance, shall not operate or be deemed
to waive any future breaches of this Agreement, and shall not be construed to be a
waiver of any provision, except for the particular instance.
q. Severability of Invalid Provisions
If any provisions of this Agreement shall be held to contravene or be invalid
under the laws of any particular State, County or jurisdiction where used, such
contravention shall not invalidate the entire Agreement, but it shall be construed
as if not containing the particular provision or provisions held to be invalid in the
particular State, County or jurisdiction and the rights or obligations of the parties
hereto shall be construed and enforced accordingly.
r. Force Majeure
Neither VILLAGE nor ENGINEER shall be liable for any fault or delay caused
by any contingency beyond their control, including, but not limited to, acts of
God, wars, strikes, walkouts, fires, or natural calamities.
S. Access and Permits
VILLAGE shall arrange for ENGINEER to enter upon public and private
property and shall obtain all necessary approvals and permits required from all
governmental authorities having jurisdiction over the PROJECT.
t. Designation of Authorized Representatives
Each party shall designate one or more persons to act with authority in its behalf
in respect to appropriate aspects of the PROJECT. The persons designated shall
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review and respond promptly to all communications received from the other
party.
U. Address for Notices
Whenever it is provided in this Agreement that notice shall be given or other
communication sent to ENGINEER, such notices or communications shall be
delivered or sent to:
Thomas Engineering Group, LLC.
238 S. Kenilworth
Suite 100
Oak Brook, Illinois 60302
Attn: Thomas Gill, PE
Whenever it is provided in this Agreement that notice shall be given or other
communication sent to the VILLAGE, such notices or communications shall be
delivered or sent to:
VILLAGE OF OAK BROOK
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attn: Michael Hullihan
Public Works Director
Notices personally delivered or sent via U.S. Mail, postage prepaid, shall be
deemed, for all purposes,proper notice.
V. Insurance
ENGINEER agrees to obtain and maintain, for the term of this Agreement, and
for a period of twelve (12) months after the services contracted for hereunder
have been completed, insurance hereinafter provided, furnishing a certificate or
certificates of insurance to the VILLAGE prior to commencing work under this
Agreement. The certificate or certificates of insurance shall be in a form
satisfactory to the VILLAGE from companies authorized to do business in Illinois
and shall provide that the policies referred to shall not be canceled or changed
without first giving thirty (30) days written notice thereof to the VILLAGE. Said
insurance requirements are attached as Appendix IV and made a part of this
Agreement.
The VILLAGE shall be named as an additional insured.
W. Additional Services
ENGINEER shall supply such additional services as requested in writing by
VILLAGE and agreed to by ENGINEER in connection with the PROJECT.
Separate proposals shall be submitted by ENGINEER for furnishing these
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additional services. Compensation for such additional services shall be negotiated
by the parties and included in this Agreement by a written amendment.
ENGINEER shall supply such additional services as requested in writing by
VILLAGE and agreed to by ENGINEER in connection with the PROJECT.
Separate proposals shall be submitted by ENGINEER for furnishing these
additional services. Compensation for such additional services shall be negotiated
by the parties and included in this Agreement by a written amendment.
X. Time
Time is of the essence in the performance of all terms and provisions of this
Agreement.
Y. Third Party Beneficiary
No claim as a third party beneficiary under this Agreement by any person, firm, or
corporation shall be made or be valid against the Village.
Z. Conflicts
If any provisions of this Agreement conflict with any provisions of the attached
appendices,the provisions of this Agreement shall control.
IN WITNESS WHEREOF, the parties set their hands and seals on the date first written
above.
VILLAGE OF OAK BROOK :ATTEST:
A Municipal Corporation ��
A k J
Vila resident '�� 3 ��r q ,! ge Clerk
Thomas Engineering Gr p �\ t5 .�� TTEST:
BY:
President
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APPENDIX 1
SCOPE OF SERVICES
Per proposal submitted by Thomas Engineering Group, LLC, Ltd. dated April 7, 2014.
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APPENDIX II
COMPENSATION SCHEDULE
Per proposal submitted by Thomas Engineering Group, LLC, Ltd. dated April 7, 2014.
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APPENDIX III
TIME SCHEDULE
Per proposal submitted by Thomas Engineering Group, LLC, Ltd, dated April 7, 2014.
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APPENDIX IV
Insurance
Engineer shall maintain for the term of this Agreement, and for a period of twelve months
after the services is contracted for hereunder have been completed, insurance policies covering:
1. Workers Compensation and Employers Liability Insurance:
Statutory limits = $500,000 per accident.
2. Comprehensive General Liability Insurance:
$1,000,000 per occurrence combined single limit.
3. Comprehensive Automobile Liability Insurance:
$1,000,000 combined single limit, any auto.
4. Professional Liability Insurance (errors and omissions):
$1,000,000 per claim and in aggregate.
5. Umbrella or excess liability:
$1,000,000 per occurrence. If ENGINEER carries Comprehensive General
Liability Insurance in an amount of$2,000,000 or greater,this requirement may
be waived.
6. Engineer will provide the Village with a certificate of insurance and additional
insured endorsement showing the Village added to the General Liability Insurance
as an additional insured.
7. Coverage shall not be suspended, voided, canceled, or reduced except after thirty
(30) days prior written notice by certified mail has been given to the Village. If a
standard Certificate of Insurance form is used with a cancellation clause, the
words "endeavor to" and "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company, its agents or representatives"
will be stricken or crossed out.
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