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R-1393 - 09/09/2014 - PEDESTRIAN ACCESS - Resolutions RESOLUTION 2014-PED-ACCESS-ENG-CNSTRCT-R-1393 A RESOLUTION APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND ENGINEERING RESOURCE ASSOCIATES, INC., FOR CONSTRUCTION ADMINISTRATION SERVICES FOR PROJECTS B AND C OF THE PEDESTRIAN ACCESS PROJECT WHEREAS, the Village desires to improve pedestrian and bicycle access to the Oakbrook Center and the hotels, offices, businesses, universities, and residential developments located adjacent to or near the Oakbrook Center through implementation of 10 related infrastructure projects collectively known as the Pedestrian Access Project; and WHEREAS, as part of the Pedestrian Access Project, the Village will construct crosswalks, install pedestrian signals and lighted bollards, and extend sidewalks on 16th Street west of Spring Road (Project B) and at the intersection of Spring Road and Harger Road (Project C) (collectively, the"Work'); and WHEREAS, the Village desires to retain an engineer to provide construction observation and administration services related to the Work("Services"); and WHEREAS, Engineering Resource Associates, Inc. ("ERA"), designed the Work and has previously provided satisfactory engineering services to the Village in connection with streetscape projects; and WHEREAS, pursuant to the Local Government Professional Services Selection Act ("Act"), 50 ILCS 510/0.01 et seq., and Section 1-7-6 of the Village Code, the Village is not required to follow the notice, evaluation, and selection procedures set forth in the Act for engineering services provided by engineers who have a satisfactory relationship with the Village; and WHEREAS, the Village and ERA desire to enter into and execute an agreement for ERA to provide the Services to the Village for an amount not to exceed $45,486, which agreement is attached hereto as Exhibit A ("Agreement"); and WHEREAS, the President and Board of Trustees have determined that it is in the best interest of the Village to enter into the Agreement; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Approval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and ERA for the Services in substantially the same form attached hereto as Exhibit A. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the Agreement after receipt of the final Agreement fully executed by ERA. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2014-PED-ACCESS-CNSTRCT-R-1393 Award of Contract to Copenhaver Construction Page 2 of 3 APPROVED THIS 9th day of September, 2014. Gopal G. Lalmalani Village President PASSED THIS 9th day of September, 2014. Ayes: Trustees Adler, Baar, Manzo, Moy, Wolin, Yusuf Nays: None Absent: None ATTEST: 1 /b" t I II, ialk.A...„(14 1 Charlotte K. Pruss LV lo t`>' ,�:,. Village Clerk d Resolution 2014-PED-ACCESS-ENG-CNSTRCT-R-1393 Observation Services for Pedestrian Access Project 3 of 3 EXHIBIT A AGREEMENT • ` o'-t ' CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND ENGINEERING RESOURCE ASSOCIATES, INC. FOR CONSTRUCTION ENGINEERING SERVICES In consideration of the agreements set forth below, the Village of Oak Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and existing under the laws of the State of Illinois (the "Owner" or "Village"), and Engineering Resource Associates, Inc., 3s70I West Avenue, Suite 150, Warrenville, lllin is 60555, an engineering firm (the "Consultant"), make this Contract as of , 2014, 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 Scope of Work attached to this Contract as Attachment A,and 2. With the insurance coverage listed in Attachment B attached to this Contract. B. Approvals. Procure and furnish all approvals and authorizations specified in Attachment A. C. Insurance. Procure and furnish all required certificates and policies of insurance specified in Attachment B. D. 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 o t'Performance"). 1.2 Completion Date Consultant shall diligently and continuously perform the Services at such a rate as will allow the Services to be fully performed and completed in compliance with this Contract not later than the "Completion Date" set forth in Attachment A. The rate of progress and time of completion are referred to in this Contract as the"Contract Time." 1 • 1.3 Required Submittals A, Submittals Required. Consultant shall submit to Owner all reports, documents, data, and information required to be submitted by Consultant under this Contract (the"Required Submittals"). B. Time of Submission and Owner's Review. All Required Submittals shall be provided to Owner no later than the time, if any, specified in Attachment A, or otherwise in this Contract, If no time for submission is specified for any Required Submittal, then that Submittal shall be submitted within a reasonable time in light of its purpose and, in all events, in sufficient time, in Owner's opinion, to permit Owner to review that Submittal same prior to the commencement of any part of the Services to which that Submittal may relate. Owner shall have the right to require such corrections as may be necessary to make any Required Submittal conform to this Contract. No Services related to any Required Submittal shall be performed by Consultant until Owner has completed review of such Required Submittal with no exception noted. Owner's review and approval of any Required Submittal shall not relieve Consultant of the entire responsibility for the performance of the Services in full compliance with, and as required by or pursuant to this Contract, and shall not be regarded as any assumption of risk or liability by Owner. The Consultant shall not be held liable for claims of delay caused by the Owner's failure to timely review and approve any Required Submittal, 1.4 Review and Incorporation of Contract Provisions Consultant represents and declares that it has carefully reviewed, and fully understands, this Contract, including all of its Attachments, all of which are by this reference incorporated into and made a part of this Contract. • 1.5 Financial and Technical Ability to Perform Consultant represents and declares that it is financially solvent, and has the financial resources necessary, and has sufficient experience and competent, and has the necessary capital, facilities, organization, and staff necessary to provide, perform, and complete the Services in full compliance with,and as required by or pursuant to, this Contract. 1.6 Time Consultant represents and declares that the Contract Time is sufficient time to permit completion of the Services in full compliance with, and as required by or pursuant to, this Contract for the Contract Price, 1.7 Consultant's Personnel and Sub-Consultants A. Consultant's Personnel. Consultant shall provide all personnel necessary to complete the Services. B. Approval and Use of Sub-Consultants. Consultant shall perform the Services with its own personnel and under the management, supervision, and control of its own 2 organization unless otherwise approved by Owner in writing. All sub-consultants and subcontracts used by Consultant shall be acceptable to, and approved in advance by, Owner. Owner's approval of any sub-consultant or subcontract shall not relieve Consultant of 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 all existing studies, reports, and other available data relevant to the Project; (d)arrange for access to and make all provisions for Consultant to enter upon public and private property as reasonably required for Consultant to 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; (j)attend Project related meetings; and (k)give prompt written notice to Consultant whenever Owner observes or otherwise becomes aware of any development that affects the scope or timing of the Services, provided, however, that failure to give such notice shall not relieve Consultant of 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 3 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 I.9A above, Owner shall pay Consultant(I)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 Chances Owner shall have the right, by written order executed by Owner, to make changes to the timing or scope of the Services to be provided pursuant to this Contract (a "Services Change • Order"). When a Services Change Order causes an increase or decrease in the amount of the Services, an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Services caused by any Services Change Order shall entitle • Consultant to make any claim for damages, anticipated profits, or other compensation. Consultant shall not undertake any change in the Services without receipt of an executed Services Change Order from Owner. 2.2 Delays For any delay that may result from causes that could not be avoided or controlled by Consultant, Consultant, upon timely written application, shall be entitled to an extension of the Contract Time for a period of time equal to the delay resulting from such unavoidable cause. No extension of the Contract Time shall be allowed for any other delay in completion of the Services. In the event of a delay in the project outside of the control of Consultant that affects Consultant's ability to perform the Services, the Contract Price shall be adjusted for any actual increase in costs necessarily incurred by Consultant in the performance of the Services. 2.3 No Constructive Service Change Orders No claim for an equitable adjustment in the Contract Price or Contract Time shall be made or allowed unless it is embodied in a Services Change Order agreed to by Owner and Consultant. If Consultant believes it is entitled to an equitable adjustment in the Contract Price or Contract Time that has not been included, or fully included, in a Services Change Order, then Consultant shall submit to Owner a written request for the issuance of, or revision of, a Services Change Order, including the equitable adjustment, or the additional equitable adjustment, in the Contract Price or Contract Time that Consultant claims has not been included, or fully included, 4 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 1.1D 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 5 complete and prompt performance, as Owner may impose in the exercise of its sole discretion. Such policies shall be in a form reasonably acceptable to Owner and from companies with a general rating of A-, and a financial size category of Class V or better, in Best's Insurance Guide and otherwise reasonably acceptable to Owner. Such insurance shall provide that no change to or cancellation of any insurance, nor any reduction in limits or coverage or other modifications affecting this Agreement, shall become effective until the expiration of 30 days after written notice thereof shall have been given by the insurance company to Owner. Consultant shall, at all times while providing,performing, or completing the Services, including without limitation at all times while providing corrective Services pursuant to Section 3.2 of this Contract, maintain and keep in force, at Consultant's expense, at least the minimum insurance coverage and limits set forth in Attachment B. 4.2 Indemnification Consultant, without regard to the availability or unavailability of any insurance, either of Owner or Consultant, shall, to the fullest extent permitted by law, indemnify, save harmless, and reimburse Owner against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, that may arise or be alleged to have arisen out of or in connection with Consultant's negligent acts, errors, or omissions, except only to the extent caused by the sole negligence of Owner. ARTICLE V PAYMENT 5,1 Contract Price Owner shall pay to Consultant, in accordance with and subject to the terms and conditions set forth in this Article V and Attachment A, and Consultant shall accept in full satisfaction for providing, performing, and completing the Services, the amount or amounts in the schedule of prices set forth in Attachment A ("Contract Price"), subject to any additions, • • deductions, or withholdings provided for in this Contract. 5.2 Taxes,Benefits and Royalties The Contract Price includes applicable federal, state, and local taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar benefits. Consultant shall have no claim or right to claim additional compensation by reason of the payment of any such tax,contribution,premium,costs,royalties,or fees. 5.3 Progress Payments A. Payment in Installments. The Contract Price shall he 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 6 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 ease 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 7 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: I. 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. 8 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.l-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 5133E-1 e! 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. 9 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 property 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 60302 Attention: Village Manager Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Engineering Resource Associates,Inc. 3s701 West Avenue,Suite 150 Warrenville,Illinois 60555 Attention: John F. Mayer,Project Manager The foregoing shall not be deemed to preclude the use of other non-oral means of notification or to invalidate any notice properly given by any such other non-oral means. 10 ,Q� l Yo H 13. e7. 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. 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 el 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. Consultant shalt 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. The Owner agrees to defend and hold the Consultant and the Consultant's consultants harmless from any causes of action, claims, losses, damages and expenses of any nature whatsoever, including reasonable attorney's fees, resulting from any unauthorized re-use of the Consultant's and Consultant's sub-consultants' materials. 11 • 7.13 Time Except where otherwise stated, references in this Contract to clays shall be construed to refer to calendar days. 7.14 Severnbility 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. 7.16 Amendments • • No modification, addition, deletion, revision, alteration, or other change to this Contract • shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Consultant. IN WITNESS WHEREOF, Owner and Consultant have caused this Contract to be executed in two original counterparts as of the day and year first written above. Village of Oak ook By: .e��lr!G. Lalmalani Village President Attest: By: _�._. . _ !i Name: C r- DII A Title: Sir Engineering Resource As•ocis es,I c. By: Name: F °42.y. Title: P(2o. ice 1,7,..1"/"044122._V 12 Attest: By: Name: /eopo✓er /17 ,BE:OOLC-- Title: 13 ATTACHMENT A I. Scope of Services Consultant will provide construction engineering and material testing services for the Pedestrian Access Project B & C, which projects include the construction of crosswalks, the installation of pedestrian signals and lighted bollards, and extending the sidewalks on 16th Street west of Spring Road (Project B), at the intersection of Spring Road and Harger Road (Project C) and, if completed concurrently, the Marriot site (Project Gl-private) in accordance with the following work plan: 1. Meetings and Coordirzatiotz The following meetings are anticipated during the construction phase of this project: Attend pre-construction meeting with contractor, Village of Oak Brook staff, Oakbrook Mall representative, Oak Brook Club representative, landscape architect sub-consultant, utility companies and others. Weekly project meetings to review contractor progress, discuss project issues, coordinate with projects and view upcoming operations. Distribute meeting summaries to attendees and other interested parties. Coordinate with testing consultant and contractor to ensure material testing conforms to contract requirements. 2. Shop Drawings& Submittals Record data received, maintain a file of drawings and submissions, and check construction for compliance with them. Review shop drawings and other submittals from the project contractor for conformance with the requirements of the contract documents. Notify the Village of any deviations or substitutions. With the notification, provide the Village with a recommendation for acceptance or denial, and request direction from the Village regarding the deviation or substitution. 3. Scheduling Monitor contractor's progress and adherence to project schedule. Review schedule with contractor on a daily basis and require contractor to update schedule on a weekly basis as necessary. Track and record calendar and working days as they are expended. 4. Construction Observation Provide one, full-time resident engineer for the anticipated number of 40 actual days worked. Serve as the Village's liaison with the contractor primarily through the contractor's superintendent,public/private utilities and various jurisdictional agencies. Arrange required material testing with the testing sub-consultant. Review weekly progress, prepare a weekly summary to be approved by the Village and distributed by mail to the interested parties. Daily review and inspection of traffic and erosion control items. Maintain a database of names, addresses and telephone numbers of subcontractors, contractors, suppliers,and utility companies and other entities involved with the project. Alert the contractor's field superintendent when un-approved materials or equipment are being used and advise the Village of such occurrences. 5. Documentation Consultant will utilize standard IDOT inspection reports and other construction documentation that complies with IDOT documentation procedures including; Track and measure contract pay item quantities using Inspector's Daily Reports. Keep and maintain a daily diary summarizing contractor operations, coordination activities, weather,project issues,etc. Collect and file material tickets. Prepare weekly reports. Submit project documentation to Consultant office for use in reviewing contractor pay request. Track contractor time and materials expended on extra work items, 6. Material Testing Consultant's material testing sub-consultant, Rubino Engineering, will be on site during pouring operations to ensure PCC materials meet the requirements of the specifications. A total of seven concrete test pours will be performed. 7. Pay Request& Change Order Review Review applications for payment and compare to documentation records on a monthly basis. Forward recommendations for payment to Village staff. • Review change order documentation and justifications. Forward change order recommendations to Village staff. 8. Project Close-Out Prepare a list of items for correction by the contractor. Review testing results and incorporate into punch list. Work with Village staff to incorporate items into the punch list. Work with contractor to complete all punch list items in a timely,responsive manner. 9. Construction Layout and Record Drawings The project contractor will be required to provide construction layout services and to provide accurate,complete record drawings at the completion of construction. Consultant will provide control information and spot check contractor layout. Consultant will also work with the contractor to ensure a complete set of record drawings is completed. II. Schedule The Project Commencement Date is September 22, 2014, and the Project is to be completed by November 21, 2014 within an anticipated number of 40 actual days worked. HI. Fees The Contract Price for the construction engineering services described in the Agreement are on a direct labor multiplier, not to exceed basis. Our direct labor multiplier for this assignment will be 2.80 times direct employee hourly rates. Direct costs will be charged at their actual rate incurred with no markup.The fees are summarized as follows: Task Hours Fee Construction Engineering Services 422 $36,911 Direct Costs&Material Testing Sub-Consultant $8,575 Total,Not-To-Exceed 422 $45,486 Fees are based upon a completion date of November 21,2014. If the project exceeds beyond this period, additional fees may be required. ATTACHMENT B INSURANCE REQUIREMENTS The Consultant shall obtain insurance of the types and in the amounts listed below: The Consultant and all subcontractors of Consultant performing any work pursuant to this Agreement shall be required to carry such insurance as specified herein. The Consultant and subcontractors shall procure and maintain for the duration of the Agreement insurance with limits no less than: A. General Liability - $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, provided that when the estimated cost of the work in question does not exceed$5,000,the required limit shall be$500,000; 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. • ® A o DATE(MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE 09/15/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 1-800-527-9049 CONTACT PRODUCER NAME: Holmes Murphy and Associates PHONE FAX - Peoria (A/C,No.Eat): (NC,No): E-MAIL 311 S.W. Water Street ADDRESS: Suite 211 INSURER(S)AFFORDING COVERAGE NAIC# Peoria, IL 61602-4108 Paula Dixon INSURER A: SENTINEL INS CO LTD 11000 INSURED INSURERS: HARTFORD ACCIDENT & IND CO 22357 Engineering Resource Associates, Inc. INSURER C: XL SPECIALTY INS CO 37885 3S701 West Street, Suite 150 INSURER D; INSURER E: Warrenville, IL 60555 INSURER F: COVERAGES CERTIFICATE NUMBER: 41424795 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUER POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DDIYYYY) (MMIDDIYYYY) A GENERAL LIABILITY X X 83SHAZQ6429 08/15/14 08/15/15 EACH OCCURRENCE $1,000,000 X $ DAMAGE TO RENTED 1,000,000 COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 —1 POLICY X PRO- X LOC $ A AUTOMOBILE LIABILITY X X 83UECNM2684 08/15/19 08/15/15 COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY(Per person) $ X ANY AUTO ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _AUTOS PROPERTY DAMAGE $ NON-OWNED (Per accident) X HIRED AUTOS R AUTOS $ A X UMBRELLA LIAB X OCCUR X X 83SBAZQ6429 08/15/14 08/15/15 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5,000,000 DED RETENTION$10,000 $ WORKERS COMPENSATION X 83WECLV8434 08/15/19 08/15/15 X ToRVLAMITS OR_ B AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE IY!N E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 C Professional Liability X DPR9718077 08/15/19 08/15/15 Each Claim 2,000,000 Claims Made Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD.101,Additional Remarks Schedule,if more space is required) Village of Oak Brook, IL, its officers, officials, employees and volunteers are additional insured on a primary and non-contributory basis on the general and umbrella liability. Waiver of subrogation applies on all policies. A provision for a 30-day notice of cancellation to the certificate holder applies on the general, auto and umbrella liability and workers compensation. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Village of Oak Brook THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1200 Oak Brook Road AUTHORIZED REPRESENTATIVE Oak Brook, IL 60302 Na(.?e X71`"1 USA I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD tstoeckeril 41424795 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred;or "employees", "volunteer workers", any partner or member(if you are (2) "Personal and advertising injury a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person(other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die,but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However,no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment;or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge,any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of IP` an insured under this provision. the voting stock, will qualify as a Named E Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier;and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However,no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily injury" or "property damage" arising out of the sole Any person(s)or organization(s)(referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of"your products"which are distributed acting on its behalf. However,this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement; (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality;or (a) Any "occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or it f. Any Other Party (b) Structural alterations, new t\ 1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects,Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect,engineer,or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury"caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you;or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies,the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising .out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b.above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage"to any one premises, while b. Claims made or"suits"brought;or rented to you,or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion,the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard"is damage results from fire,lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of; expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision;or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, • whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery if you have agreed in a written if the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other / transfer those rights to us and help us surance. r ---° "~ enforce them. This condition does not Paragraphs(a)and (b)do not apply to jy-to Medical.Expenses Coverage.. .. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit"if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WORKERS' COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number: 83 WEC LV8434 Endorsement Number: Effective Date: 08/15/14 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: ENGINEERING RESOURCE ASSOCIATES, INC. 3S701 WEST STREET SUITE 150 WARRENVILLE IL 60555 Section I of this endorsement expands coverage provided under WC 00 00 00. Section II of this endorsement provides additional coverage usually only provided by endorsement. Section III of this endorsement is a Schedule of Covered States. You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION I 2 B. Part One Does Not Apply 3 PARTS ONE and TWO 2 C. Application of Coverage 3 01 We Will Also Pay 2 D. Additional Exclusions 3 PART-THREE 2 EXTENDED OPTIONS 4 02 How This Insurance Works 2 01 Employers'Liability Insurance 4 PART-SIX 2 02 Uninte aI.J~ailurerto:D' close 4 03 Transfer of Your Rights and Duties 2 .- azards 04 Liberalization 2 03 Waiver of Our Right to Recover from 4 SECTION II 2 Others VOLUNTARY COMPENSATION 2 I 04 Foreign Voluntary Compensation 4 INSURANCE . ow-T-hir Reimbursement-Applies 4 05 Voluntary Compensation Insurance 2 B. We Will Reimburse 4 A. How This Insurance Applies 2 C. Exclusions 4 B. We Will Pay 3 D. Before We Pay 5 C. Exclusions 3 E. Recovery From Others 5 D. Before We Pay 3 F. Reimbursement For Actual Loss 5 E. Recovery From Others 3 Sustained F. Employers'Liability Insurance 3 G. Repatriation 5 EMPLOYERS' LIABILITY STOP GAP 3 H. Endemic Disease 5 ENDORSEMENT 05 Longshore and Harbor Workers' 5 06 Employers'Liability Stop Gap 3 Compensation Act Coverage Coverage Endorsement A. Stop Gap Coverage Limited to 3 SECTION III 6 North Dakota, Ohio,Washington, 01 Schedule of Covered States 6 and Wyoming Form WC 99 03 81 Printed in U.S.A. Page 1 of 6 Process Date: 05/31/14 Policy Expiration Date: 08/15/15 ©2000, The Hartford SECTION I PARTS ONE and TWO PART THREE 1. WE WILL ALSO PAY 2. How This Insurance Applies D. We Will Also Pay of Part One(WORKERS' Paragraph 4. of A. How This Insurance COMPENSATION INSURANCE); and Applies of Part 3 (Other States Insurance) is replaced by the following: E. We Will Also Pay of Part Two (EMPLOYERS' LIABILITY INSURANCE) is 4. If you have work on the effective date of this replaced by the following: policy in any state not listed in Item 3.A. of the Information Page, coverage will not be We Will Also Pay afforded for that state unless we are notified We will also pay these costs, in addition to within sixty days. other amounts payable under this insurance, as part of any claim, proceeding, or suit we PART SIX defend: 3. Transfer Of Your Rights and Duties 1. reasonable expenses incurred at our C. Transfer Of Your Rights and Duties of request,INCLUDING loss of earnings; Part 6 (Conditions) is replaced by the 2. premiums for bonds to release following: attachments and for appeal bonds in Your rights or duties under this policy may bond amounts up to the limit of our not be transferred without our written liability under this insurance; consent. 3. litigation costs taxed against you; If you die and we receive notice within sixty 4. interest on a judgment as required by days after your death, we will cover your law until we offer the amount due under legal representative as insured. this law;and 4. Liberalization 5. expenses we incur. If we adopt a change in this form that would broaden the coverage of this form without extra charge, the broader coverage will apply to this policy. It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION AND to work in a state shown in Item 3.A. of EMPLOYERS' LIABILITY COVERAGE the Information Page. 5. Voluntary Compensation Insurance 3. The bodily injury must occur in the United States of America, its territories A. How This Insurance Applies or possessions, or Canada, and may This insurance applies to bodily injury by occur elsewhere if the employee is a accident or bodily injury by disease. Bodily United States or Canadian citizen, or injury includes resulting death. otherwise legal resident, and legally 1. The bodily injury must be sustained by employed, in the United States or any officer or employee not subject to Canada and temporarily away from the workers' compensation law of any those places. state shown in Item 3.A. of the 4. Bodily injury by accident must occur Information Page. during the policy period. 2. The bodily injury must arise out of and in 5. Bodily injury by disease must be caused the course of employment or incidental or aggravated by the conditions of the Form WC 99 03 81 Printed in U.S.A. Page 2 of 6 officer's or employee's employment.The recovery and the benefits we paid. We will officer's or employee's last day of last pay the balance to the persons entitled to it. exposure to the conditions causing or If the persons entitled to the benefits of this aggravating such bodily injury by insurance make a recovery from others,they disease must occur during the policy must reimburse us for the benefits we paid period, them. B. We Will Pay F. Employers'Liability Insurance We will pay an amount equal to the benefits Part Two (Employers' Liability Insurance) that would be required of you as if you and applies to bodily injury covered by this your employees were subject to the workers' endorsement as though the State of compensation law of any state shown in Employment was shown in Item 3.A. of the Item 3.A. of the Information Page. We will Information Page. pay those amounts to the persons who This provision 5. does not apply in New Jersey or would be entitled to them under the law. Wisconsin. C. Exclusion EMPLOYERS' LIABILITY STOP GAP COVERAGE This insurance does not cover: 6. Employers'Liability Stop Gap Coverage 1. any obligation imposed by workers' A. This coverage only applies in North Dakota, compensation or occupational disease Ohio,Washington,and Wyoming. law or any similar law. B. Part One (Workers' Compensation 2. bodily injury intentionally caused or Insurance) does not apply to work in states aggravated by you. shown in Paragraph A above. 3. officers or employees who have elected C. Part Two (Employers' Liability Insurance) not to be subject to the state workers' applies in the states,shown in Paragraph A., compensation law. as though they were shown in Item 3.A. of 4. partners or sole proprietors not covered the Information Page. under the Standard Sole Proprietors, D. Part Two, Section C.Exclusions is changed Partners, Officers and Others Coverage by adding these exclusions. Endorsement. D. Before We Pay This insurance does not cover; 5. bodily injury intentionally caused or Before we pay benefits to the persons aggravated by you or in Ohio bodily entitled to them,they must: injury resulting from an act which is 1. Release you and us, in writing, of all determined by an Ohio court of law to responsibility for the injury or death. have been committed by you with the 2. Transfer to us their right to recover from belief that an injury is substantially others who may be responsible for the certain to occur. However, the cost of injury or death. defending such claims or suits in Ohio is 3. Cooperate with us and do everything covered. necessary to enable us to enforce the 13. bodily injury sustained by any member right to recover from others. of the flying crew of any aircraft. If the persons entitled to the benefits of this 14. any claim for bodily injury with respect to insurance fail to do those things, our duty to which you are deprived of any defense pay ends at once. If they claim damages or defenses or are otherwise subject to from you or from us for the injury or death, penalty because of default in premium our duty to pay ends at once. under the provisions of the workers' E. Recovery From Others compensation law or laws of a state shown in Paragraph A. If we make a recovery from others, we will keep an amount equal to our expenses of Form WC 99 03 81 Printed in U.S.A. Page 3 of 6 EXTENDED OPTIONS 1. Employers'Liability Insurance 4. Foreign Voluntary Compensation and Item 3.B. of the Information Page is replaced Employers'Liability Reimbursement by the following: A. How This Reimbursement Applies B. Employers'Liability Insurance: This reimbursement provision applies to bodily 1. Part Two of the policy applies to work in injury by accident or bodily injury by disease. each state listed in Item 3.A. Bodily injury includes resulting death. The Limits of Liability under Part Two 1. The bodily injury must be sustained by an are the higher of: officer or employee. Bodily Injury 2. The bodily injury must occur in the course by Accident $500,000 Each Accident of employment necessary or incidental to work in a country not listed in Exclusion Bodily Injury C.1.of this provision. by Disease $500,000 Policy Limit 3. Bodily injury by accident must occur during the policy period. Bodily Injury 4. Bodily injury by disease must be caused or by Disease $500,000 Each Employee aggravated by the conditions of your employment. The officer or employee's OR last exposure to those conditions of your 2. The amount shown in the Information employment must occur during the policy Page. period. This provision 1 of EXTENDED OPTIONS does B. We Will Reimburse not apply in New York because the Limits Of Our We will reimburse you for all amounts paid by Liability are unlimited. you whether such amounts are: In this provision the limits are changed from 1. voluntary payments for the benefits that $500,000 to$1,000,000 in California. would be required of you if you and your 2. Unintentional Failure to Disclose Hazards officers or employees were subject to any If you unintentionally should fail to disclose all workers' compensation law of the state of existing hazards at the inception date of your hire of the individual employee. policy, we shall not deny coverage under this 2. sums to which Part Two (Employers' policy because of such failure. Liability Insurance) would apply if the 3. Waiver of Our Right To Recover From Others Country of Employment were shown in Item 3.A.of the Information Page. A. We have the right to recover our payments C. Exclusions from anyone liable for an injury covered by this policy. We will not enforce our right This insurance does not cover: against any person or organization for whom 1. any occurrences in the United States, you perform work under a written contract Canada, and any country or jurisdiction that requires you to obtain this agreement which is the subject of trade or economic from us. sanctions imposed by the laws or This agreement shall not operate directly or regulations of the United States of America indirectly to benefit anyone not named in the in effect as of the inception date of this agreement. policy. B. This provision 3.does not apply in the states 2. any obligation imposed by a workers' of Pennsylvania and Utah. compensation or occupational disease law,or similar law. 3. bodily injury intentionally caused or aggravated by you. Form WC 99 03 81 Printed in U.S.A. Page 4 of 6 4. liability for any consequence, whether of America necessarily incurred as a direct direct or indirect, of war, invasion,act of result of bodily injury. Foreign enemy, hostilities (whether war Our reimbursement shall be limited as be declared or not), civil war, rebellion, follows: revolution, insurrection or military or usurped power. No endorsement now 1• to the amount by which such expenses or subsequently attached to this policy exceed the normal cost of returning the shall be construed as overriding or officer or employee if in good health,or waiving this limitation unless specific 2. in the event of death, to the amount by reference is made thereto. which such expenses exceed the normal D. Before We Pay cost of returning the officer or employee if alive and in good health. Before we reimburse you for the benefits to In no event shall our reimbursement exceed the persons entitled to them, you must have them: the bodily injury by accident limit shown in Item 3.B. of the Information Page as 1. release you and us, in writing, of all respects any one such officer or employee responsibility for the injury or death, whether dead or alive. 2. transfer to us their right to recover from H. Endemic Disease others who may be responsible for their injury or death, The word "disease" includes any endemic diseases. 3. cooperate with us and do everything The coverage applies as if endemic necessary to enable us to enforce the right to recover from others. diseases were included in the provisions of the workers'compensation law. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse 5. Longshore and Harbor Workers' ends at once. If they claim damages from Compensation Act Coverage us for the injury or death, our duty to General Section C. Workers' Compensation reimburse ends at once. Law is replaced by the following: E. Recovery From Others C. Workers'Compensation Law If we make a recovery from others, we will Workers' Compensation Law means the keep an amount equal to our expenses of workers or workers' compensation law and recovery and the benefits we reimbursed. occupational disease law of each state or We will pay the balance to the persons territory named in Item 3.A. of the entitled to it. If persons entitled to the Information Page and the Longshore and benefits make a recovery from others, they Harbor Workers'Compensation Act(33 USC must repay us for the amounts that we have Sections 901-950). It includes any reimbursed you. amendments to those laws that are in effect F. Reimbursement for Actual Loss during the policy period. It does not include Sustained any other federal workers or workers' compensation law, other federal This endorsement provides only for occupational disease law or the provisions reimbursement for the loss you actually of any law that provide nonoccupational sustain. In order for you to recover loss or disability benefits. expenses under this reimbursement you must: Part Two (Employers' Liability Insurance),C. Exclusions, exclusion 8, does not apply to 1. actually sustain and pay the loss or work subject to the Longshore and Harbor expense in money after trial,or Workers'Compensation Act. 2. secure our consent for the payment of This coverage does not apply to work the loss or expense. subject to the Defense Base Act, the Outer G. Repatriation Continental Shelf Lands Act, or the Our reimbursement includes the additional Nonappropriated Fund Instrumentalities Act. expenses of repatriation to the United States Form WC 99 03 81 Printed in U.S.A. Page 5 of 6 SECTION III 1. SCHEDULE OF COVERED STATES B. If a state, shown in Item 3.A. of the A. This endorsement only applies in the states Information Page, approves this listed in this Schedule of Covered States. endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval. C. Schedule of Covered States: IL Form WC 99 03 81 Printed in U.S.A. Page 6 of 6