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HomeMy WebLinkAboutAgreement_General_2/12/2026_Baxter and Woodman, Inc. BAXTER WOODMAN Proposal January 15, 2026 Mrs.Allyson Felsburg Deputy Utilities Director Village of Tequesta 345 Tequesta Drive Tequesta, FL 33469 Subject: Village of Tequesta—Raw Water Main Pigging—Proposal for Professional Engineering Services Dear Mrs. Felsburg: Baxter&Woodman, Inc. is excited to work with the Village as we submit this proposal to complete design services for the Raw Water Main Pigging. The Project includes approximately five miles of water main pigging.Also included in the design are valves and pigging pits that will be utilized to complete the pigging process. Portions of this water main will need to be kept in service to provide water to the treatment plant. The Project does not include reconstruction of the streets, drainage structures, utilities, or driveways except in those circumstances that existing facilities are impacted by construction, as well as any additional watermain work needed to keep the system operational. This proposal outlines our scope of services and engineering fee. Scope of Services 1. PROJECT COORDINATION AND DATA COLLECTION 1.1. PROJECT MANAGEMENT A. Plan, schedule, and control the activities that must be performed to complete the Project including budget, schedule, and scope. B. Coordinate with Village and Project Team to ensure the goals of the Project are achieved. C. Provide a monthly status report via email describing tasks completed the previous month and outlining goals for the subsequent month. 1.2. PROJECT MEETINGS A. Conduct up to four(4) meetings with the Village at times during the design of the Project to clarify staff preferences, design questions, and/or construction methods. Design meetings normally consist of a Kick-Off Meeting,one 60%Preliminary Design meeting where the initial layout of the water main pigging work are approved, and one Final Meeting at 90% completion prior to bidding. 8678 Ridgefield Road,Crystal Lake, IL 60012 1 (815)459-1260 1 baxterwoodman.com BAXTER WOODMAN Proposal 1.3. COLLECT EXISTING DATA A. Obtain, review, and evaluate the following information provided by the Village for use in design: 1. Utility Atlases 2. GIS Shape files surrounding the Project limits 3. Right-of-Way,GIS, and property data 1.4. UTILITY LOCATES AND COORDINATION A. Complete a Design Stage Request with SUNSHINE811,which consists of obtaining names and phone numbers of utilities located within the work area. B. Obtain names and phone numbers of utilities located within the work area. Contact utilities, obtain atlases where available, and provide preliminary plan sheets to utility companies for their markup and return. C. Record and maintain documentation of communications with utilities. 2. PRELIMINARY DESIGN 2.1. PRELIMINARY DESIGN DOCUMENTS A. Indicate the location of all utilities that can be obtained from the best available records, including utility company atlases. B. Prepare preliminary plan sheets(60%)that indicate the proposed layout of design elements, including proposed pigging pits. C. Prepare restoration sheets for areas impacted by proposed construction work per requirements. 2.2. PEER AND CONSTRUCTABILITY REVIEWS A. Conduct engineering QA/QC peer reviews of 60%Drawings and Specifications. B. Conduct constructability review of 60%Drawings and Specifications. C. Revise Drawings and Specifications based on comments from both engineering and construction reviews. 3. COORDINATION AND PERMITTING 3.1. Prepare and submit an FDOT Utility Permit Form to install pigging pits near the existing water main within the State right-of-way (If Necessary). 3.2. Prepare and submit a Palm Beach County Utility Permit Form to install pigging pits near the existing water main within the County right-of-way (If Necessary). Mrs.Allyson Felsburg January 15, 2026 Village of Tequesta 2501745.00 1 Page 2 BAXTER WOODMAN Proposal 3.3. Prepare and submit a Palm Beach County Health Department (PBCHD) Permit Form for minor modification to permitted raw water main (If Necessary). 4. FINAL DESIGN AND PLAN DEVELOPMENT 4.1. FINAL DESIGN A. Review and respond to Preliminary(60%)and Pre-Final (90%) plan sheets comments. B. Finalize the design for the proposed improvements including the water main pigging pit locations,fire hydrants, and valves. C. Provide detailed Drawings showing design elements and construction requirements. D. Create legends,general notes, and designed instructions to contractors,to create a final set of construction Drawings. 60%,90%,and 100% plan sheet submittals are anticipated for this Project. 4.2. TECHNICAL SPECIFICATIONS - Prepare Technical Specifications detailing the general scope, extent,and character of construction work to be furnished and performed by the Contractor(s). Technical specifications prepared in conformance with the format of the Construction Specification Institute. 4.3. ENGINEER'S OPINION OF PROBABLE COST - Prepare Opinion of Probable Costs (OPC) for the Project including: construction cost; contingencies; and construction engineering services. Updated OPCs will be submitted with 90%and final 100% design submittals. 4.4. PEER AND CONSTRUCTABILITY REVIEWS A. Conduct engineering QA/QC peer reviews of 90%Drawings and specifications. B. Conduct constructability review of 90%Drawings and specifications. C. Make revisions to Drawings and specifications based on comments from both engineering and construction. 5. BIDDING ASSISTANCE 5.1 Provide design assistance and clarification for design documents. A. Assist the Village with coordination and scheduling during the bid process. B. Answer questions from bidders as necessary. 5.2 Bidding Assistance,including preparation of technical bid documents,attending bid opening, bid tabulation breakdown, bid review, and letter of recommendation for Village award. Mrs.Allyson Felsburg January 15, 2026 Village of Tequesta 2501745.00 1 Page 3 BAXTER WOODMAN Proposal EXCLUSIONS 1. Right-of-Way Acquisition Services, including Title Commitments, Plats, Legals, Appraisals, and Negotiations. 2. FDOT Detour Coordination. 3. Scope does not include survey or geotechnical field work/analyses 4. It is assumed that there is no groundwater contamination in the vicinity of the project. 5. Permit fees, if any, shall be paid by the Village. Fee The Village shall pay the Engineer for the services performed or furnished, based upon the Engineer's standard hourly billing rates for actual work time performed plus reimbursement of out-of-pocket expenses including travel,which in total will not exceed $38,800.00. This proposal is valid for 90 days from the date issued. Schedule The above-described services will begin upon receipt of contract authorization from the Village. Our proposed schedule is as follows: Receive Signed Design Agreement February 2026 60% Design and Permit Submittals April 2026 90% Design June 2026 Final Design July 2026 Advertise for Bids August 2026 Open Bids September 2026 Standard Terms and Conditions The attached Standard Terms and Conditions apply to this proposal. Mrs.Allyson Felsburg January 15, 2026 Village of Tequesta 2501745.00 1 Page 4 WOODMANBAXTER " Proposal Acceptance If you find this proposal acceptable,please sign and return one copy for our files. If you have any questions or need additional information, please do not hesitate to contact Mark Siefert, MPA at(815)444-4482 or msiefert@baxterwoodman.com. Sincerely, BAXTER &WOODMAN, INC. CONSULTING ENGINEERS /JeffreyJ. Hiscock, PE Associate Vice President Village of Tequesta Jeremy Allen Digitally signed by Jeremy Allen ACCEPTED BY: Date:2026.01.21 12:57:06-05'00' TITLE: Village Manager DATE: See Digital Signature Date PATEQUV\2501745-Raw Water Main Pigging\Contract\Work\2501745.00_Proposal_RawWM-Pigging.docx Mrs.Allyson Felsburg January 15, 2026 Village ofTequesta 2501745.00 1 Page 5 WOODMANBAXTER Standard Terms ./ and Conditions PLEASE READ THESE STANDARD TERMS AND CONDITIONS("TERMS")CAREFULLY BEFORE EXECUTING THE LETTER PROPOSAL PRESENTED BY BAXTER&WOODMAN, INC.("Baxter&Woodman").BY EXECUTING THE LETTER PROPOSAL,OWNER AGREES TO BE BOUND BYTHESE TERMS,THE PROVISIONS OF THE LETTER PROPOSAL,AND THE PROVISIONS OF ANY DOCUMENT REFERRING TO THESE TERMS OR THE LETTER PROPOSAL,ALL OF WHICH SHALL COLLECTIVELY CONSTITUTE THE"AGREEMENT". Owners Responsibility—Provide Baxter&Woodman with all criteria and full information for the"Project,"which is generally otherwise identified in the Letter Proposal. Baxter&Woodman will rely,without liability,on the accuracy and completeness of all information provided by the Owner(as defined in the Letter Proposal)including its consultants, contractors, specialty contractors, subcontractors, manufacturers, suppliers and publishers of technical standards ("Owner Affiliates") without independently verifying that information.The Owner represents and warrants that all known hazardous materials on or beneath the site have been identified to Baxter &Woodman.Baxter&Woodman and their consultants shall have no responsibility for the discovery,presence,handling,removal or disposal of,or exposure of persons to,unidentified or undisclosed hazardous materials unless this service is set forth in the Letter Proposal. Schedule for Rendering Services—The agreed upon services shall be completed within a reasonable amount of time.If Baxter&Woodman is hindered,delayed or prevented from performing the services as a result of any act or neglect of the Owner,any Owner Affiliate,or force majeure event,Baxter&Woodman's work shall be extended and the rates and amounts of Baxter&Woodman's compensation shall be equitably adjusted in a written instrument executed by all Parties. Invoices and Payments—The fees to perform the proposed scope of services constitutes Baxter&Woodman's estimate to perform the agreed upon scope of services. Circumstances may dictate a change in scope,and if this occurs,an equitable adjustment in compensation and time shall be agreed upon by all Parties by written agreement.No service for which added compensation will be charged will be provided without first obtaining written authorization from the Owner.Baxter&Woodman invoices shall be due and owing by Owner in accordance with the terms and provisions of the State of Florida Local Government Prompt Payment Act(ss.218.70-218.80). Opinion of Probable Construction Costs—Baxter&Woodman's opinion of probable construction costs represents its reasonable judgment as a professional engineer. Owner acknowledges that Baxter&Woodman has no control over construction costs or contractor's methods of determining prices,or over competitive bidding,or market conditions.Baxter&Woodman cannot and does not guarantee that proposals,bids,or actual construction costs will not vary from Baxter&Woodman's opinion of probable construction costs. Standards of Performance—(1)The standard of care for all services performed or furnished by Baxter&Woodman will be the same care and skill ordinarily used by professionals practicing under similar circumstances,at the same time and in the same locality on similar projects.Baxter&Woodman makes no warranties,express or implied,in connection with its services;(2)Baxter&Woodman shall be responsible for the technical accuracy of its services and documents;(3)Baxter&Woodman shall use reasonable care to comply with applicable laws,regulations,and Owner-mandated standards;(4)Baxter&Woodman may employ such sub-consultants as Baxter&Woodman deems necessary to assist in the performance or furnishing of the services,subject to reasonable,timely,and substantive objection by Owner;(5) Baxter&Woodman shall not supervise,direct,control,or have authority over any contractors'work,nor have authority over or be responsible for the means,methods, techniques,sequences,or procedures of construction selected or used by any contractor,or the safety precautions and programs incident thereto,for security or safety at the site,nor for any failure of any contractor to comply with laws and regulations applicable to such contractors furnishing and performing of its work;(6)Baxter& Woodman 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;(7)Baxter&Woodman is not acting as a municipal advisor as defined by the Dodd-Frank Act.Baxter&Woodman shall not provide advice or have any responsibility for municipal financial products or securities; (8) Baxter&Woodman is not responsible for the acts or omissions of any contractor, subcontractor,or supplier,or any of their agents or employees or any other person at the site or otherwise furnishing or performing any work;(9)Shop drawing and submittal review by Baxter&Woodman shall apply only to the items in the submissions and only for the purpose of assessing if,upon installation or incorporation in the Project work,they are generally consistent with the contract documents.Owner agrees that the contractor is solely responsible for the submissions(regardless of the format in which provided,i.e.,hard copy or electronic transmission)and for compliance with the construction documents.Owner further agrees that Baxter& Woodman's review and action in relation to these submissions shall not constitute the provision of means, methods, techniques, sequencing or procedures of construction or extend to safety programs or precautions.Baxter&Woodman's consideration of a component does not constitute acceptance of the assembled item; (10)Baxter&Woodman's site observation during construction shall be at the times agreed upon in the Project scope.Through standard,reasonable means,Baxter& Woodman will become generally familiar with observable completed work.If Baxter&Woodman observes completed work that is inconsistent with the construction documents,information shall be communicated to the contractor and Owner for them to address. Insurance—Baxter&Woodman will maintain insurance coverage with the following limits and Certificates of Insurance will be provided to the Owner upon written request: Workers Compensation: Statutory Limits Excess Umbrella Liability: $10 million per claim and aggregate General Liability: $1 million per claim Professional Liability: $5 million per claim $2 million aggregate $10 million aggregate Automobile Liability: $1 million combined single limit In no event will Baxter&Woodman's collective aggregate liability under or in connection with this Agreement or its subject matter,based on any legal or equitable theory of liability,including breach of contract,tort(including negligence),strict liability and otherwise,exceed the contract sum to be paid to Baxter&Woodman under this Agreement.Any claim against Baxter&Woodman arising out of this Agreement may be asserted by the Owner,but only against the entity and not against Baxter&Woodman's directors,officers,shareholders or employees,none of whom shall bear any liability and may not be subject to any claim. Page 1 of 2 WOODMANBAXTER Standard Terms and Conditions Indemnification and Mutual Waiver—(1)To the fullest extent permitted bylaw,Baxter&Woodman shall indemnify and hold harmless the Owner and its officers and employees from claims,costs,losses,and damages("Losses")arising out of or relating to the Project,provided that such Losses are attributable to bodily injury,sickness, disease,or death,or to injury to or destruction of tangible property,including the loss of use resulting therefrom,but only to the extent caused by any grossly negligent actor omission of Baxter&Woodman;(2)To the fullest extent permitted bylaw,Owner shall indemnify and hold harmless Baxter&Woodman and its officers,directors, employees,agents and consultants from and against any and all Losses(including but not limited to all fees and charges of engineers,architects,attorneys,and other professionals,and all court,arbitration,or other dispute resolution costs)arising out of or relating to the Project provided that any such Losses are attributable to bodily injury,sickness,disease,or death,or to injury to or destruction of tangible property,including the loss of use resulting therefrom,but only to the extent arising out of or occurring in connection with the Owner's,or Owner's officers,directors,employees,consultants,agents,or others retained by or under contract to the Owner, negligent act or omission,willful misconduct,or breach of this Agreement;(3)To the fullest extent permitted by law,Owner and Baxter&Woodman waive against each other,and the other's employees,officers,directors,insurers,and consultants,any and all claims for or entitlement to special,incidental,indirect,enhanced, punitive,or consequential damages,in each case regardless of whether such party was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable,and notwithstanding the failure of any agreed or other remedy of its essential purpose;(4)In the event Losses or expenses are caused by the joint or concurrent fault of the Baxter&Woodman and Owner,they shall be borne by each party in proportion to its respective fault,as determined by a mediator or court of competent jurisdiction;(5)The Owner acknowledges that Baxter&Woodman is a business corporation and not a professional service corporation,and further acknowledges that the corporate entity,as the party to this contract,expressly avoids contracting for individual responsibility of its officers,directors,or employees.The Owner and Baxter&Woodman agree that any claim made by either party arising out of any act of the other party,or any officer,director,or employee of the other party in the execution or performance of the Agreement,shall be made solely against the other party and not individually or jointly against such officer, director,or employees. Termination—Either party may terminate this Agreement upon ten(10)business days'written notice to the other party in the event of failure by the other party to comply with the terms of the Agreement through no fault of the terminating party.A condition precedent to termination shall be conformance with the Dispute Resolution terms below.If this Agreement is terminated,Owner shall receive reproducible copies of drawings,developed applications and other completed documents upon written request.Owner shall be liable,and shall promptly pay Baxter&Woodman,for all services and reimbursable expenses rendered through the effective date of suspension/termination of services. Use of Documents—All Baxter&Woodman documents(data,calculations,reports,Drawings,Specifications,Record Drawings and other deliverables,whether in printed form or electronic media format,provided by Baxter&Woodman to Owner pursuant to this Agreement)are instruments of service and Baxter&Woodman retains ownership and property interest therein(including copyright and right of reuse).Owner shall not rely on such documents unless in printed form,signed or sealed by Baxter&Woodman or its consultant.Electronic format of Baxter&Woodman's design documents may differ from the printed version and Baxter&Woodman bears no liability for errors,omissions or discrepancies.Reuse of Baxter&Woodman's design documents is prohibited,and Owner shall defend and indemnify Baxter &Woodman from all claims,damages,losses and expenses,including attorney's fees,consultant/expert fees,and costs arising out of or resulting from said reuse. Project documents will be kept for time periods set forth in Baxter&Woodman's document retention policy after Project closeout. Successors,Assiens,and Beneficiaries—Nothing in this Agreement shall be construed to create,impose,or give rise to any duty owed by Owner or Baxter&Woodman to any third party,including any lender,contractor,subcontractor,supplier,manufacturer,other individual,entity or public body,or to any surety for or employee of any of them.All duties and responsibilities undertaken pursuant to this Agreement are for the sole and exclusive benefit of the Owner and Baxter&Woodman and not for the benefit(intended,unintended,direct or indirect)of any other entity or person. Dispute Resolution—All disputes between the Parties shall first be negotiated between executives who have authority to settle the dispute for a period of thirty(30) days.If unresolved,disputes shall be then submitted to mediation as a condition precedent to litigation.The mediation session shall be held within forty-five(45)days of the retention of the mediator,and last for at least one(1)full mediation day, before any party has the option to withdraw from the process. If mediation is unsuccessful in resolving a Dispute,then the parties may seek to have the Dispute resolved by a court of competent jurisdiction. Miscellaneous Provisions—(1)This Agreement is to be governed by the law of the state or jurisdiction in which the project is located;(2)all notices must be in writing and shall be deemed effectively served upon the other party when sent by certified mail, return receipt requested; (3) all express representations, waivers, indemnifications,and limitations of liability included in this Agreement will survive its completion and/or termination for any reason;(4)any provision or part of the Agreement held to be void or unenforceable under any laws or regulations shall be deemed stricken,and all remaining provisions shall continue to be valid and binding upon the Owner and Baxter&Woodman,which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that expresses the intention of the stricken provision;(5)a party's non-enforcement of any provision shall not constitute a waiver of the provision, nor shall if affect the enforceability of that provision or of the remainder of this Agreement;(6) to the fullest extent permitted by law,all causes of action arising under this Agreement shall be deemed to have accrued,and all statutory periods of limitation shall commence,no later than the date of substantial completion,which is the point where the Project can be utilized for the purposes for which it was intended;(7)this Agreement,together with any other documents incorporated herein by reference,constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings,agreements,representations and warranties,both written and oral,with respect to such subject matter;(8)no amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. 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