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2014 Engineering Services Agreement Ped Access B And C_201409251350301036CONTRACT BETWEEN TITS VILLAGE OF OAK BROOK AND ENGINEERING RESOURCE ASSOCIATES, INC. FOR CONSTRUCTION ENGINEERING SERVICES In consideration of the agreements set forth below, the Village of Oak Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and existing under the laws of the State of Illinois (the "Owner" or "Village"), and Engineering Resource Associates, Inc., 3s701 West Avenue, Suite 150, Warrenville, Illin is 60555, an engineering firm (the "Consultant"), make this Contract as ofc 2014, and hereby agree as follows: ARTICLE I TRE 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 Sug lies. 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: The Consultant's Scope of Work attached to this Contract as Attachment A, and 2. With the insurance coverage listed in Attachment B attached to (his Contract. B. Approvals. Procure and furnish all approvals and authorizations specified in Attachment A. C. Insurance. Procure and furnish all required certificates and policies of insurance specified in Attaclunent B. D. Standard of Performance. Provide, perform, and complete all of the foregoing iu R professional manner, consistent with the professional standards of care of qualified engineers doing similar service in the Chicago Metropolitan Area and in full compliance with this Contract (the "Standard of Performance"). 1.2 Completion Date Consultant shall diligently and continuously perform the Services at such a rate as will allow the Services to be fully performed and completed in compliance with this Contract not later than the "Completion Date" set forth in Attachment A. 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 uo later than the time, if any, specified in Attachment A, or otherwise iu 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 pats 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 Lentil Owner has completed review of such Required Submittal with no exception noted. Owner's review and approval of any Required Submittal shall not relieve Consultaut of the entire responsibility for the performance of the Services in fid[ 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 Lure 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 Coursultant represents and declares that the Contract Time is sufficient time to permit completion of the Services is fill compliance with, and as required by or pursuant to, this Contract for the Contract Price. 1.7 Consultant's Personnel ,nil 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 2 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 fail 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 -lily 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" shalt be deemed also to refer to all sub -consultants of Consultant. Every subcontract shall include a provision binding the sub -consultant to till provisions of this Contract. C. Removal of Personnel and Sub -Consultants. If any personnel or sub -consultant faits 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 ONwor, 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 Ovnter'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 all 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 perforin the Services; (e) provide surveys describing physical characteristics, legal limitations, and utility locations for tate Project and the services of geotechnioal engineers or other consultants when such services are reasonably requested by Consultant and are necessary for the performance of the Services; (0 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 (nate in the judgment of Owner to protect Owner's interests with respect to the Project; (j) attend Project related meetings; and (lc) give prompt 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 ally of its responsibilities under this Contract. 1.9 Owner's Right to Terminate or Suspend Services for Coltvenionco 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 ,lily 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 CHANCES AND DELAYS 2..1 Chauzres 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 au executed Services Change Order from Owner. 2.2 Dela s For any delay that may result fiom 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 adjusftnent, or the additional equitable adjustuent, in the Contract Price or Contract Time that Consultant claims has not been included, or fully included, 11 in a Services Change Order, Such request shall be submitted before Consultant proceeds with any Services for which Consultant claims an equitable adjustment is due, ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES 3,1 Representation of Compliance A. Scope of Representation. The Services and all of its components shall conform to the requirements of this Contract and shall be performed in accordance with Standard of Performance as defined in Subsection LID 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 fiuuished 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 acrd 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. 3.2 Corrections Consultant shall be responsible for the quality, technical accuracy, completeness and coordination of all Set -vices 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, perforated, 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 indemnity, hold harmless, or reimburse Consultant forsuch 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 and from companies with a general rating of A-, and a financial size category of Class V or better, in Best's Insurance Guide and otherwise 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 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 and Attachment A, and Consultant shall accept in full satisfaction for providing, performing, and completing the Services, the amount or amounts in the schedule of prices set forth in Attachment A ("Contract Price"), subject to any additions, deductions, or withholdings provided for in this Contact. 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 sinnilar 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 in the manner set forth in Attachment A ("Progress Payments"), B. Pay Requests. Consultant shall, as a condition precedent to its right to receive each Progress Payment, submit to Owner an invoice accompanied by such receipts, vouchers, and other docurnents 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, acid, 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 ttre 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. 5A 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 shalt 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 shalt 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 atry 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-consuttants, 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 wi8rholding. 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 wider 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 Accountini 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, uponrequest. 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: 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 clue or to become due under this Contract. 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 core such failure withinfive business days after Owner's receipt of written notice from Consultant of such failure. M 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 perrnitted 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 (t) to create the relationship of principal and agent, partners, orjoint 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 focal government as it 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 3313-3 or Section 3313-4 of Article 33E of the Criminal Code of 1961, 720ILCS 5/3313-1 el 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 coiwection with this Contract or the Services shall be held confidential by Consultant and sliall not, without the prior express written consent of Owner, be used for any purpose other than performance of the Services. 7.G No Waiver- No aiverNo 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 tinder 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 Ovnter shall be addressed to, and delivered at, the fallowing address: Village of Oak Brook 1200 Oak Brook Road Oal< Brook, Illinois 60302 Attention: Village Manager Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Engineering Resource Associates, Inc. 3s701 West Avenue, Suite 150 Warrenville, Illinois 60555 Attention: John P. Mayer, Project Manager 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-orat means, 10 �R iyoy13. 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 Oester and Consultant under this Contract shall be interpreted according to the internal laws, but not [lie conflict of laws rules, of the State of Illinois. 7.10 Changes In Lars 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 Taws and Grants The Services shall be provided, performed, and completed in accordance with all required govermncntal permits, licenses, or other approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations, This requirententincludes, 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, colo, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 ed seq., and the Illinois Human Rights Act, 775 ILCS 511-101 of seg. Consultant shall also comply with applicable conditions of any federal, state, or local grant received by Owner or Consultant with respect to this Contract or the Services, Consultant shall be liable for any fines or civil penalties that may be imposed or incurred by a governmental agency with jurisdiction over the Services as a result of Consultant's or its sub -consultants' improper performance of, or failure to properly perform, the Services or any part thereof. livery 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 audios 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 proposes and no other purposes. The Owner agrees to defend and hold the Consultant and the Consultant's consultants harmless from any causes of action, claims, losses, damages and expenses of any nature whatsoever, including reasonable attorney's fees, resulting from any unauthorized reuse 6f the Consultant's and Consultant's sub -consultants' materials. 11 7.13 Time Except where otherwise stated, references in this Contract to clays 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 pail, 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 Eutire 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. 7.16 Amendments No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Consultant, IN WITNESS WHEREOF, Owner and Consultant have caused this Contract to be executed hr two originahcounterp irts as of the clay and year first written above, Village of Oak M Attest: By: Name: Title: Village President Engineerin.1Rcsoarc - s ALUAU. rc. By Name: —&14. Title:�Y%4/✓/a4&24 - 12 .� A x;� { tea., �, }�� ,.�. E ATTACHMENT A L Scope of Services Consultant will provide construction engineering and material testing services for the Pedestrian Access Project B & C, which projects include the construction of crosswalks, the installation of pedestrian signals and lighted bollards, and extending the sidewalks on 16th Street west of Spring Road (Project B), at the intersection of Spring Road and Harger Road (Project C) and, if completed concurrently, the Marriot site (Project OI -private) in accordance with the following work plan: Y. Meetings and Coordination The following meetings are autioipated during the construction phase of this project: Attend pre -construction meeting with contractor, Village of Oak Brook staff, Oakbrook: Mall representative, Oak Brook Club representative, landscape architect sub -consultant, utility companies and others. Weekly project meetings to review contractor progress, discuss project issues, coordinate with projects and view upcoming operations. Distribute meeting summaries to attendees and other interested parties. Coordinate with testing consultant and contractor to ensure material testing conforms to contract requirements. 2. Sloop Dran lugs & Submittals Record data received, maintain a file of drawings and submissions, and check construction for compliance with them. Review shop drawings and other submittals from the project contractor for conformance with the requirements of the contract documents. Notify the Village of any deviations or substitutions. With the notification, provide the Village with a recommendation for acceptance or denial, and request direction from the Village regarding the deviation or substitution. 3. Scheduling Monitor contractor's progress and adherence to project schedule. Review schedule with contractor on a daily basis and require contactor to update schedule on a weekly basis as necessary. Track and record calendar and working days as they are expended. 4. Construction Observation Provide one, full-time resident engineer for the anticipated number of 40 actual days worked. Serve as the Village's liaison with the contractor primarily through the contractor's superintendent, public/private utilities and various jurisdictional agencies. Arrange required material testing with the testing sub -consultant. Review weekly progress, prepare a weekly summary to be approved by the Village and distributed by mail to the interested parties. Daily review and inspection of traffic and erosion control items. Maintain a database of names, addresses and telephone numbers of subcontractors, contractors, suppliers, and utility companies and other entities involved with the project. Alert the contractor's field superintendent when un -approved materials or equipment are being used and advise the Village of such occurrences. 5. Documentation Consultant will utilize standard MOT inspection reports and other construction documentation that complies with IDOT documentation procedures including: Track and measure contract pay item quantities using Inspector's Daily Reports, Keep and maintain a daily diary summarizing contractor operations, coordination activities, weather, project issues, etc. Collect and file material tickets. Prepare weekly reports. Submit project documentation to Consultant office for use in reviewing contractor pay request. Track contractor time and materials expended on extra work items. 6. Material Testing Consultant's material testing sub -consultant, Rubino Engineering, will be on site during pouring operations to ensure PCC materials meet the requirements of the specifications. A total of seven concrete test pours will be performed, 7. Pay Request& Change OrderRevieu, Review applications for payment and compare to documentation records on a monthly basis. Forward recommendations for payment to Village staff. Review change order documentation and justifications. Forward change order recommendations to Village staff. S. Project Close -Out Prepare a list of items for correction by the contractor. Review testing results and incorporate into punch list. Work with Village staff to incorporate items into the punch list. Work with contractor to complete all punch list items in a finely, responsive manner, 9. Construction. Layout and Record Drrnvings The project contractor will be required to provide construction layout services and to provide accurate, complete record drawings at the completion of construction. Consultant will provide control information and spot check contractor layout, Consultant will also work with the contractor to ensure a complete set of record drawings is eotnpleted. II. Schedule The Project Commencement Date is September 22, 2014, and the Project is to be completed by November 21, 2014 within an anticipated number of 40 actual days worked. 111. Fees The Contract Price for the construction engineering services described in the Agreement are on a direct labor multiplier, not to exceed basis. Our direct labor multiplier for this assignment will be 2.80 times direct employee hourly rates. Direct costs will be charged tit their actual rate incurred with no markup. The fees are summarized as follows: Task Hours Pee Construction Engineering Services Direct Costs & Material Testing Sub -Consultant Total, Not -To -Exceed 422 $36,911 $8,575 422 $45,486 Pees are based upon a completion date of November 21, 2014. If the project exceeds beyond this period, additional fees may be required. ATTACHMENT B INSURANCE RE, QUIRE MENTS The Consultant shall obtain insurance of the types and in the amowits listed below: The Consultant and all subcontractors of Consultant performing any work pursuant to this Agreement shall be required to carry such insurance as specified herein. The Consultant and subcontractors shall procure and maintain for the duration of the Agreement 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 $5,000, the required limit shall be $500,000; E. 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 ail 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 shalt 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 fine 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 tosses 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 firnish the Village with certificates of insurance and with original enclorsements effecting coverage required by this provision, The certificate aid 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 fomes 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. - ® AC � CERTIFICATE OF LIABILITY INSURANCE DAT5rMMIDDfYYYY) 09/15/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must he endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-800-527-9049 Holmes Murphy and Associates - Peoria 311 S.W. Water Street CONTACT NAME; PHONE aC No: No E EMAILpIC ADDRESS: INSURERS AFFORDING COVERAGE NAICM Suite 211 Peoria, IL 61602-4108 Paula Dixon INSURER A: SENTINEL INS CO LTD 11000 INSURED Engineering Resource Associates, Inc. INSURER B: HARTFORD ACCIDENT & IND CO 22357 INSURER C: XL SPECIALTY INS CO 37885 INSURER D; 35701 West Street, Suite 150 08/15/15 EACHOCCURRENCE g 1,000,000 NSURER E: INSURER F: nncvo. Warrenville, LL 60555 COVERAGES ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN WITH RESPECT TO WHICH THIS INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSRAaL TYPEOFINSURANCE D SUER Me POLICY NUMBER POLIGYEFF MMIDDIYYYY POLICYEXP MMIDDII'YYY LIMITS LTR JUS, X X 833BAZQ6429 08/15/1 08/15/15 EACHOCCURRENCE g 1,000,000 A GENERAL LIABILITY DAMAGE TO occurr0eace g1, 000,000 XPREMSESEa COMMERCIALGENERAL LIABILITY ME(Anyone person) $ 10,000 CLAIMS -MADE � OCCUR PERSONAL $ADV INJURY $ 1,000,000 GENERALAGGREGATE $ 2,000,000 PRODUCTS COMP/OP AGE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: $ Ee accccident SINGLE LIMIT PRO- X LOC POLICY M X X 83VECNt426841,000,000 OB 15 1 -0-871-571-5 A AUTOMOBILE LIABILITY BODILY INJURY (Per person) It X ANY AUTO ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident AUTOS AUTOS NDN -OWNED X HIREDAUTOS X AUTOS A X UMBRELLA LIAR X OCCUR X X 83SBAZQ6429 08/15/1 08/15/15 FACHOCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE $ WC STATU- OTH- TAIU DED RETENTION$ 10, 000 B WORKERS COMPENSATION X 831VECLV8434 08/15/1 OB/15/15 X O ER F.L. EACH ACCIDENT $ 1,000,000 AND EMPLOYERS' LIABILITY YIN ANY PROPRIETONPARTNENEXECUTIVE El, DISEASEEA EMPLOYE $1,000,000 OFFICEMMEMBER E%CLUOEOV ❑ NIA (Mandatory in NH) If yes, d.o6beunder E.L. DISEASE -POLICY LIMiT $1,000,000 DESCRIPTION OE OPERATIONS below X DPR9718077 08/15/1 08/15/15 Each Claim 2,000,000 C Professional Liability Aggregate 2,000,000 Claims Made DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (Attach AGORD40/, Atltlillonal Remarks schedule, if more space Is regslretl) Village of Oak Brook, IL, its officers, officials, employees and volunteers are additional insured on a primary and non-contributory basis on the general and umbrella liability, Waiver of subrogation applies on all policies. A provision for a 30 -day notice of cancellation to the certificate holder applies on the general, auto and umbrella liability and workers compensation. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE of Oak Brook THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, 1200 Oak Brook Road I AUTHORIZED REPRESENTATIVE Brook, IL 60302 I IYjl"'rev USA ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD tstoeckeril 41424795 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The Insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an Insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever'is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered In your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permisslon. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property awned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an Insured while operating such watercraft with Any other person or your permission. organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 0. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified In Paragraphs a. through f. below are additional Insureds when you have agreed, in a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has agreed to make or normally be added as an additional Insured on your undertakes to make in the usual policy, provided the injury or damage occurs subsequent to the execution of the contract or course of business, in connection agreement, or the Issuance of the permit. with the distribution or sale of the A person or organization is an additional products; (f) Demonstration, installation, insured under this provision only for that servicing repair operations, period of time required by the contract, except suchh operations performed agreement or permit, at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an (g) Products which, after distribution additional insured by an endorsement Issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional Insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; or F. — Optional Additional Insured Coverages. (h) "Bodily injury" or "property a. Vendors damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury' or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on Its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part (I) The exceptions contained in provides coverage for "bodily injury" or Subparagraphs (d) or (f); or "property damage" included within the "products -completed operations hazard". (ii) Such inspections, adjustments, tests or servicing as the vendor (1) The insurance afforded to the vendor has agreed to make is subject to the following additional undertakes to make inn the the usual exclusions: course of business, in This Insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement; (1) Any person or organization from (b) Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising Injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when p maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions Insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. (2) With respect to the Insurance afforded whom you lease land or premises, but only with respect to liability arising out to these additional Insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) 'Bodily injury", "property damage" leased to you. or 'personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any 'occurrence" which takes (b) 'Bodily injury" or "property damage" included within the "products - place after you cease to lease that completed operations hazard". land or be a tenant in that premises; or f; Any Other Party (b) Structural alterations, new 1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for 'bodily injury", organization. 'property damage" or 'personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or (1) Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for 'bodily on your behalf: injury", 'property damage" or 'personal and advertising injury" caused, in whole the performance of your (a) In P or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work' and or included within the "products - (b) In the performance of your completed operations hazard", but _ ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the Insurance afforded agreement requires you to to these additional insureds, the provide such coverage to such additional Insured; and following additional exclusion applies: This Insurance does not apply to (ii) This Coverage Part provides "bodily injury", 'property damage" or coverage for "bodily injury" or "personal and advertising injury" 'properly damage" included within the "products - arising out of the rendering of or the completed operations hazard". failure to render any professional services by orfor you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, 'Bodily injury", 'property damage" or reports, surveys, field orders, 'personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural,.englneeringorsurveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured Is described in the Other Insurance Condition In Section E. — Liability And Medical Expenses General Conditions. No person or organization Is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a, Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown In the Declarations. b. Damages because of all other "bodily injury", 'property damage" or 'personal and advertising Injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to 'property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising .out of any one 'occurrence" is the Liability and Medical Expenses Limit shown In the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5, Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part Is the lesser of: a. The limits of Insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional Insured by that insurance;or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This Insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. if other insurance is also primary, we will share with all that other insurance by the method described in c. below.` (b) Primary And Non -Contributory To Other Insurance When Required By Contract if you have agreed in a written contract, written agreement or permit that this Insurance is primary and non-contributory with the additional Insured's own insurance, this insurance is primary and we will not seek contribution from that other Paragraphs (a) and (b) do not apply to other insurance to which the additional Insured has been added as an additional Insured. When this Insurance is excess, we will have no duty under this Coverage Part to defend the Insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other Insurance that Is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other Insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to Impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 83 WEC LV8434 Endorsement Number: Effective Date: 08/15/14 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: ENGINEERING RESOURCE ASSOCIATES, INC. 3S701 WEST STREET SUITE 150 WARRENVILLE IL 60555 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: SUBJECT SECTION I PARTS ONE and TWO 01 We Will Also Pay PART -THREE 02 How This Insurance Works PART - SIX 03 Transfer of Your Rights and Duties 04 Liberalization SECTION II VOLUNTARY COMPENSATION INSURANCE 05 Voluntary Compensation Insurance A. How This Insurance Applies B. We Will Pay C. Exclusions D, Before We Pay E. Recovery From Others F. Employers' Liability Insurance EMPLOYERS' LIABILITY STOP GAP ENDORSEMENT 06 Employers' Liability Stop Gap Coverage A. Stop Gap Coverage Limited to North Dakota, Ohio, Washington, and Wyoming INDEX PAGE 2 2 2 2 2 2 2 2 2 2 2 2 3 3 3 3 3 3 SUBJECT B. Part One Does Not Apply. C. Application of Coverage D. Additional Exclusions EXTENDED OPTIONS 01 Employers' Liability Insurance 02 UnfnfentiaualF.�iluretmDLVI—O Waiverof Our Right to Recoverfrom Others Foreign Voluntary Compensation B. We Will Reimburse C. Exclusions D. Before We Pay E. Recovery From Others R Reimbursement For Actual Loss Sustained G. Repatriation H. Endemic Disease 05 Longshore and Harbor Workers' Compensation Act Coverage Endorsement SECTION III 01 Schedule of Covered States MW PAGE Form WC 99 03 81 Printed in U.S.A. Page 1 of 6 Process Date: 05/31/14 Policy Expiration Date: 0e/15/15 © 2000, The Hartford 4 4 4 4 5 5 5 SECTION I PARTS ONE and TWO PART THREE 2, How This Insurance Applies 1. WE WILL ALSO PAY Paragraph 4. of A. How This Insurance D. We Will Also Pay of Part One (WORKERS' Applies of Part 3 (Other States Insurance) is COMPENSATION INSURANCE); and replaced by the following: E. We Will Also Pay of Part Two 4. If you have work on the effective date of this (EMPLOYERS' LIABILITY INSURANCE) is policy In any state not listed in Item 3.A. of replaced by the following: the Information Page, coverage will not be We Will Also Pay afforded for that state unless we are notified We will also pay these costs, in addition to within sixty days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties 1. reasonable expenses Incurred at our C. Transfer Of Your Rights and Duties of request, INCLUDING loss of earnings; Part 6 (Conditions) is replaced by the 2. premiums for bonds to release following: attachments and for appeal bonds in Your rights or duties under this policy may bond amounts up to the limit of our not be transferred without our written liability under this insurance; consent. 3. litigation costs taxed against you; If you die and we receive notice within sixty 4. Interest on a judgment as required by days after your death, we will cover your law until we offer the amount due under legal representative as insured. this law; and 4. Liberalization 5. expenses we incur. If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION AND to work in a state shown in Item 3.A. of EMPLOYERS' LIABILITY COVERAGE the Information Page. 3. The bodily injury must occur in the 5. Voluntary Compensation Insurance United States of America, its territories A. How This Insurance Applies or possessions, or Canada, and may This insurance applies to bodily injury by occur elsewhere If the employee is a accident or bodily injury by disease. Bodily United States or Canadian citizen, or Injury includes resulting death. otherwise legal resident, and legally 1. The bodily Injury must be sustained by employed, in the United States or Canada and temporarily away from any officer or employee not subject to those places. the workers' compensation law of any state shown in Item 3.A. of the 4. Bodily Injury by accident must occur Information Page. during the policy period. 2. The bodily injury must arise out of and In 5. Bodily injury by disease must be caused the course of employment or incidental or aggravated by the conditions of the Form WC 99 03 81 Printed in U.S.A. Page 2 of 6 officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury Intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, In writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once, If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. If the persons entitled to the benefits of this insurance make a recovery from others, they must reimburse us for the benefits we paid them. F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) applies to bodily injury covered by this endorsement as though the State of Employment was shown in Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey or Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in North Dakota, Ohio, Washington, and Wyoming. B. Part One (Workers' Compensation Insurance) does not apply to work in states shown in Paragraph A above. C. Part Two (Employers' Liability Insurance) applies in the states, shown in Paragraph A., as though they were shown In Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions Is changed by adding these exclusions. This insurance does not cover; 5, bodily injury intentionally caused or aggravated by you or in Ohio bodily Injury resulting from an , act which is determined by an Ohiocourt of law to have been committed by you with the belief that an injury is substantially certain to occur. However, the cost of defending such claims or suits in Ohio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect to which you are deprived of any defense or defenses or are otherwise subject to penalty because of default in premium under the provisions of the workers' compensation law or laws of a state shown in Paragraph A. Form WC 99 03 81 Printed in U.S.A. Page 3 of 6 EXTENDED OPTIONS 1. Employers' Liability Insurance Item 3.13. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work In each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability are unlimited. In this provision the limits are changed from $500,000 to $1,000,000 in California. 2, Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy, we shall not deny coverage under this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or Indirectly to benefit anyone not named in the agreement. B. This provision 3. does not apply in the states of Pennsylvania and Utah. 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily Injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.I. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily Injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amounts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions Imposed by the laws or regulations of the United States of America In effect as of the inception date of this policy. 2, any obligation imposed by a workers' compensation or occupational disease law, or similar law. 3. bodily Injury intentionally caused or aggravated by you. Form WC 99 03 81 Printed In U.S.A. Page 4 of 6 4. liability for any consequence, whether direct or Indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2, transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury or death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. if persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States of America necessarily incurred as a direct result of bodily injury. Our reimbursement shall be limited as follows: 1, to the amount by which such expenses exceed the normal cost of returning the officer or employee if In good health, or 2. in the event of death, to the amount by which such expenses exceed the normal cost of returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed the bodily injury by accident limit shown in Item 3.B. of the Information Page as respects any one such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any endemic diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensation Act Coverage General Section C. Workers' Compensation Law is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the workers or workers' compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page and the Longshore and Harbor Workers' Compensation Act (33 USC Sections 901-950). It includes any amendments to those laws that are in effect during the policy period. It does not include any other federal workers or workers' compensation law, other federal occupational disease law or the provisions of any law that provide nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to work subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject to the Defense Base Act, the Outer Continental Shelf Lands Act, or the Nonappropriated Fund Instrumentalities Act, Form WC 99 03 81 Printed in U.S.A. Page 5 of 6 SECTION III 1, SCHEDULE OF COVERED STATES A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States; IL B. If a state, shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. Form WC 99 03 81 Printed in U.S.A. Page 6 of 6