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R-1575 - 06/14/2016 - PEDESTRIAN ACCESS - Resolutions RESOLUTION 2016-PED-ACCESS-ENG-CNSTRCT-R-1575 A RESOLUTION APPROVING AND AUTHORIZING PROFESSIONAL SERVICES AGREEMENTS BY I� i AND BETWEEN THE VILLAGE OF OAK BROOK AND ENGINEERING RESOURCE ASSOCIATES, AND BY AND BETWEEN THE VILLAGE OF OAK BROOK AND HITCHCOCK DESIGN GROUP, FOR I CONSTRUCTION ADMINISTRATION SERVICES FOR PROJECT STAGE 4 AREA G3 OF THE PEDESTRIAN ACCESS PROJECT WHEREAS, the Village desires to improve pedestrian and bicycle access to the Oakbrook Center and the hotels, offices, businesses, universities, and residential developments located adjacent to or near the Oakbrook Center through implementation of 10 related infrastructure projects collectively known as I the Pedestrian Access Project; and WHEREAS, as part of the Pedestrian Access Project, the Village will construct crosswalks and modify pedestrian traffic signals located at 22nd Street and the Oakbrook Center West Entrance (Stage 4 Area G3) (collectively, the "Work"); and WHEREAS, the Village desires to retain engineers to provide construction observation and administration services related to the Work("Services"); and WHEREAS, Engineering Resource Associates, ("ERA"), and Hitchcock Design Group ("HITCHCOCK') designed the Work and have previously provided satisfactory engineering services to the Village in connection with streetscape projects; and WHEREAS, pursuant to the Local Government Professional Services Selection Act ("Act'), 50 ILCS 510/0.01 et seq., and Section 1-7-6 of the Village Code, the Village is not required to follow the notice, evaluation, and selection procedures set forth in the Act for engineering services provided by engineers who have a satisfactory relationship with the Village; and WHEREAS, the Village and ERA desire to enter into and execute an agreement for ERA to provide the Services to the Village for an amount not to exceed $24,852.72, which agreement is attached hereto as Exhibit A ("Agreement'); and WHEREAS, the Village and HITCHCOCK desire to enter into and execute an agreement for HITCHCOCK to provide the Services to the Village for an amount not to exceed $5,000, which agreement is attached hereto as Exhibit B ("Agreement'); and WHEREAS, the President and Board of Trustees have determined that it is in the best interest of the Village to enter into the Agreements; 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 ERA for the Services in substantially the same form attached hereto as Exhibit A. Section 3: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and HITCHCOCK for the Services in substantially the same form attached hereto as Exhibit B. Resolution 2016-PED-ACCESS-ENG-CNSTRCT-R-1575 Construction Engineering Services for Pedestrian Access Project 2 of 4 Section 4: Authorization and Execution of the Agreements. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Agreements after receipt of the final Agreements fully executed by ERA and HITCHCOCK. Section 5: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. APPROVED THIS 14th day of June, 2016. Gopal G. Lalmalani Village President 16. PASSED THIS 14th day of June, 2016. Ayes: Trustees Adler Baar, Manzo Tiesenga Yusuf Nays: None Trustee Mo Absent:— y I ATTEST: Charlotte K. Pruss Village Clerk I Resolution 2016-PED-ACCESS-ENG-CNSTRCT-R-1575 Construction Engineering Services for Pedestrian Access Project 3 of 4 EXHIBIT A ERA AGREEMENT i I f4 I 140813.CE CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND ENGINEERING RESOURCE ASSOCIATES FOR CONSTRUCTION ENGINEERING SERVICES In consideration of the agreements set forth below, the Village of Oak Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and existing under the laws of the State of Illinois (the "Owner" or "Village"), and Engineering Resource Associates, 35701 West Avenue, Suite 150, Warrenville, Illinois 60555, an engineering firm (the "Consultant"), make this Contract as of 2016, and hereby agree as follows: ARTICLE I THE SERVICES 1.1 Performance of the Services Consultant shall, at its sole cost and expense, provide, perform, and complete all of the following services, all of which is herein referred to as the "Services": A. Labor, Equipment, Materials, and Supplies. Provide, perform, and complete, in the manner described and specified in this Contract, all professional services necessary to accomplish the"Project,"as defined in the following: 1. The Consultant's Proposal attached to this Contract as Attachment A, and 2. With the insurance coverage listed in Attachment B attached to this Contract. t B. Insurance. Procure and furnish all required certificates and policies of insurance specified in Attachment B. C. Standard of Performance. Provide, perform, and complete all of the foregoing in a professional manner, consistent with the professional standards of care of qualified engineers doing similar service in the Chicago Metropolitan Area and in full compliance with this Contract (the"Standard of Performance"). 1.2 Completion Date Consultant shall diligently and continuously perform the Services at such a rate as will allow the Services to be fully performed and completed in compliance with this Contract not later than October 20, 2016 ("Completion Date"). The rate of progress and time of completion are referred to in this Contract as the"Contract Time," 1.3 Required Submittals A. Submittals Required. Consultant shall submit to Owner all reports, documents, data, and information required to be submitted by Consultant under this Contract (the "Required Submittals"). B. Time of Submission and Owner's Review. All Required Submittals shall be provided to Owner no later than the time, if any, specified in Attachment A, or otherwise in this Contract. If no time for submission is specified for any Required Submittal, then that Submittal shall be submitted within a reasonable time in light of its purpose and, in all events, in sufficient time, in Owner's opinion, to permit Owner to review that Submittal same prior to the commencement of any part of the Services to which that Submittal may relate. Owner shall have the right to require such corrections as may be necessary to make any Required Submittal conform to this Contract. No Services related to any Required Submittal shall be performed by Consultant until Owner has completed review of such Required Submittal with no exception noted. Owner's review and approval of any Required Submittal shall not relieve Consultant of the entire responsibility for the performance of the Services in full compliance with, and as required by or pursuant to this Contract, and shall not be regarded as any assumption of risk or liability by Owner. The Consultant shall not be held liable for claims of delay caused by the Owner's failure to timely review and approve any Required Submittal. 1.4 Review and Incorporation of Contract Provisions Consultant represents and declares that it has carefully reviewed, and fully understands, this Contract, including all of its Attachments, all of which are by this reference incorporated into and made a part of this Contract. 1,5 Financial and Technical Ability to Perform Consultant represents and declares that it is financially solvent, and has the financial resources necessary, and has sufficient experience and competent, and has the necessary capital, facilities, organization, and staff necessary to provide, perform, and complete the Services in full compliance with, and as required by or pursuant to,this Contract, 1,6 Time i Consultant represents and declares that the Contract Time is sufficient time to permit completion of the Services in full compliance with, and as required by or pursuant to, this Contract for the Contract Price. 1.7 Consultant's Personnel and Sub-Consultants A. Consultant's Personnel. Consultant shall provide all personnel necessary to complete the Services. B. Approval and Use of Sub-Consultants. Consultant shall perform the Services with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved by Owner in writing. All sub-consultants and i l subcontracts used by Consultant shall be acceptable to, and approved in advance by, Owner. Owner's approval of any sub-consultant or subcontract shall not relieve Consultant of full responsibility and liability for the provision, performance, and completion of the Services in full compliance with, and as required by or pursuant to, this Contract. All Services performed under any subcontract shall be subject to all of the provisions of this Contract in the same manner as if performed by employees of Consultant. Every reference in this Contract to"Consultant"shall be deemed also to refer to all sub-consultants of Consultant. Every subcontract shall include a provision binding the sub-consultant to all provisions of this Contract. C. Removal of Personnel and Sub-Consultants. If any personnel or sub-consultant fails to perform the part of the Services undertaken by it in compliance with this Contract or in a manner reasonably satisfactory to Owner, Consultant, immediately upon notice from Owner, shall remove and replace such personnel or sub-consultant. Consultant shall have no claim for damages, for compensation in excess of the Contract Price, or for a delay or extension of the Contract Time as a result of any such removal or replacement. 1.8 Owner's Responsibilities Owner shall, at its sole cost and expense: (a) designate in writing a person with authority to act as Owner's representative and on Owner's behalf with respect to the Services except those matters that may require approval of Owner's Board of Trustees; (b)provide to Consultant all criteria and full information as to Owner's requirements for the Project or work to which the Services relate, including Owner's objectives and constraints, schedule, space, capacity and performance requirements, and budgetary limitations relevant to the Project; (c)provide to Consultant existing studies, reports, and other available data relevant to the Project; (d)arrange for access to and make all provisions for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services; (e)provide surveys describing physical characteristics, legal limitations, and utility locations for the Project and the services of geotechnical engineers or other consultants when such services are reasonably requested by Consultant and are necessary for the performance of the Services; (f)provide structural, mechanical, chemical, air and water pollution tests, test for hazardous materials, and other j laboratory and environmental tests, inspections, and reports required by law to be provided by Owner in connection with the Project; (g)review Required Submittals and other reports, documents, data, and information presented by Consultant as appropriate; (h)provide approvals from all governmental authorities having jurisdiction over the Project when such services are reasonably requested by Consultant; (i)except as provided in Article IV of this Contract,provide all accounting, insurance, and legal counseling services as may be necessary from time to time in the judgment of Owner to protect Owner's interests with respect to the Project; 0)attend Project related meetings; and (k) give written notice to Consultant whenever Owner observes or otherwise becomes aware of any development that affects the scope or timing of the Services, provided, however, that failure to give such notice shall not relieve Consultant of any of its responsibilities under this Contract. 1.9 Owner's Right to Terminate or Suspend Services for Convenience A. Termination or Suspension for Convenience. Owner shall have the right, at any j time and for its convenience, to terminate or suspend the Services in whole or in part at any time by written notice to Consultant. Every such notice shall state the extent and effective date of such termination or suspension. On such effective date, Consultant shall, as and to the extent directed, stop Services under this Contract, cease all placement of further orders or subcontracts, terminate or suspend Services under existing orders and subcontracts, and cancel any outstanding orders or subcontracts that may be canceled. B. Payment for Completed Services. In the event of any termination pursuant to Subsection 1.9A above, Owner shall pay Consultant (1) such direct costs, including overhead, as Consultant shall have paid or incurred for all Services done in compliance with, and as required by or pursuant to, this Contract up to the effective date of termination; and (2) such other costs pertaining to the Services, exclusive of overhead and profit, as Consultant may have reasonably and necessarily incurred as the result of such termination. Any such payment shall be offset by any prior payment or payments and shall be subject to Owner's rights, if any, to withhold and deduct as provided in this Contract. ARTICLE II CHANGES AND DELAYS 2.1 Changes Owner shall have the right, by written order executed by Owner, to make changes to the timing or scope of the Services to be provided pursuant to this Contract (a "Services Change Order"). When a Services Change Order causes an increase or decrease in the amount of the Services, an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Services caused by any Services Change Order shall entitle Consultant to make any claim for damages, anticipated profits, or other compensation. Consultant shall not undertake any change in the Services without receipt of an executed Services Change Order from Owner. 2.2 Delays For any delay that may result from causes that could not be avoided or controlled by Consultant, Consultant, upon timely written application, shall be entitled to an extension of the Contract Time for a period of time equal to the delay resulting from such unavoidable cause. No extension of the Contract Time shall be allowed for any other delay in completion of the Services. In the event of a delay in the project outside of the control of Consultant that affects Consultant's ability to perform the Services, the Contract Price shall be adjusted for any actual increase in costs necessarily incurred by Consultant in the performance of the Services. 2.3 No Constructive Service Chanize Orders I No claim for an equitable adjustment in the Contract Price or Contract Time shall be made or allowed unless it is embodied in a Services Change Order agreed to by Owner and Consultant. If Consultant believes it is entitled to an equitable adjustment in the Contract Price or Contract Time that has not been included, or fully included, in a Services Change Order, then Consultant shall submit to Owner a written request for the issuance of, or revision of, a Services Change Order, including the equitable adjustment, or the additional equitable adjustment, in the Contract Price or Contract Time that Consultant claims has not been included, or fully included, in a Services Change Order. Such request shall be submitted before Consultant proceeds with any Services for which Consultant claims an equitable adjustment is due. i c ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES 3.1 Representation of Compliance A. Scope of Representation. The Services and all of its components shall conform to the requirements of this Contract and shall be performed in accordance with Standard of Performance as defined in Subsection LID of this Contract (the "Representation of Compliance"). B. Opinions of Cost. It is recognized that neither Consultant nor Owner has control over the costs of labor, material, equipment or services furnished by others or over competitive bidding, market or negotiating conditions, or construction contractors' methods of determining their prices. Accordingly, any opinions of probable Project costs or construction costs provided for herein are estimates only, made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as an experienced and qualified professional, familiar with the industry. Consultant does not guaranty that proposals,bids or actual Project costs or construction costs will not vary from opinions of probable cost prepared by Consultant. Nonetheless, in the event that the engineer's estimate of costs is 20% or more less than the lowest responsible bid received, the Consultant will prepare new materials, if required by the Owner, so that the project can be re-bid or reevaluation without making any additional costs upon the Owner. "Provided, however, that in the event that the lowest bid from a qualified bidder is 25% or more higher than the engineer's estimate, the engineer will work with the Village, at its request, to revise the project documents and will only charge 50% of the regular costs of services for making such modifications." i 3.2 Corrections i Consultant shall be responsible for the quality, technical accuracy, completeness and coordination of all Services under this Contract. Consultant shall, promptly and without charge, correct all errors in any Services provided by Consultant. 3.3 Risk of Loss The Services shall be provided, performed, and completed at the risk and cost of { Consultant. Consultant shall be responsible for damages to property or persons to the extent caused by Consultant's errors, omissions, or negligent acts and for any losses or costs to repair or remedy any work undertaken by Owner based on the Services as a result of any such errors, omissions, or negligent acts. Notwithstanding any other provision of this Contract, Consultant's obligations under this Section 3.3 shall exist without regard to, and shall not be construed to be waived by, the availability or unavailability of any insurance, either of Owner or Consultant, to indemnify,hold harmless, or reimburse Consultant for such damages, losses,or costs. fr ARTICLE IV INSURANCE; INDEMNIFICATION 4.1 Insurance Contemporaneous with Consultant's execution of this Contract, Consultant shall provide certificates and policies of insurance evidencing at least the minimum insurance coverage and limits set forth in Attachment B. For good cause shown, Owner may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as Owner may impose in the exercise of its sole discretion. Such policies shall be in a form reasonably acceptable to Owner. Such insurance shall provide that no change to or cancellation of any insurance, nor any reduction in limits or coverage or other modifications affecting this Agreement, shall become effective until the expiration of 34 days after written notice thereof shall have been given by the insurance company to Owner. Consultant shall, at all times while providing, performing, or completing the Services, including without limitation at all times while providing corrective Services pursuant to Section 3.2 of this Contract, maintain and keep in force, at Consultant's expense, at least the minimum insurance coverage and limits set forth in Attachment B. 4.2 Indemnification Consultant, without regard to the availability or unavailability of any insurance, either of Owner or Consultant, shall, to the fullest extent permitted by law, indemnify, save harmless, and reimburse Owner against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, that may arise or be alleged to have arisen out of or in connection with Consultant's failure to meet its obligations or representations in this Contract or Consultants negligent acts, errors, or omissions except only to the extent caused by the sole negligence of Owner. ARTICLE V PAYMENT 5.1 Contract Price Owner shall pay to Consultant, in accordance with and subject to the terms and conditions set forth in this Article V and Attachment A, and Consultant shall accept in full satisfaction for providing, performing, and completing the Services, the amount or amounts in i the schedule of prices set forth in Attachment A ("Contract Price"), subject to any additions, deductions, or withholdings provided for in this Contract. 5.2 Taxes,Benefits and Royalties The Contract Price includes applicable federal, state, and local taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar benefits. Consultant shall have no claim or right to claim additional compensation by reason of the payment of any such tax, contribution,premium,costs,royalties, or fees. i 5.3 Progress Payments A. Payment in Installments. The Contract Price shall be paid in monthly installments in the manner set forth in Attachment A("Progress Payments"). B. Pay Requests. Consultant shall, as a condition precedent to its right to receive each Progress Payment, submit to Owner an invoice accompanied by such receipts, vouchers, and other documents as may be necessary to reasonably establish Consultant's prior payment for all labor, material, and other things covered by the invoice and the absence of any lien or other interest of any party in regard to the Services performed under this Contract. In addition to the foregoing, such invoice shall include (a) employee classifications, rates per hour, and hours worked by each classification, and, if the Services are to be performed in separate phases, for each phase; (b) total amount billed in the current period and total amount billed to date, and, if the Services are to be performed in separate phases, for each phase; (c) the estimated percent completion, and, if the Services are to be performed in separate phases, for each phase; and (d) Consultant's certification that, to the best of Consultant's knowledge, information,and belief, all prior Progress Payments have been properly applied to the Services with respect to which they were paid. Owner may, by written notice to Consultant, designate a specific day of each month on or before which pay requests must be submitted. 5.4 Final Acceptance and Final Payment The Services or, if the Services are to be performed in separate phases, each phase of the Services, shall be considered complete on the date of final written acceptance by Owner of the Services or each phase of the Services, as the case may be, which acceptance shall not be unreasonably withheld or delayed. The Services or each phase of the Services, as the case may be, shall be deemed accepted by Owner if not objected to in writing within 30 days after submission by Consultant of the Services or such phase of Services for final acceptance and payment plus, if applicable, such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Services, or phase of Services, as the case may be. Within 30 days after final acceptance, Owner shall pay to Consultant the balance of the Contract Price or, if the Services are to be performed in separate phases, the balance of that portion of the Contract Price with respect to such phase of the Services, after deducting therefrom charges, if any, against Consultant as provided for in this Contract ("Final Payment"). The acceptance by Consultant of Final Payment with respect to the Services or a particular phase of Services, as the case may be, shall operate as a full and complete release of Owner of and from any and all lawsuits, claims, or demands for further payment of any kind for the Services or, if the Services are performed in separate phases, for that phase of the Services. i 5.5 Deductions f A. Owner's Rigght to Withhold. Notwithstanding any other provision of this Contract, Owner shall have the right to deduct and withhold from any Progress or Final Payment that may be or become due under this Contract such amount as may reasonably appear necessary to compensate Owner for any loss due to (1) Services that are defective, nonconforming, or incomplete; (2) liens or claims of lien; (3)claims of Consultant's sub-consultants, suppliers, or other persons regardless of merit; (4)delay by Consultant in the completion of the Services; (5)the cost to Owner, including reasonable attorneys' fees, of correcting any of the aforesaid I� matters or exercising any one or more of Owner's remedies set forth in Section 6.1 of this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of Owner's determination to deduct and withhold funds, which notice shall state with specificity the amount of, and reason or reasons for, such deduction and withholding. B. Use of Withheld Funds. Owner shall be entitled to retain any and all amounts withheld pursuant to Subsection 5.5A above until Consultant shall have either performed the obligations in question or furnished security for such performance satisfactory to Owner. Owner shall be entitled to apply any money withheld or any other money due Consultant under this Contract to reimburse itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards, and reasonable attorneys' fees (collectively "Costs") incurred, suffered, or sustained by Owner and chargeable to Consultant under this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of each application by Owner of money to reimburse such Costs. 5.6 Accounting Consultant shall keep accounts, books, and other records of all its billable charges and costs incurred in performing the Services in accordance with generally accepted accounting practices, consistently applied, and in such manner as to permit verification of all entries. Consultant shall make all such material available for inspection by Owner, at the office of Consultant during normal business hours during this Contract and for a period of three years after termination of this Contract. Copies of such material shall be furnished, at Owner's expense, upon request. ARTICLE VI REMEDIES 6.1 Owner's Remedies If it should appear at any time prior to Final Payment for all work that Consultant has failed or refused to perform, or has delayed in the performance of the Services ("Event of Default"), and has failed to cure any such Event of Default within five business days after Consultant's receipt of written notice of such Event of Default, then Owner shall have the right, at its election and without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: 1. Owner may require Consultant, within such reasonable time as may be fixed by Owner, to complete or correct all or any part of the Services that are defective, nonconforming, or incomplete and to such other action as is necessary to bring Consultant and the Services into compliance with this Contract. 2. Owner may terminate this Contract without liability for further payment of amounts due or to become due under this Contract. 3. Owner may recover from Consultant any and all costs, including reasonable attorneys' fees, incurred by Owner as the result of any Event of Default or as a result of actions taken by Owner in response to any Event of Default. 6.2 Consultant's Remedy Consultant may terminate this Contract upon for failure of Owner to make Progress Payments to which Consultant is entitled if Owner has failed to cure such failure within five business days after Owner's receipt of written notice from Consultant of such failure. 6.3 Terminations and Suspensions by Owner Deemed for Convenience Any termination or suspension by Owner of Consultant's rights under this Contract for an alleged default that is ultimately held unjustified shall automatically be deemed to be a termination or suspension for the convenience of Owner under Section 19 of this Contract. ARTICLE VII LEGAL RELATIONSHIPS AND REQUIREMENTS 7.1 Binding Effect This Contract shall be binding on Owner and Consultant and on their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns. Every reference in this Contract to a party shall also be deemed to be a reference to the authorized officers, employees, agents, and representatives of such party. 7.2 Relationship of the Parties Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Contract shall be construed (1)to create the relationship of principal and agent,partners, or joint venturers between Owner and Consultant or (2)to create any relationship between Owner and any sub-consultant of Consultant. 7.3 No Collusion Consultant hereby represents and certifies that Consultant is not barred from contracting with a unit of state or local government as a result of(i)a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless Consultant 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 65 ILCS 5111-42.1-1; or (ii) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5133E-1 et seq. Consultant hereby represents that the only persons, firms, or corporations interested in this Contract as principals are those disclosed to Owner prior to the execution of this Contract, and that this Contract is made without collusion with any other person, firm, or corporation. If at any time it shall be found that Consultant has, in procuring this Contract, colluded with any other f person, firm, or corporation, then Consultant shall be liable to Owner for all loss or damage that Owner may suffer thereby, and this Contract shall, at Owner's option,be null and void. 7.4 Assignment Consultant shall not (1) assign this Contract in whole or in part, (2)assign any of Consultant's rights or obligations under this Contract, or (3) assign any payment due or to become due under this Contract without the prior express written approval of Owner, which approval may be withheld in the sole and unfettered discretion of Owner; provided, however, that Owner's prior written approval shall not be required for assignments of accounts, as defined in the Illinois Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial Code, 810 ILCS 519-318. Owner may assign this Contract, in whole or in part, or any or all of its rights or obligations under this Contract, without the consent of Consultant. 7.5 Confidential Information All information supplied by Owner to Consultant for or in connection with this Contract or the Services shall be held confidential by Consultant and shall not, without the prior express written consent of Owner, be used for any purpose other than performance of the Services. 7.6 No Waiver No act, order, approval, acceptance, or payment by Owner, nor any delay by Owner in exercising any right under this Contract, shall constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or incomplete Services, nor operate to waive any requirement or provision of this Contract or any remedy, power, or right of Owner. 7.7 No Third Party Beneficiaries No claim as a third party beneficiary under this Contract by any person, firm, or corporation (other than Owner and Consultant) shall be made or be valid against Owner or Consultant. 7.8 Notices All notices required or permitted to be given under this Contract shall be in writing and shall be deemed received by the addressee thereof when delivered in person on a business day at the address set forth below or after being deposited in the United States mail, for delivery at the address set forth below by properly addressed, postage prepaid, certified or registered mail, return receipt requested. Notices and communications to Owner shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Doug Patchin, Public Works Director Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Engineering Resource Associates 35701 West Avenue, Suite 150 Warrenville, Illinois 60555 Attention: John F. Mayer, PE, CFM,Project Engineer The foregoing shall not be deemed to preclude the use of other non-oral means of notification or to invalidate any notice properly given by any such other non-oral means. By notice complying with the requirements of this Section 7.8, Owner and Consultant each shall have the right to change the address or addressee or both for all future notices to it,but no notice of a change of address or addressee shall be effective until actually received. 7.9 Governing Laws This Contract and the rights of Owner and Consultant under this Contract shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois; the venue for any legal action arising in connection with this Contract shall be in the Circuit Court of DuPage County, Illinois. 7.10 Changes in Laws Unless otherwise explicitly provided in this Contract, any reference to laws shall include such laws as they may be amended or modified from time to time. 7.11 Compliance with Laws and Grants The Services shall be provided,performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations. This requirement includes, but is not limited to, compliance with the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 511-101 et seq. Consultant shall also comply with applicable conditions of any federal, state, or local grant received by Owner or Consultant with respect to this Contract or the Services. Consultant shall be liable for any fines or civil penalties that may be imposed or incurred by a governmental agency with jurisdiction over the Services as a result of Consultant's or its sub-consultants' improper performance of, or failure to properly perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. 7.12 Ownership of Documents Consultant and Consultant's sub-consultants shall be deemed the original authors and owners respectively of materials produced pursuant to this Contract and shall retain all common law, statutory and other reserved rights, including copyrights. Consultant hereby grants and conveys to Owner perpetual, irrevocable non-exclusive rights and license to use all Required Submittals and other materials produced under this Contract for Village purposes and no other purposes. 7.13 Time Except where otherwise stated, references in this Contract to days shall be construed to refer to calendar days. 7.14 Severability The provisions of this Contract shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. 7.15 Entire Agreement This Contract sets forth the entire agreement of Owner and Consultant with respect to the accomplishment of the Services and the payment of the Contract Price therefor, and there are no other understandings or agreements, oral or written, between Owner and Consultant with respect to the Services and the compensation therefor. The proposal attached as Attachment A is attached hereto for reference only and other than as specifically referred to and incorporated herein, the terms and conditions set forth in the proposal do not form part of this Agreement. 7.16 Amendments No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Consultant. I IN WITNESS WHEREOF, Owner and Consultant have caused this Contract to be executed in two original counterparts as of the day and year first written above. Village of Oak r ok By: ccardo F. Ginex Village Manager Attest: By: ai Charlotte Pruss Village Clerk Engineering Resour Associates By: Name: John F Mayer, PE CFM Title: Principal r Attest: ,' . Name: To Green PE CFM Title: President i i ATTACHMENT A PROPOSAL i ENGINEERING `' RESOURCE ASSOCIATES May 10, 2016 Mr. Doug Patchin Director of Public Works Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 SUBJECT: Proposal for Construction Engineering Services 22"d Street Pedestrian Crossing Area G Oak Brook, Illinois Dear Doug: Engineering Resource Associates, Inc. (ERA) is pleased to submit this proposal for construction engineering services for the 22"d Street Pedestrian Crossing Project. The proposal has been prepared in accordance with your request for proposal, our familiarity with the project, and our experience on similar assignments. Project Understanding The Pedestrian Crossing at 22"d Street located at the West Entrance Drive into the Oak Brook Shopping Map is proposed to be advertised for letting later this month. The award of the project is anticipated the first week in June. The project consists of the installation of a decorative crosswalk on the east leg of the intersection. Since traffic signals are located at the intersection, the pedestrian signals that currently exist will need to be modified. Additionally, the pedestrian signal indications located on the north and south leg of the intersection will need to be removed since they currently do not extend to a public sidewalk. Multiple stages are required for the installation of the crosswalk on 22nd Street since a limited number of travelled lanes can be restricted at one time. Therefore, amount of construction days required to complete this work exceeds what is typically required. The Construction Engineering Services contract was prepared on the basis of anticipating an amount of 16 actual working days with work beginning in early September and conclude prior to the start of the holiday shopping season as specified in the contract. ERA will provide the construction observation,documentation, and Landscape Architecture review services. Construction Site Observation services are based upon an 8-hour day. Due to the lead time in manufacturing the electrical equipment it is anticipated that the contract work will not commence until all the electrical equipment is delivered and ready to be installed. Should the length of the construction period extend beyond the completion date or require additional working days,the construction engineering contract will be extended the corresponding number of additional days required for construction observation and documentation. The improvements will be constructed in accordance with plans and spedfications prepared by Hitchcock Design Group and ERA in May 2016. WARRENVILLE CHICAGO CHAMPAIGN h"> 3S701 West Aver;;te.Suite y->C� 10 South Riverside I'`=.aza S=,ste 875 2416 Galen Dive warreliville, It. 60555 CNcagp,!L 6060e Charrpai n, !L 61821 www.eraconsultants.com Village of Oak Brook 2 May 10,2016 The Village of Oak Brook now wishes to retain ERA along with Hitchcock Design Group and Rubino Engineering as sub-consultants to provide construction observation,catalog cut review, and material testing services for the project. The contractor will be required to provide construction layout. It is also our understanding that the contractor, not ERA,will be responsible for ensuring conformance with State of Illinois Clean Construction or Demolition Debris(CCDD) material disposal requirements. Scope of Services ERA will provide construction engineering services in accordance with the following work plan. 1. Meetings and Coordination-The following meetings are anticipated during the construction phase of this project: a. Attend pre-construction meeting with contractor, Village of Oak Brook staff, landscape architect sub-consultant, utility companies and others. b. Distribute meeting summaries to attendees and other interested parties. c. Attend traffic signal turnover of maintenance. d. Attend progress meetings(2)and coordinate attendees. 2. Shop Drawings&Submittals a. Record data received, maintain a file of drawings and submissions, and check construction for compliance with them. b. Review shop drawings and other submittals from the project contractor for conformance with the requirements of the contract documents. Notify the Village of any deviations or substitutions. With the notification, provide the Village with a recommendation for acceptance or denial, and request direction from the Village regarding the deviation or substitution. 3. Scheduling a. Monitor contractor's progress and adherence to project schedule. b. Review schedule with contractor on a daily basis and require contractor to update schedule on a weekly basis as necessary. c. Track and record calendar and working days as they are expended. 4. Construction Observation a. Provide one full-time resident engineer for the anticipated number of 7 working days assuming the construction period begins by early September and is completed by October 2016 as outlined in the construction contract. b. Serve as the Village's liaison with the contractor primarily through the contractor's superintendent, publicJprivate utilities, and various jurisdictional agencies. c. Arrange required material testing with the testing sub-consultant. d. Regular review and inspection of traffic and erosion control items. e. Maintain a database of names, addresses, and telephone numbers of subcontractors, contractors, suppliers, utility companies, and other entities involved with the project. f. Alert the Contractor's field superintendent when un-approved materials or equipment are being used and advise the Village of such occurrences. l 5. Material Testing a. Our material testing sub-consultant, Rubino Engineering,will be on site during pouring operations to ensure PCC materials meet the requirements of the specifications. A total of I I I { Village of Oak Brook 3 May 10,2016 four concrete test pours will be performed. 6. Documentation—ERA will utilize standard IDOT inspection reports and other construction documentation that complies with IDOT documentation procedures including: a. Track and measure contract pay item quantities using Inspector's Daily Reports. b. Keep and maintain a daily diary summarizing contractor operations, coordination activities, weather, project issues, etc. c. Collect and file material tickets. d. Submit project documentation to ERA office for use in reviewing contractor pay request. 7. Pay Request&Change Order Review a. Review applications for payment and compare to documentation records on a monthly basis. b. Forward recommendations for payment to Village staff. c. Review change order documentation and justifications. d. Forward change order recommendations to Village staff. 8. Project Close-Out a. Meet on-site with Village staff to identify items for the punch list. b. Meet with contractor to review completion of all punch list items in a timely, responsive manner. 9. Record Drawings a. The project contractor will be required to provide construction layout services and to provide accurate, complete record drawings at the completion of construction. b. ERA will provide control information and spot check contractor layout.We will also work with the contractor to ensure a complete set of record drawings is completed. Schedule The work is expected to be completed by October 20, 2016 within an anticipated number of 16 working days. Fees Fees for construction engineering service described in this proposal are proposed on a direct labor multiplier, not-to-exceed basis. Our direct labor multiplier for this assignment will be 2.80 times direct employee hourly rates. Direct costs will be charged at their actual rate incurred with no markup. Proposed fees are summarized as follows: i Village of Oak Brook 4 May 14,2416 Construction Engineering Services 184 $18,241.72 Direct Costs, Material Testing & LA Sub-Consultant $6,611,00 Total, Not-To-Exceed 184 $24,852.72 Fees are based upon an anticipated completion date of October 30, 2016 and an actual number of working days of 16 days. If the project exceeds beyond this period, additional fees may be required. A detailed Cost Estimate of Consultant Services form is included on the following pages. We appreciate the opportunity to submit this proposal and trust that it meets with your approval. If acceptable,please sign the proposal where indicated below and return one(1)copy for our files.The attached General Terms and Conditions are expressly incorporated into and are an integral part of this proposal for engineering services. Respectfully submitted, ENGINEERING RESOURCE ASSOCIATES, INC. John F. Mayer, PE, CFM Project Manager JFMlkkp Attachments Enclosure Village of Oak Brook 5 May 10,2016 Exhibit 1 Acceptance&Authorization Form—May 10,2016 Proposal 22nd Street Pedestrian Crossing Area G, Oak Brook, Illinois Engineering Resource Associates,Inc. Village of Oak Brook Authorized Signature Authorized Signature John F.Mayer,PE,CFM Printed Name and Title Printed Name and Title 3S701 West Avenue Date Suite 150 Warrenville,Illinois 60555 630-393-3060 t,630-393-2152 f Please Provide Contact Information: Mailing Address: (please provide street address for UPS deliveries) Telephone&Facsimile Numbers: Email Address: INVOICES should be sent via: Email❑ USPS Mail❑ Email&USPS Mail❑ If different than above address, invoices should be addressed to: Attn: Invoice Email Address(if different than above): Note any billing proceduresgorms: I 4 I I I Village of Oak Brook 6 May 10,2016 Engineering Resource Associates,Inc. GENERAL TERMS AND CONDITIONS 1. COMPLIANCE WITH LAwS: Engineering Resource Associates, Inc. (Engineer)will strive to exercise usual and customary professional care in his efforts to comply with those laws,codes,ordinance and regulations which are in effect as of the date of this Agreement. With specific respect to prescribed requirements of the Americans with Disabilities Act of 1990 or certified state or local accessibility regulations(ADA),Client understands ADA is a civil rights legislation and that interpretation of ADA is a legal issue and not a design issue and,accordingly,retention of legal counsel(by Client)for purposes of interpretation is advisable. As such and with respect to ADA,Client agrees to waive any action against Engineer, and to indemnify and defend Engineer against any claim arising from Engineer's alleged failure to meet ADA requirements prescribed. 2. DESIGNATION OF AUTHORIZED REPRESENTATIVE:Each party(to this Agreement)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 review and respond promptly to all communications received from the other party. 3. STANDARD OF PRACTICE:The Engineer will strive to conduct services under this Agreement in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions as of the date of this Agreement. No other representation,express or implied,and no warranty or guarantee is included or intended in this Agreement, or in any report,opinion,document,or otherwise. 4. GOVERNING I.Aw:This Agreement shall be governed by and construed in accordance with Articles previously set forth by Item 1.of this Agreement,together with the laws of the State of Illinois. 5. RESPONSIBILITY OF THE ENGINEER: 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 the Client and any other party concerning the Project,the 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 the Client,the construction contractor,other contractors or subcontractors performing any of the work or providing any of the services on the Project. Nor shall the Engineer be responsible for the acts or omissions of the Client, or for the failure of the Client,any architect, engineer,consultant,contractor or subcontractor to carry out their respective responsibilities in accordance with the Project documents,this Agreement 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 condition is expressly amended for the purposes described in such amendment and is signed by the Engineer. 6, CLIENT'S RESPONSIBILITIES:The Client agrees to require the Contractor,to the fullest extent permitted by law, to indemnify, hold harmless,and defend the Engineer, its consultants,and the employees and agents of any of them from and against any and all claims,suits,demands,liabilities, losses,damages,and costs ("Losses"),including but not limited to costs of defense,to the extent arising in whole or in part out of the negligence of the Contractor,its subcontractors,the officers,employees,agents,and subcontractors of any of them,or anyone for whose acts any of them may be liable, regardless of whether or not such Losses are caused in part by a party indemnified hereunder. Specifically excluded from the foregoing are Losses arising out of the preparation or approval of maps,drawings,opinions, reports,surveys,change orders,designs,or specifications,and the giving of or failure to give directions b the Engineer, its consultants and the n 9 9 g Y 9 e age is and employees of any of them,provided such giving or failure to give is the primary cause of Loss. The Client further agrees to require the Contractor to name the Engineer,its agents and consultants as additional insureds on the Contractor's policy or policies of comprehensive or commercial general liability i I Village of Oak Brook 7 May 10,2016 insurance. Such insurance shall include products and completed operations and contractual liability coverages,shall be primary and non-contributing with any insurance maintained by the Engineer or its agents and consultants, and shall provide that the Engineer be given thirty days, unqualified written notice prior to any cancellation thereof. In the event the foregoing requirements,or any of them,are not established by the Client and met by the Contractor,the Client agrees to indemnify and hold harmless the Engineer, its employees,agents,and consultants from and against any and all Losses which would have been indemnified and insured against by the Contractor, but were not. When Contract Documents prepared under the Scope of Services of this contract require insurance(s)to be provided,obtained and/or otherwise maintained by the Contractor,the Client agrees to be wholly responsible for setting forth any and all such insurance requirements. Furthermore,any document provided for Client review by the Engineer under this Contract related to such insurance(s)shall be considered as sample insurance requirements and not the recommendation of the Engineer. Client agrees to have their own risk management department review any and all insurance requirements for adequacy and to determine specific types of insurance(s)required for the project. Client further agrees that decisions concerning types and amounts of insurance are specific to the project and shall be the product of the Client. As such, any and all insurance requirements made part of Contract Documents prepared by the Engineer are not to be considered the Engineer's recommendation,and the Client shall make the final decision regarding insurance requirements. 7. INFORMATION PROVIDED BY OTHERS:The Engineer shall indicate to the Client the information needed for rendering of the services of this Agreement. The Client shall provide to the Engineer such information as is available to the Client and the Client's consultants and contractors,and the Engineer shall be entitled to rely upon the accuracy and completeness thereof. The Client recognizes that it is impossible for the Engineer to assure the accuracy,completeness and sufficiency of such information,either because it is impossible to verify or because of errors or omissions which may have occurred in assembling the information the Client is providing. Accordingly,the Client agrees,to the fullest extent permitted by law,to indemnify and hold the Engineer and the Engineer's subconsultants harmless from any claim,liability or cost(including reasonable attorneys'fees and cost of defense)for injury or loss arising or allegedly arising from errors,omissions or inaccuracies in documents or other information provided by the Client to the Engineer. 8. CHANGES:Client reserves the right by written change order or amendment to make changes in requirements, amount of work,or engineering time schedule adjustments,and Engineer and Client shall negotiate appropriate adjustments acceptable to both parties to accommodate any changes,if commercially possible. 9. DOCUMENTS DELIVERED TO CLIENT: Drawings,specifications,and reports prepared by Engineer in connection with any or all of the services furnished hereunder shall be delivered to the Client for the use of the Client. Engineer shall have the right to retain originals of all Project Documents and drawings for its files. Furthermore,it is understood and agreed that the Project Documents such as, but not limited to reports, calculations,drawings,and specifications prepared for the Project,whether in hard copy or machine readable form,are instruments of professional service intended for one-time use in the construction of this Project. These Project Documents are and shall remain the property of the Engineer. The Client may retain copies, including copies stored on magnetic tape or disk,for information and reference in connection with the occupancy and use of the Project. It is also understood and agreed that because of the possibility that information and data delivered in machine readable form may be altered,whether inadvertently or otherwise,the Engineer reserves the right to retain the original tapes/disks and to remove from copies provided to the Client all identification reflecting the involvement of the Engineer in their preparation. The Engineer also reserves the right to retain hard copy originals of all Project Documentation delivered to the Client in machine readable form,which originals shall be referred to and shall govern in the event of any inconsistency between the two, The Client understands that the automated conversion of information and data from the system and format Village of Oak Brook 8 May 10,2016 used by the Engineer to an alternate system or format cannot be accomplished without the introduction of inexactitudes,anomalies,and errors. in the event Project Documentation provided to the Client in machine readable form is so converted,the Client agrees to assume all risks associated therewith and,to the fullest extent permitted by law,to hold harmless and indemnify the Engineer from and against all claims,liabilities, losses,damages,and costs,including but not limited to attorney's fees,arising therefrom or in connection therewith. The Client recognizes that changes or modifications to the Engineer's instruments of professional service introduced by anyone other than the Engineer may result in adverse consequences which the Engineer can neither predict nor control. Therefore,and in consideration of the Engineer's agreement to deliver its instruments of professional service in machine readable form,the Client agrees,to the fullest extent permitted by law,to hold harmless and indemnify the Engineer from and against all claims,liabilities,losses, damages,and costs, including but not limited to attorney's fees,arising out of or in any way connected with the modification, misinterpretation, misuse,or reuse by others of the machine readable information and data provided by the Engineer under this Agreement. The foregoing indemnification applies,without limitation,to any use of the Project Documentation on other projects,for additions to this Project,or for completion of this Project by others,excepting only such use as may be authorized, in writing, by the Engineer. 10. REUSE OF DOCUMENTS:All Project Documents including but not limited to reports,original boring logs,field data,field notes, laboratory test data,calculations,opinions of probable costs,drawings and specifications furnished by Engineer pursuant to this Agreement are intended for use on the Project only. They cannot be used by Client or others on extensions of the Project or any other project. Any reuse,without specific written verification or adaptation by Engineer,shall be at Client's sole risk,and Client shall indemnify and hold harmless Engineer from all claims, damages,losses,and expenses including attorney's fees arising out of or resulting therefrom. 11. FORCE MA)EURE:Neither Client 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,natural calamities, or demands or requirements of governmental agencies.. 12. RELATIONSHIP BETWEEN ENGINEER AND CLIENT: Engineer shall serve as Clients professional engineer consultant in those phases of the Project to which this Agreement applies. This relationship is that of a buyer and seller of professional services and as such the Engineer is an independent contractor in the performance of this Agreement and it is understood that the parties have not entered into any joint venture or partnership with the other. The Engineer shall not be considered to be the agent of the Client. 13. SUSPENSION OF SERVICES:Client may,at any time,by written order to Engineer(Suspension of Services Order)require Engineer to stop ail, 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 costs associated with the services affected by such order. Client,however,shall pay all costs incurred by the suspension, including all costs necessary to maintain continuity and for the resumptions of the services upon expiration of the Suspension of Services Order. Engineer will not be obligated to provide the same personnel employed prior to suspension,when the services are resumed, in the event that the period of suspension is greater than thirty(30)days. 14. TERMINATION: This Agreement may be terminated by either party upon thirty(30)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. This Agreement may be terminated by Client,under the same terms,whenever Client shall determine that termination is in its best interests. Cost of termination,including salaries, overhead and fee, incurred by Engineer either before or after the termination date shall be reimbursed by Client. 15. 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 prior written approval of the other. i l Village of Oak Brook 9 May 10,2016 16. ENTIRE UNDERSTANDING OF AGREEMENT:This Agreement represents and incorporates the entire understanding of the parties hereto,and each party acknowledges that there are no warranties, representations,covenants or understandings of any kind,matter or description whatsoever,made by either party to the other except as expressly set forth herein. Client and the Engineer hereby agree that any purchase orders, invoices,confirmations, acknowledgments or other similar documents executed or delivered with respect to the subject matter hereof that conflict with the terms of the Agreement shall be null, void and without effect to the extent they conflict with the terms of this Agreement. 17. AMENDMENT: This Agreement shall not be subject to amendment unless another instrument is duly executed by duly authorized representatives of each of the parties and entitled"Amendment of Agreement'. 18. PAYMENT: Client shall be invoiced once each month for work performed during the preceding period. Client agrees to pay each invoice within thirty(30)days of its receipt. The client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause within said thirty(30)day period at the rate of eighteen(18)percent per annum(or the maximum interest rate permitted under applicable law,whichever is the lesser)until paid. Client further agrees to pay Engineers cost of collection of all amounts due and unpaid after sixty(60)days, including court costs and reasonable attorney's fees,as well as costs attributed to suspension of services accordingly. in the event legal action is necessary to enforce the payment provisions of this Agreement,the Engineer shall be entitled to collect from the Client any judgement or settlement sums due, reasonable attorneys'fees,court costs and expenses incurred by the Engineer in connection therewith and,in addition,the reasonable value of the Engineer's time and expenses spent in connection with such collection action,computed at the Engineer's prevailing fee schedule and expense policies. If the Client fails to make payments when due or otherwise is in breach of this Agreement, the Engineer may suspend performance of services upon five(5)calendar days'notice to the Client.The Engineer shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Client. Client will reimburse Engineer for all associated costs as previously set forth in item 13 of this Agreement. Payments due Engineer are not contingent upon project approval or project financing and are the sole responsibility of the Client. if an invoice for work performed by Engineer remains unpaid sixty(60)days form the date of the invoice and,if there is no written resolution of payment from the client during the sixty(60)day period,Engineer will stop all work on the assignment. 19. INDEMNIFICATION; Engineer agrees,to the fullest extent permitted by law,to indemnify and hold harmless Client up to the amount of this contract fee (for services)from loss or expense,including reasonable attorney's fees to the extent caused by Engineer's negligent acts,errors or omissions in the performance of professional services under this Agreement. Client agrees,to the fullest extent permitted by law,to indemnify and hold harmless Engineer from any damage, liability or cost, including reasonable attorneys' fees and costs of defense,to the extent caused by the Client's negligent acts,errors or omissions and those of his or her contractors,subcontractors or consultants or anyone for wham the Clint is legally liable,and arising from the project that is the subject of this Agreement. In the event of joint or concurrent negligence of Engineer and Client, each shall bear that portion of the loss or expense that its share of the joint or i concurrent negligence bears to the total negligence(including that of third parties)which caused the personal injury or property damage. Engineer shall not be liable for special,incidental or consequential damages,including,but not limited to loss of profits,revenue,use of capital,claims of customers,cost of ` purchased or replacement power,or for any other loss of any nature,whether based on contract,tort, negligence,strict liability or otherwise,by reasons of the services rendered under this Agreement. 20. LIMIT OF LIABILITY.The Client and the Engineer have discussed the risks,rewards,and benefits of the project j and the Engineer's total fee for services. In recognition of the relative risks and benefits of the Project to j both the Client and the engineer,the risks have been allocated such that the Client agrees that to the fullest extent permitted by law,the Engineer's total aggregate liability to the Client for any and all injuries,claims, costs,losses,expenses,damages of any nature whatsoever or claim expenses arising out of this Agreement from any cause or causes,including attorney's fees and costs,and expert witness fees and costs,shall not exceed the total Engineer's fee for professional engineering services rendered on this project as made part of this Agreement. Such causes included but not limited to the Engineer's negligence, errors,omissions, I i i Village of Oak Brook 10 May 10,2016 strict liability or breach of contract. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. 21. NOTICES:Any notice or designation required to be given to either party hereto shall be in writing,and unless receipt of such notice is expressly required by the terms hereof shall be deemed to be effectively served when deposited in the mail with sufficient first class postage affixed,and addressed to the party to whom such notice is directed at such party's place of business or such other address as either party shall hereafter furnish to the other party by written notice as herein provided. 22. ACCESS AND PERMITS: Client shall arrange for Engineer to enter upon public and private property and obtain all necessary approvals and permits required from all governmental authorities having jurisdiction over the Project. Client shall pay costs(including Engineer's employee salaries, overhead and fee)incident to any effort by Engineer toward assisting Client in such access, permits or approvals, if Engineer perform such services. 23. WAIVER OF CONTRACT BREACH:The waiver of one party of any breach of the 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. 24. OPINIONS OF PROBABLE COST:Since Engineer has no control over the cost of labor,materials or equipment, or over the Contractor(s)method of determining process,or over competitive bidding or market conditions, his opinions of probable Project Construction Cost provided for herein are to be made on the basis of his experience and qualifications and represent his best judgement as a design professional familiar with the construction industry,but Engineer cannot and does not guarantee that proposal,bids or the Construction Cost will not vary from opinions of probable construction cost prepared by him. If prior to the Bidding or Negotiating Phase, Client wishes greater accuracy as to the Construction Cost,the Client shall employ an independent cost estimator Consultant for the purpose of obtaining a second construction cost opinion independent from Engineer. 25. CONSTRUCTION OBSERVATION CLAUSE:The Owner will include the following clause in the construction contract documents and Owner agrees not to modify or delete it: Kotecki Waiver: Contractor(and any subcontractor into whose subcontract this clause is incorporated) agrees to assume the entire liability for all personal injury claims suffered by its own employees, including without limitation claims under the Illinois Structural Work Act,asserted by persons allegedly injured on the Project; waives any limitation of liability defense based upon the Workers Compensation Act,court interpretations of said Act or otherwise;and agrees to indemnify and defend Owner and Engineer and their agents,employees and consultants(the"indemnities")from and against all such loss,expense,damage or injury,including reasonable attorneys'fees,that the indemnities may sustain as a result of such claims, except to the extent that Illinois law prohibits indemnity for the indemnities'own negligence. 26. SEVERABILITY OF INVALID PROVISIONS: if any provision of the Agreement shall be held to contravene or to 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 provisions held to be invalid in the particular state,country or jurisdiction and the rights or obligations of the parties hereto shall be construed and enforced accordingly. 27. HAZARDOUS MATERIALS: It is acknowledged by both parties that Engineer's scope of services does not include any services related to asbestos or hazardous or toxic materials. In the event Engineer or any other party encounters asbestos or hazardous or toxic materials at the job site,or should it become known in any way that such materials may be present at the job site or any adjacent areas that may affect the performance of Engineer's services, Engineer may at his option and without liability for consequential or any other damages,suspend performance of services on the project until Client retains appropriate specialist consultant(s)or contractor(s)to identify,abate and/or remove the asbestos or hazardous or toxic materials, Village of Oak Brook it May 10,2016 and warrant that the job site is in full compliance with applicable laws and regulations. 28, RIGHT OF ENTRY:Client hereby grants Engineer and its subcontractors or agents the right to enter from time to time property owned by Client and/or other(s)in order for Engineer to fulfill the scope of services included hereunder. Client understands that use of exploration equipment may cause some damage,the correction of which is not part of this Agreement. Client also understands that the discovery of certain hazardous conditions and/or taking preventive measures relative to these conditions may result in a reduction of the Property's value. Accordingly,Client waives any claim against Engineer and its subcontractors or agents, and agrees to defend,indemnify and hold Engineer harmless from any claim or liability for injury or loss allegedly arising from procedures associated with subsurface exploration activities or discovery of hazardous materials or suspected hazardous materials. In addition,Client agrees to compensate Engineer for any time spent or expenses incurred by Engineer in defense of any such claim with compensation to be based upon Engineer's prevailing fee schedule and expense reimbursement policy.Engineer shall not be liable for damage or injury from damage to subterranean structures(pipes,tanks,cables,or other utilities,etc.)which are not called to Engineer's attention in writing and correctly shown on the diagram(s)furnished by Client to Engineer. 28. SAMPLES:Soil,rock,water and/or other samples obtained from the Project site are the property of Client. Engineer shall preserve such samples for no longer than sixty(60)calendar days after the issuance of any document that includes the data obtained from them,unless other arrangements are mutually agreed upon in writing. Should any of these samples be contaminated by hazardous substances or suspected hazardous substances,it is Clients responsibility to select and arrange for lawful disposal procedures,that is, procedures which encompass removing the contaminated samples from Engineer's custody and transporting them to a disposal site. Client is advised that, in all cases, prudence and good judgment should be applied in selecting and arranging for lawful disposal procedures. Due to the risks to which Engineer is exposed, Client agrees to waive any claim against Engineer,and to defend, indemnify and hold Engineer harmless from any claim or liability for injury or loss arising from containing, labeling,transporting,testing,storing,or other handling of contaminated samples. Client also agrees to compensate Engineer for any time spent and expenses incurred by Engineer in defense of any such claim,with such compensation to be based upon Engineer's prevailing fee schedule and expense reimbursement policy. END OF GENERAL TERMS AND CONDITIONS I i P i �toLs Payroll Escalation Table Fixed Raises New Formula FIRM NAME Engineering Resource Assoc.I— DATE 06110/16 PRIMEISUPPLEMENT Prime PT13 NO. CONTRACT TERM 3 MONTHS OVERHEAD RATE 13120% START DATE 811/2016 COMPLEXITY FACTOR 0 RAISE DATE 4112017 % RAISE 3.00% ESCALATION PER YEAR 8!112016 - 10/31/2016 3 3 100.00% 1.0000 The total escalation for this project would be: 0,w% BDE O27(Rev.2fO6) PRINTED 5110=16.2 46 PM PAGE 1 i Department ofi Transportafion Payroll Rates FIRM NAME Engineering Resource Assoc.In DATE 05/10/16 PRIME/SUPPLEMENT Prime PTB NO. ESCALATION FACTOR 0.00% CLASSIFICATION CURRENT RATE ESCALATED RATE Professional Engineer VI $70.00 $70.00 Professional Engineer VI $65.80 $65.80 Professional Engineer IV $56,65 $56.65 Professional Engineer III $45.00 $45.00 Professional Engineer 11 $39.50 $39.50 Professional Engineer 1 $34.63 $34.63 Structural Engineer VI $70-00 $70_.00 Structural Engineer 111 $42.00 $42.00 Staff Engineer 111 $33.00 $33,00 Staff Engineer 11 $29.50 $29.50 Staff Engineer $26.00 $26.00 Engineering Tech V $36.00 $36.00 Engineering Tech IV $30.00 $30.00 Engineering Tech 111 $24.25 $24,25 Engineering Intern II $15.00 $15,00 Engineering Intern 1 $12.00 $12.00 Ecological Services Director $42.25 $42.25 Environmental Specialist 1 $25.50 $25.50 Professional Surveyor 1 $41.00 $41,00 Surveyor III $24.00 $24.00 Administrative Staff IV $30.00 $30.00 Administrative Staff 111 $25.00 $25.00 Administrative Staff 11 $21.75 $21.75 $0.00 $0.00 $0.00 $om $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 BDE 027(Rev.2/06) PRINTED 5/1012016,2:46 PM PAGE 2 4 jr} j Cost Estimate of Consultant Services Finn Engineering Resource Assoc Inc. Date 05110118 (Cued tabor xwnr19) Route Secttan Overhead Rate 133.20% County Job No. Complexity Factor 0 PTB&Item (2 80+R)TIMES DIRECT SERVICES DBE %OF ITEM MANHOURS PAYROLL PAYROLL COSTS BY TOTAL TOTAL GRAND OTHERS TOTAL A B C D E C+O+E C+D+E Meetings/Coordination s/Cooniinatfon 14 547.60 1,533.28 30.E 1563.28 6.29% Shop Draw ubmi8als 4 133.50 373.80 373.80 1.50% Scheduling 4 118.00 330.40 330.40 1.33% Construction Observation 112 3,697.20 10,352.16 241.00 5.000.00 Hitchcock Design 15,59116 62.74% Documentation 16 710.20 1,988.56 1,988.56 8.00% Material Test 6 208.00 582.40 1.325.00 Rubino En ineerin 1,907.40 7.67% Pay Request/Change Request/Change Order 9 363.80 1,018.64 1,018.64 4.10% Prqact Closeout 12 48&60 — ____1,368 15.00 1,383.08 5.57% Record Drawings 7 248.00 694.40 694.40 239% L j TOTALS 184 6,514.901 16.241.72 286.00 $6,325.00 0.00 $24,852.72 100.00% Printed$110/2016,2:46 PM BDE 027(Rev.21O6) Page 3 Average Hourly Project Rates Route Section County Consultant Engineering Resource Assoc.Inc. Date 05110/16 Job No. PT61hem Sheet 1 OF 1 Payroll Avg Total Project Rates Meeting stCoordination Orarrl rigsMubmiltals Sche"ng Constniction Observation tWwmentaUOn Hourly Hou % Wgtd Hours % Wgtd Ho % I Wgtd Ho % Wgtd Hou % I Wgtd Hours % Wgtd Classirication Rates Part. Avg Part, Avg Part. Avg Part. Avg Part. Avg Part A ProfessionaI Engineer VI $70.00 0 Professional Engineer VI $65.80 13 7.07% 4.65 2 14.29% 9.40 4 15714 2.35 4 25.00% 16.45 Professional Engineer IV $56.65 0 Professional Engineer III 545.00 38 20.65% 929 4 28,57% 12.86 1 25.00% 11.25 16 1429% 6.43 6 37.50% 16.88 Professional Engineer It $39.50 0 Professional Engineer 1 $34.63 0 Structural Engineer VI 570.00 0 Structural Engineer 111 $4100 0 Staff Engineer 111 $33.00 0 Staff Engineer 11 $29.50 129 70.11% 20.6$ 8 5714% 16.86 3 75.00% 22.13 4 100.00% 29.50 92 1$2.14% 24.23 6 37.50% 11.06 Staff Engineer 1 $28.W 0 Engineering Tech V $36.00 4 2.17% 0.78 Engineering Tech IV $30.00 0 Engineering Tech III 524.25 0 Engineering Intern 11 $15.00 0 Engineering Intern I MOO 0 E ical Services Director $42.25 0 Environmental Specialist 1 $25.50 0 Professional Surveyor I $41.00 0 Surveyor III 524.00 0 Administrative Staff IV $30.00 0 Administrative Staff 111 $25.00 0 Administrative Staff II $2135 0 0 0 0 0 0 0 0 TOTALS 184 100% 1$35.41 1 14 1 100% $39.11 4 1 100% $33.38 4 100% $29.50 112 100% 533.01 16 100% $44.39 BDE 027(Rev.2/O6) PRINTED 5/10/2016.2:46 PM PAGE 4 I I :whDe partimrit Rode Average Hourly Project Rates Section County Consultant Engineering Resource Assoc.Inc. Date 05/10116 Job No. PTtntem Sheet---2 OF 1 Payroll Avg erase tai Tung Pay RoquesUCha Order ProIWA closeout Record DnroAngs Hourly Hours % Wgtd Hours % Wgtd Hours % Wgtd Hours % Wgtd Hours % Wgtd Hairs % Wgtd Classification Razes Part . Avg Part. Avg Pact. Avg Part. Avg Part. Avg Part Ava Professional Engineer VI $70.00 Professional Engineer VI $65.80 1 11.11% 7.31 2 16.67% 10.97 Professional Engineer IV $56.65 Professional Engineer 111 $45.00 2 33.33% 15.00 4 44.44% 20M 4 33.33% 15.00 1 14.29% 6.43 Professional Engineer 11 $39.50 Professional Engineer 1 $34.s3 Structural Engineer VI $70.00 Structural Engineer III $42,00 Staff En ineer ill $33.00 Staff Engineer 11 $29.50 4 66.67% 19.67 4 44.44% 13.11 6 50.00% 14.75 2 28.57% 8.43 Staff Engineer 1 $26,00 Engineering Tech V $36.00 4 57.14% 20.57 E2gineefimg Tech IV $30.00 Engineering Tech III $24.25 En~ng Intern If $15.00 Engineering Intem 1 $12.00 6colcgical Services Director $42.25 Environmental Specialist 1 $25.50 Professional Surveyor 1 $41.00 Surveyor III $24.00 Administrative Staff IV $30.00 Administrative Staff 111 $25.00 Administrative Staff 11 $21.75 TOTALS 6 100% $34.67 9 100% $40.42 12 100% $40.72 7 100% $35.43 0 D% $0,00 0 0% $0,00 i BDE 027(Rev.2106) PRINTED 5/1012016,2'46 PM PAGE 5 I ATTACHMENT B INSURANCE REQUIREMENTS Certificates of Insurance shall be presented to the Village within fifteen (15) days after the receipt by the contractor of the Notice of Award and the unexecuted contract, it being understood and agreed that the Village will not approve and execute the contract until acceptable insurance certificates are received and approved by the Village. Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under the contract or permit, either by the contractor,permittee,or their agents,representatives,employees or subcontractors. A contractor or penni (2) The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not contribute with it. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officers, officials, employees,volunteers or agents. (4) The Insured's insurance shall apply separately to each covered party against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Worker's Compensation and Employer's Liability Coverage The policy shall waive all rights of subrogation against the Village, its officers, officials, employees, volunteers and agents for losses arising from work performed by the insured for the Village. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees,volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete, certified copies of all required insurance policies,at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. E Resolution 2016-PED-ACCESS-ENG-CNSTRCT-R-1575 Construction Engineering Services for Pedestrian Access Project 4 of 4 EXHIBIT B HITCHCOCK AGREEMENT t i i i i I I I I I I CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND HITCHCOCK DESIGN GROUP FOR CONSTRUCTION ENGINEERING SERVICES In consideration of the agreements set forth below, the Village of Oak Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and existing under the laws of the State of Illinois (the"Owner"or "Village"), and Hitchcock Design Group, 221 West Jefferson Avenue, Naperville, Illinois 60540, an engineering firm (the "Consultant"),make this Contract as of`�t_> l 15; , 2016, and hereby agree as follows: ARTICLE I THE SERVICES 1.1 Performance of the Services Consultant shall, at its sole cost and expense, provide, perform, and complete all of the following services, all of which is herein referred to as the"Services": A. Labor, Equipment, Materials, and Supplies. Provide, perform, and complete, in the manner described and specified in this Contract, all professional services necessary to accomplish the"Project,"as defined in the following: 1. The Consultant's Proposal attached to this Contract as Attachment A, and 2. With the insurance coverage listed in Attachment B attached to this Contract. B. Insurance. Procure and furnish all required certificates and policies of insurance specified in Attachment B. C. Standard of Performance. Provide, perform, and complete all of the foregoing in a professional manner, consistent with the professional standards of care of qualified engineers doing similar service in the Chicago Metropolitan Area and in full compliance with this Contract (the"Standard of Performance"). 1.2 Completion Date i Consultant shall diligently and continuously perform the Services at such a rate as will j allow the Services to be fully performed and completed in compliance with this Contract not later than October 20, 2016 ("Completion Date"). The rate of progress and time of completion are referred to in this Contract as the"Contract Time." 1.3 Required Submittals A. Submittals Required. Consultant shall submit to Owner all reports, documents, data, and information required to be submitted by Consultant under this Contract (the "Required Submittals"). B. Time of Submission and Owner's Review. All Required Submittals shall be provided to Owner no later than the time, if any, specified in Attachment A, or otherwise in this Contract. If no time for submission is specified for any Required Submittal, then that Submittal shall be submitted within a reasonable time in light of its purpose and, in all events, in sufficient time, in Owner's opinion, to permit Owner to review that Submittal same prior to the commencement of any part of the Services to which that Submittal may relate. Owner shall have the right to require such corrections as may be necessary to make any Required Submittal conform to this Contract. No Services related to any Required Submittal shall be performed by Consultant until Owner has completed review of such Required Submittal with no exception noted. Owner's review and approval of any Required Submittal shall not relieve Consultant of the entire responsibility for the performance of the Services in full compliance with, and as required by or pursuant to this Contract, and shall not be regarded as any assumption of risk or liability by Owner. The Consultant shall not be held liable for claims of delay caused by the Owner's failure to timely review and approve any Required Submittal. 1.4 Review and Incorporation of Contract Provisions Consultant represents and declares that it has carefully reviewed, and fully understands, this Contract, including all of its Attachments, all of which are by this reference incorporated into and made a part of this Contract. 1.5 Financial and Technical Ability to Perform Consultant represents and declares that it is financially solvent, and has the financial resources necessary, and has sufficient experience and competent, and has the necessary capital, facilities, organization, and staff necessary to provide, perform, and complete the Services in full compliance with, and as required by or pursuant to, this Contract. 1.6 Time Consultant represents and declares that the Contract Time is sufficient time to permit completion of the Services in full compliance with, and as required by or pursuant to, this Contract for the Contract Price. 1.7 Consultant's Personnel and Sub-Consultants A. Consultant's Personnel. Consultant shall provide all personnel necessary to complete the Services. B. Approval and Use of Sub-Consultants. Consultant shall perform the Services with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved by Owner in writing. All sub-consultants and subcontracts used by Consultant shall be acceptable to, and approved in advance by, Owner. Owner's approval of any sub-consultant or subcontract shall not relieve Consultant of full responsibility and liability for the provision, performance, and completion of the Services in full compliance with, and as required by or pursuant to, this Contract. All Services performed under any subcontract shall be subject to all of the provisions of this Contract in the same manner as if performed by employees of Consultant. Every reference in this Contract to"Consultant" shall be deemed also to refer to all sub-consultants of Consultant. Every subcontract shall include a provision binding the sub-consultant to all provisions of this Contract. C. Removal of Personnel and Sub-Consultants. If any personnel or sub-consultant fails to perform the part of the Services undertaken by it in compliance with this Contract or in a manner reasonably satisfactory to Owner, Consultant, immediately upon notice from Owner, shall remove and replace such personnel or sub-consultant. Consultant shall have no claim for damages, for compensation in excess of the Contract Price, or for a delay or extension of the Contract Time as a result of any such removal or replacement. 1.8 Owner's Responsibilities Owner shall, at its sole cost and expense: (a) designate in writing a person with authority to act as Owner's representative and on Owner's behalf with respect to the Services except those matters that may require approval of Owner's Board of Trustees; (b)provide to Consultant all criteria and full information as to Owner's requirements for the Project or work to which the Services relate, including Owner's objectives and constraints, schedule, space, capacity and performance requirements, and budgetary limitations relevant to the Project; (c)provide to Consultant existing studies, reports, and other available data relevant to the Project; (d) arrange for access to and make all provisions for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services; (e) provide surveys describing physical characteristics, legal limitations, and utility locations for the Project and the services of geotechnical engineers or other consultants when such services are reasonably requested by Consultant and are necessary for the performance of the Services; (f)provide structural, mechanical, chemical, air and water pollution tests, test for hazardous materials, and other laboratory and environmental tests, inspections, and reports required by law to be provided by Owner in connection with the Project; (g)review Required Submittals and other reports, documents, data, and information presented by Consultant as appropriate; (h)provide approvals from all governmental authorities having jurisdiction over the Project when such services are reasonably requested by Consultant; (i)except as provided in Article IV of this Contract,provide all accounting, insurance, and legal counseling services as may be necessary from time to time in the judgment of Owner to protect Owner's interests with respect to the Project; 0)attend Project related meetings; and (k) give written notice to Consultant whenever Owner observes or otherwise becomes aware of any development that affects the scope or timing of the Services, provided, however, that failure to give such notice shall not relieve Consultant of any of its responsibilities under this Contract. 1.9 Owner's Right to Terminate or Suspend Services for Convenience A. Termination or Suspension for Convenience. Owner shall have the right, at any time and for its convenience, to terminate or suspend the Services in whole or in part at any time by written notice to Consultant. Every such notice shall state the extent and effective date of such termination or suspension. On such effective date, Consultant shall, as and to the extent directed, stop Services under this Contract, cease all placement of further orders or subcontracts, I terminate or suspend Services under existing orders and subcontracts, and cancel any outstanding orders or subcontracts that may be canceled. B. Payment for Completed Services. In the event of any termination pursuant to Subsection 1.9A above, Owner shall pay Consultant (1) such direct costs, including overhead, as Consultant shall have paid or incurred for all Services done in compliance with, and as required by or pursuant to, this Contract up to the effective date of termination; and (2)such other costs pertaining to the Services, exclusive of overhead and profit, as Consultant may have reasonably and necessarily incurred as the result of such termination. Any such payment shall be offset by any prior payment or payments and shall be subject to Owner's rights, if any, to withhold and deduct as provided in this Contract. ARTICLE 11 CHANGES AND DELAYS 2.1 Changes Owner shall have the right, by written order executed by Owner,to make changes to the timing or scope of the Services to be provided pursuant to this Contract (a "Services Change Order"), When a Services Change Order causes an increase or decrease in the amount of the Services, an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Services caused by any Services Change Order shall entitle Consultant to make any claim for damages, anticipated profits, or other compensation. Consultant shall not undertake any change in the Services without receipt of an executed Services Change Order from Owner. 2.2 Delays For any delay that may result from causes that could not be avoided or controlled by Consultant, Consultant, upon timely written application, shall be entitled to an extension of the Contract Time for a period of time equal to the delay resulting from such unavoidable cause. No extension of the Contract Time shall be allowed for any other delay in completion of the Services. In the event of a delay in the project outside of the control of Consultant that affects Consultant's ability to perform the Services, the Contract Price shall be adjusted for any actual increase in costs necessarily incurred by Consultant in the performance of the Services. 2.3 No Constructive Service Change Orders No claim for an equitable adjustment in the Contract Price or Contract Time shall be made or allowed unless it is embodied in a Services Change Order agreed to by Owner and Consultant. If Consultant believes it is entitled to an equitable adjustment in the Contract Price or Contract Time that has not been included, or fully included, in a Services Change Order, then Consultant shall submit to Owner a written request for the issuance of, or revision of, a Services Change Order, including the equitable adjustment, or the additional equitable adjustment, in the Contract Price or Contract Time that Consultant claims has not been included, or fully included, in a Services Change Order. Such request shall be submitted before Consultant proceeds with any Services for which Consultant claims an equitable adjustment is due. ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES 3.1 Representation of Compliance A. Scope of Representation. The Services and all of its components shall conform to the requirements of this Contract and shall be performed in accordance with Standard of Performance as defined in Subsection LID D of this Contract (the "Representation of Compliance"). B. Opinions of Cost. It is recognized that neither Consultant nor Owner has control over the costs of labor, material, equipment or services furnished by others or over competitive bidding, market or negotiating conditions, or construction contractors' methods of determining their prices. Accordingly, any opinions of probable Project costs or construction costs provided for herein are estimates only, made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as an experienced and qualified professional, familiar with the industry. Consultant does not guaranty that proposals,bids or actual Project costs or construction costs will not vary from opinions of probable cost prepared by Consultant. Nonetheless, in the event that the engineer's estimate of costs is 20% or more less than the lowest responsible bid received, the Consultant will prepare new materials, if required by the Owner, so that the project can be re-bid or reevaluation without making any additional costs upon the Owner. "Provided, however, that in the event that the lowest bid from a qualified bidder is 25% or more higher than the engineer's estimate, the engineer will work with the Village, at its request, to revise the project documents and will only charge 50% of the regular costs of services for making such modifications." 3.2 Corrections Consultant shall be responsible for the quality, technical accuracy, completeness and coordination of all Services under this Contract. Consultant shall, promptly and without charge, correct all errors in any Services provided by Consultant. 3.3 Risk of Loss The Services shall be provided, performed, and completed at the risk and cost of Consultant. Consultant shall be responsible for damages to property or persons to the extent caused by Consultant's errors, omissions, or negligent acts and for any losses or costs to repair or remedy any work undertaken by Owner based on the Services as a result of any such errors, omissions, or negligent acts. Notwithstanding any other provision of this Contract, Consultant's obligations under this Section 3.3 shall exist without regard to, and shall not be construed to be waived by, the availability or unavailability of any insurance, either of Owner or Consultant, to indemnify, hold harmless, or reimburse Consultant for such damages, losses,or costs. r I ARTICLE IV INSURANCE: INDEMNIFICATION 4.1 Insurance Contemporaneous with Consultant's execution of this Contract, Consultant shall provide certificates and policies of insurance evidencing at least the minimum insurance coverage and limits set forth in Attachment B. For good cause shown, Owner may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as Owner may impose in the exercise of its sole discretion. Such policies shall be in a form reasonably acceptable to Owner. Such insurance shall provide that no change to or cancellation of any insurance, nor any reduction in limits or coverage or other modifications affecting this Agreement, shall become effective until the expiration of 30 days after written notice thereof shall have been given by the insurance company to Owner. Consultant shall, at all times while providing, performing, or completing the Services, including without limitation at all times while providing corrective Services pursuant to Section 3.2 of this Contract, maintain and keep in force, at Consultant's expense, at least the minimum insurance coverage and limits set forth in Attachment B. 4.2 Indemnification Consultant, without regard to the availability or unavailability of any insurance, either of Owner or Consultant, shall, to the fullest extent permitted by law, indemnify, save harmless, and reimburse Owner against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, that may arise or be alleged to have arisen out of or in connection with Consultant's failure to meet its obligations or representations in this Contract or Consultants negligent acts, errors, or omissions except only to the extent caused by the sole negligence of Owner. ARTICLE V PAYMENT i 5.1 Contract Price Owner shall pay to Consultant, in accordance with and subject to the terms and conditions set forth in this Article V and Attachment A, and Consultant shall accept in full satisfaction for providing, performing, and completing the Services, the amount or amounts in the schedule of prices set forth in Attachment A ("Contract Price"), subject to any additions, deductions,or withholdings provided for in this Contract. 5.2 Taxes,Benefits and Royalties The Contract Price includes applicable federal, state, and local taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for j unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar benefits. Consultant shall have no claim or right to claim additional compensation by reason of I the payment of any such tax, contribution,premium, costs,royalties, or fees. 5.3 Progress Payments A. Payment in Installments. The Contract Price shall be paid in monthly installments in the manner set forth in Attachment A ("Progress Payments"). B. Pay Requests. Consultant shall, as a condition precedent to its right to receive each Progress Payment, submit to Owner an invoice accompanied by such receipts, vouchers, and other documents as may be necessary to reasonably establish Consultant's prior payment for all labor, material, and other things covered by the invoice and the absence of any lien or other interest of any party in regard to the Services performed under this Contract. In addition to the foregoing, such invoice shall include (a) employee classifications, rates per hour, and hours worked by each classification, and, if the Services are to be performed in separate phases, for each phase; (b) total amount billed in the current period and total amount billed to date, and, if the Services are to be performed in separate phases, for each phase; (c) the estimated percent completion, and, if the Services are to be performed in separate phases, for each phase; and (d) Consultant's certification that, to the best of Consultant's knowledge, information, and belief, all prior Progress Payments have been properly applied to the Services with respect to which they were paid. Owner may, by written notice to Consultant, designate a specific day of each month on or before which pay requests must be submitted. 5.4 Final Acceptance and Final Payment The Services or, if the Services are to be performed in separate phases, each phase of the Services, shall be considered complete on the date of final written acceptance by Owner of the Services or each phase of the Services, as the case may be, which acceptance shall not be unreasonably withheld or delayed. The Services or each phase of the Services, as the case may be, shall be deemed accepted by Owner if not objected to in writing within 30 days after submission by Consultant of the Services or such phase of Services for final acceptance and payment plus, if applicable, such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Services, or phase of Services, as the case may be. Within 30 days after final acceptance, Owner shall pay to Consultant the balance of the Contract Price or, if the Services are to be performed in separate phases, the balance of that portion of the Contract Price with respect to such phase of the Services, after deducting therefrom charges, if any, against Consultant as provided for in this Contract ("Final Payment"). The acceptance by Consultant of Final Payment with respect to the Services or a particular phase of Services, as the case may be, shall operate as a full and complete release of Owner of and from any and all lawsuits, claims, or demands for further payment of any kind for the Services or, if the Services are performed in separate phases, for that phase of the Services. 5.5 Deductions A. Owner's Right to Withhold. Notwithstanding any other provision of this Contract, Owner shall have the right to deduct and withhold from any Progress or Final Payment that may be or become due under this Contract such amount as may reasonably appear necessary to compensate Owner for any loss due to (1) Services that are defective, nonconforming, or incomplete; (2) liens or claims of lien; (3) claims of Consultant's sub-consultants, suppliers, or other persons regardless of merit; (4) delay by Consultant in the completion of the Services; (5)the cost to Owner, including reasonable attorneys' fees, of correcting any of the aforesaid matters or exercising any one or more of Owner's remedies set forth in Section 6.1 of this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of Owner's determination to deduct and withhold funds, which notice shall state with specificity the amount of, and reason or reasons for, such deduction and withholding. B. Use of Withheld Funds. Owner shall be entitled to retain any and all amounts withheld pursuant to Subsection 5.5A above until Consultant shall have either performed the obligations in question or furnished security for such performance satisfactory to Owner. Owner shall be entitled to apply any money withheld or any other money due Consultant under this Contract to reimburse itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards, and reasonable attorneys' fees (collectively "Costs") incurred, suffered, or sustained by Owner and chargeable to Consultant under this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of each application by Owner of money to reimburse such Costs. 5.6 Accounting Consultant shall keep accounts, books, and other records of all its billable charges and costs incurred in performing the Services in accordance with generally accepted accounting practices, consistently applied, and in such manner as to permit verification of all entries. Consultant shall make all such material available for inspection by Owner, at the office of Consultant during normal business hours during this Contract and for a period of three years after termination of this Contract. Copies of such material shall be furnished, at Owner's expense, upon request. ARTICLE VI REMEDIES 6.1 Owner's Remedies If it should appear at any time prior to Final Payment for all work that Consultant has failed or refused to perform, or has delayed in the performance of, the Services ("Event of Default"), and has failed to cure any such Event of Default within five business days after Consultant's receipt of written notice of such Event of Default, then Owner shall have the right, at its election and without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: 1. Owner may require Consultant, within such reasonable time as may be fixed by Owner, to complete or correct all or any part of the Services that are defective, nonconforming, or incomplete and to such other action as is necessary to bring Consultant and the Services into compliance with this Contract. 2. Owner may terminate this Contract without liability for further payment of amounts due or to become due under this Contract. i 3. Owner may recover from Consultant any and all costs, including reasonable attorneys' fees, incurred by Owner as the result of any Event of Default or as a result of actions taken by Owner in response to any Event of Default. 6.2 Consultant's Remedy Consultant may terminate this Contract upon for failure of Owner to make Progress Payments to which Consultant is entitled if Owner has failed to cure such failure within five business days after Owner's receipt of written notice from Consultant of such failure. 6.3 Terminations and Suspensions by Owner Deemed for Convenience Any termination or suspension by Owner of Consultant's rights under this Contract for an alleged default that is ultimately held unjustified shall automatically be deemed to be a termination or suspension for the convenience of Owner under Section 1.9 of this Contract. ARTICLE VII LEGAL RELATIONSHIPS AND REQUIREMENTS 7.1 Binding Effect This Contract shall be binding on Owner and Consultant and on their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns. Every reference in this Contract to a party shall also be deemed to be a reference to the authorized officers, employees, agents, and representatives of such party. 7.2 Relationship of the Parties Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Contract shall be construed (1)to create the relationship of principal and agent, partners, or joint venturers between Owner and Consultant or (2) to create any relationship between Owner and any sub-consultant of Consultant. 7.3 No Collusion Consultant hereby represents and certifies that Consultant is not barred from contracting with a unit of state or local government as a result of(i)a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless Consultant 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 65 ILCS 5/11-42.1-1; or (ii) 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. Consultant hereby represents that the only persons, firms, or corporations interested in this Contract as principals are those disclosed to Owner prior to the execution of this Contract, and that this Contract is made without collusion with any other person,firm, or corporation. If at any time it shall be found that Consultant has, in procuring this Contract, colluded with any other person, firm, or corporation, then Consultant shall be liable to Owner for all loss or damage that Owner may suffer thereby, and this Contract shall, at Owner's option, be null and void. 7.4 Assignment Consultant shall not (1) assign this Contract in whole or in part, (2)assign any of Consultant's rights or obligations under this Contract, or (3) assign any payment due or to become due under this Contract without the prior express written approval of Owner, which approval may be withheld in the sole and unfettered discretion of Owner; provided, however, that Owner's prior written approval shall not be required for assignments of accounts, as defined in the Illinois Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial Code, 810 ILCS 5/9-318. Owner may assign this Contract, in whole or in part, or any or all of its rights or obligations under this Contract, without the consent of Consultant. 7.5 Confidential Information All information supplied by Owner to Consultant for or in connection with this Contract or the Services shall be held confidential by Consultant and shall not, without the prior express written consent of Owner,be used for any purpose other than performance of the Services. 7.6 No Waiver No act, order, approval, acceptance, or payment by Owner, nor any delay by Owner in exercising any right under this Contract, shall constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or incomplete Services, nor operate to waive any requirement or provision of this Contract or any remedy, power, or right of Owner. 7.7 No Third Party Beneficiaries No claim as a third party beneficiary under this Contract by any person, firm, or corporation (other than Owner and Consultant) shall be made or be valid against Owner or Consultant. 7.8 Notices All notices required or permitted to be given under this Contract shall be in writing and shall be deemed received by the addressee thereof when delivered in person on a business day at the address set forth below or after being deposited in the United States mail, for delivery at the address set forth below by properly addressed, postage prepaid, certified or registered mail, return receipt requested. Notices and communications to Owner shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Doug Patchin, Public Works Director Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Hitchcock Design Group 221 West Jefferson Avenue Naperville, Illinois 60540 Attention: Tim King, ASLA, Principal The foregoing shall not be deemed to preclude the use of other non-oral means of notification or to invalidate any notice properly given by any such other non-oral means. By notice complying with the requirements of this Section 7.8, Owner and Consultant each shall have the right to change the address or addressee or both for all future notices to it, but no notice of a change of address or addressee shall be effective until actually received. 7.9 Governing Laws This Contract and the rights of Owner and Consultant under this Contract shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois; the venue for any legal action arising in connection with this Contract shall be in the Circuit Court of DuPage County, Illinois. i 7.10 Chanties in Laws Unless otherwise explicitly provided in this Contract, any reference to laws shall include such laws as they may be amended or modified from time to time. 7.11 Compliance with Laws and Grants The Services shall be provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations. This requirement includes, but is not limited to, compliance with the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 511-101 et seq. Consultant shall also comply with applicable conditions of any federal, state, or local grant received by Owner or Consultant with respect to this Contract or the Services. Consultant shall be liable for any fines or civil penalties that may be imposed or incurred by a governmental agency with jurisdiction over the Services as a result of Consultant's or its sub-consultants' improper performance of, or failure to properly perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. 7.12 Ownership of Documents Consultant and Consultant's sub-consultants shall be deemed the original authors and owners respectively of materials produced pursuant to this Contract and shall retain all common law, statutory and other reserved rights, including copyrights. Consultant hereby grants and conveys to Owner perpetual, irrevocable non-exclusive rights and license to use all Required Submittals and other materials produced under this Contract for Village purposes and no other purposes. 7.13 Time Except where otherwise stated, references in this Contract to days shall be construed to refer to calendar days. 7.14 Severability The provisions of this Contract shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. 7.15 Entire Agreement This Contract sets forth the entire agreement of Owner and Consultant with respect to the accomplishment of the Services and the payment of the Contract Price therefor, and there are no other understandings or agreements, oral or written, between Owner and Consultant with respect to the Services and the compensation therefor. The proposal attached as Attachment A is attached hereto for reference only and other than as specifically referred to and incorporated herein,the terms and conditions set forth in the proposal do not form part of this Agreement. 7.16 Amendments No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Consultant. IN WITNESS WHEREOF, Owner and Consultant have caused this Contract to be executed in two original counterparts as of the day and year first written above. Village of Oak$ ok By: 'Q'-' Riccardo F. Ginex Village Manager Attest: By: 4aj���Al �'�- Charlotte Pruss Village Clerk Hitchcock es" By: Name: Title: N G�p�r(., Attest: By: Name: Title: ATTACHMENT A PROPOSAL T May 2,2016 f V' John Mayer,PE,CFM Engineering Resource Associates,Inc. ' 3 S 701 West Avenue Warrenville,Illinois 60555 RE: Oak Brook Pedestrian Circulation Improvements Stage 4-Construction Services Dear John, Now that the Village of Oak Brook Pedestrian Circulation Stage 4 improvements project is moving forward to construction,we understand that Engineering Resource Associates,Inc.(ERA)is submitting a proposal to the Village of Oak Brook to provide construction phase engineering services. HDG will provide construction observation and administration services for the work we were responsible for designing as a sub-consultant to ERA. Our role during construction will be to assist ERA related to the items we were responsible for designing,including attending a pre-construction meeting with the selected contractor,reviewing shop drawings and product submittals,periodically reviewing the work on-site,issuing interpretations or clarifications to the construction documents if necessary,reviewing the work at substantial completion and preparing a punch list of items to be completed,and attending a final walk through. The work is outlined in more detail in the attached Scope of Services. We will invoice our work on an hourly basis at our standard hourly rates plus customary expenses for a total fee estimated not-to-exceed$5,000. We understand that the project is scheduled to commence in summer 2016 and be completed by the end of October 2016. We are available to begin work with your authorization based on this schedule and participate as needed during the 221W.Jeffer"Avem construction period. NaPmOe,lilinas6M* Thank you for the opportunity to continue to be involved in this important project for the Village of 63061.1787 Oak Brook. If you have any questions or wish to discuss this proposal in more detail,please don't hesitate to call. hitchaxkdesoyoupxom i Sincerely, Hitchcock Design Group Tim King,ASLA Principal End: Scope of Services Standard Billing Rates P&annuag larxiscopeRrrhirecture ru+��n�wse��,o���� �yx�,aue�«bnw�re�v�d�sr�acvsy,�ib�o�sowlowe�aaua�e�a,. May 2,2016 g Oak Brook Pedestrian Circulation Improvements Stage 4 �� -- Page 1 Scope of Services CONSTRUCTION SERVICES Following award of the work to a Contractor,HDG will provide the following Construction Services. 1. Attend a pre-construction meeting with ERA,Village and Contractor representatives to review: a. Contractor mobilization and staging b. Contractor schedules c. Contractor submittals d. responsibilities e. communications f. payment procedures 2. Review shop drawings,product data and material samples which the Contractor is required to submit,but only for the limited purpose of determining their general conformance with the design concept and information contained in the Contract Documents. This review does not include: a. the accuracy or thoroughness of details such as quantities,dimensions,weights or gauges b. the appropriateness of fabrication or installation processes c. coordination of the work with other trades d. safety precautions 3. Issue interpretations or clarifications of the Contract documents when requested. 4. Observe the work during construction to become familiarized with the progress and quality of the Contractors work and to determine if the work is proceeding in general conformance with the contract documents. 4 site visits are anticipated including the following: a. review layout of sidewalks,crosswalks and curbs(2 visits) b. substantial completion walk through(including preparation of a punch list of items to complete) c. final acceptance walk through(including a recommendation for final acceptance) GENERAL.PROJECT ADMINISTRATION We will manage the performance of our own work throughout the term of the contract by providing the following services: A. Communications 1. Schedule,create agendas and summarize the highlights of periodic meetings that we lead. 2. Collect and disseminate communications from other parties. 3. Periodically inform your representative about our progress. B. Schedules 1. Keep you informed of our schedule and availability to participate in site visits as required. 2. Coordinate the activities of our staff with the project team. C. Staffing 1. Select and assign staff members and/or consultants to appropriate tasks and services. D. File Maintenance 1. Establish and maintain appropriate correspondence,financial,drawing and data files. 2. Maintain appropriate time and expense records. HITCKOCK GROUP creating plocec May 2,2016 j Oak Brook Pedestrian Circulation Improvements Stage 4 Page 2 ADDITIONAL SERVICES We may provide additional services that are not included in the Basic Services,such as,but not limited to: 1. Additional site visits or meetings not specified in this Scope of Services. 2. Detailed written summaries of our work or our recommendations. 3. Services rendered after the time limitations set forth in this contract. 4. Services required due to the discovery of concealed conditions,actions of others,or other circumstances beyond our control. 5. Services required to restart the project if you suspend our work at your convenience for more than 90 days during the performance of our services. 6. Services rendered after Final Acceptance of the Contractor's work or services rendered more than 60 days after Substantial Completion of the Contractor's work. AUTHORIZATION If circumstances arise during our performance of the services outlined which we believe require additional services,we will promptly notify you about the nature,extent and probable additional cost of the additional services,and perform only such additional services following your written authorization. HITCHCtUCK GROUP creating;` ploces { Standard Billing Rates and Expenses Effective March 1,2016 Billing Rates Senior Principal $230 Principal li $180 Principal 1 $165 Senior Associate 11 $150 Senior Associate 1 $130 Associate II $120 Associate 1 $105 Junior Associate 11 $95 Junior Associate 1 $85 Expenses In addition to our standard hourly rates,we invoice qualified sub-consultant fees,travel and reproduction expenses,at 115%of our cost. We will invoice mileage in personal or company-owned cars at 115%of the current IRS reimbursement rate. HITCHCOCK GROUP creoting',,: p ATTACHMENT B INSURANCE REQUIREMENTS Certificates of Insurance shall be presented to the Village within fifteen (15) days after the receipt by the contractor of the Notice of Award and the unexecuted contract, it being understood and agreed that the Village will not approve and execute the contract until acceptable insurance certificates are received and approved by the Village. Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under the contract or permit, either by the contractor,permittee,or their agents,representatives,employees or subcontractors. A contractor or permittee shall maintain insurance with limits no less than: A. General Liability - $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, provided that when the estimated cost of the work in question does not exceed$25,000,the required limit shall be$1,000,000; B. Automobile Liability (if applicable) - $1,000,000 combined single limit per accident for bodily injury and property damage; C. Worker's Compensation and Employer's Liability - Worker's Compensation limits as required by the Labor Code of the State of Illinois and Employer's Liability limits of $1,000,000 per accident. Any deductibles or self-insured retention must be declared to and approved by the Village. At the option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured retention as respects the Village, its officers, officials,employees and volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses to the extent of such deductible or self-insured retention. The policies shall contain,or be endorsed to contain,the following provisions: D. General Liability and Automobile Liability Coverage- (1) The Village, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Insured; premises owned, occupied or used by the Insured. The coverage shall contain no special limitations on the scope of protection afforded to the Village, its officers,officials,employees,volunteers,or agents. (2) The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not contribute with it. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officers, officials, employees, volunteers or agents. (4) The Insured's insurance shall apply separately to each covered party against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Worker's Compensation and Employer's Liability Coverage The policy shall waive all rights of subrogation against the Village, its officers, officials, employees, volunteers and agents for losses arising from work performed by the insured for the Village. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees, volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete, certified copies of all required insurance policies, at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. ACO CERTIFICATE OF LIABILITY INSURANCE E(MM/DD/YYY1� �" 6/8/2812016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Esser Hayes Insurance Group PHONE FAX 1811 High Grove, Suite 139 . 630-355-2077 . 630-355-7996 Naperville IL 60540-9100 EMAIL INSURERS AFFORDING COVERAGE NAIC# INSURERA:West Bend Mutual 15350 INSURED HITCH-1 INSURER B: Hitchcock Design, Inc. INSURER C: 221 W.Jefferson Ave. INSURER D Naperville IL 60540 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 1199384703 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y 2070859 2/7/2016 2/7/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑ OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $300,000 X CONTRACTUAL LIAB MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY jE [_1 LOC PRODUCTS-COMP/OP AGG $3,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y 2070859 2/7/2016 2/7/2017 IN SINGLE LIMIT $ Ea accident 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ AUT OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident A X UMBRELLA LIAB X OCCUR 2070859 2/7/2016 2/7/2017 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DIED TX RETENTION$N/A $ A WORKERS COMPENSATION Y 2070861 2/7/2016 2/7/2017 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE: PEDESTRIAN CIRCULATION AREA G3 PRIMARY/NON-CONTRIBUTORY ADDITIONAL INSURED FOR GENERAL LIABILITY&AUTO LIABILITY WITH A WAIVER OF SUBROGATION ON THE WORKERS COMPENSATION:VILLAGE OF OAK BROOK, ITS OFFICERS, OFFICIALS, EMPLOYEES, VOLUNTEERS AND AGENTS. FORM WB1900 0109 ATTACHED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE VILLAGE OF OAK BROOK THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1200 OAK BROOK ROAD ACCORDANCE WITH THE POLICY PROVISIONS. OAK BROOK IL 60523 AUTHORIZED REPRESENTATIVE 10 2z ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD HITCDES-01 VERMAP2 ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE 6/8/2 D/YYYY) sisnol s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT ME: NAME: Willis Towers Watson Certificate Center N Willis of Illinois,Inc. PHONE FAX c/o 26 Century Blvd A/c No EA..(877)945-7378 No): (888)467-2378 E-MAIL P.O.Box 305191 ADDRESS:-certificates @willis.com Nashville,TN 37230-5191 - -- INSURER(S)AFFORDING COVERAGE NAiC# INSURER A:Continental Casualty Company 20443 INSURED INSURER B: Hitchcock Design Group INSURERC: Mr.Richard G.Hitchcock - - - - _ -- —- 221 W Jefferson Ave INSURER D: Naperville,IL 60540 INSURER E'. INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE IN S D WVD POLICY NUMBER MM/DD MM/DD LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -DAMAGE RENTED CLAIMS-MADE - OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person)- $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ - - -- POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ PRO- I OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) J ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ - -- _ -. NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ - - -- - EXCESS LIAB CLAIMS-MADE AGGREGATE $ DIED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY Y/N _ STAT H UTE.. ANY PROPRIETOR/PAR ER EXCTUDEDXECUTIVE ❑ N/A E L $ EACH ACCIDENT OT (Mandatory DISEASE-EA EMPLOYEE/ $ If es,describe a )der rY -- DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. ILAH591880946 10/15/2015 li 10/15/2016 per Claim/Aggregate: 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZZED4v"a0aw REPRESENTATIVE Villa a of Oak Brook ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD