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Construction Inspection on Call Services CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND TROTTER AND ASSOCIATES, INC. FOR CONSTRUCTION INSPECTION ON-CALL 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 Trotter and Associates, Inc., 40W201 Wasco Road, Suite D, St. Charles, Ill' pis 60175, an engineering firm (the "Consultant"), make this Contract as of I�PNAJQ9 4- l�1 , 2019, 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 dates October 25, 2019 for the Construction Inspection On-Call Services is 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 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 as mutually agreed upon by Owner and Consultant ("Completion Date"). The Owner will contact Consultant a minimum of one week prior to requiring on-site services to allow for scheduling of personnel. 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; 6) 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, 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 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 1.1C 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. 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 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 hourly rates and reimbursable expenses set forth in Attachment A ("Contract Price"), subject to any additions, deductions, or withholdings provided for in this Contract. The contract price shall not exceed $19,500.00. If the price for the Contract in Attachment A is stated as an estimated price based upon the hours actually spent in the project or some other uncertain price standard and the Consultant finds that the estimated price stated in Attachment A will be exceeded, the Consultant shall be required to present in writing to the Owner, a letter indicating that the projected price will not cover all of the work and a new projected price shall be inserted. The Consultant shall not do any work in excess of the initially estimated or later approved maximum price without having received the written approval of the Village Manager. This provision shall not apply in situations in which the Owner requests additional services not covered by this Contract and an agreed-upon price for such services has been authorized in writing by the Village Manager 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. 5.3 Progress Payments A. Payment in Installments. The Contract Price shall be paid in monthly installments. 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. 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 ILLS 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: Trotter and Associates, Inc. 40W201 Wasco Road, Suite D St. Charles, Illinois 60175 Attention: Scott Trotter, P.E., BCEE — President/CEO 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 5/1-101 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. The prevailing rate of wages are revised by the Department of Labor and they are available on the Department's official website. 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. 7.17 Attachments There may be Attachments attached to and made a part of this contract. Some of the Attachment forms may be contract terms or other documents submitted by or involving the duties and obligations of the contractor. Both the Owner and the Contractor agree that any terms or conditions contained within Article VII of this contract supersede and reflect the duties and obligations of the Parties without regard to any contrary provision set forth within any Attachment or exhibit. The exception would be a term or condition specified as superseding this contract and physically initialed by both the Owner and the Contractor. 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 By: Riccardo F. Ginex Village Manager Attest: By: Charlotte Pruss Village Clerk Trotter and Title: Attest: By: Name: Title: ATTACHMENT A PROPOSAL SUBMITTED BY TROTTER AND ASSOCIATES DATES OCTOBER 25, 2019 FOR CONSTRUCTION INSPECTION ON-CALL SERVICES n�3 A OTrIPU iENG!IDNEERS $OCIAT);$, INC. AND SURVEYORS Experienced Professionals-Better Solutions Serving the Community Since 7999 October 251h,2019 Doug Patchin Village of Oak Brook Public Works Director 30031orie Boulevard Oak Brook, Illinois 60523 Re: Construction Inspection On-Call Services Professional Services Letter Agreement and Exhibits Dear Mr. Patchin, Trotter and Associates, Inc. (ENGINEER) is pleased to provide professional services to the Village of Oak Brook (CLIENT) for the Construction Inspection On-Call Services Project (hereinafter referred to as the "PROJECT"). Project Understanding The Village of Oak Brook anticipates a number of commercial development/redevelopment projects over the next several years. Many of these projects will have water main work associated with them, both public and private in nature. In order to ensure that all Village standards are met for each project, the Village has requested that Trotter and Associates provide the services of an experienced construction inspector/resident engineer for observation of water main and associated work. Each project will vary in complexity, duration,and level of inspection required. It is understood that the Village will contact TAI a minimum of one week prior to requiring on-site services to allow for scheduling of personnel.Chris Marschinke(ENG V)will be the initial point of contact to liaison between the Village and inspector (Tech IV). Observation may be part-time or full time during critical periods as requested directly by the Village.Prior to commencing work TAI and the Village will agree upon a level of inspection for each project on a case-by-case basis. Scope of Services Our services will consist of customary civil engineering and related services incidental thereto, described as follows; 1. TAI will provide resident engineering services for water main installation, relocation,and associated work as directed by the Village. The resident engineer will provide daily field reports including documentation of quantities and direct communication with the Village of Oak Brook Public Works Department. 2. Visits to Site and Observation of Construction. In connection with observations of Contractor's work in progress: o Make visits to the Site at intervals appropriate to the various stages of construction, as ENGINEER deems necessary or as directed by the Village, in order to observe as an experienced and qualified design professional the 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 G� l CLIENT Initial NROrl '11F]R TAI Initial ASSOCIIATES, INC. ENGINEERS AND SURVEYORS progress and quality of the Work. Such visits and observations by ENGINEER, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's work in progress or to involve detailed inspections of Contractor's work in progress beyond the responsibilities specifically assigned to ENGINEER in this Agreement but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on ENGINEER's exercise of professional judgment. Based on information obtained during such visits and such observations, ENGINEER will determine in general if Contractor's work is proceeding in accordance with the Contract Documents, and ENGINEER shall keep OWNER informed of the progress of the Work. o The purpose of ENGINEER's visits to the Site, will be to enable ENGINEER to better carry out the duties and responsibilities assigned to and undertaken by ENGINEER duringthe Construction Phase,and, in addition,by the exercise of ENGINEER's efforts as an experienced and qualified design professional,to provide for OWNER a greater degree of confidence that the completed Work will conform in general to the Contract Documents. ENGINEER shall not, during such visits or as a result of such observations of Contractor's work in progress, supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques,sequences,or procedures of construction selected by Contractor, for safety precautions and programs incident to Contractor's work,or for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, ENGINEER neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform its work in accordance with the Contract Documents. Compensation An amount equal to the cumulative hours charged to the Project by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Project,plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. ENGINEER's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit B. The total compensation for services will not exceed$19,500.00. ENGINEER shall not exceed the total estimated compensation amount unless approved in writing by CLIENT. The total estimated compensation for ENGINEER's services included in the breakdown by phases incorporates all labor, overhead, profit, Reimbursable Expenses and ENGINEER's Consultant's charges. The amounts billed for ENGINEER's services will be based on the cumulative hours charged to the PROJECT during the billing period by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class,plus Reimbursable Expenses and ENGINEER's Consultant's charges. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually as of January 11t to reflect equitable changes in the compensation payable to ENGINEER. 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 G CLIENT Initial A sN rrTER TAI Initial ATES, INC:. ENGINEERS AND SURVEYORS Miscellaneous This Agreement constitutes the entire agreement between the parties and supersedes any prior oral or written representations. This agreement may not be changed, modified, or amended except in writing signed by both parties. In the event of any conflict among the exhibits,the exhibit of the latest date shall control. ENGINEER may have portions of the Services performed by its affiliated entities or their employees, in which event ENGINEER shall be responsible for such services and CLIENT shall look solely to ENGINEER as if ENGINEER performed the Services. In no case shall CLIENT'S approval of any subcontract relieve ENGINEER of any of its obligations under this Agreement. However, ENGINEER is not responsible whatsoever for any obligations its subcontractors might have to its[subcontractors']employees,including but not limited to proper compensation of its employees. In the event CLIENT uses a purchase order form or other CLIENT developed document to administer this Agreement,the use of such documents shall be for the CLIENT's convenience only, and any provisions,terms or conditions within the CLIENT developed document shall be deemed stricken, null and void. Any provisions,terms or conditions which the CLIENT would like to reserve shall be added to Exhibit C—Supplemental Conditions and agreed to by both parties. ENGINEER acknowledges that this project and the scope of work performed thereto will require ENGINEER and all lower tiered subcontractors of ENGINEER to comply with all obligations under and pursuant to the any applicable local, state and/or federal prevailing wage laws (e.g. Davis-Bacon Act, Illinois Prevailing Wage Act,etc.),including but not limited to all wage, notice and/or record keeping requirements to the extent applicable, necessitated and required by law. If during negotiations or discussion with a Client it becomes clear that Client has determined prevailing wages are not applicable to the work performed by Trotter&Associates, it is best to confirm that understanding in writing with appropriate indemnification language. The following is draft language to consider: Trotter&Associates' services performed is based on its understanding through the actions, statements and/or omissions of CLIENT that this project [identify] and the work performed relating thereto is professional in nature and not subject to prevailing wage requirements(federal,state or local). If Trotter &Associates'understanding is incorrect,CLIENT agrees and acknowledges that it shall immediately notify Trotter& Associates in writing within forty-eight (48) hours from receiving this notice so that Trotter& Associates may submit a revised proposal and/or invoice reflecting the additional costs associated with applicable prevailing wage laws. If at any time it is determined that this project is or was subject to prevailing wage requirements under federal,state or local law,then CLIENT agrees and acknowledges that it shall reimburse and make whole Trotter & Associates for any back wages, penalties and/or interest owed to its employees or any other third party, including any appropriate governmental agency. CLIENT also agrees that prices,costs and/or applicable fees will also be increased prospectively as required by the increase in wage payments to Trotter&Associates' employees. CLIENT understands and acknowledges that it shall notify Trotter & Associates of any prevailing wage requirements or obligations under applicable laws relating to the work or services performed by Trotter&Associates. CLIENT also agrees to indemnify and hold Trotter&Associates harmless from any error,act or omission on its part with regard to prevailing wage notification that causes any claim, cause of action, harm or loss upon Trotter & Associates,including but not limited to prompt reimbursement to Trotter&Associates of any and all back wages, penalties and/or interest owed to its employees or any other third party, including reasonable attorneys'fees and costs associated with such claim,cause of action, harm or loss. 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 CLIENT Initial AN t>F��f�'1�'+�R TAI Initial ASSOG/IATES, INC. ENGINEERS AND SURVEYORS Contents of Agreement This Letter Agreement and the Exhibits attached hereto and incorporated herein, represent the entire understanding with respect to the Project and may only be modified in writing signed by both parties. IN WITNESS WHEREOF,the parties hereto have executed this Agreement. Village of Oak Brook: Trotter and Associates, Inc.: By: By: Scott Trotter, P.E., BCEE Title: Title: President Effective Date Signed:February 11th,2019 Date: Address for giving notices: Address for giving notices: 40W201 Wasco Road,Suite D. St.Charles, Illinois 60175 Designated Representative Designated Representative Chris Marschinke, P.E. Title: Title:Project Manager Phone Number: Phone Number:630/587-0470 Facsimile Number: Facsimile Number: 630/587-0475 E-Mail Address: E-Mail Address:c.marschinke@trotter-inc.com ATTACHMENTS: EXHIBT A—STANDARD TERMS AND CONDITIONS EXHIBIT B—SCHEDULE OF HOURLY RATES AND REIMBURSIBLE EXPENSES EXHIBIT C—SUPPLEMENTAL GENERAL CONDITIONS EXHIBIT D—CONTRACT ADDENDUM 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-ine.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 C CLIENT Initial R0 rr rr l',,R TAI Initial ASS(XaATES, INC. ENGINEERS AND SURVEYORS EXHIBIT A-STANDARD TERMS AND CONDITIONS B. Upon this Agreement becoming effective,ENGINEER is Table of Contents authorized to begin Services. ARTICLE 2-CLIENT'S RESPONSIBILITIES ARTICLE 1-SERVICES OF ENGINEER 1 1.01 Scope 1 2.01 General ARTICLE 2-CLIENT'S RESPONSIBILITIES 1 A. Provide ENGINEER with all criteria and full information as to 2.01 General 1 CLIENT's requirements for the Project,including design objectives and constraints,space,capacity and performance requirements,flexibility,and expandability,and any budgetary ARTICLE 3-TIMES FOR RENDERING SERVICES 6 limitations;and furnish copies of all design and construction 3.01 General 6 standards which CLIENT will require to be included in the 3.02 Suspension 6 Drawings and Specifications;and furnish copies of CLIENT's standard forms,conditions,and related documents for ENGINEER to include in the Bidding Documents,when ARTICLE 4-PAYMENTS TO ENGINEER 7 applicable. 4.01 Methods of Payment for Services B. Furnish to ENGINEER any other available information pertinent and Reimbursable Expenses of ENGINEER 7 to the Project including reports and data relative to previous 4.02 Other Provisions Concerning Payments 7 designs,or investigation at or adjacent to the Site. C. Following ENGINEER's assessment of initially-available ARTICLE 5-OPINIONS OF COST 7 Project information and data and upon ENGINEER's request, 5.01 Opinions of Probable Construction Cost 7 fiunish or otherwise make available such additional Project 5.02 Designing to Construction Cost Limit 7 related information and data as is reasonably required to enable 5.03 Opinions of Total Project Costs 7 ENGINEER to complete its Basic and Additional Services. Such additional information or data would generally include the following: ARTICLE 6-GENERAL CONSIDERATIONS 7 6.01 Standards of Performance 8 1. Property descriptions. 6.02 Authorized Project Representatives 8 2. Zoning,deed,and other land use restrictions. 6.03 Design without Construction Phase Services 8 6.04 Use of Documents 8 3. Property,boundary,easement,right-of-way,and other special surveys or data,including establishing relevant 6.05 Insurance 9 reference points. 6.06 Termination 10 6.07 Controlling Law 10 4. Explorations and tests of subsurface conditions at or contiguous to the Site,drawings of physical conditions in 6.08 Successors,Assigns,and Beneficiaries 10 or relating to existing surface or subsurface structures at or 6.09 Dispute Resolution 10 contiguous to the Site,or hydrographic surveys,with 6.10 Hazardous Environmental Condition 10 appropriate professional interpretation thereof. 6.11 Allocation of Risks 11 5. Environmental assessments,audits,investigations and 6.12 Notices I I impact statements,and other relevant environmental or 6.13 Survival 11 cultural studies as to the Project,the Site,and adjacent 6.14 Severability 11 areas. 6.15 Waiver 11 6. Data or consultations as required for the Project but not 6.16 Headings 11 otherwise identified in the Agreement or the Exhibits 6.16 Definitions 11 thereto. ARTICLE 1-SERVICES OF ENGINEER D. Give prompt written notice to ENGINEER whenever CLIENT observes or otherwise becomes aware of a Hazardous Environmental Condition or of any other development that affects the scope or time of performance of ENGINEER's 1.01 Scope services,or any deflect or nonconformance in ENGINEER's A. ENGINEER shall provide the Professional Services set forth services or in the work of any Contractor. herein and in the Letter Agreement. E. Authorize ENGINEER to provide Additional Services as set forth in Exhibit D-Contract Addendum(if any)as required. 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 WWW.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit A Standard Terms and Conditions Page 6 Any such Additional Services will not change the total compensation set forth on page 3 of the Letter Agreement N. Attend the pre-bid conference,bid opening,pre-construction without the advance written approval by both parties. conferences,construction progress and other job related meetings,and Substantial Completion and final payment F. Arrange for safe access to and make all provisions for inspections. ENGINEER to enter upon public and private property as required for ENGINEER to perform services under the O. Provide the services of an independent testing laboratory to Agreement. perform all inspections,tests,and approvals of Samples, materials,and equipment required by the Contract Documents, G. Examine all alternate solutions,studies,reports,sketches, or to evaluate the performance of materials,equipment,and Drawings,Specifications,proposals,and other documents facilities of CLIENT,prior to their incorporation into the Work presented by ENGINEER(including obtaining advice of an with appropriate professional interpretation thereof attorney,insurance counselor,and other advisors or consultants as CLIENT deems appropriate with respect to such examination) P. Provide inspection or monitoring services by an individual or and render in writing timely decisions pertaining thereto. entity other than ENGINEER(and disclose the identity of such individual or entity to ENGINEER)as CLIENT determines H. Provide reviews,approvals,and permits from all governmental necessary to verify: authorities having jurisdiction to approve all phases of the Project designed or specified by ENGINEER and such reviews, 1. That Contractor is complying with any Laws and approvals,and consents from others as may be necessary for Regulations applicable to Contractor's performing and completion of each phase of the Project. famishing the Work. I. Provide,as required for the Project: 2. That Contractor is taking all necessary precautions for safety of persons or property and complying with any 1. Accounting,bond and financial advisory,independent cost special provisions of the Contract Documents applicable to estimating,and insurance counseling services. safety. 2. Legal services with regard to issues pertaining to the Q. Provide ENGINEER with the findings and reports generated by Project as CLIENT requires,Contractor raises,or the entities providing services pursuant to paragraphs 2.01.0 and ENGINEER reasonably requests. P. 3. Such auditing services as CLIENT requires to ascertain how or for what purpose Contractor has used the moneys ARTICLE 3-TIMES FOR RENDERING SERVICES paid. 4. Placement and payment for advertisement for Bids in 3.01 General appropriate publications. A. ENGINEER's services and compensation under this Agreement J. Advise ENGINEER of the identity and scope of services of any have been agreed to in anticipation of the orderly and continuous independent consultants employed by CLIENT to perform or progress of the Project through completion. Unless specific furnish services in regard to the Project,including,but not periods of time or specific dates for providing services are limited to,cost estimating,project peer review,value specified in this Agreement,ENGINEER's obligation to render engineering,and constructability review. services hereunder will be for a period which may reasonably be required for the completion of said services. K Furnish to ENGINEER data as to CLIENT's anticipated costs for services to be provided by others for CLIENT so that B. If in this Agreement specific periods of time for rendering ENGINEER may make the necessary calculations to develop services are set forth or specific dates by which services are to be and periodically adjust ENGINEER's opinion of Total Project completed are provided,and if such periods of time or dates are Costs not to exceed the total compensation set forth on Page 3 of changed through no fault of ENGINEER,the rates and amounts the Letter Agreement without the advance written approval of of compensation provided for herein shall be subject to equitable beth parties. adjustment. If CLIENT has requested changes in the scope, extent,or character of the Project,the time of performance of L. If CLIENT designates a manager or an individual or entity other ENGINEER's services shall be adjusted equitably. than,or in addition to,ENGINEER to represent CLIENT at the Site,the duties,responsibilities,and limitations of authority of C. For purposes of this Agreement the term"day"means a calendar such other party shall be disclosed to the ENGINEER and day of 24 hours. coordinated in relation to the duties,responsibilities,and authority of ENGINEER. 3.02 Suspension M. If more than one prime contract is to be awarded for the Work A. If CLIENT fails to give prompt written authorization to proceed designed or specified by ENGINEER,designate a person or with any phase of services after completion of the immediately entity to have authority and responsibility for coordinating the preceding phase,or if ENGINEER's services are delayed activities among the various prime Contractors,and define and through no fault of ENGINEER,ENGINEER may,after giving set forth the duties,responsibilities,and limitations of authority seven days written notice to CLIENT,suspend services under of such individual or entity and the relation thereof to the duties, this Agreement. responsibilities,and authority of ENGINEER is to be mutually agreed upon and made a part of this Agreement before such B. If ENGINEER's services are delayed or suspended in whole or services begin. in part by CLIENT,or if ENGINEER's services are extended by 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit A Standard Terms and Conditions Page 7 Contractor's actions or inactions for more than 90 days through be paid in accordance with Exhibit B for all services no fault of ENGINEER,ENGINEER shall be entitled to performed or furnished and all Reimbursable Expenses equitable adjustment of rates and amounts of compensation incurred through the effective date of termination. provided for elsewhere in this Agreement to reflect,reasonable costs incurred by ENGINEER in connection with,among other 2. In the event of termination by CLIENT for convenience or things,such delay or suspension and reactivation and the fact by ENGINEER for cause,ENGINEER,in addition to that the time for performance under this Agreement has been invoicing for those items identified in subparagraph revised. 4.02.D.1,shall be entitled to invoice CLIENT and shall be C. If ENGINEER fails to perform services under this Agreement, paid a reasonable amount for services and expenses then CLIENT may provide notice of such default to ENGINEER directly attributable to termination,both before and after with an opportunity to cure such default within seven(7)days. the effective date of termination,such as reassignment of If ENGINEER fails to cure the defect within seven(7)days, personnel,costs of terminating contracts with CLIENT may temporarily suspend this Agreement until such ENGINEER's Consultants,and other related close-out default is cured to CLIENT's satisfaction. costs,using methods and rates for Additional Services as set forth in Exhibit B. ARTICLE 4-PAYMENTS TO ENGINEER E. Records ofENGINEER's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement 4.01 Methods of Payment for Services and Reimbursable shall be kept in accordance with generally accepted accounting Expenses of ENGINEER practices. To the extent necessary to verify ENGINEER's charges and upon CLIENT's timely request,copies of such A. For Basic Services. CLIENT shall pay ENGINEER for Basic records will be made available to CLIENT at cost. Services performed or furnished under as outlined in the Letter Agreement F. Legislative Actions. In the event of legislative actions after the Effective Date of the Agreement by any level of government that B. For Additional Services. CLIENT shall pay ENGINEER for impose taxes,fees,or costs on ENGINEER's services or other Additional Services performed or furnished as outlined in costs in connection with this Project or compensation therefore, Exhibit D(if any). such new taxes,fees,or costs shall be invoiced to and paid by CLIENT as a Reimbursable Expense to which a Factor of 1.0 C. For Reimbursable Expenses. CLIENT shall pay ENGINEER shall be applied. Should such taxes,fees,or costs be imposed, for Reimbursable Expenses incurred by ENGINEER and they shall be in addition to ENGINEER's estimated total ENGINEER's Consultants as set forth in Exhibit B upon compensation. CLIENT's receipt of a written receipt or documentation of any such expenses. ARTICLE 5-OPINIONS OF COST 4.02 Other Provisions Concerning Payments 5.01 Opinions of Probable Construction Cost A. Preparation oflnvoices. Invoices will be prepared in accordance with ENGINEER's standard invoicing practices and A. ENGINEER's opinions of probable Construction Cost provided will be submitted to CLIENT by ENGINEER,unless otherwise for herein are to be made on the basis of ENGINEER's agreed. experience and qualifications and represent ENGINEER's best judgment as an experienced and qualified professional generally B. Payment oflnvoices. Invoices are due and payable according to familiar with the industry. However,since ENGINEER has no the terms of the Local Government Prompt Payment Act(50 control over the cost of labor,materials,equipment,or services ILCS 50511)as follows: CLIENT shall approve or disapprove famished by others,or over the Contractor's methods of an invoice from ENGINEER within 30 days after the receipt of determining prices,or over competitive bidding or market such invoice,or within 30 days after the date on which the conditions,ENGINEER cannot and does not guarantee that services were rendered,whichever is later. Any invoice proposals,bids,or actual Construction Cost will not vary from approved for payment shall be paid within 30 days after the date opinions of probable Construction Cost prepared by of approval. If payment is not made within such 30 day period, ENGINEER. If CLIENT wishes greater assurance as to an interest penalty of I%of any amount approved and unpaid probable Construction Cost,CLIENT shall employ an shall be added for each month or fraction thereof after the independent cost estimator. expiration such 30 day period,until final payment is made.In addition,ENGINEER may,after giving seven days written 5.02 Designing to Construction Cost Limit notice to CLIENT,suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, A. If a Construction Cost limit is established between CLIENT and expenses,and other related charges. Payments will be credited ENGINEER,such Construction Cost limit and a statement of first to interest and then to principal. ENGINEER's rights and responsibilities with respect thereto will be specifically set forth in Exhibit C-Supplemental General C. Disputed Invoices. In the event of a disputed or contested Conditions. invoice,only that portion so contested may be withheld from payment,and the undisputed portion will be paid in accordance 5.03 Opinions of Total Project Costs with the Local Government Prompt Payment Act. A. ENGINEER assumes no responsibility for the accuracy of D. Payments Upon Termination. opinions of Total Project Costs. I. In the event of any termination under paragraph 6.06, ARTICLE 6-GENERAL CONSIDERATIONS ENGINEER will be entitled to invoice CLIENT and will 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 WWW.trotter-ine.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit A Standard Terms and Conditions Page 8 ENGINEER have authority over or responsibility for the means, 6.01 Standards of Performance methods,techniques,sequences,or procedures of construction selected by Contractor,for safety precautions and programs A. The standard of care for all professional engineering and related incident to the Contractor's work in progress,nor for any failure services performed or finnished by ENGINEER under this of Contractor to comply with Laws and Regulations applicable Agreement will be the care and skill ordinarily used by members to Contractor's famishing and performing the Work. of ENGINEER's profession practicing under similar circumstances at the same time and in the same locality. J. ENGINEER neither guarantees the performance of any ENGINEER makes no warranties,express or implied,under this Contractor nor assumes responsibility for any Contractor's Agreement or otherwise,in connection with ENGINEER's failure to furnish and perform the Work in accordance with the services. Contract Documents. B. ENGINEER shall be responsible for the technical accuracy of its K. ENGINEER shall not be responsible for the acts or omissions of services and documents resulting therefrom,and CLIENT shall any Contractor(s),subcontractor or supplier,or of any of the not be responsible for discovering deficiencies therein. Contractor's agents or employees or any other persons(except ENGINEER shall correct such deficiencies without additional ENGINEER's own employees)at the Site or otherwise compensation except to the extent such action is directly famishing or performing any of the Contractor's work;or for attributable to deficiencies in CLIENT-famished information. any decision made on interpretations or clarifications of the Contract Documents given by CLIENT without consultation and C. ENGINEER shall perform or furnish professional engineering advice of ENGINEER. and related services in all phases of the Project to which this Agreement applies. ENGINEER shall serve as CLIENT's prime L. The General Conditions for any construction contract documents professional for the Project. ENGINEER may employ such prepared hereunder are to be the"Standard General Conditions ENGINEER's Consultants as ENGINEER deems necessary to of the Construction Contract"as prepared by the Engineers Joint assist in the performance or furnishing of the services. Contract Documents Committee(Document No.1910-8,1996 ENGINEER shall not be required to employ any ENGINEER's Edition)unless both panties mutually agree to use other General Consultant unacceptable to ENGINEER. Conditions. D. ENGINEER and CLIENT shall comply with applicable Laws or 6.02 Authorized Project Representatives Regulations and CLIENT-mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes A. Contemporaneous with the execution of this Agreement, to these requirements atter the Effective Date of this Agreement ENGINEER and CLIENT shall designate specific individuals to may be the basis for modifications to CLIENT's responsibilities act as ENGINEER's and CLIENT's representatives with respect or to ENGINEER's scope of services,times of performance,or to the services to be performed or furnished by ENGINEER and compensation. responsibilities of CLIENT under this Agreement. Such individuals shall have authority to transmit instructions,receive E. CLIENT shall be responsible for,and ENGINEER may rely information,and render decisions relative to the Project on upon,the accuracy and completeness of all requirements, behalf of each respective party. programs,instructions,reports,data,and other information famished by CLIENT to ENGINEER pursuant to this 6.03 Design without Construction Phase Services Agreement. ENGINEER may use such requirements,reports, data,and information in performing or furnishing services under A. Should CLIENT provide Construction Phase services with either this Agreement. CLIENT's representatives or a third party,ENGINEER's Basic Services under this Agreement will be considered to be F. CLIENT shall make decisions and carry out its other completed upon completion of the Final Design Phase or responsibilities in a timely manner and shall bear all costs Bidding or Negotiating Phase as outlined in the Letter incident thereto so as not to delay the services of ENGINEER. Agreement. G. Prior to the commencement of the Construction Phase,CLIENT B. It is understood and agreed that if ENGINEER's Basic Services shall notify ENGINEER of any other notice or certification that under this Agreement do not include Project observation,or ENGINEER will be requested to provide to CLIENT or third review of the Contractor's performance,or any other parties in connection with the Project. CLIENT and Construction Phase services,and that such services will be ENGINEER shall reach agreement on the terms of any such provided by CLIENT,then CLIENT assumes all responsibility requested notice or certification,and CLIENT shall authorize for interpretation of the Contract Documents and for such Additional Services as are necessary to enable ENGINEER construction observation or review and waives any claims to provide the notices or certifications requested. against the ENGINEER that may be in any way connected thereto. H. ENGINEER shall not be required to sign any documents,no matter by whom requested,that would result in the 6.04 Use of Documents ENGINEER's having to certify,guarantee or warrant the existence of conditions whose existence the ENGINEER cannot A. All Documents are instruments of service in respect to this ascertain. CLIENT agrees not to make resolution of any dispute Project,and ENGINEER shall retain an ownership and property with the ENGINEER or payment of any amount due to the interest therein(including the right of reuse at the discretion of ENGINEER in any way contingent upon the ENGINEER's the ENGINEER)whether or not the Project is completed. signing any such certification. B. Copies ofCLIENT-famished data that may be relied upon by L During the Construction Phase,ENGINEER shall not supervise, ENGINEER are limited to the printed copies(also known as direct,or have control over Contractor's work,nor shall hard copies)that are delivered to the ENGINEER. Files in 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit A Standard Terms and Conditions Page 9 electronic media format of text,data,graphics,or of other types 4. Automobile Liability that are furnished by CLIENT to ENGINEER are only for a. Combined Single Limit(Bodily Injury and convenience of ENGINEER. Any conclusion or information Property Damage): obtained or derived from such electronic files will be at the Each Accident $1,000,000 user's sole risk. 5. Professional Liability C. Copies of Documents that may be relied upon by CLIENT are a. Each Occurrence: $2,000,000 limited to the printed copies(also known as hard copies)that are b. General Aggregate: $2,000,000 signed or sealed by the ENGINEER. Files in electronic media format of text data,graphics,or of other types that are furnished The General Liability,Excess or Umbrella Liability,and by ENGINEER to CLIENT are only for convenience of Automobile Liability insurance policies and/or coverages must CLIENT. Any conclusion or information obtained or derived name CLIENT as an additional inured. from such electronic files will be at the user's sole risk. B. CLIENT shall cause ENGINEER and ENGINEER's D. Because data stored in electronic media format can deteriorate or Consultants to be listed as additional insureds on any general be modified inadvertently or otherwise without authorization of liability or property insurance policies carried by CLIENT which the data's creator,the party receiving electronic files agrees that are applicable to the Project: it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted C. CLIENT shall require Contractor to purchase and maintain the data thus transferred. Any errors detected within the 60-day general liability and other insurance as specified in the Contract acceptance period will be corrected by the party delivering the Documents and to cause ENGINEER and ENGINEER's electronic tiles. ENGINEER shall not be responsible to maintain Consultants to be listed as additional insureds with respect to documents stored in electronic media format after acceptance by such liability and other insurance purchased and maintained by CLIENT. Contractor for the Project E. When transferring documents in electronic media format, D. CLIENT and ENGINEER shall each deliver to the other ENGINEER makes no representations as to long term certificates of insurance evidencing the coverage. compatibility,usability,or readability of documents resulting from the use of software application packages,operating E. All policies of property insurance shall contain provisions to the systems,or computer hardware differing from those used by effect that ENGINEER's and ENGINEER's Consultants' ENGINEER at the beginning of this Project. interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against F. CLIENT may make and retain copies of Documents for any of the insureds or additional insureds thereunder. information and reference in connection with use on the Project by CLIENT. Such Documents are not intended or represented to F. At any time,CLIENT may request that ENGINEER,at be suitable for reuse by CLIENT or others on extensions of the CLIENT's sole expense,provide additional insurance coverage, Project or on any other project. Any such reuse or modification increased limits,or revised deductibles that are more protective. without written verification or adaptation by ENGINEER,as If so requested by CLIENT,with the concurrence of appropriate for the specific purpose intended,will be at ENGINEER,and if commercially available,ENGINEER shall CLIENT's sole risk and without liability or legal exposure to obtain and shall require ENGINEER's Consultants to obtain ENGINEER or to ENGINEER's Consultants. CLIENT shall such additional insurance coverage,different limits,or revised indemnify and hold harmless ENGINEER and ENGINEER's deductibles for such periods of time as requested by CLIENT. Consultants fiom all claims,damages,losses,and expenses, including allomeys'fees arising out of or resulting therefrom. G. If there is a discrepancy between the electronic files and the hard copies,the hard copies govern. H. Any verification or adaptation of the Documents for extensions of the Project or for any other project will entitle ENGINEER to further compensation at rates as defined in Exhibit B. 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth below: 1. Workers Compensation&Employer's Liability a. Each Occurrence: $1,000,000 2. General Liability a. Each Occurrence: $1,000,000 b. General Aggregate: $2,000,000 3. Excess or Umbrella Liability a. Each Occurrence: $5,000,000 b. General Aggregate: $5,000,000 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit A Standard Terms and Conditions Page 10 6.06 Termination A. CLIENT and ENGINEER each is hereby bound and the partners,successors,executors,administrators and legal A. The obligation to provide farther services under this Agreement representatives of CLIENT and ENGINEER(and to the extent may be terminated: permitted by paragraph 6.08.13 the assigns of CLIENT and ENGINEER)are hereby bound to the other party to this 1. For cause, Agreement and to the partners,successors,executors, administrators and legal representatives(and said assigns)of a. By either party upon thirty(30)days written notice in such other party,in respect of all covenants,agreements and the event of substantial failure by the other party to obligations of this Agreement. perform in accordance with this Agreement. Notwithstanding,upon agreement of the parties,the B. Neither CLIENT nor ENGINEER may assign,sublet,or transfer party in default or who has otherwise substantially any rights under or interest(including,but without limitation, failed to perform,may be given a chance to cure the moneys that are due or may become due)in this Agreement default within the thirty(30)day notice period. The without the written consent of the other,except to the extent that thirty(30)day notice period and opportunity to cure any assignment,subletting,or transfer is mandated or restricted may thereafter be extended for an additional thirty by law. Unless specifically stated to the contrary in any written (30)days upon agreement of the parties. consent to an assignment,no assignment will release or discharge the assignor from any duty or responsibility under this b. By ENGINEER: Agreement. 1) upon seven(7)days written notice if C. Unless expressly provided otherwise in this Agreement: ENGINEER believes that ENGINEER is being requested by CLIENT to famish or perform services 1. Nothing in this Agreement shall be construed to create, contrary to ENGINEER's responsibilities as a impose,or give rise to any duty owed by CLIENT or licensed professional;or ENGINEER to any Contractor,Contractor's subcontractor, supplier,other individual or entity,or to any surety for or 2) upon seven(7)days written notice if the employee of any of them. ENGINEER's services for the Project are delayed or suspended for more than 90 days for reasons beyond 2. All duties and responsibilities undertaken pursuant to this ENGINEER's control. Agreement will be for the sole and exclusive benefit of CLIENT and ENGINEER and not for the benefit of any other party. The CLIENT agrees that the substance of the provisions of this paragraph 6.08.0 shall appear in the C. By CLIENT: Contract Documents. 1) Upon seven(7)days written notice in the event 6.09 Dispute Resolution of material breaches of this Agreement,which in the opinion of CLIENT,cannot be cured. A. CLIENT and ENGINEER agree to negotiate all disputes between them in good faith for a period of 30 days from the date 2) Upon seven(7)days written notice if the of notice prior to exercising their rights under provisions of this ENGINEER's performance under this Agreement,or under law. In the absence of such an agreement, Agreement is delayed or suspended for a period the parties may exercise their rights under law. of ninety(90)days or more due to no fault of CLIENT and for reasons beyond CLIENT's B. If and to the extent that CLIENT and ENGINEER have agreed control. on a method and procedure for resolving disputes between them arising out of or relating to this Agreement,such dispute 2. For convenience, resolution method and procedure is set forth in Exhibit C, "Supplemental Conditions." a. By CLIENT effective upon the receipt of written notice by ENGINEER. 6.10 Hazardous Environmental Condition B. The terminating party under paragraphs 6.06.A.1 or 6.06.A.2 A. CLIENT represents to Engineer that to the best of its knowledge may set the effective date of termination at a time up to 30 days a Hazardous Environmental Condition does not exist at the later than otherwise provided to allow ENGINEER to Project site. demobilize personnel and equipment from the Site,to complete tasks whose value would otherwise be lost,to prepare notes as to B. CLIENT has disclosed to the best of its knowledge to the status of completed and uncompleted tasks,and to assemble ENGINEER the existence of all Asbestos,PCB's,Petroleum, Project materials in orderly files. Hazardous Waste,or Radioactive Material located at or near the Site,including type,quantity and location. 6.07 Controlling Law and Venue C. If a Hazardous Environmental Condition is encountered or A. This Agreement is to be governed by the law of the State of alleged,ENGINEER shall have the obligation to notify CLIENT Illinois. Venue over any legal action shall be proper only in the and,to the extent of applicable Laws and Regulations, Circuit Court of Kane County. appropriate governmental officials. 6.08 Successors,Assigns,and Beneficiaries D. It is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a Hazardous Environmental Condition. hi the event ENGINEER or any other 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit A Standard Terms and Conditions Page I1 party encounters a Hazardous Environmental Condition, stricken,and all remaining provisions shall continue to be valid ENGINEER may,at its option and without liability for and binding upon CLIENT and ENGINEER,who agree that the consequential or any other damages,suspend performance of Agreement shall be reformed to replace such stricken provision services on the portion of the Project affected thereby until or part thereof with a valid and enforceable provision that comes CLIENT: (i)retains appropriate specialist consuhant(s)or as close as possible to expressing the intention of the stricken contractor(s)to identify and,as appropriate,abate,remediate,or provision. remove the Hazardous Environmental Condition;and(ii) warrants that the Site is in full compliance with applicable Laws 6.15 Waiver and Regulations. A. Non-enforcement of any provision by either party shall not E. CLIENT acknowledges that ENGINEER is performing constitute a waiver of that provision,nor shall it affect the professional services for CLIENT and that ENGINEER is not enforceability of that provision or of the remainder of this and shall not be required to become an"an-anger,""operator," Agreement. "generator,"or"transporter"of hazardous substances,as defined in the Comprehensive Environmental Response,Compensation, 6.16 Headings and Liability Act of 1990(CERCLA),which are or may be encountered at or near the Site in connection with ENGINEER's A. The headings used in this Agreement are for general reference activities under this Agreement. only and do not have special significance. F. If ENGINEER's services under this Agreement cannot be 6.16 Definitions performed because of a Hazardous Environmental Condition,the existence of the condition shall justify ENGINEER's terminating A. Defined terms will be in accordance with EJCDC No.1910-1 this Agreement for cause on 30 days'notice in accordance with (1996 Edition) the procedures set forth in Section 6.06(A)(1). 6.11 Allocation of Risks A. Indemnification 1. To the fullest extent permitted by law,ENGINEER shall indemnify and hold harmless CLIENT,CLIENT's elected officials,officers,directors,partners,and employees from and against any and all costs,losses,and damages (including but not limited to all fees and charges of engineers,architects,attorneys,and other professionals, and all court or arbitration or other dispute resolution costs)caused solely by the negligent acts or omissions of ENGINEER or ENGINEER's officers,directors,partners, employees,and ENGINEER's Consultants in the performance and famishing of ENGINEER'S services under this Agreement. 2. 5. The indemnification provision of paragraph 6.11.A.I is subject to and limited by the provisions agreed to by CLIENT and ENGINEER in Exhibit C,"Supplemental Conditions,"if any. 6.12 Notices A. Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally,or by registered or certified mail postage prepaid,or by a commercial courier service. All notices shall be effective upon the date of receipt. 6.13 Survival A. All express representations,indemnifications,or limitations of liability included in this Agreement will survive its completion or termination for any reason. 6.14 Severability A. Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit A Standard Terms and Conditions Page 12 This Page is intentionally left blank 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Dt CLIENT InitialROTTFR TAI Initial ASSOCa'W r IA'T'ES, INC. ENGINEERS AND SURVEYORS EXHIBIT B SCHEDULE OF HOURLY RATES AND REIMBURSABLE EXPENSES 2019 Reimbursable Expenses 2019 Schedule of Hourly Rates Item Unit Unit Price Classification Billing Rate Engineering Copies Sq.Ft. $0.29 Engineering Intern $54.00 1-249 Sq.Ft. Engineer Level I $106.00 Engineering Copies Sq.Ft. $0.27 Engineer Level II $118.00 250-999 Sq.Ft. Engineer Level III $129.00 Engineering Copies Sq.Ft. $0.25 Engineer Level IV $144.00 1000-3999 Sq.Ft. Engineer Level V $163.00 Engineering Copies Sq.Ft. $0.23 3999 Sq.Ft.&Up Engineer Level VI $188.00 Engineer VII $198.00 Mylar Engineering Copies Each $8.00 up to 24"by 36" Engineer VIII $224.00 Color Presentation Grade Sq.Ft. $5.15 Principal Engineer $228.00 Large Format Print Technician Level I $98.00 Comb Binding>120 Sheets Each $4.75 Technician Level II $112.00 Comb Binding<120 Sheets Each $3.50 Technician Level III $130.00 Technician Level IV $142.00 Binding Strips(Engineering Plans) Each $1.00 Senior Technician $156.00 5 Mil Laminating Each $1.25 GIS Specialist 1 $98.00 Copy 11"x 17" Each $0.50 GIS Specialist II $111.00 -Color GIS Specialist III $146.00 Copy 11"x 17" Each $0.25 -Black and White Clerical Level I $64.00 Clerical Level II $76.00 Copy 8.5"x 11" Each $0.25 -Color Clerical Level III $88.00 SurveyTechnician Level I $66.00 Copy 8.5"x I1" Each $0.12 -Black and White Survey Technician Level II $79.00 Recorded Documents Each $25.00 Survey Crew Chief $156.00 Professional Land Surveyor $188.00 Plat Research Time and Material Department Director $186.00 Per Diem Each Day $30.00 Prevailing Wage Survey Foreman" $185.00 Field/Survey Truck Each Day $45.00 Prevailing Wage Survey Worker" $181.00 Postage and Freight Cost Sub Consultants Cost Plus 5% Mileage Per Mile Federal Rate "Rates will be escalated for Overtime&Holiday Pay to adjust for Premium Time based on the current Illinois Department of Labor Rules Note: On January P of each year,the fees and hourly rates may be escalated by an amount not to exceed five(5)percent. 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-ine.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit B Schedule of Hourly Rates&Reimbursable Expenses Page 2 This Page is intentionally left blank 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 WWW.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 CLIENT Initial TAI Initial IJ-%-Ss()(, R l ' rr l-4,R 1 :� a LIVIES, ING. ENGINEERS AND SURVEYORS EXHIBIT C SUPPLEMENTAL CONDITIONS NONE AT THIS TIME ************************************************************************************** 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph-630.587.0470 Fax 630.597.0475 CLIENT Initial TAI InitialA\ I \ ASso 'LI ITS, INC. ENGINEERS AND SURVEYORS This Page Is Intentionally Left Blank 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 CLIENT Initial TAI Initial TRU11111 2 ,1--1 :�55OCI117'ES, IN(;_ ENGINEERS AND SURVEYORS EXHIBIT D CONTRACT ADDENDUM Project Name: Project No. Addendum No. This is an addendum attached to,made part of and incorporated by reference into the Agreement between CLIENT and ENGINEER for modification of scope and compensation for the PROJECT.All other terms and conditions of the original Agreement between CLIENT and ENGINEER are unchanged by this Contract Addendum and shall remain in full force and effect and shall govern the obligations of both CLIENT and ENGINEER,including obligations created by this Contract Addendum. The contract modifications are described below: 1. 2. 3. CONTRACT SUMMARY Original Contract Amount $ Changes Prior to This Change $ Amount of This Change $ Revised Contract Amount: $ For purposes of expediency,ENGINEER and CLIENT agree that an executed electronic version of this Contract Addendum shall suffice. The original of this Contract Addendum shall be returned to ENGINEER after execution. CLIENT: ENGINEER: I I TROTTER AND ASSOCIATES,INC. SIGNED: TITLE TITLE 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 www.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.587.0475 Exhibit D Contract Addendum Page 2 This Page Is Intendonally Left Blank 38 W.Grand Avenue 40W201 Wasco Road,Suite D Fox Lake,Illinois 60020 WWW.trotter-inc.com St.Charles,Illinois 60175 Ph:630.587.0470 Fax 630.587.0475 Ph:630.587.0470 Fax 630.597.0475 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.