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Professional Enginering Srvs. for the Harger Road Water Main Replacement Project CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND TROTTER AND ASSOCIATES, INC. FOR PROFESSIONAL ENGINEERING SERVICES FOR THE HARGER ROAD WATER MAIN REPLACEMENT PROJECT In consideration of the agreements set forth below, the Village of Oak Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and existing under the laws of the State of Illinois (the "Owner" or "Village"), and Trotter and Associates, Inc., 40W201 Wasco Road, Suite D, St. Charles, Illinois 60175, an engineering firm (the "Consultant"), make this Contract as of 2022, and hereby agree as follows: ARTICLE I THE SERVICES 1.1 Performance of the Services Consultant shall, at its sole cost and expense, provide, perform, and complete all of the following services, all of which is herein referred to as the "Services": A. Labor, Equipment, Materials, and Supplies. Provide, perform, and complete, in the manner described and specified in this Contract, all professional services necessary to accomplish the "Project," as defined in the following: 1. The Consultant's Proposal attached to this Contract as Attachment A, and 2. With the insurance coverage listed in Attachment B attached to this Contract. B. Insurance. Procure and furnish all required certificates and policies of insurance specified in Attachment B. C. Standard of Performance. Provide, perform, and complete all of the foregoing in a professional manner, consistent with the professional standards of care of qualified engineers doing similar service in the Chicago Metropolitan Area and in full compliance with this Contract (the "Standard of Performance"). 1.2 Completion Date Consultant shall diligently and continuously perform the Services at such a rate as will allow all Services to be fully performed and completed in compliance with this Contract not later than December 31, 2022, ("Completion Date"). As set forth in Attachment A, it is noted that due to the STP funding available for programmatic year 2023, this project must be completed prior to roadway improvements. The rate of progress and time of completion are referred to in this Contract as the "Contract Time." 1.3 Required Submittals A. Submittals Required. Consultant shall submit to Owner all reports, documents, data, and information required to be submitted by Consultant under this Contract (the "Required Submittals"). B. Time of Submission and Owner's Review. All Required Submittals shall be provided to Owner no later than the time, if any, specified in Attachment A, or otherwise in this Contract. If no time for submission is specified for any Required Submittal, then that Submittal shall be submitted within a reasonable time in light of its purpose and, in all events, in sufficient time, in Owner's opinion, to permit Owner to review that Submittal same prior to the commencement of any part of the Services to which that Submittal may relate. Owner shall have the right to require such corrections as may be necessary to make any Required Submittal conform to this Contract. Consultant shall perform no Services related to any Required Submittal 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. In the event of any termination pursuant to Subsection 1.9A above, Owner shall pay Consultant (1) such direct costs, including overhead, as Consultant shall have paid or incurred for all Services done in compliance with, and as required by or pursuant to, this Contract up to the effective date of termination; and (2) such other costs pertaining to the Services, exclusive of overhead and profit, as Consultant may have reasonably and necessarily incurred as the result of such termination. Any such payment shall be offset by any prior payment or payments and shall be subject to Owner's rights, if any, to withhold and deduct as provided in this Contract. ARTICLE II CHANGES AND DELAYS 2.1 Changes Owner shall have the right, by written order executed by Owner, to make changes to the timing or scope of the Services to be provided pursuant to this Contract (a "Services Change Order"). When a Services Change Order causes an increase or decrease for Services, an equitable adjustment in the Contract Price or Contract Time may be made. No decrease for Services caused by any Services Change Order shall entitle Consultant to make any claim for damages, anticipated profits, or other compensation. Consultant shall not undertake any change in the Services without receipt of an executed Services Change Order from Owner. 2.2 Delays For any delay that may result from causes that could not be avoided or controlled by Consultant, Consultant, upon timely written application, shall be entitled to an extension of the Contract Time for a period of time equal to the delay resulting from such unavoidable cause. No extension of the Contract Time shall be allowed for any other delay in completion of the Services. In the event of a delay in the project outside of the control of Consultant that affects Consultant's ability to perform the Services, the Contract Price shall be adjusted for any actual increase in costs necessarily incurred by Consultant in the performance of the Services. 2.3 No Constructive Service Change Orders No claim for an equitable adjustment in the Contract Price or Contract Time shall be made or allowed unless it is embodied in a Services Change Order agreed to by Owner and Consultant. If Consultant believes it is entitled to an equitable adjustment in the Contract Price or Contract Time that has not been included, or fully included, in a Services Change Order, then Consultant shall submit to Owner a written request for the issuance of, or revision of, a Services Change Order, including the equitable adjustment, or the additional equitable adjustment, in the Contract Price or Contract Time that Consultant claims has not been included, or fully included, in a Services Change Order. Such request shall be submitted before Consultant proceeds with any Services for which Consultant claims an equitable adjustment is due. ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES 3.1 Representation of Compliance A. Scope of Representation. The Services and all of its components shall conform to the requirements of this Contract and shall be performed in accordance with Standard of Performance as defined in Subsection 1.11) 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. 3.2 Corrections Consultant shall be responsible for the quality, technical accuracy, completeness and coordination of all Services under this Contract. Consultant shall, promptly and without charge, correct all errors in any Services provided by Consultant. 3.3 Risk of Loss The Services shall be provided, performed, and completed at the risk and cost of Consultant. Consultant shall be responsible for damages to property or persons to the extent caused by Consultant's errors, omissions, or negligent acts and for any losses or costs to repair or remedy any work undertaken by Owner based on the Services as a result of any such errors, omissions, or negligent acts. Notwithstanding any other provision of this Contract, Consultant's obligations under this Section 3.3 shall exist without regard to, and shall not be construed to be waived by, the availability or unavailability of any insurance, either of Owner or Consultant, to indemnify, hold harmless, or reimburse Consultant for such damages, losses, or costs. ARTICLE IV INSURANCE; INDEMNIFICATION 4.1 Insurance Contemporaneous with Consultant's execution of this Contract, Consultant shall provide certificates and policies of insurance evidencing at least the minimum insurance coverage and limits set forth in Attachment B. For good cause shown, Owner may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as Owner may impose in the exercise of its sole discretion. Such policies shall be in a form reasonably acceptable to Owner. Such insurance shall provide that no change to or cancellation of any insurance, nor any reduction in limits or coverage or other modifications affecting this Agreement, shall become effective until the expiration of 30 days after written notice thereof shall have been given by the insurance company to Owner. Consultant shall, at all times while providing, performing, or completing the Services, including without limitation at all times while providing corrective Services pursuant to Section 3.2 of this Contract, maintain and keep in force, at Consultant's expense, at least the minimum insurance coverage and limits set forth in Attachment B. 4.2 Indemnification Consultant, without regard to the availability or unavailability of any insurance, either of Owner or Consultant, shall, to the fullest extent permitted by law, indemnify, save harmless, and reimburse Owner against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, that may arise or be alleged to have arisen out of or in connection with Consultant's failure to meet its obligations or representations in this Contract or Consultants negligent acts, errors, or omissions except only to the extent caused by the sole negligence of Owner. ARTICLE V PAYMENT 5.1 Contract Price Owner shall pay to Consultant, in accordance with and subject to the terms and conditions set forth in this Article V and Attachment A, and Consultant shall accept in full satisfaction for providing, performing, and completing the Services, the amount or amounts in the schedule of prices set forth in Attachment A ("Contract Price"), subject to any additions, deductions, or withholdings provided for in this Contract. If the price for the Contract in Attachment A is stated as an estimated price based upon the hours actually spent in the project or some other uncertain price standard and the Consultant finds that the estimated price stated in Attachment A will be exceeded, the Consultant shall be required to present in writing to the Owner, a letter indicating that the projected price will not cover all of the work and a new projected price shall be inserted. The Consultant shall not do any work in excess of the initially estimated or later approved maximum price without having received the written approval of the Village Manager. This provision shall not apply in situations in which the Owner requests additional services not covered by this Contract and the Village Manager has authorized an agreed-upon price for such services in writing 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 due to the payment of any such tax, contribution, premium, costs, royalties, or fees. 5.3 Progress Payments A. Payment in Installments. The Contract Price shall be paid in monthly installments in the manner set forth in Attachment A ("Progress Payments"). B. Pay Requests. Consultant shall, as a condition precedent to its right to receive each Progress Payment, submit to Owner an invoice accompanied by such receipts, vouchers, and other documents as may be necessary to reasonably establish Consultant's prior payment for all labor, material, and other things covered by the invoice and the absence of any lien or other interest of any party in regard to the Services performed under this Contract. In addition to the foregoing, such invoice shall include (a) employee classifications, rates per hour, and hours worked by each classification, and, if the Services are to be performed in separate phases, for each phase; (b) total amount billed in the current period and total amount billed to date, and, if the Services are to be performed in separate phases, for each phase; (c) the estimated percent completion, and, if the Services are to be performed in separate phases, for each phase; and (d) Consultant's certification that, to the best of Consultant's knowledge, information, and belief, all prior Progress Payments have been properly applied to the Services with respect to which they were paid. Owner may, by written notice to Consultant, designate a specific day of each month on or before which pay requests must be submitted. 5.4 Final Acceptance and Final Payment The Services or, if the Services are to be performed in separate phases, each phase of the Services, shall be considered complete on the date of final written acceptance by Owner of the Services or each phase of the Services, as the case may be, which acceptance shall not be unreasonably withheld or delayed. The Services or each phase of the Services, as the case may be, shall be deemed accepted by Owner if not objected to in writing within 30 days after submission by Consultant of the Services or such phase of Services for final acceptance and payment plus, if applicable, such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Services, or phase of Services, as the case may be. Within 30 days after final_acceptance, Owner shall pay to Consultant the balance of the Contract Price or, if the Services are to be performed in separate phases, the balance of that portion of the Contract Price with respect to such phase of the Services, after deducting therefrom charges, if any, against Consultant as provided for in this Contract ("Final Payment"). The acceptance by Consultant of Final Payment with respect to the Services or a particular phase of Services, as the case may be, shall operate as a full and complete release of Owner of and from any and all lawsuits, claims, or demands for further payment of any kind for the Services or, if the Services are performed in separate phases, for that phase of the Services. 5.5 Deductions A. Owner's Right to Withhold. Notwithstanding any other provision of this Contract, Owner shall have the right to deduct and withhold from any Progress or Final Payment that may be or become due under this Contract such amount as may reasonably appear necessary to compensate Owner for any loss due to (1) Services that are defective, nonconforming, or incomplete; (2) liens or claims of lien; (3) claims of Consultant's sub-consultants, suppliers, or other persons regardless of merit; (4) delay by Consultant in the completion of the Services; (5) the cost to Owner, including reasonable attorneys' fees, of correcting any of the aforesaid matters or exercising any one or more of Owner's remedies set forth in Section 6.1 of this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of Owner's determination to deduct and withhold funds, which notice shall state with specificity the amount of, and reason or reasons for, such deduction and withholding. B. Use of Withheld Funds. Owner shall be entitled to retain any and all amounts withheld pursuant to Subsection 5.5A above until Consultant shall have either performed the obligations in question or furnished security for such performance satisfactory to Owner. Owner shall be entitled to apply any money withheld or any other money due Consultant under this Contract to reimburse itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards, and reasonable attorneys' fees (collectively "Costs") incurred, suffered, or sustained by Owner and chargeable to Consultant under this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of each application by Owner of money to reimburse such Costs. 5.6 Accounting Consultant shall keep accounts, books, and other records of all its billable charges and costs incurred in performing the Services in accordance with generally accepted accounting practices, consistently applied, and in such manner as to permit verification of all entries. Consultant shall make all such material available for inspection by Owner, at the office of Consultant during normal business hours during this Contract and for a period of three years after termination of this Contract. Copies of such material shall be furnished, at Owner's expense, upon request. ARTICLE VI REMEDIES 6.1 Owner's Remedies If it should appear at any time prior to Final Payment for all work that Consultant has failed or refused to perform, or has delayed in the performance of, the Services ("Event of Default"), and has failed to cure any such Event of Default within five business days after Consultant's receipt of written notice of such Event of Default, then Owner shall have the right, at its election and without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: 1. Owner may require Consultant, within such reasonable time as may be fixed by Owner, to complete or correct all or any part of the Services that are defective, nonconforming, or incomplete and to such other action as is necessary to bring Consultant and the Services into compliance with this Contract. 2. Owner may terminate this Contract without liability for further payment of amounts due or to become due under this Contract. 3. Owner may recover from Consultant any and all costs, including reasonable attorneys' fees, incurred by Owner as the result of any Event of Default or as a result of actions taken by Owner in response to any Event of Default. 6.2 Consultant's Remedy Consultant may terminate this Contract upon for failure of Owner to make Progress Payments to which Consultant is entitled if Owner has failed to cure such failure within five business days after Owner's receipt of written notice from Consultant of such failure. 6.3 Terminations and Suspensions by Owner Deemed for Convenience Any termination or suspension by Owner of Consultant's rights under this Contract for an alleged default that is ultimately held unjustified shall automatically be deemed to be a termination or suspension for the convenience of Owner under Section 1.9 of this Contract. ARTICLE VII LEGAL RELATIONSHIPS AND REQUIREMENTS 7.1 Binding Effect This Contract shall be binding on Owner and Consultant and on their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns. Every reference in this Contract to a party shall also be deemed to be a reference to the authorized officers, employees, agents, and representatives of such party. 7.2 Relationship of the Parties Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Contract shall be construed (1) to create the relationship of principal and agent, partners, or joint venturers between Owner and Consultant or (2) to create any relationship between Owner and any sub-consultant of Consultant. 7.3 No Collusion Consultant hereby represents and certifies that Consultant is not barred from contracting with a unit of state or local government as a result of (i) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless Consultant is contesting, in accordance with the procedures established by the appropriate revenue Act, its liability for the tax or the amount of the tax, as set forth in 65 ILCS 5/11-42.1-1; or (ii) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. Consultant hereby represents that the only persons, firms, or corporations interested in this Contract as principals are those disclosed to Owner prior to the execution of this Contract, and that this Contract is made without collusion with any other person, firm, or corporation. If at any time it shall be found that Consultant has, in procuring this Contract, colluded with any other person, firm, or corporation, then Consultant shall be liable to Owner for all loss or damage that Owner may suffer thereby, and this Contract shall, at Owner's option, be null and void. 7.4 Assignment Consultant shall not (1) assign this Contract in whole or in part, (2) assign any of Consultant's rights or obligations under this Contract, or (3) assign any payment due or to become due under this Contract without the prior express written approval of Owner, which approval may be withheld in the sole and unfettered discretion of Owner; provided, however, that Owner's prior written approval shall not be required for assignments of accounts, as defined in the Illinois Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial Code, 810 ILCS 5/9-318. Owner may assign this Contract, in whole or in part, or any or all of its rights or obligations under this Contract, without the consent of Consultant. 7.5 Confidential Information All information supplied by Owner to Consultant for or in connection with this Contract or the Services shall be held confidential by Consultant and shall not, without the prior express written consent of Owner, be used for any purpose other than performance of the Services. 7.6 No Waiver No act, order, approval, acceptance, or payment by Owner, nor any delay by Owner in exercising any right under this Contract, shall constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or incomplete Services, nor operate to waive any requirement or provision of this Contract or any remedy, power, or right of Owner. 7.7 No Third Party Beneficiaries No claim as a third party beneficiary under this Contract by any person, firm, or corporation (other than Owner and Consultant) shall be made or be valid against Owner or Consultant. 7.8 Notices All notices required or permitted to be given under this Contract shall be in writing and shall be deemed received by the addressee thereof when delivered in person on a business day at the address set forth below or after being deposited in the United States mail, for delivery at the address set forth below by properly addressed, postage prepaid, certified or registered mail, return receipt requested. Notices and communications to Owner shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Rick Valent, Public Works Director Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Trotter and Associates, Inc. 40W201 Wasco Road, Suite D St. Charles, Illinois 60175 Attention: Scott Trotter, P.E., BCEE — President/CEO The foregoing shall not be deemed to preclude the use of other non-oral means of notification or to invalidate any notice properly given by any such other non-oral means. By notice complying with the requirements of this Section 7.8, Owner and Consultant each shall have the right to change the address or addressee or both for all future notices to it, but no notice of a change of address or addressee shall be effective until actually received. 7.9 Governing Laws This Contract and the rights of Owner and Consultant under this Contract shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois; the venue for any legal action arising in connection with this Contract shall be in the Circuit Court of DuPage County, Illinois. 7.10 Changes in Laws Unless otherwise explicitly provided in this Contract, any reference to laws shall include such laws as they may be amended or modified from time to time. 7.11 Compliance with Laws and Grants The Services shall be provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations. This requirement includes, but is not limited to, compliance with the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also comply with applicable conditions of any federal, state, or local grant received by Owner or Consultant with respect to this Contract or the Services. The prevailing rate of wages are revised by the Department of Labor and they are available on the Department's official website. Consultant shall be liable for any fines or civil penalties that may be imposed or incurred by a governmental agency with jurisdiction over the Services as a result of Consultant's or its sub-consultants' improper performance of, or failure to properly perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. 7.12 Ownership of Documents Consultant and Consultant's sub-consultants shall be deemed the original authors and owners respectively of materials produced pursuant to this Contract and shall retain all common law, statutory and other reserved rights, including copyrights. Consultant hereby grants and conveys to Owner perpetual, irrevocable non-exclusive rights and license to use all Required Submittals and other materials produced under this Contract for Village purposes and no other purposes. 7.13 Time Except where otherwise stated, references in this Contract to days shall be construed to refer to calendar days. 7.14 Severability The provisions of this Contract shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. 7.15 Entire Agreement This Contract sets forth the entire agreement of Owner and Consultant with respect to the accomplishment of the Services and the payment of the Contract Price therefor, and there are no other understandings or agreements, oral or written, between Owner and Consultant with respect to the Services and the compensation therefor. The proposal attached as Attachment A is attached hereto for reference only and other than as specifically referred to and incorporated herein, the terms and conditions set forth in the proposal do not form part of this Agreement. 7.16 Amendments No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Consultant. 7.17 Attachments There may be Attachments attached to and made a part of this contract. Some of the Attachment forms may be contract terms or other documents submitted by or involving the duties and obligations of the contractor. Both the Owner and the Contractor agree that any terms or conditions contained within Article VII of this contract supersede and reflect the duties and obligations of the Parties without regard to any contrary provision set forth within any Attachment or exhibit. The exception would be a term or condition specified as superseding this contract and physically initialed by both the Owner and the Contractor. IN WITNESS WHEREOF, Owner and Consultant have caused this Contract to be executed in two original counterparts as of the day and year first written above. Village of Oak ----- Greg Sumn ers Village Manager Attest: Charlotte Pruss N'illage Clerk Trotter and By: Name: 42 nar 9: Title: �����s ,ICAsT Attest: By: Name: C,4R u I'VAnam.,lc�' Title: er'r ATTACHMENT A PROPOSAL SUBMITTED BY TROTTER AND ASSOCIATES, INC., DATED APRIL 4, 2022 `�1F CDTTIFAIR �ASSC+CiATES, INC. ENGINEERS AND SURVEYORS April 4th, 2022 Rick Valent Village of Oak Brook Public Works Director 30031orie Boulevard Oak Brook, Illinois 60523 Re: Harger Road Water Main Replacement Professional Services Agreement Dear Mr.Valent, Trotter and Associates, Inc. (ENGINEER) is pleased to provide professional services to The Village of Oak Brook(CLIENT)for the Harger Road Water Main Project(hereinafter referred to as the"PROJECT"). Project Background The Village provides an average of approximately 2.25 MGD to its residential, commercial, and industrial customers. In addition to Oak Brook, the service area includes portions of Elmhurst, Villa Park, Westchester, Oakbrook Terrace, and unincorporated Downers Grove. Water is supplied by the DuPage Water Commission,sourcing waterfrom Lake Michigan.The Village owns approximately 70 miles of water main of varying sizes, ages,and conditions throughout the system. In 2017, the Village commissioned a Water Master Plan and selected TAI through a qualifications-based selection process to complete the Plan in collaboration with Village staff. Part of this Plan was dedicated to the identification of water main replacement capital improvements. These improvements were selected and prioritized based on main break history, available fire flows (hydraulic modeling), size, material,soil conditions,and other criteria developed by the team.Two of the projects identified included main replacement along Spring Road at Harger, as well as a Tuscan Woods extension to loop dead-end, smaller diameter main along Harger Road not capable of conveying the desired fire flows.A portion of the water main replacement was completed in conjunction with the Village's recently completed Multi-Use Path and Water Main Replacement Project.The Village has elected to move forward with replacement of the remaining Harger Road 8-inch and 10-inch main between Spring Road and Salt Creek. The Village has received federal funding through the STP program to resurface Harger Road in 2023, and as such replacement of the main along this route has been identified as a priority for completion prior to the roadway improvements. The scope of this project also includes directional drilling of approximately 560 feet of 8-inchg main from Harger Road to Forest Trail, replacing the existing main under Salt Creek. It should be noted that a preliminary review of County DFIRM mapping shows the Forest Trail cul-de-sac within the Floodway, as well as portions of Harger Road where the drilling would extend within the 100- Year Floodplain. It is anticipated that permitting of these improvements would require a full 9-tab DuPage County stormwater submittal for the portions within the floodplain, as well as USACE and IDNR coordination and permitting for the portions within the floodway. This has been incorporated into the scope as an "Optional Task"for the Village to include for execution if necessary. I I P a g e 'OE OF OA,# Village of Oak Brook Harger Road Water Main Replacement Ay April 411,2022 �OUNty'� SSR_ M41k)RONOCOMMI is�c u•� t III g �u� O� ,�:`8 .�+ �Z - c. i' {�i �F b _ cvY E rt '. ' e-, X _ <,At 3 GipP Cu." - rr�P aM c:a�Paaa..u.saou�owee5 " ^aN NCauA Fa,n Rd. SWRIapPa9i- ��m-uvi rttl lat Ji xi. W,wta- 11ysa/a)efYPuap►as40A[ • PPma9 aff em Wpu's Project Understanding The Village has outlined eight tasks associated with the design-stage engineering services, which very closely mirror TAI'S typical approach to water main replacement program projects.Task#1-4 will focus on field surveys and utility coordination, as well as subsurface investigations. Task #5 represents the development of 50% engineering plans, specifications and cost estimates. Task #6 includes the preparation and submittal of IEPA permitting documents.Task#7 brings the plans,specifications,and cost estimate to the 100%level, incorporating regulatory and Village review comments.Task#8 covers project coordination and work sessions as necessary throughout the duration of the design phase. The construction phase engineering services are detailed with the Request for Proposals as four main tasks. Task #1 covers pre-construction services, facilitating the pre-con meeting and associated agenda/minutes, as well as a review of the Contractor's schedule. Included in Task#2 is a review of all submittals to ensure compliance with the plans and specifications. Task #3 details the construction observation services,which outlines approximately nine hours per day for a full-time resident engineering with an anticipated 45-day construction schedule.Task#4 Post-Construction includes preparing a full set of record drawings and compiling the final payment request for Village review and approval. 21 Page 'Ol OF OKK B,K Village of Oak Brook ° Harger Road Water Main Replacement Av yes April W1,2022 C'CF COUN(,'\ Scope of Services The below Scope directly reflects the work detailed within the Village's Request for Proposals. No exceptions are taken to the scope,aside from optional Task#9.This optional task reflects the stormwater permitting requirements necessary through DuPage County/IDNR/USACE due to the presence of floodway and floodplain along select portions of the route. DESIGN PHASE ENGINEERING Task 1—Field Reconnaissance and Base Sheets 1. Existing Right-of-Way:Establish the approximate existing right-of-way of theroadways within the project limits based on GIS, plats of highways, subdivision plats and any other available information. 2. Utility Survey and Coordination:Utilize GIS maps to identify the approximate location of utilities. All existing storm and sanitary sewers will be surveyed to determine rim and invert elevations and pipe sizes. Above ground facilities of any additional underground utilities including water main,gas, electric, cable,etc.will also be located. 3. Tree Survey: Locate all trees over 6" inches in diameter within the existing right- of-way and ultimately the proposed right-of-way for the project in order to assess potential tree impacts, if any, associated with the project. The located trees will be identified by type (deciduous or coniferous)and the size and condition determined as appropriate. 4. Base Mapping: Compile all of the above information onto aerial base maps at 1"=20' scale that is representative of existing conditions for use as the base sheet for the construction of any public or private improvements. Task 2—JULIE Utility Survey 1. Coordinate with utility owners and with JULIE to retrieve atlas information for all applicable underground utilities including water main, gas, electric, cable, etc. Compile all utility atlas information into the base map. Locations of existing utilities/improvements/systems shown on the base map will be the compilation of available utility plans provided by utility owners and JULIE utility coordination. Task 3—Geotechnical Investigation and LPC-662/663 Analysis 1. Obtain six (6) pavement cores/soil borings to determine the existing cross-section of the pavements and subsurface soil conditions within the project area. Borings adjacent to Salt Creek will be drilled to a depth of approximately twenty-five (25) feet. Prepare a report describing existing soil conditions and make recommendations. 2. The soil will also be tested for potential contaminants. Perform investigation and testing work necessary to substantiate completion of IEPA Form LPC-663 for the Village to use during construction.This work will include collection/preservation and testing of soil samples. 31 Page vOf Of 04'. O Village of Oak Brook Harger Road Water Main Replacement D d April 416,2022 � OUNty'1� Task 4—Utility Coordination 1. Based on existing utility information obtained and drafted during Tasks 1 and 2, provide preliminary plans to the utility companies to verify their locations and confirm any potential conflicts. Identify potential conflicts and coordinate any relocations, if necessary. Task 5—Preliminary Plans,Specifications and Estimate(50%) 1. Prepare preliminary contract documents consisting of plans, specifications, estimate of time, status of utilities to be adjusted and an estimate of construction cost.The plans will be prepared in accordance with Village,IEPA and IDOT design criteria. 2. Use IDOT standard pay items or Village standard details and special provisions where applicable. Plans,special provisions,and the estimate of cost will be submitted to the Village and any review agencies for review. 3. Complete the following sheets and associated man-hours that are anticipated: #of Hours per Sheet Hours Sheets Sheet Title Sheet 1 1.0 1 General Notes/Summary of Quantities 2 1.5 3 Alignment,Ties and Benchmark Sheets(1"=50') Typical Sections Utility Plan and Profiled (1"=20') 11 3.3 36 Construction Details 3 1.3 4 Specifications -- -- 12 Cost Estimate/Quantities -- -- 2 TOTAL 1 17 3.4 58 Task 6—IEPA Water Main Construction Permitting 1. Prepare and submit an IEPA construction permit application for all water main improvements associated with the project. 2. Make revisions to plans and specifications based on comments received by IEPA. Permit application fees are not included in this task and shall be paid by the Village outside of this agreement, if required. Task 7—Final Plans,Specifications and Estimate(100%) 1. Make revisions to the preliminary submittal based on Village and any review agency final review comments. The requested number of copies of plans and specifications will be submitted the Village and any review agencies for their files. In addition to printed copies, provide the plans, 4 1 P a g e 'Of OF OA,17 Village of Oak Brook �* Harger Road Water Main Replacement April 411,2022 pc cou ir. specifications and estimate to the Village in electronic format (CAD and PDF). 2. A final estimate of cost and estimate of required working days will also be submitted. 3. Provide final reproducible drawings and specifications to be issued to prospective bidders. Complete the following sheets and associated man-hours that are anticipated: #of Hours per Sheet Hours Sheets Sheet Title Sheet 1 1.0 1 General Notes/Summary of Quantities 2 2.0 4 Alignment,Ties and Benchmark Sheets(1"=501) Typical Sections Utility Plan and Profiled (1"=20') 11 3.5 39 Construction Details 3 1.3 4 Specifications -- -- 12 Cost Estimate/Quantities -- -- 2 TOTAL 1 17 1 3.6 1 62 Task 8—Project Coordination and Meetings 1. Coordinate with the Village and project stakeholders throughout the design and permitting of the project. 2. Prepare agendas, presentations and meeting exhibits as requested by the Village. Following attendance at each meeting, prepare meeting summaries. 3. This proposal assumes that no public involvement will be required during the final design of this project, so this scope of work shall not include preparation for or participation in public involvement efforts undertaken by the Village. CONSTRUCTION PHASE ENGINEERING Task 1—Pre-Construction Services 1. Perform the following tasks prior to the start of construction: a. Facilitate any pre-construction meetings and prepare and circulate minutes. b. Review Contractor's construction schedule for compliance with contract documents. Task 2—Submittal Review 1. Review submittals from the Contractor for conformance with the plans and specifications. 51 Page 'Of O f 04,B7 Village of Oak Brook Harger Road Water Main Replacement d d April 4th,2022 pOE�OUNYY'y Task 3—Construction Observation 1. Provide one full-time Resident Engineer for the duration of construction. This task is estimated at 9 hours per day for 45 Working Days.Observation will include the following tasks: a. Verify the profile and alignment of the watermain provided by the Contractor. b. Check the Contractor's layout at regular intervals. c. Observe the progress and quality of the executed work to determine if the work is proceeding in accordance with the Contract Documents. The Engineer will keep the Village informed of the progress of the work, guard the Village against defects and deficiencies in the work, advise the Village of all observed deficiencies of the work, and will disapprove or reject all work failing to conform to the Contract Documents. d. Serve as the Village's liaison with the Contractor working principally through the Contractor's field superintendent. e. Be present whenever the Contractor is performing work on the project. f. Assist Contractors in dealing with any outside agencies. g. Coordinate with the Water Department and the Contractor for testing of the water main. h. Inspect erosion and sediment measures and notify the Contractor of any deficiencies. L Review construction notices created by Contractor and ensure they are being distributed. j. Attend all construction conferences.Arrange a schedule of progress meetings and otherjob conferences as required. Maintain and circulate copies of records of the meetings. k. Review the Contractor's schedule on a weekly basis. Compare actual progress to Contractor's approved schedule. If the project falls behind schedule, work with the Contractor to determine the appropriate course of action to get back on schedule. I. Maintain orderly files for correspondence, reports of job conferences, submittals, reproductions or original contract documents including all addenda, change orders and additional drawings issued subsequent to the award of the contract. m. Record the names, addresses and phone numbers of all Contractors, subcontractors and major material suppliers in the diary. n. Keep an inspector's daily report book, which shall contain a daily report and quantity of hours on the job site,weather conditions,list of visiting officials,daily activities,job decisions and observations as well as general and specific observations and job progress. o. Prepare payment requisitions and change orders for the Village's approval, review applications for payment with the Contractor for compliance with established procedures for their submission and forward them with recommendations to the Village. p. Prior to final inspection, submit to the Contractor a list of observed items requiring correction and verify that each correction has been made. q. Coordinate and conduct the final inspection with the Village, prepare a final punchlist. r. Verify that all the items on the final punchlist have been corrected and make recommendations to the Village concerning acceptance. 61 Page E O F 04, Village of Oak Brook ' Harger Road Water Main Replacement Av April 4th,2022 'CECOUNtV."`� Task 4—Post Construction 1. Perform the following tasks once construction is complete: a. Finalize a set of record drawings. 2. Once the Contractor has fulfilled all obligations, prepare a final pay request for the Village's approval. ADDITIONAL OPTIONAL TASKS NOT INCLUDED IN THE BASE SCOPE OF SERVICES Jurisdictional Stormwater Permitting 1. Portion of the identified routing fall within the Floodway (Timber Trail) as well as the 100-Year Floodplain (Harger Road).Therefore, a DuPage County Stormwater Certification application (9- tab) is anticipated to be required. TAI will prepare the submittal including the pre-application meeting and revisions as required by the County. All fees associated with the application and permit will be paid for by the Village outside of this contract. 2. It is unknown whether regulated wetland buffers exist to the limits of the water main replacement. It is assumed that no wetlands are present, however a wetland delineation and County determination are anticipated to be required in order to complete the necessary permitting.Ecological delineation,determination,and reporting is included within this line item. Bidding Phase Services 1. Assist the Village with advertising the project for bid. 2. Attend a pre-bid meeting with the Village and prospective bidders 3. Respond to questions about bid documents. Issue addenda as appropriate to clarify, correct, or change the Bidding Documents 4. Attend the bid opening, prepare bid tabulation, and assist the Village in reviewing the bids, participate in any negotiations or clarification discussion and awarding contracts. 5. Furnish and supply drawings and project specification copies as required. Schedule The Village has not identified a formal schedule for the project, but it is noted that due to the STP funding available for programmatic year 2023, the water main replacement will need to be completed prior to roadway improvements.TAI has the staff and manpower necessary to begin the project immediately upon contract execution. Below is a sample schedule that would be reviewed with staff at the kick-off meeting: Task Description Target Completion Contract Execution/Kick-Off April 12th, 2022 Field Investigations & Utility Coordination (Task#1-4) May 15th, 2022 50% Plans, Specifications& Permit Submittal (Task#5-6) June 15th, 2022 100%Plans, Specifications&Coordination July 15th, 2022 *Construction services schedule dependent on Village bidding and procurement schedule. 71 Page r/OF 04, °e Village of Oak Brook Harger Road Water Main Replacement Av April4tl',2022 pcE�ouxr+`ya Estimated Engineering Hours &Compensation An amount equal to the cumulative hours charged to the Project by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Project,plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. The total compensation for services will not exceed $122,320.00 based on the following distribution of compensation: Prinicipal PLS Survey Engineer Engineer V Engineer Sr.Tech Line Hem Lhre Hem Crew Chief VI II Total Hours Total Cost Task No.1-Field Reconnaissance&Base Sheets 8 66 24 88 $ 14.900.00 Task No.2-JULIE Survey 8 16 24 $ 4,270.00 Task No.3-Geotech&LPC Analysis - $ 8 500-00 Task No.4-Utility Coordination 4 8 12 $ 2,030.00 Task No.5-50%Plans/Specs/Estimate 15 15 28 58 $ 9,210.00 Task No.6-Construction Permitting [EPA 4 8 24 36 $ 5,730.00 Task No.7-100%Plans/SpLcsfEstimate 16 16 30 62 $ 9,840.00 Task No.8-Pro ct Coordination 2 12 8 16 38 $ 6,310-00 Subtotal Hours 2 16 56 12 47 55 130 318 $ 60,790.00 Task No.1-Pr"onstnxtion Services, 2 2 4 w 8 $ 1,260-00 Task No.2-Submittal Review 2 4 16 22 $ 3150-00 Task No.3-Construction Observation405 405 $ 52,250.00 Task No.4-Post Construction 2 4 24 30 $ 4.870.00 Subtotal Hours 1 0 0 1 0 1 4 1 8 1 429 1 24 1 465 1$ 61,530.00 In addition to the base scope of services listed above, the Village may elect to include the following two optional tasks if requested: Jurisdictional Stormwater Permitting $12,500.00 Bidding Phase Services $5,400.00 The total estimated compensation for ENGINEER's services included in the breakdown by phases incorporates all labor, overhead, profit, Reimbursable Expenses and ENGINEER's Consultant's charges. The amounts billed for ENGINEER's services will be based on the cumulative hours charged to the PROJECT during the billing period by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and ENGINEER's Consultant's charges. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually as of January 11t to reflect equitable changes in the compensation payable to ENGINEER. 81 Page ATTACHMENT B INSURANCE REQUIREMENTS Certificates of Insurance shall be presented to the Village within fifteen (15) days after the receipt by the contractor of the Notice of Award and the unexecuted contract, it being understood and agreed that the Village will not approve and execute the contract until acceptable insurance certificates are received and approved by the Village. Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under the contract or permit, 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 combined single limit per occurrence for bodily injury, personal injury and property damage, provided that when the estimated cost of the work in question does not exceed $25,000, the required limit shall be $1,000,000; B. Automobile Liability (if applicable) - $1,000,000 combined single limit per accident for bodily injury and property damage; C. Worker's Compensation and Employer's Liability - Worker's Compensation limits as required by the Labor Code of the State of Illinois and Employer's Liability limits of$1,000,000 per accident. Any deductibles or self-insured retention must be declared to and approved by the Village. At the option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured retention as respects the Village, its officers, officials, employees and volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses to the extent of such deductible or self-insured retention. The policies shall contain, or be endorsed to contain, the following provisions: D. General Liability and Automobile Liability Coverage - (1) The Village, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Insured; premises owned, occupied or used by the Insured. The coverage shall contain no special limitations on the scope of protection afforded to the Village, its officers, officials, employees, volunteers, or agents. (2) The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not contribute with it. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officers, officials, employees, volunteers or agents. (4) The Insured's insurance shall apply separately to each covered party against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Worker's Compensation and Employer's Liability Coverage The policy shall waive all rights of subrogation against the Village, its officers, officials, employees, volunteers and agents for losses arising from work performed by the insured for the Village. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees, volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete, certified copies of all required insurance policies, at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.