Const. Eng. Srv. for Ped Access G3-ERA140813.CE
CONTRACT BETWEEN
THE VILLAGE OF OAK BROOK
AND ENGINEERING RESOURCE ASSOCIATES
FOR CONSTRUCTION ENGINEERING
SERVICES
In consideration of the agreements set forth below, the Village of Oak Brook, Illinois,
1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and
existing under the laws of the State of Illinois (the "Owner" or "Village"), and Engineering
Resource Associates, 3S701 West Avenue, Suite 150, Warrenville, Illinois 60555, an
engineering firm (the "Consultant"), make this Contract as of v i o -q— cy , 2016, and
hereby agree as follows:
ARTICLE I
THE SERVICES
1.1 Performance of the Services
Consultant shall, at its sole cost and expense, provide, perform, and complete all of the
following services, allofwhich 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:
The Consultant's Proposal attached to this Contract as Attachment A, and
2. With the insurance coverage listed in Attachment B attached to this Contract.
B. hrsurance. Procure and furnish all required certificates and policies of insurance
specified in Attachment B.
C, Standard of Performance. Provide, perform, and complete all of the foregoing in
a professional manner, consistent with the professional standards of care of qualified engineers
doing similar service in the Chicago Metropolitan Area and in full compliance with this Contract
(the "Standard of Performance").
1.2 Completion Date
Consultant shall diligently and continuously perform the Services at such a rate as will
allow the Services to be fully performed and completed in compliance with this Contract not
later than October 20, 2016 ("Completion Date"). The rate of progress and time of completion
are referred to in this Contract as the "Contract Time."
1.3 Reauired Submittals
A. Submittals Required. Consultant shall submit to Owner all reports, documents,
data, and information required to be submitted by Consultant under this Contract (the "Required
Submittals").
B. Time of Submission and Owner's Review. All Required Submittals shall be
provided to Owner no later than the time, if any, specified in Attachment A, or otherwise in this
Contract. If no time for submission is specified for any Required Submittal, then that Submittal
shall be submitted within a reasonable time in light of its purpose and, in all events, in sufficient
time, in Owner's opinion, to permit Owner to review that Submittal same prior to the
commencement of any part of the Services to which that Submittal may relate. Owner shall have
the right to require such corrections as may be necessary to make any Required Submittal
conform to this Contract. No Services -related to any Required Submittal shall be performed by
Consultant until Owner has completed review of such Required Submittal with no exception
noted. Owner's review and approval of any Required Submittal shall not relieve Consultant of
the entire responsibility for the performance of the Services in full compliance with, and as
required by or pursuant to this Contract, and shall not be regarded as any assumption of risk or
liability by Owner, The Consultant shall not be held liable for claims of delay caused by the
Owner's failure to timely review and approve any Required Submittal.
1.4 Review and Incorporation of Contract Provisions
Consultant represents and declares that it has carefully reviewed, and fully understands,
this Contract, including all of its Attachments, all of which are by this reference incorporated
into and made a part of this Contract.
1.5 Financial and Technical Ability to Perform
Consultant represents and declares that it is financially solvent, and has the financial
resources necessary, and has sufficient experience and competent, and has the necessary capital,
facilities, organization, and staff necessary to provide, perform, and complete the Services in full
compliance with, and as required by or pursuant to, this Contract.
1.6 Time
Consultant represents and declares that the Contract Time is sufficient time to permit
completion of the Services in full compliance with, and as required by or pursuant to, this
Contract for the Contract Price.
1.7 Consultant's Personnel and Sub -Consultants
A. Consultant's Personnel. Consultant shall provide all personnel necessary to
complete the Services.
B. Approval and Use of Sub -Consultants. Consultant shall perform the Services
with its own personnel and under the management, supervision, and control of its own
organization unless otherwise approved by Owner in writing. All sub -consultants and
subcontracts used by Consultant shall be acceptable to, and approved in advance by, Owner.
Owner's approval of any sub -consultant or subcontract shall not relieve Consultant of full
responsibility and liability for the provision, performance, and completion of the Services in full
compliance with, and as required by or pursuant to, this Contract. All Services performed under
any subcontract shall be subject to all of the provisions of this Contract in the same manner as if
performed by employees of Consultant. Every reference in this Contract to "Consultant" shall be
deemed also to refer to all sub -consultants of Consultant. Every subcontract shall include a
provision binding the sub -consultant to all provisions of this Contract.
C. Removal of Personnel and Sub -Consultants. If any personnel or sub -consultant
fails to perform the part of the Services undertaken by it in compliance with this Contract or in a
manner reasonably satisfactory to Owner, Consultant, immediately upon notice from Owner,
shall remove and replace such personnel or sub consultant. Consultant shall have no claim for
damages, for compensation in excess of the Contract Price, or for a delay or extension of the
Contract Time as a result of any such removal or replacement.
1.8 Owner's Responsibilities
Owner shall, at its sole cost and expense: (a) designate in writing a person with authority
to act as Owner's representative and on Owner's behalf with respect to the Services except those
matters that may require approval of Owner's Board of Trustees; (b) provide to Consultant all
criteria and full information as to Owner's requirements for the Project or work to which the
Services relate, including Owner's objectives and constraints, schedule, space, capacity and
performance requirements, and budgetary limitations relevant to the Project; (c) provide to
Consultant existing studies, reports, and other available data relevant to the Project; (d) arrange
for access to and make all provisions for Consultant to enter upon public and private property as
reasonably required for Consultant to perform the Services; (e) provide surveys describing
physical characteristics, legal limitations, and utility locations for the Project and the services of
geotechnical engineers or other consultants when such services are reasonably requested by
Consultant and are necessary for the performance of the Services; (f) provide structural,
mechanical, chemical, air and water pollution tests, test for hazardous materials, and other
laboratory and environmental tests, inspections, and reports required by law to be provided by
Owner in connection with the Project; (g) review Required Submittals and other reports,
documents, data, and information presented by Consultant as appropriate; (h) provide approvals
from all governmental authorities having jurisdiction over the Project when such services are
reasonably requested by Consultant; (i) except as provided in Article IV of this Contract, provide
all accounting, insurance, and legal counseling services as may be necessary from time to time in
the judgment of Owner to protect Owner's interests with respect to the Project; 0) attend Project
related meetings; and (k) give written notice to Consultant whenever Owner observes or
otherwise becomes aware of any development that affects the scope or timing of the Services,
provided, however, that failure to give such notice shall not relieve Consultant of any of its
responsibilities under this Contract.
1.9 Owner's Right to Terminate or Suspend Services for Convenience
A. Termination or Suspension for Convenience. Owner shall have the right, at any
time and for its convenience, to terminate or suspend the Services in whole or in part at any time
by written notice to Consultant. Every such notice shall state the extent and effective date of
such termination or suspension. On such effective date, Consultant shall, as and to the extent
directed, stop Services under this Contract, cease all placement of further orders or subcontracts,
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. hr 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.I Representation of Compliance
A. Scope of Representation. The Services and all of its components shall conform to
the requirements of this Contract and shall be performed in accordance with Standard of
Performance as defined in Subsection LID of this Contract (the "Representation of
Compliance").
B. Opinions of Cost. It is recognized that neither Consultant nor Owner has control over the
costs of labor, material, equipment or services furnished by others or over competitive
bidding, market or negotiating conditions, or construction contractors' methods of
determining their prices. Accordingly, any opinions of probable Project costs or
construction costs provided for herein are estimates only, made on the basis of
Consultant's experience and qualifications and represent Consultant's best judgment as
an experienced and qualified professional, familiar with the industry. Consultant does
not guaranty that proposals, bids or actual Project costs or construction costs will not vary
from opinions of probable cost prepared by Consultant. Nonetheless, in the event that the
engineer's estimate of costs is 20% or more less than the lowest responsible bid received,
the Consultant will prepare new materials, if required by the Owner, so that the project
can be re -bid or reevaluation without making any additional costs upon the Owner.
"Provided, however, that in the event that the lowest bid from a qualified bidder is 25%
or more higher than the engineer's estimate, the engineer will work with the Village, at
its request, to revise the project documents and will only charge 50% of the regular costs
of services for making such modifications."
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
indernnify, 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 prices set forth in Attachment A ("Contract Price"), subject to any additions,
deductions, or withholdings provided for in this Contract.
5.2 Taxes. Benefits and Royalties
The Contract Price includes applicable federal, state, and local taxes of every kind and
nature applicable to the Services as well as all taxes, contributions, and premiums for
unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar
benefits. Consultant shall have no claim or right to claim additional compensation by reason of
the payment of any such tax, contribution, premium, costs, royalties, or fees.
5.3 Progress Payments
A. Payment in Installments. The Contract Price shall be paid in monthly installments
in the manner set forth in Attachment A ("Progress Payments").
B. Pay Requests. Consultant shall, as a condition precedent to its right to receive
each Progress Payment, submit to Owner an invoice accompanied by such receipts, vouchers,
and other documents as may be necessary to reasonably establish Consultant's prior payment for
all labor, material, and other things covered by the invoice and the absence of any lien or other
interest of any party in regard to the Services performed under this Contract. In addition to the
foregoing, such invoice shall include (a) employee classifications, rates per hour, and hours
worked by each classification, and, if the Services are to be performed in separate phases, for
each phase; (b) total amount billed in the current period and total arnount 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.
13. 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:
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 tinder 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 ConsuItant's_Reined
Consultant may terminate this Contract upon for failure of Owner to make Progress
Payments to which Consultant is entitled if Owner has failed to cure such failure within five
business days after Owner's receipt of written notice from Consultant of such failure.
6.3 Terminations and Suspensions by Owner Deemed for Convenience
Any termination or suspension by Owner of Consultant's rights under this Contract for an
alleged default that is ultimately held unjustified shall automatically be deemed to be a
termination or suspension for the convenience of Owner under Section 1.9 of this Contract.
ARTICLE VII
LEGAL RELATIONSHIPS AND REQUIREMENTS
7.1 Binding Effect
This Contract shall be binding on Owner and Consultant and on their respective heirs,
executors, administrators, personal representatives, and permitted successors and assigns. Every
reference in this Contract to a party shall also be deemed to be a reference to the authorized
officers, employees, agents, and representatives of such party.
7.2 Relationship of the Parties
Consultant shall act as an independent contractor in providing and performing the
Services. Nothing in, nor done pursuant to, this Contract shall be construed (1)to create the
relationship of principal and agent, partners, or joint venturers between Owner and Consultant or
(2) to create any relationship between Owner and any sub -consultant of Consultant.
7.3 No Collusion
Consultant hereby represents and certifies that Consultant is not barred from contracting
with a unit of state or local government as a result of (i) a delinquency in the payment of any tax
administered by the Illinois Department of Revenue unless Consultant is contesting, in
accordance with the procedures established by the appropriate revenue Act, its liability for the
tax or the amount of the tax, as set forth in 65 ILCS 5/11-42.1-1; or (ii) a violation of either
Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1
et seq. Consultant hereby represents that the only persons, firms, or corporations interested in
this Contract as principals are those disclosed to Owner prior to the execution of this Contract,
and that this Contract is made without collusion with any other person, firm, or corporation. If at
any time it shall be found that Consultant has, in procuring this Contract, colluded with any other
person, firm, or corporation, then Consultant shall be liable to Owner for all loss or damage that
Owner may suffer thereby, and this Contract shall, at Owner's option, be null and void.
7.4 Assignment
Consultant shall not (1) assign this Contract in whole or in part, (2) assign any of
Consultant's rights or obligations under this Contract, or (3) assign any payment due or to
become due under this Contract without the prior express written approval of Owner, which
approval may be withheld in the sole and unfettered discretion of Owner; provided, however,
that Owner's prior written approval shall not be required for assignments of accounts, as defined
in the Illinois Commercial Code, if to do so would violate Section 9-318 of the Illinois
Commercial Code, 810 ILLS 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 Partv Beneficiaries
No claim as a third party beneficiary under this Contract by any person, firm, or
corporation (other than Owner and Consultant) shall be made or be valid against Owner or
Consultant.
7.8 Notices
All notices required or permitted to be given under this Contract shall be in writing and
shall be deemed received by the addressee thereof when delivered in person on a business day at
the address set forth below or after being deposited in the United States mail, for delivery at the
address set forth below by properly addressed, postage prepaid, certified or registered mail,
return receipt requested.
Notices and communications to Owner shall be addressed to, and delivered at, the
following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Doug Patchin, Public Works Director
Notices and communications to Consultant shall be addressed to, and delivered at, the
following address:
Engineering Resource Associates
35701 West Avenue, Suite 150
Warrenville, Illinois 60555
Attention: John F. Mayer, PE, CPM, Project Engineer
The foregoing shall not be deemed to preclude the use of other non -oral means of notification or
to invalidate any notice properly given by any such other non -oral means.
By notice complying with the requirements of this Section 7.8, Owner and Consultant
each shall have the right to change the address or addressee or both for all future notices to it, but
no notice of a change of address or addressee shall be effective until actually received.
7.9 Governing Laws
This Contract and the rights of Owner and Consultant under this Contract shall be
interpreted according to the internal laws, but not the conflict of laws rules, of the State of
Illinois; the venue for any legal action arising in connection with this Contract shall be in the
Circuit Court of DuPage County, Illinois.
7.10 Changes in Laws
Unless otherwise explicitly provided in this Contract, any reference to laws shall include
such laws as they may be amended or modified from time to time.
7.11 Compliance with Laws and Grants
The Services shall be provided, performed, and completed in accordance with all required
governmental permits, licenses, or other approvals and authorizations, and with applicable
statutes, ordinances, rules, and regulations. This requirement includes, but is not limited to,
compliance with the Fair Labor Standards Act; any statutes regarding qualification to do
business; any statutes prohibiting discrimination because of, or requiring affirmative action based
on, race, creed, color, national origin, age, sex, or other prohibited classification, including,
without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and
the Illinois Human Rights Act, 775 ILCS 511-101 etseq. 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 Set -vices 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.
716 Amendments
No modification, addition, deletion, revision, alteration, or other change to this Contract
shall be effective unless and until such change is reduced to writing and executed and delivered
by Owner and Consultant.
IN WITNESS WHEREOF, Owner and Consultant have caused this Contract to be
executed in two original counterp the day and year first written above.
Village of
By:
Village Manager l
Attest: I� r
By:
Charlotte Pruss
Village Clerk
Engineering Resource Assoc
By:
Name:
John F Mayer, 'PE CFM
Title:
Principal
Attest:
By:
_
Name:
T777, Green, PE, CFM _.
Title:
President
ATTACHMENT A
PROPOSAL
RESOURCE ASSOCIATES
May 10, 2016
Mr. Doug Patchin
Director of Public Works
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
SUBJECT: Proposal for Construction Engineering Services
22nd Street Pedestrian Crossing Area G
Oak Brook, Illinois
Dear Doug:
Engineering Resource Associates, Inc. (ERA) is pleased to submit this proposal for construction
engineering services for the 22nd Street Pedestrian Crossing Project. The proposal has been prepared
in accordance with your request for proposal, our familiarity with the project, and our experience on
similar assignments.
Project Understanding
The Pedestrian Crossing at 22nd Street located at the West Entrance Drive into the Oak Brook
Shopping Mall is proposed to be advertised for letting later this month. The award of the project is
anticipated the first week in June. The project consists of the installation of a decorative crosswalk on
the east leg of the intersection. Since traffic signals are located at the intersection, the pedestrian
signals that currently exist will need to be modified. Additionally, the pedestrian signal indications
located on the north and south leg of the intersection will need to be removed since they currently do
not extend to a public sidewalk. Multiple stages are required for the installation of the crosswalk on
22nd Street since a limited number of travelled lanes can be restricted at one time. Therefore, amount
of construction days required to complete this work exceeds what is typically required. The
Construction Engineering Services contract was prepared on the basis of anticipating an amount of 16
actual working days with work beginning in early September and conclude prior to the start of the
holiday shopping season as specified in the contract.
ERA will provide the construction observation, documentation, and Landscape Architecture review
services. Construction Site Observation services are based upon an 8 -hour day. Due to the lead time
in manufacturing the electrical equipment it is anticipated that the contract work will not commence
until all the electrical equipment is delivered and ready to be installed. Should the length of the
construction period extend beyond the completion date or require additional working days, the
construction engineering contract will be extended the corresponding number of additional days
required for construction observation and documentation. The improvements will be constructed in
accordance with plans and spedfications prepared by Hitchcock Design Group and ERA in May 2016.
WARRENVILLE
CHICAGO
CHAMPAIGN
3,,,701 West Avenue. Suite 150
'10 South Rivnrsirie Plaza. Suite 875
2416 Galen Drive
Warrenviile, It. 80555
Chicago, IL 66606
Champaign, IL 61821
P 630.393.3060
P312A-M.78111.
P 217.351..6268
www,eraconsu lta nts.com
Village of Oak Brook
May 10, 2016
The Village of Oak Brook now wishes to retain ERA along with Hitchcock Design Group and Rubino
Engineering as sub -consultants to provide construction observation, catalog cut review, and material
testing services for the project. The contractor will be required to provide construction layout. It is also
our understanding that the contractor, not ERA, will be responsible for ensuring conformance with
State of Illinois Clean Construction or Demolition Debris (CCDD) material disposal requirements.
Scope of Services
ERA will provide construction engineering services in accordance with the following work plan.
Meetings and Coordination - The following meetings are anticipated during the construction
phase of this project:
a. Attend pre -construction meeting with contractor, Village of Oak Brook staff, landscape
architect sub -consultant, utility companies and others.
b. Distribute meeting summaries to attendees and other interested parties.
c. Attend traffic signal turnover of maintenance.
d. Attend progress meetings (2) and coordinate attendees.
2. Shop Drawings & Submittals
a. Record data received, maintain a file of drawings and submissions, and check construction
for compliance with them.
b. Review shop drawings and other submittals from the project contractor for conformance
with the requirements of the contract documents. Notify the Village of any deviations or
substitutions. With the notification, provide the Village with a recommendation for
acceptance or denial, and request direction from the Village regarding the deviation or
substitution.
3. Scheduling
a. Monitor contractor's progress and adherence to project schedule.
b. Review schedule with contractor on a daily basis and require contractor to update schedule
on a weekly basis as necessary.
c. Track and record calendar and working days as they are expended.
4. Construction Observation
a. Provide one full-time resident engineer for the anticipated number of 7 working days
assuming the construction period begins by early September and is completed by October
2016 as outlined in the construction contract.
b. Serve as the Village's liaison with the contractor primarily through the contractor's
superintendent, publidprivate utilities, and various jurisdictional agencies.
c. Arrange required material testing with the testing sub -consultant.
d. Regular review and inspection of traffic and erosion control items.
e. Maintain a database of names, addresses, and telephone numbers of subcontractors,
contractors, suppliers, utility companies, and other entities involved with the project.
f. Alert the Contractor's field superintendent when un -approved materials or equipment are
being used and advise the Village of such occurrences.
5. Material Testing
a. Our material testing sub -consultant, Rubino Engineering, will be on site during pouring
operations to ensure PCC materials meet the requirements of the specifications. A total of
Village of Oak Brook
May 10, 2016
four concrete test pours will be performed.
6. Documentation — ERA will utilize standard IDOT inspection reports and other construction
documentation that complies with IDOT documentation procedures including:
a. Track and measure contract pay item quantities using Inspector's Daily Reports.
b. Keep and maintain a daily diary summarizing contractor operations, coordination activities,
weather, project issues, etc.
c. Collect and file material tickets.
d. Submit project documentation to ERA office for use in reviewing contractor pay request.
Pay Request & Change Order Review
a. Review applications for payment and compare to documentation records on a monthly
basis.
b. Forward recommendations for payment to Village staff.
c. Review change order documentation and justifications.
d. Forward change order recommendations to Village staff.
8. Project Close -Out
a. Meet on-site with Village staff to identify items for the punch list.
b. Meet with contractor to review completion of all punch list items in a timely, responsive
manner.
9. Record Drawings
a. The project contractor will be required to provide construction layout services and to
provide accurate, complete record drawings at the completion of construction.
b. ERA will provide control information and spot check contractor layout. We will also work
with the contractor to ensure a complete set of record drawings is completed.
Schedule
The work is expected to be completed by October 20, 2016 within an anticipated number of 16
working days,
Fees
Fees for construction engineering service described in this proposal are proposed on a direct labor
multiplier, not -to -exceed basis. Our direct labor multiplierfor this assignment will be 2.80 times direct
employee hourly rates. Direct costs will be charged at their actual rate incurred with no markup.
Proposed fees are summarized as follows:
Village of Oak Brook
May 10, 2016
Construction Engineering 184 $18,241.72
Services
Direct Costs, Material Testing $ 6,611.00
& LA Sub -Consultant
Total, Not -To -Exceed
$24,852.72
Fees are based upon an anticipated completion date of October 30, 2016 and an actual number of
working days of 16 days. If the project exceeds beyond this period, additional fees may be required. A
detailed Cost Estimate of Consultant Services form is included on the following pages.
We appreciate the opportunity to submit this proposal and trust that it meets with your approval. if
acceptable, please sign the proposal where indicated below and return one (1) copy for our files. The
attached General Terms and Conditions are expressly incorporated into and are an integral pat of this
proposal for engineering services.
John F. Mayer, PE, CFM
Project Manager
JFM/kkp
Attachments
Enclosure
INC.
O
Village of Oak Brook
Exhibit 1
Acceptance & Authorization Form — May 10, 2016 Proposal
22nd Street Pedestrian Crossing Area G, Oak Brook, Illinois
Engineerin Re c S 'ates, Inc.
Authorized Signature
John F. Mayor, PE CFM
Printed Name and Title
3S701 West Avenue
Suite 150
Warrenville, Illinois 60555
630-393-3060 t, 630-393-2152 f
Please Provide Contact Information:
Mailing Address:
(please provide street address for UPS deliveries)
Telephone & Facsimile Numbers:
Email Address:
INVOICES should be sent via:
If different than above address,
invoices should be addressed to:
Invoice Email Address (if different than above):
Note any billing procedures/forms:
May 10, 2016
Village of Oak Brook
Authorized Signature
Printed Name and Title
Email ❑ USPS Mail ❑ Email & USPS Mail ❑
Attn:
Village of Oak Brook 6 May 10, 2016
Engineering Resource Associates, Inc.
GENERAL TERMS AND CONDITIONS
1. COMPLIANCE WITH LAws: Engineering Resource Associates, Inc. (Engineer) will strive to exercise usual and
customary professional care in his efforts to comply with those laws, codes, ordinance and regulations which are
in effect as of the date of this Agreement.
With specific respect to prescribed requirements of the Americans with Disabilities Act of 1990 or certified
state or local accessibility regulations (ADA), Client understands ADA is a civil rights legislation and that
interpretation of ADA is a legal issue and not a design issue and, accordingly, retention of legal counsel (by
Client) for purposes of interpretation is advisable. As such and with respect to ADA, Client agrees to waive
any action against Engineer, and to indemnify and defend Engineer against any claim arising from
Engineer's alleged failure to meet ADA requirements prescribed.
2. DESIGNATION OP AUTHORIZED REPRESENTATIVE: Each party (to this Agreement) shall designate one or more
persons to act with authority in its behalf in respect to appropriate aspects of the Project. The persons
designated shall review and respond promptly to all communications received from the other party.
3. STANDARD OF PRACTICE: The Engineer will strive to conduct services under this Agreement in a manner
consistent with that level of care and skill ordinarily exercised by members of the profession currently
practicing in the same locality under similar conditions as of the date of this Agreement. No other
representation, express or implied, and no warranty or guarantee is included or intended in this Agreement,
or in any report, opinion, document, or otherwise.
4. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with Articles previously
set forth by Item 1. of this Agreement, together with the laws of the State of Illinois.
6. RESPONSIBILITY of THE ENGINEER: Notwithstanding anything to the contrary which may be contained in this
Agreement or any other material incorporated herein by reference, or in any Agreement between the Client
and any other party concerning the Project, the Engineer shall not have control or be in charge of and shall
not be responsible for the means, methods, techniques, sequences or procedures of construction, or the
safety, safety precautions or programs of the Client, the construction contractor, other contractors or
subcontractors performing any of the work or providing any of the services on the Project. Nor shall the
Engineer be responsible for the acts or omissions of the Client, or for the failure of the Client, any architect,
engineer, consultant, contractor or subcontractor to carry out their respective responsibilities in accordance
with the Project documents, this Agreement or any other agreement concerning the Project, Any provision
which purports to amend this provision shall be without effect unless it contains a reference that the content
of this condition is expressly amended for the purposes described in such amendment and is signed by the
Engineer.
6. CLIENT'S RESPONSIBILITIES: The Client agrees to require the Contractor, to the fullest extent permitted by law,
to indemnify, hold harmless, and defend the Engineer, its consultants, and the employees and agents of any
of them from and against any and all claims, suits, demands, liabilities, losses, damages, and costs
("Losses"), including but not limited to costs of defense, to the extent arising in whole or in part out of the
negligence of the Contractor, its subcontractors, the officers, employees, agents, and subcontractors of any
of them, or anyone for whose acts any of them may be liable, regardless of whether or not such Losses are
caused in part by a party indemnified hereunder. Specifically excluded from the foregoing are Losses arising
out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, or
specifications, and the giving of or failure to give directions by the Engineer, its consultants, and the agents
and employees of any of them, provided such giving or failure to give is the primary cause of Loss.
The Client further agrees to require the Contractor to name the Engineer, its agents and consultants as
additional insureds on the Contractor's policy or policies of comprehensive or commercial general liability
Village of Oak Brook
May 10, 2016
insurance. Such insurance shall include products and completed operations and contractual liability
coverages, shall be primary and non-contributing with any insurance maintained by the Engineer or its
agents and consultants, and shall provide that the Engineer be given thirty days, unqualified written notice
prior to any cancellation thereof.
In the event the foregoing requirements, or any of them, are not established by the Client and met by the
Contractor, the Client agrees to indemnify and hold harmless the Engineer, its employees, agents, and
consultants from and against any and all Losses which would have been indemnified and insured against by
the Contractor, but were not.
When Contract Documents prepared under the Scope of Services of this contract require insurance(s) to be
provided, obtained and/or otherwise maintained by the Contractor, the Client agrees to be wholly responsible
for setting forth any and all such insurance requirements. Furthermore, any document provided for Client
review by the Engineer under this Contract related to such insurance($) shall be considered as sample
insurance requirements and not the recommendation of the Engineer. Client agrees to have their own risk
management department review any and all insurance requirements for adequacy and to determine specific
types of insurance(s) required for the project. Client further agrees that decisions concerning types and
amounts of insurance are specific to the project and shall be the product of the Client. As such, any and all
insurance requirements made part of Contract Documents prepared by the Engineer are not to be
considered the Engineer's recommendation, and the Client shall make the final decision regarding insurance
requirements.
INFORMATION PROVIDED BY OTHERS: The Engineer shall Indicate to the Client the Information needed for
rendering of the services of this Agreement, The Client shall provide to the Engineer such information as is
available to the Client and the Client's consultants and contractors, and the Engineer shall be entitled to rely
upon the accuracy and completeness thereof. The Client recognizes that it is impossible for the Engineer to
assure the accuracy, completeness and sufficiency of such information, either because it is impossible to
verify or because of errors or omissions which may have occurred in assembling the information the Client is
providing. Accordingly, the Client agrees, to the fullest extent permitted by law, to indemnify and hold the
Engineer and the Engineer's subconsultants harmless from any claim, liability or cost (including reasonable
attorneys' fees and cost of defense) for injury or loss arising or allegedly arising from errors, omissions or
inaccuracies in documents or other information provided by the Client to the Engineer.
8. CHANCES: Client reserves the right by written change order or amendment to make changes in requirements,
amount of work, or engineering time schedule adjustments, and Engineer and Client shall negotiate
appropriate adjustments acceptable to both parties to accommodate any changes, if commercially possible.
9. DOCUMENTS DELIVERED TO CLIENT: Drawings, specifications, and reports prepared by Engineer in connection
with any or all of the services furnished hereunder shall be delivered to the Client for the use of the Client.
Engineer shall have the right to retain originals of all Project Documents and drawings for its files.
Furthermore, it is understood and agreed that the Project Documents such as, but not limited to reports,
calculations, drawings, and specifications prepared for the Project, whether in hard copy or machine
readable form, are instruments of professional service intended for one-time use in the construction of this
Project. These Project Documents are and shall remain the property of the Engineer. The Client may retain
copies, including copies stored on magnetic tape or disk, for information and reference in connection with the
occupancy and use of the Project.
It is also understood and agreed that because of the possibility that information and data delivered in
machine readable form may be altered, whether inadvertently or otherwise, the Engineer reserves the right
to retain the original tapes/disks and to remove from copies provided to the Client all identification reflecting
the involvement of the Engineer in their preparation. The Engineer also reserves the right to retain hard copy
originals of all Project Documentation delivered to the Client in machine readable form, which originals shall
be referred to and shall govern in the event of any inconsistency between the two.
The Client understands that the automated conversion of information and data from the system and format
Village of Oak Brook
May 10, 2016
used by the Engineer to an alternate system or format cannot be accomplished without the introduction of
inexactitudes, anomalies, and errors. In the event Project Documentation provided to the Client in machine
readable form is so converted, the Client agrees to assume all risks associated therewith and, to the fullest
extent permitted by law, to hold harmless and indemnify the Engineer from and against all claims, liabilities,
losses, damages, and costs, including but not limited to attorney's fees, arising therefrom or in connection
therewith.
The Client recognizes that changes or modifications to the Engineer's instruments of professional service
introduced by anyone other than the Engineer may result in adverse consequences which the Engineer can
neither predict nor control. Therefore, and In consideration of the Engineer's agreement to deliver its
instruments of professional service in machine readable form, the Client agrees, to the fullest extent
permitted by law, to hold harmless and indemnify the Engineer from and against all claims, liabilities, losses,
damages, and costs, including but not limited to attorney's fees, arising out of or in any way connected with
the modification, misinterpretation, misuse, or reuse by others of the machine readable information and data
provided by the Engineer under this Agreement. The foregoing indemnification applies, without limitation, to
any use of the Project Documentation on other projects, for additions to this Project, or for completion of this
Project by others, excepting only such use as may be authorized, in writing, by the Engineer.
10. REUSE OF DOCUMENTS: All Project Documents including but not limited to reports, original boring logs, field
data, field notes, laboratory test data, calculations, opinions of probable costs, drawings and specifications
furnished by Engineer pursuant to this Agreement are intended for use on the Project only. They cannot be
used by Client or others on extensions of the Project or any other project. Any reuse, without specific written
verification or adaptation by Engineer, shall be at Client's sole risk, and Client shall indemnify and hold
harmless Engineer from all claims, damages, losses, and expenses including attorney's fees arising out of or
resulting therefrom.
11. FORCE MAJEURE: Neither Client nor Engineer shall be liable for any fault or delay caused by any contingency
beyond their control Including but not limited to acts of God, wars, strikes, walkouts, fires, natural calamities,
or demands or requirements of governmental agencies.
12. RELATIONSHIP BETWEEN ENGINEER AND CLIENT: Engineer shall serve as Clients professional engineer
consultant in those phases of the Project to which this Agreement applies. This relationship is that of a buyer
and seller of professional services and as such the Engineer is an independent contractor in the performance
of this Agreement and it is understood that the parties have not entered into any joint venture or partnership
with the other. The Engineer shall not be considered to be the agent of the Client.
13. SUSPENSION OF SERVICES: Client may, at any time, by written order to Engineer (Suspension of Services
Order) require Engineer to stop all, or any part, of the services required by this Agreement. Upon receipt of
such an order, Engineer shall immediately comply with Its terms and take all reasonable steps to minimize
the costs associated with the services affected by such order. Client, however, shall pay all costs incurred
by the suspension, including all costs necessary to maintain continuity and for the resumptions of the
services upon expiration of the Suspension of Services Order. Engineer will not be obligated to provide the
same personnel employed prior to suspension, when the services are resumed, in the event that the period
of suspension is greater than thirty (30) days.
14. TERMINATION: This Agreement may be terminated by either party upon thirty (30) days written notice in the
event of substantial failure by the other party to perform in accordance with the terms hereof through no fault
of the terminating party. This Agreement may be terminated by Client, under the same terms, whenever
Client shall determine that termination is in its best Interests. Cost of termination, including salaries,
overhead and fee, incurred by Engineer either before or after the term [nation date shall be reimbursed by
Client.
15. SUCCESSORS AND ASSIGNS: The terms of this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns: provided, however, that neither party shall assign this
Agreement in whole or in part without the prior written approval of the other.
Village of Oak Brook
May 10, 2016
16. ENTIRE UNDERSTANDING of AGREEMENT: This Agreement represents and incorporates the entire
understanding of the parties hereto, and each party acknowledges that there are no warranties,
representations, covenants or understandings of any kind, matter or description whatsoever, made by either
party to the other except as expressly set forth herein. Client and the Engineer hereby agree that any
purchase orders, invoices, confirmations, acknowledgments or other similar documents executed or
delivered with respect to the subject matter hereof that conflict with the terms of the Agreement shall be null,
void and without effect to the extent they conflict with the terms of this Agreement.
17. AMENDMENT: This Agreement shall not be subject to amendment unless another instrument is duly executed
by duly authorized representatives of each of the parties and entitled "Amendment of Agreement".
18. PAYMENT: Client shall be invoiced once each month for work performed during the preceding period, Client
agrees to pay each invoice within thirty (30) days of its receipt. The client further agrees to pay interest on all
amounts Invoiced and not paid or objected to for valid cause within said thirty (30) day period at the rate of
eighteen (18) percent per annum (or the maximum interest rate permitted under applicable law, whichever is
the lesser) until paid, Client further agrees to pay Engineer's cost of collection of all amounts due and unpaid
after sixty (60) days, including court costs and reasonable attorney's fees, as well as costs attributed to
suspension of services accordingly. In the event legal action is necessary to enforce the payment provisions
of this Agreement, the Engineer shall be entitled to collect from the Client any judgement or settlement sums
due, reasonable attorneys' fees, court costs and expenses incurred by the Engineer in connection therewith
and, in addition, the reasonable value of the Engineer's time and expenses spent in connection with such
collection action, computed at the Engineer's prevailing fee schedule and expense policies, If the Client fails
to make payments when due or otherwise is in breach of this Agreement, the Engineer may suspend
performance of services upon five (5) calendar days' notice to the Client. The Engineer shall have no liability
whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of
this Agreement by the Client. Client will reimburse Engineer for all associated costs as previously set forth in
Item 13 of this Agreement, Payments due Engineer are not contingent upon project approval or project
financing and are the sole responsibility of the Client. If an invoice for work performed by Engineer remains
unpaid sixty (60) days form the date of the invoice and, if there is no written resolution of payment from the
client during the sixty (60) day period, Engineer will stop all work on the assignment.
19. INDEMNIFICATION: Engineer agrees, to the fullest extent permitted by law, to indemnify and hold harmless
Client up to the amount of this contract fee (for services) from loss or expense, including reasonable
attorney's fees to the extent caused by Engineer's negligent acts, errors or omissions in the performance of
professional services under this Agreement. Client agrees, to the fullest extent permitted by law, to
indemnify and hold harmless Engineer from any damage, liability or cost, including reasonable attorneys'
fees and costs of defense, to the extent caused by the Client's negligent acts, errors or omissions and those
of his or her contractors, subcontractors or consultants or anyone for whom the Client is legally liable, and
arising from the project that is the subject of this Agreement. In the event of joint or concurrent negligence of
Engineer and Client, each shall bear that portion of the loss or expense that Its share of the joint or
concurrent negligence bears to the total negligence (including that of third parties) which caused the
personal injury or property damage. Engineer shall not be liable for special, incidental or consequential
damages, including, but not limited to loss of profits, revenue, use of capital, claims of customers, cost of
purchased or replacement power, or for any other loss of any nature, whether based on contract, tort,
negligence, strict liability or otherwise, by reasons of the services rendered under this Agreement,
20. LIMIT of LIABILITY: The Client and the Engineer have discussed the risks, rewards, and benefits of the project
and the Engineer's total fee for services. In recognition of the relative risks and benefits of the Project to
both the Client and the engineer, the risks have been allocated such that the Client agrees that to the fullest
extent permitted by law, the Engineer's total aggregate liability to the Client for any and all injuries, claims,
costs, losses, expenses, damages of any nature whatsoever or claim expenses arising out of this Agreement
from any cause or causes, including attorney's fees and costs, and expert witness fees and costs, shall not
exceed the total Engineer's fee for professional engineering services rendered on this project as made part
of this Agreement. Such causes Included but not limited to the Engineer's negligence, errors, omissions,
Village of Oak Brook 10 May 10, 2016
strict liability or breach of contract. It is intended that this limitation apply to any and all liability or cause of
action however alleged or arising, unless otherwise prohibited by law.
21. NOTICES: Any notice or designation required to be given to either party hereto shall be in writing, and unless
receipt of such notice is expressly required by the terms hereof shall be deemed to be effectively served
when deposited in the mail with sufficient first class postage affixed, and addressed to the party to whom
such notice is directed at such party's place of business or such other address as either party shall hereafter
furnish to the other party by written notice as herein provided.
22. Access AND PERMITS: Client shall arrange for Engineer to enter upon public and private property and obtain
all necessary approvals and permits required from all governmental authorities having jurisdiction over the
Project. Client shall pay costs (including Engineer's employee salaries, overhead and fee) incident to any
effort by Engineer toward assisting Client in such access, permits or approvals, if Engineer perform such
services.
23. WAIVER of CONTRACT BREACH: The waiver of one party of any breach of the Agreement or the failure of one
party to enforce at any time, or for any period of time, any of the provisions hereof, shall be limited to the
particular instance, shall not operate or be deemed to waive any future breaches of this Agreement and shall
not be construed to be a waiver of any provision, except for the particular instance.
24. OPINIONS of PROBABLE COST: Since Engineer has no control over the cost of labor, materials or equipment,
or over the Contractor(s) method of determining process, or over competitive bidding or market conditions,
his opinions of probable Project Construction Cost provided for herein are to be made on the basis of his
experience and qualifications and represent his best judgement as a design professional familiar with the
construction industry, but Engineer cannot and does not guarantee that proposal, bids or the Construction
Cost will not vary from opinions of probable construction cost prepared by him. If prior to the Bidding or
Negotiating Phase, Client wishes greater accuracy as to the Construction Cost, the Client shall employ an
independent cost estimator Consultant for the purpose of obtaining a second construction cost opinion
independent from Engineer.
25. CONSTRUCTION OBSERVATION CLAUSE: The Owner will include the following clause in the construction
contract documents and Owner agrees not to modify or delete it:
Kotecki Waiver; Contractor (and any subcontractor into whose subcontract this clause is incorporated)
agrees to assume the entire liability for all personal injury claims suffered by its own employees, including
without limitation claims under the Illinois Structural Work Act, asserted by persons allegedly injured on the
Project; waives any limitation of liability defense based upon the Workers Compensation Act, court
interpretations of said Act or otherwise; and agrees to indemnify and defend Owner and Engineer and their
agents, employees and consultants (the "Indemnities") from and against all such loss, expense, damage or
injury, including reasonable attorneys' fees, that the indemnities may sustain as a result of such claims,
except to the extent that Illinois law prohibits indemnity for the indemnities' own negligence,
26. SEVERABtuTY OF INVALID PROVISIONS: If any provision of the Agreement shall be held to contravene or to be
invalid under the laws of any particular state, county or jurisdiction where used, such contravention shall not
invalidate the entire Agreement, but it shall be construed as if not containing the particular provisions held to
be invalid in the particular state, country or jurisdiction and the rights or obligations of the parties hereto shall
be construed and enforced accordingly.
27. HAZARDOUS MATERIALS: It is acknowledged by both parties that Engineer's scope of services does not
Include any services related to asbestos or hazardous or toxic materials. In the event Engineer or any other
party encounters asbestos or hazardous or toxic materials at the job site, or should it become known In any
way that such materials may be present at the job site or any adjacent areas that may affect the performance
of Engineer's services, Engineer may at his option and without liability for consequential or any other
damages, suspend performance of services on the project until Client retains appropriate specialist
consultant(s) or contractor(s) to Identify, abate and/or remove the asbestos or hazardous or toxic materials,
Village of Oak Brook it May 10, 2016
and warrant that the job site is In full compliance with applicable laws and regulations
28. RIGHT OF ENTRY: Client hereby grants Engineer and its subcontractors or agents the right to enter from time
to time property owned by Client and/or other(s) in order for Engineer to fulfill the scope of services included
hereunder. Client understands that use of exploration equipment may cause some damage, the correction
of which is not part of this Agreement. Client also understands that the discovery of certain hazardous
conditions and/or taking preventive measures relative to these conditions may result in a reduction of the
Property's value. Accordingly, Client waives any claim against Engineer and its subcontractors or agents,
and agrees to defend, indemnify and hold Engineer harmless from any claim or liability for injury or loss
allegedly arising from procedures associated with subsurface exploration activities or discovery of hazardous
materials or suspected hazardous materials. In addition, Client agrees to compensate Engineer for any time
spent or expenses incurred by Engineer in defense of any such claim with compensation to be based upon
Engineer's prevailing fee schedule and expense reimbursement policy. Engineer shall not be liable for
damage or injury from damage to subterranean structures (pipes, tanks, cables, or other utilities, etc.) which
are not called to Engineer's attention in writing and correctly shown on the diagram(s) furnished by Client to
Engineer.
29. SAMPLES: Soil, rock, water and/or other samples obtained from the Project site are the property of Client.
Engineer shall preserve such samples for no longer than sixty (60) calendar days after the Issuance of any
document that includes the data obtained from them, unless other arrangements are mutually agreed upon in
writing. Should any of these samples be contaminated by hazardous substances or suspected hazardous
substances, it is Client's responsibility to select and arrange for lawful disposal procedures, that is,
procedures which encompass removing the contaminated samples from Engineer's custody and transporting
them to a disposal site. Client is advised that, in all cases, prudence and good judgment should be applied
in selecting and arranging for lawful disposal procedures. Due to the risks to which Engineer is exposed,
Client agrees to waive any claim against Engineer, and to defend, indemnify and hold Engineer harmless
from any claim or liability for injury or loss arising from containing, labeling, transporting, testing, storing, or
other handling of contaminated samples. Client also agrees to compensate Engineer for any time spent and
expenses incurred by Engineer in defense of any such claim, with such compensation to be based upon
Engineer's prevailing fee schedule and expense reimbursement policy.
END OF GENERAL TERMS AND CONDITIONS
SA
Illinois Deparhtert
of Transportation
FIRM NAME EnylneerinO Resource Assoc.Inc.
PRIMEISUPPLEMENT Prlme
CONTRACTTERM 3 MONTHS
START DATE 8,112016
RAISE DATE M112017
ESCALATION PER YEAR
P/v2m6 - to131n616 ��
100.00Y.
1.0000
The total escalation for this project would be:
Payroll Escalation Table
Fixed Raises
New Formula
DATE OW10116
Pro NO.
OVERHEAD RATE
133.20%
COMPLEXITY FACTOR
0
% RAISE
3.00%
0.00.4.
DOE 021 (Re, asset
PRINTED 511012016, 2 A6 Ple
PAGE1
FIRM NAME Engineering Resource Assoc. In
PRIME/SUPPLEMENT Prime
PTB NO.
ESCALATION FACTOR
CLASSIFICATION CURRENT RATE ESCALATED RATE
Professional Engineer VI
$70.00
$70.00
Professional Engineer VI
$65.80
$65.80
Professional Engineer IV
$56.65
$56.65
Professional Engineer III
$45.00
$45.00
Professional Engineer II
$39.50
$39.50
Professional Engineer 1
$34.63
$34.63
Structural Engineer VI
$70.00
$70.00
Structural Engineer III
$42.00
$42.00
Staff Engineer III
$33.00
$33.00
Staff Engineer II
$29.50
$29.50
Staff Engineer 1
$26.00
$26.00
Engineering Tech V
$36.00
$36.00
Engineering Tech IV
$30.00
$30.00
Engineering Tech III
$24.25
$24.25
Engineering Intern II
$15.00
$15.00
Engineering Intern
$12.00
$12.00
Ecological Services Director
$42.25
$42.25
Environmental Specialist 1
$25.50
$25.50
Professional Surveyor 1
$41.00
$41.00
Surveyor III
$24.00
$24.00
Administrative Staff IV
$30.00
$30.00
Administrative Staff III
$25.00
$25.00
Administrative Staff II
$21.75
$21.75
$0.00
$0.00
$0.00
$0.00
$0.00
$O,00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Payroll Rates
DATE 05/10/16
0.00%
BDE 027 (Rev. 2/06)
PRINTED 5/1012016, 2:46 PM
PAGE 2
`�;:/ lirnois Department
T of Transportation
Firm Engineering Resource Assoc. Inc.
Route
Section
County
Job No.
PTB & Item
Date
Overhead Rate
Complexity Factor
133.20%
Cost Estimate of
Consultant Services
(01motLabor Mulllpte)
ITEM
MANHOURS
A
PAYROLL
B
(2.80-R) TIMES
PAYROLL
C
DIRECT
COSTS
D
SERVICES DBE
BY TOTAL
OTHERS
(E) (C+D+E
TOTAL
C+D+E
%OF
GRAND
TOTAL
Meetin s/Cooldina8on
14
547.60
1,533.28
30.00
1,563.28
6.29%
Shop Dneve s/Submittals
4
133.50
373.80
373.60
1.50%
Scheduling
4
118.00
330.40
330.40
1.33%
CondlLction Observation
112
3,697.20
10,352.16
241.00
5,000.00 Hitchcock Design
15,593.16
62.74%
Documentation
16
710.20
1,988.56
1,988.56
8.00%
Walnut Testing
6
208.00
582.40
1,325.00 Rubino Eagiwaring Engineering
1,907.40
7.67%
Pay Request/Change Order
9
363.80
1,018.64
1,018.64
4.10%
Pro'eM Closeout
12
488.60
1,368.08
15.00
1,383.08
5.57%
Record Drawin s
7
248.00
694.40
694.40
2.79%
TOTALS
184
6,514.90
18,241.72
286.00
b6.325.00 0.00
$24,852.72
100.00%
DDE 027 (Rev. 2106)
Panted 511012016,2:46 PM
Page 3
®Illinois Department
of Transportation
Route
Section
county
Job No.
Kellen
Consultant Engineering Resource Assoc. In,
Average Hourly Project Rates
Dale 05110/16
Sheet 1 OF 1
Payroll
Claasifi.tien
Avg
Hourly
Rates
Total Proect Ra les
Hours % Wgtd
I Part. Avg
Hours % Wgttl
Part. Avq
fShQ, Drawings/Sobminals
Hours % Wgtd
Part. Avg
Schcd 1.9
Hours %
Part.
Wgtd
Avg
C..vruellml Obsorva0on
Hours % Wgtd
Part, Av
nocumnnullan
Houre %
Part.
WSW
Avg
Professional Engineer VI
$70110
0
Professional Engineer VI
$65.60
13 1
7.07%
4.65
2
14.29%
9.40
4
3.57%
2.35
4 1
25.00%
1 16.45
Professional Engineer IV
$56.65
0
Professional Engineer 111
$45.D0
38 1
20.65%
9.29
4
28.57%
12.86
1
25.00%
11.25
16
1429%
6.43
6
37.50%
1 16.88
Professional Engineer 11
$39.50
0
Professional Engineer 1
$34.63
0
Structural Engineer VI
$90.00
0
_
Slruqurai Eng! ... r 111
$42.00
0
Staff En ineer 111
$33.00
0
Staff Engineer 11
$29.50
129
70.11%
20.68
8
57.14%
16.86
3
75.00%
22.13
4 100.00%
29.50
92
82.14%
24.23
6
37.50%
11.06
Staff Engineer 1
$26.00
0
Engineering Tech V
$36.00
4
2.17%
0.78
Engineering Tech IV
S30.00
0
Engineering Tech 111
$24,25
0
Engineering Intern 11
$15.00
0
Engineering Intern)
$12.00
0
Ecological Services Director
542.25
0
EavironmentalSpecialist 1
$25.50
0
Professional Surveyor 1
S41.00
0
Surveyor 111
$24.00
0
Adminis0agve Staff IV
S30.001
0
Administrative Staff 111
$25.00
0
Administrative Staff It
$2L75
0
0
_
0
0
0
0
0
0
TOTALS
184
100%
$3541
14
100%
539.11
4
IN%
$33.38
4100%
$29.50
112
100%
$33.01
16
100%
$44.39
BOE 027 (Rev. 2106)
PRINTED 5/1012016, 2:46 PM
PAGE
Illinois Department
of Transportation
Route
Section
County
Job No.
PTBlltem
Consonant E!gineedng Resource Assoc. Inc.
Average Hourly Project Rates
Date 05/10116
Sheet_ 2 _ OF 1
Payroll
Classillcatlon
Avg
Hourly
Rales
Maledal nmino
Hours %
Part,
Wgtd
Avg
Pay R,9.WCh.... Order
Hours % Wgtd
Part. Avg
Fro ocf Closeout
Hours %
Part.
Wgtd
Avg
Record Drawings
Hours %Wgtd
Part.
Hours
Avg
%
Part.
Wgtd Hours
Avg
%
Part.
Wgtd
Professional Engineer VI
$7000
--Avg-
Professional Engineer Vl
$65.00
1
11.11%
731
2
16.67%
10.97
Professional Engineer IV
$56.65
Professional Engineer III
$45.00
2
33.33%
15.00
4
44.44%
20.00
4
33.33%
15.00
1
14.29%
6.43
Professional Engin... 11
$39.50
Professional Engineer 1
$34.63
_
Structural Engineer VI
$70.00
Structural En ineer 111
$42.00
Staff Engineer 111
$33.00
Staff Engineer 11
$29.50
4
66.67%
19.67
4
44.44%
13.11
6
50.00%
14.75
2
26.57%
0.43
Staff En insert
$26.90
En ineerin Tech
536.09
4
5714%
20.57
Engineering Tech IV
$30.00
Engineering Tech 111
$24.25
Engineering Intern 11
I;Moa
Engineering Intern
$12.00
Ecol lcal Services Director
$42.25
EnvironmentalSpecialist 1
$25.50
Professional Surveyor 1
$41.00
Surveyor 111
$24.00
Administrative Staff IV
$30.00
Administrative Siaff III
525.00
Administrative Staff 11
$21.75
TOTALS
6
100%
$34.67
9
100%
$40.42
12
100%
$40.72
7
100%
$35.43 0
0%
$0.00 0
0%
$0.00
BDE 027 (Rev. 2/06)
PRINTED 5/10/2016, 2:46 PM
PAGE 5
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 pennit 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 fiimish
separate certificates and endorsements for each subcontractor. All coverages for
subcontractors shall be subject to all of the requirements stated herein.