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Fert, Broadleaf Weed, Crabgrass and Pre-Eemergent Weed Control VILLAGE OF OAK BROOK CONTRACT FOR THE FERTILIZATION,BROADLEAF WEED, CRABGRASS AND PRE-EMERGENT WEED CONTROL Full Name of Contractor: TruGreen, L.P. ("Contractor") Principal Office Address: 7650 West 99th Street, Hickory Hills, Illinois 60457 Contact Person:Anthony Tomain Telephone Number: (708) 270-5015 TO: Village of Oak Brook("Village") 1200 Oak Brook Road Oak Brook, Illinois Attention: John Temes, Field Operations Supervisor Contractor warrants and represents that Contractor has carefully examined the Work Sites described below and has reviewed and understood all documents included, referred to, or mentioned in this bound set of documents. 1. Work A. Contract and Work. Contractor acknowledges, and agrees, that Contractor shall, at its sole cost and 5. Miscellaneous. Do all other things required expense, provide, perform, and complete, in the manner of Contractor by this Contract; and specified and described, and upon the terms and conditions set forth, in this Contract, all of the following, 6. Quality. Provide, perform, and complete all all of which is herein referred to as the"Work": of the foregoing in a proper and workmanlike manner, consistent with the standards of 1. Labor, Equipment, Materials, and Supplies. recognized professional firms in performing Provide, perform, and complete, in the Work of a similar nature, in full compliance manner specified and described in this with, and as required by or pursuant, to this Contract, all necessary work, labor, services, Contract, and with the greatest economy, transportation, equipment, materials, efficiency, and expedition consistent supplies, information, data, and other means therewith, with only new, undamaged, and and items necessary for Fertilization, first quality equipment, materials, and Broadleaf Weed, Crabgrass, and Pre- supplies. Emergent Weed Control, as specified in Exhibit A, attached hereto, in Oak Brook, B. Performance Standards. Contractor Illinois 60523 ("Work Site"); acknowledges and agrees that all Work shall be fully provided, performed, and completed in accordance with 2. Permits. The Village will furnish all the specifications in Exhibit A. In the event the quality permits, licenses, and other governmental of service becomes unacceptable, the Village reserves approvals and authorizations necessary in the right to cancel the contract after giving thirty (30) connection therewith; day written notice. 3. Bonds and Insurance. Procure and furnish C. Responsibility for Damage or Loss. Contractor all bonds and all insurance certificates and proposes, and agrees, that Contractor shall be policies of insurance specified in this responsible and liable for, and shall promptly and Contract; without charge to Village repair or replace, any damage done to, and any loss or injury suffered by, the Village, 4. Taxes. Pay all applicable federal, state, and the Work, the Work Site, or other property or persons as local taxes; a result of the Work. 1 D. Inspection/Testing/Reiection. Village shall have the right to inspect all or any part of the Work and to All payments may be subject to deduction or reject all or any part of the Work that is, in Village's setoff by reason of any failure of Contractor to judgment, defective or damaged or that in any way fails perform under this Contract. Each payment to conform strictly to the requirements of this Contract shall include Contractor's certification of the and the Village, without limiting its other rights or value of, and partial or final waivers of lien remedies, may require correction or replacement at covering, all Work for which payment is then Contractor's cost, perform or have performed all Work requested and Contractor's certification that all necessary to complete or correct all or any part of the prior payments have been properly applied to Work that is defective, damaged, or nonconforming and the payment or reimbursement of the costs with charge Contractor with any excess cost incurred thereby, respect to which they were paid. or cancel all or any part of any order or this Contract. Work so rejected may be returned or held at Contractor's 3. Contract Term expense and risk. The term of this Agreement shall be for one (1) year beginning May 1, 2022. Contractor acknowledges and 2. Contract Price agrees that Contractor shall commence the Work within 15 days following the Village's acceptance of this Contractor acknowledges and agrees that Contractor Contract, or as otherwise agreed to by the parties, shall take in monthly payments for all Work and other provided Contractor shall have furnished to the Village matters set forth under Section 1 above, including all bonds and all insurance certificates specified in this overhead and profit; taxes, contributions, and premiums; Contract("Commencement Date"). and compensation to all subcontractors and suppliers, the compensation set forth below. 4. Financial Assurance A. SCHEDULE OF PRICES A. Bonds. If the total contract cost is $20,000 or more, the Contractor acknowledges and agrees that For providing, performing, and completing all Contractor shall provide a Performance Bond, on forms Work, the Not-To-Exceed Contract Price of provided by, or otherwise acceptable to, the Village, from $19,506.50 a surety company acceptable to the Village, each in the penal sum of the Contract Price, within 10 days following TOTAL CONTRACT PRICE (in writing): the Village's acceptance of this Contract. Nineteen Thousand Five Hundred and Six B. Insurance. Contractor acknowledges and agrees Dollars and Fifty Cents that Contractor shall provide certificates of insurance evidencing the minimum insurance coverages and limits B. BASIS FOR DETERMINING PRICES set forth in Exhibit B within 10 days following the Village's acceptance of this Contract. Such policies shall It is expressly understood and agreed that: be in form, and from companies, acceptable to the Village. The insurance coverages and limits set forth 1. All prices stated in the Schedule of Prices Exhibit B shall be deemed to be minimum coverages and are firm and shall not be subject to limits and shall not be construed in any way as a escalation or change; limitation on Contractor's duty to carry adequate insurance or on Contractor's liability for losses or 2. The Village is not subject to state or local damages under this Contract. The minimum insurance sales, use, and excise taxes, that no such coverages and limits that shall be maintained at all taxes are included in the Schedule of Prices, times while providing, performing, or completing the and that all claim or right to claim any Work are as set forth in Exhibit B. additional compensation by reason of the payment of any such tax is hereby waived C. Indemnification. Contractor acknowledges and and released; agrees that Contractor shall indemnify and save harmless the Village, its officers, officials, employees and 3. All other applicable federal, state, and local volunteers, against all damages, liability, claims, losses, taxes of every kind and nature applicable to and expenses (including reasonable attorneys' fee) that the Work are included in the Schedule of may arise, or be alleged to have arisen, out of Prices. Contractor's performance of, or failure to perform, the Work or any part thereof, or any failure to meet the C. TIME OF PAYMENT representations and warranties set forth in Section 6 of this Contract. It is expressly understood and agreed that the Village shall only make any final payments upon D. Penalties. Contractor acknowledges and agrees completion of the work and final approval. that Contractor shall be solely liable for any fines or civil 2 penalties that are imposed by any governmental or complete the Work within the Contract Price and quasi-governmental agency or body that may arise, or be Contract Time set forth above. alleged to have arisen, out of or in connection with Contractor's performance of, or failure to perform, the 7. Acknowledgements Work or any part thereof. In submitting this Contract, Contractor 5. Firm Proposal acknowledges and agrees that: All prices and other terms stated in this Contract are A. Reliance. The Village is relying on all firm and shall not be subject to withdrawal, escalation, warranties, representations, and statements made by or change. Contractor in this Contract. 6. Contractor's Representations and Warranties B. Acceptance. If this Contract is accepted, Contractor shall be bound by each and every term, In order to induce the Village to accept this Contract, condition, or provision contained in this Contract. Contractor hereby represents and warrants as follows: C. Remedies. Each of the rights and remedies A. The Work. The Work, and all of its components, reserved to the Village in this Contract shall be shall strictly conform to the requirements of this cumulative and additional to any other or further Contract, including, without limitation, the performance remedies provided in law or equity or in this Contract. standards set forth in Subsection 1B of this Contract; and shall be fit, sufficient, and suitable for the purposes D. Time. Time is of the essence in the performance expressed in, or reasonably inferred from, this Contract of all terms and provisions of this Contract and, except and the warranties expressed herein shall be in addition where stated otherwise references in this Contract to to any other warranties expressed or implied by law, days shall be construed to refer to calendar days and which are hereby reserved unto the Village. time. B. Compliance with Laws. The Work, and all of its E. No Waiver. No examination, inspection, components, shall be provided, performed, and completed investigation, test, measurement, review, determination, in compliance with, and Contractor agrees to be bound decision, certificate, or approval by the Village, whether by, all applicable federal, state, and local laws, orders, before or after the Village's acceptance of this Contract; rules, and regulations, as they may be modified or nor any information or data supplied by the Village, amended from time to time, including without limitation, whether before or after the Village's acceptance of this if applicable, the Prevailing Wage Act, 820 ILCS Contract; nor any order by the Village for the payment of 130/0.01 et seg.; any other prevailing wage laws; any money; nor any payment for, or use, possession, or statutes requiring preference to laborers of specified acceptance of, the whole or any part of the Work by the classes; any statutes prohibiting discrimination because Village; nor any extension of time granted by the Village; of, or requiring affirmative action based on, race, creed, nor any delay by the Village in exercising any right color, national origin, age, sex, or other prohibited under this Contract; nor any other act or omission of the classification; and any statutes regarding safety or the Village shall constitute or be deemed to be an acceptance performance of the Work. Further, Contractor shall of any defective, damaged, or nonconforming Work, nor have a written sexual harassment policy in compliance operate to waive or otherwise diminish the effect of any with Section 2-105 of the Illinois Human Rights Act representation or warranty made by Contractor; or of during the course of the work. any requirement or provision of this Contract; or of any remedy,power, or right of the Village. C. Not Barred. Contractor is not barred by law from contracting with the Village or with any other unit F. Severability. It is hereby expressed to be the of state or local government as a result of (i) a intent of the parties to this Contract that should any delinquency in the payment of any tax administered by provision, covenant, agreement, or portion of this the Illinois Department of Revenue unless Contractor is Contract or its application to any Person or property be contesting, in accordance with the procedures held invalid by a court of competent jurisdiction, the established by the appropriate Revenue Act, its liability remaining provisions of this Contract and the validity, for the tax or the amount of tax, as set forth in 65 ILCS enforceability, and application to any Person or property 5/11-42.1-1; or (ii) a violation of either Section 33E-3 or shall not be impaired thereby, but the remaining Section 33E-4 of Article 33 of the Criminal Code of 1961, provisions shall be interpreted, applied, and enforced so 720 ILCS 5/33E-1 et seq. as to achieve, as near as may be, the purpose and intent of this Contract to the greatest extent permitted by D. Qualified. Contractor has the requisite applicable law. experience, ability, capital, facilities, plant, organization, and staff to enable Contractor to perform the Work G. Amendments and Modifications. No amendment successfully and promptly and to commence and or modification to this Contract shall be effective until it 3 is reduced to writing and approved and executed by the to perform such work, and it shall be mandatory upon corporate authorities of theparties in accordance with all the contractor to whont the contract is awarded and upon applicable statutory procedures_ any subcontractor under him, to pay not less than the specified rates to all laborers, workers and mechanics H. T1s-wtjrnew. Neither this Contract, nor any employed by them in the execution of this contract, s interest herein. shall be assigned or uhcontraeted. in whole or in part. by Contractor except upon the prior L. Conflicts of Interest. Contractor represents and written consent of the Village. certifies that, to the best of its knowledge, (1) no elected or appointed Village official, employee or agent has a 1. Governing Late Venue. This Contract shall be personal financial interest in the business of the governed by, construed and enforced in accordance: with Contractor or in this Agreement, or has personally the internal laws. but not the conflicts of laws rules, of received payment or other consideration for this the State of Illinois. Venue for any action arising out of Agreement.; (2) as of the date of this Agreement, neither or due to Chia Contract shall be in the Circuit Court for Contractor nor any person employed or associated with DuPage County, Illinois. Contractor has any interest that would conflict. in any If applicable, manner or degree with the performance of the J. Certified Paolls. (contractor shall, in obligations tinder this Agreement; and (3) neither accordance with Section 5 of the Illinois Prevailing Nage Contractor nor any pet-son employed by or associated Act, 820 ILCS 130/5, submit to the Village, and upon with Contractor shall at any time during the term of this activation of the database provided by 820 ILCS 130/5.1 Agreement obtain or acquire any interest that would to the Department of Labor, on a monthly basis, a conflict in any manner or degree with the performance of certified payroll. The certified payroll shall consist of a the obligations under this Agreement. complete copy of those records required to be made and kept by the Prevailing Wage Act. The certified payroll Al. Exhibits and Other Agreements. if any conflict shall be accompanied by a statement signed by the exists between this Agreement and any exhibit attached Contractor or subcontractor which certifies that: (T) such hereto or any other Agreement between the parties records are true and accurate: (2) the hourly rate paid is relating to this transaction. the terms of this Agreement not. lass than the general prevailing rate of hourly wages shall prevail. required by the Prevailing Wage Act: and (3) Contractor or subcontractor is aware that filing a certified payroll N. No Disclosure of Confidential Information by that he or she knows to be false is a Class A the Consultant. The Consultant acknowledges that it misdemeanor. A general contractor may rely upon the shall, in performing the Services for the Village under certification of a lower tier subcontractor, provided that this Agreement, have access, or be directly or the general contractor does not knowingly rely upon a subcontractor's false certification. Upon seven business indirectly exposed, to Confidential Information. The days' notice, Contractor and each subcontractor shall f-onsultant shall hold confidential all Confidential make available for inspection and copying at a location Information and shall not disclose or use such within this State during reasonable hours. the records Confidential Information without the express prior required to be made and kept by the Act to: (i) the written consent of the Village. The Consultant shall Village. its officers and agents: (ii) the Director of labor use reasonable measures at least as strict as those the and his deputies and agents; and (iii)to federal,State, or Consultant uses to protect its own confidential local law enforcement agencies and prosecutors. information. Such measures shall include, without � limitation, requiring employees and subcontractors of K. Pre aOh %ka agle, Pursuant to Section 4 of the the Consultant to execute a nondisclosure agreement Illinois Prevailing Nage Act., 820 ILCS 130/4, Contractor before obtaining access to Confidential Information. agrees and acknowledges that not less than the applicable rate of prevailing of wages, as found or ascertained by the Department of labor and made available on the Department's Official website, or determined by the c,rurt on review, shall be paid for each craft or type of worker needed to execute this contract or 4 IN INITNESS WHEREOF the parties hervo, VILLAGE OF OAK BROOK, an Illinois have cause hisuree► 3111 to be executed. municiimlcorporation effective oni rV— 2022. 13v: '�- Charlotte Pruss, Village Clerk Greg Su finers, Village Manager ATTEST: TRUGREEN L.P. By- By: Its: 4r1_ a t Its: / /(y/* 5 EXHIBIT A (PROPOSAL SUBMITTED) 6 WAnthony Tomain TRUGREEN. COMMERCIAL Phone:(708)270-5015 Customer Information BILL TO: SERVICE LOCATION: VILLAGE OF OAKBROOK VILLAGE OF OAKBROOK 1200 OAK BROOK RD 1200 OAK BROOK RD OAK BROOK, IL OAK BROOK, IL 60523 USA 60523 USA Phone: (630)368-5278 Phone:(630)368-5278 Detail of Charges ServiceRound# Round Description* Total Price VILLAGE OF Lawn Service 1 Early Spring-Fertilizer, $7,654.50 OAKBROOK broadleaf weed, crabgrass and pre- emer ent weed control VILLAGE OF Lawn Service 2 Late Spring-Fertilizer, $493.50 OAKBROOK broadleaf weed, crabgrass and pre- emergent weed control (As Needed/Weather Dependent) VILLAGE OF Lawn Service 4 Late Summer-Fertilizer, $462.00 OAKBROOK broadleaf weed control (As Needed/Weather Dependent) VILLAGE OF Lawn Service 6 Fall-Fertilizer,broadleaf $5,407.50 OAKBROOK weed control(As Needed/Weather Dependent) VILLAGE OF Vegetation Control 1 Non selective weed $945.00 OAKBROOK control VILLAGE OF Vegetation Control 4 Non selective weed $945.00 OAKBROOK control VILLAGE OF Vegetation Control 6 Non selective weed $945.00 OAKBROOK control Subtotal:$16,852.50 Total Sales Tax Amount:$0.00 Grand Total:$16,852.50 Description: ©2022 TruGreen L.P.All Rights Reserved 2022-R-5575-VILLAGE OF OAK BROOK-2022-01-07 16:38:30 WAnthony Tomain TRUGREEN, COMMERCIAL Phone:(708)270-5015 Customer Information BILL TO: SERVICE LOCATION: VILLAGE OF OAKBROOK Bath and Tennis Club 1200 OAK BROOK RD 600 OAK BROOK RD OAK BROOK, IL OAK BROOK, IL 60523 USA 60523 USA Phone :(630)368-5278 Phone :(630)368-5278 Detail of Charges Service Location Line Item Description Round# Round Description* Total Price Bath and Tennis Club Lawn Service 2 Late Spring-Fertilizer, $375.00 broadleaf weed, crabgrass and pre- emergent weed control (As Needed/Weather Dependent) Bath and Tennis Club Lawn Service 5 Early Fall-Fertilizer, $375.00 broadleaf weed control (As Needed/Weather Dependent) Mall Veg Control Vegetation Control 5 $550.00 Mall Veg Control Vegetation Control 7 $550.00 Mall Veg Control Vegetation Control 9 $550.00 Oak Brook Public Library Lawn Service 2 Late Spring-Fertilizer, $127.00 broadleaf weed, crabgrass and pre- emergent weed control (As Needed/Weather Dependent) Oak Brook Public Library Lawn Service 5 Early Fall-Fertilizer, $127.00 broadleaf weed control (As Needed/Weather Dependent) Subtotal:$2,654.00 Total Sales Tax Amount:$0.00 Grand Total:$2,654.00 Description: 02022 TruGreen L.P.All Rights Reserved Village of Oakbrook New Sites-2022-03-0416:15:16 Standard Terms and Conditions 1.I=.The term of this Agreement shall one(1)year from the date signed by you,the Customer. 2.Price increases.Prices of services provided in this agreement may be increased should you add property under this agreement,or in the event of increases in the cost of fuel,material,or labor,or costs incurred by TruGreen due to government regulation and other causes.In addition,TwGreen may elect to increase the price of services under this agreement after the first year,or after any subsequent anniversary date of the agreement by a percentage amount not to exceed five percent(5%)of the then current price,or consistent with any increase in the current consumer price index,whichever is greater. TruGreen shall rot increase its prices on an elective basis more frequently than once during any agreement year. 3.Payment Terms. Payment is due to TwGreen within 30 days after the invoice date.In the event you fail to make payment when due,TruGreen reserves the right to terminate this Agreement.A late service fee equal to the lesser of 1.5%per month(18%a.p.r.)or the maximum interest rate allowed by law will be charged on any balance unpaid over thirty(30)days.A service charge of$25.00 will be charged for any returned check.Should it become necessary to bring an action to collect amounts due under this agreement,you agree to pay all costs of such collection including,but not limited to,any reasonable attomey s fees or other professional fees and court costs. 4.Check processing policy ACH.When you provide a check as payment,you authorize TruGreen either to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction.lt TruGreen uses information from your check to make an electronic fund transfer,funds may be withdrawn from your account as soon as the same day we receive your payment,and you will not receive your check back from your financial institution.Returns:in the event that your payment is returned unpaid,you authorize us the option to collect a fee as allowed by law through an electronic fund transfer from your account 5.Termination. In the case of your non-payment or default.TruGmen has the night to terminate this Agreement immediately upon notice to you.TruGreen may terminate this Agreement for convenience upon thirty(30)days prior written notice to you.You may cancel this Agreement for material breach by TruGreen,provided that you give TruGreen written notice of the details of the breach,and thereafter TruGreen fails to cure the breach within thirty(30)days after said notice.(a).Additional termination provisions for landscape companies property management companies agents and other similar entities: To the extent you represent one or more property owners and/or properties covered under this agreement,and in the event such owner terminates your contract with regard to one or more properties,then upon notice to TruGreen,you may terminate this Agreement onty as it relates to such property for which owner terminated its contract with you.To the extent that this Agreement applies to other properties, not terminated by the owner,this Agreement shall continue in full force and effect with regard to such other properties. 6.Sale of Property.You agree to notify TruGreen in writing immediately in the event that you sell any property which is the subject of this Agreement.TruGreen shall make the appropriate adjustment in price to accommodate the reduction of square footage treated in the event that property is sold.In the event all property which is the subject of the Agreement is sold,this Agreement shall be terminated upon receipt by TruGreen of your written notice that you have sold the property.Should you fail to notify TruGmen as required in this provision,you agree to indemnify TruGreen for any damages incurred as a result of your failure to notify. 7.LIABILITY.TRUGREEN IS RESPONSIBLE FOR DIRECT DAMAGES RESULTING FROM ITS NEGLIGENCE OR BREACH OF THIS AGREEMENT.BUT IS NOT RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL,PUNITIVE,OR SPECIAL DAMAGES ARISING OR RESULTING FROM THE PERFORMANCE OR NONPERFORMANCE OF ANY OBLIGATIONS UNDER THE AGREEMENT INCLUDING,BUT NOT LIMITED TO,LOSS OF PROFITS OR INCOME,REGARDLESS OF THE BASIS FOR THE CLAIM. 8.Duty to Inspect. You have a duly to inspect the property within fifteen(15)days after service has been performed by TruGreen.if you believe TruGmen provided deficient work,you agree to notify TruGreen immediately in writing.If written notice is not received by TruGmen within fifteen(15)days after the date of service,you agree that any and all claims alleging damage of any nature or to recover past payments andlor rights to withhold future payments due under this Agreement are waived. 9.Notice to tenants,employees,invitees. To the extent necessary,you have a duty to notify all tenants,employees,visitors and any other invitee on the premises of a scheduled service prior to the performance of any scheduled service by TruGmen. 10.No Warranties.Except as expressly set forth in this Agreement.TmGreen makes no warranty or representation of any kind,expressed or implied,concerning either products used or services performed, including no implied warranty of merchantability or fitness of the product for any particular purpose,and no such warranty shall be implied by law,usage of trade,course of performance,course of dealing, or on any other basis. 11.Force maleure.Except for the payment of TruGreen's invoices owed by you.if either TruGreen or you shall be prevented or delayed in the performance of any or all of the provisions of this Agreement, by reason of any labor dispute,industry disturbance,delay in transportation,governmental regulatory or legal action,act of God or any rause beyond such pad's control,the obligations hereunder of such party shall be extended for as long as such cause shall be in effect and any delay or loss suffered by the other party shall not be chargeable in any way to such party:provided,however,the other party suffering such cause shall immediately notify the other party of such inability and shall use reasonable efforts to remedy same with all reasonable dispatch.lt any event of force majeum should prevent a party from performing its obligations under this Agreement for a period of ninety consecutive(90)days,the other party shall have the right to cancel this Agreement upon notice to the party unable to perform its obligations. 12.No assignment. You shall not have the right to assign this Agreement or agree to the transfer of this Agreement by operation of law or otherwise without the prior written consent of TruGreen.This Agreement shall be binding upon,and shall inure to the benefit of,the parties hereto and to any permitted successors and assigns. 13.Watering.Cultural Practices. The success of this program depends on proper watering,mowing and culture)practices.Some products used by TruGmen may include label directions requiring the watering of the material after application.If any of these products are used on the property,TruGreen will provide you with watering instructions following the application and you agree to assume such watering responsibility.Climate conditions,soil conditions,plant diseases,plant material,and miscellaneous external factors will impact response to treatment.Results for difficuft-to-control diseases will vary depending on environment,culture and agronomic programs used or treatment applied.Treatment for diseases may include additional cost.Consuft your TruGreen specialist for details. 14.Modification of program. This program consists of lawn care and/or tree and shrub care as indicated above.Specific products,rates of application and method of application will vary with the season, weather conditions,and the needs of your lawn as determined by your TruGreen speclalist.Your regularly scheduled programs may be modified depending on the weather and the condition of your landscape. The application methods and procedures used to perform service under this Agreement will be determined solely by TruGreen.Your TruGmen specialist will keep you informed on any modifications to this schedule. 15.Insects and Borers.Total insect elimination is not desirable with any program because beneficial insects will be lost song with the targeted pests.Plants invaded by borers have a high probability of death or decline.Sound cultural practices and control applications may extend the life of some plant species.Treatment for boring insects may include additional cost.Consult your TruGreen specialist with details. 16.Authorization to provide Service.TruGreen agrees to furnish labor and materials for purposes of this Agreement and is authorized by you to treat the property at the address shown above.You represent and warrantre to TruGmen that you are the owner of said property,or in the event that you are not the anter of the property to which this Agreement applies,you represent and warrant that you have the legal authority to execute and bind the owner of the properly to the terms and conditions of this Agreement 17.MANDATORY ARBITRATION.Any claim,dispute or controversy,regarding any contract,tort,statute,or otherwise("Claim"),arising out of or relating to this agreement or the relationships among the parties hereto shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association(AAA),under the AAA Commercial or Consumer,as applicable.Rules in effect at the time the Claim is filed("AAA Rules').Copies of the AAA Rules and fortes can be located at www.adr.org,or by calling 1-800-778-7879.The arbitrator's decision shall be final,binding,and non- appealable.Judgment upon the award may be entered and enforced in any court having jurisdiction.This cause is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act.Neither parry shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator's award;any such suit may be brought only in Federal District Court for the District or,if any such court lacks jurisdiction,in any state court that has jurisdiction.The arbitrator,and not any federal,state,or local court,shall have exclusive authority to resolve any dispute relating to the interpretation,applicability,unconscionability,arbitrability,enforceability or formation of this Agreement including any claim that all or any part of the Agreement is void or voidable. However,the preceding sentence shall not appy to the clause entitled'Class Action Waiver." 18.CLASS ACTION WAIVER.Any Claim must be brought in the parties'individual capacity,and not as a plaintiff or class member in any purported class,collective,representative,multiple plaintiffs,or similar proceeding('Class Action").The parties expressly wane any ability to maintain any Class Action in any forum.The arbitrator shall not have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration.Any claim that all or part of this Class Action Waiver is unenforceable,unconscionable,void,or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT,TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION.HOWEVER.THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY,THROUGH ARBITRATION. 19.Unless expressly noted otherwise herein,this Agreement and any invoice issued by TruGreen pursuant to the terms hereof,set forth the entire understanding of the parties,and supersede any and all proposals,negotiations,representations and prior agreements relating to the subject matter of this Agreement,written or otherwise,including,without limitation any sales agreement previously executed by the parties.To the extent that any terms set forth in an invoice should conflict with the terms set forth in this Agreement,this Agreement shall control.No terms,conditions,or warranties other than those stated herein or in any invoice issued by TruGreen,and no agreements or understanding,oral or written,in any way purporting to modify these conditions shall be binding on the parties hereto unless hereafter made in writing and signed by authorized representatives of both parties. 20.This customer service Agreement is only valid if accepted by you within 30 days of the date submitted to customer. By: Date: REPRESENTATIVE/GENERAL MANAGER Print Name: Date: AUTHORIZED AGENT/CUSTOMER Customer Signature: Date: AUTHORIZED AGENT/CUSTOMER ©2022 TruGreen L.P.All Rights Reserved 2022-R-5575-VILLAGE OF OAK BROOK-2022-01-07 16:38:30 EXHIBIT B (INSURANCE REQUIREMENTS) Certificates of Insurance shall be presented to the Village upon execution of this contract and vendor shall not commence work until it provides and receives acceptance of insurance certificates from the Village as required by this exhibit. Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work under the contract or permit, by either 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 per occurrence for bodily injury,personal injury and property damage; 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. 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. 7 Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete,certified copies of all required insurance policies, at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 8