R-1487 - 09/08/2015 - AGREEMENTS - Resolutions RESOLUTION 2015-BGC-GAS-CNTRCT-R-1487
A RESOLUTION APPROVING AND AUTHORIZING THE AWARD AND EXECUTION OF A
CONTRACT FOR THE BUTLER GOVERNMENT GAS HEAT TRANSITION BY AND BETWEEN THE
VILLAGE OF OAK BROOK AND TRANE US
WHEREAS, the Village desires to upgrade the gas heat units of the Butler Government Center by
replacing the controls of the heating units with a digital control system ("Work'j; and
WHEREAS, the Village solicited bids for the completion of the Work, pursuant to which the
Village received 2 bids; and
WHEREAS, Trane US of Willowbrook, Illinois ("Trane"), is the lowest responsible bidder for the
completion of the Work; and
WHEREAS, the Village and Trane desire to enter into and execute an agreement for the
completion of the Work in an amount not to exceed $167,965.00 ("Agreement'), which Agreement is
attached to this Resolution as Exhibit A; 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 with Trane;
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 Trane in substantially the same form attached to
this Resolution as Exhibit A, and in a final form acceptable to the Village Attorney.
Section 3: Authorization and Execution of the Agreement. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the Agreement on behalf of the Village after receipt
of the final Agreement fully executed by Trane.
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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]
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Resolution 2015-BGC-GAS-CNTRCT-R-1487
BGC Gas Heat Transition
Page 2 of 2
APPROVED THIS 8th day of September, 2015
✓.
Gopa . Lalmalani
Village President
PASSED THIS 8th day of September, 2015
Ayes: Trustees Baar, Manzo, Moy, Tiesenga, Yusuf
Nays: Trustee Adler
Absent: None
ATTEST:
Charlotte K. Pruss
1 ' Village Clerk
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EXHIBIT A
AGREEMENT
#36893296 vl
VILLAGE OF OAK BROOK
CONTRACT FOR BUTLER GOVERNMENT CENTER
AUTOMATION SYSTEM UPGRADE
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VILLAGE OF OAK BROOK
CONTRACT FOR BUTLER GOVERNMENT CENTER
AUTOMATION SYSTEM UPGRADE
TABLE OF CONTENTS
Page
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ARTICLE 1: THE WORK ..............................................................................................
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1.1 Performance of the Work...........................................................................................
/
12 Commencement and Completion Dates.....................................................................2
� 2
1.3 Submittals----.-----.--.,—..,.__',,__,,____.,._,,._._..
A. Submittals ----------._---.--_--_,..,,.__—.~^__,,_.2
2
B. Number and Format...........................................................................................
__,.
C. Time nf Submission and Owner's Review-------------------..--2
D. for T��ov..—_—...—.....---------.-------.---.--.z
3
l.4 Iloviovv and ] a1iouof(�notrm: 9rovia�)uu .------------------
. �
1'5 Conditions at the Work Site; Record 1]rovrongo.—..—..—.-------------
1.6 Technical Ability 10 Perform......................................................................................*
' ' 4 '
1.7 Financial toyertbzoz------.----------.--.—.~..,—_._.—.—
1.8 Tioe—..—....--.—..--.-------'----------------'-----~�
4
1.9 Safety ai the Work Site......................................................................................
.~.—.
5
I.l0 Cloan}�o�oonft�n\�oz�5�nau��uv�ono---.....~.--.-----.—.---.--..
]]l Damage to the Work,the Work Site, and Other Property.--.'----.----.--5
1]2 Subcontractors and Suppliers—..--..—..--,.---..--,—~—.._.,__—.__.5
A. Approval and Use of Subcontractors and Suppliers..----~.----.^--...--5
..—.h B. Removal of Subcontractors and Suppliers ........................................................
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1'13 Simultaneous Work Bv Others...................................................................................o �
6
1.14 Prior to Final --.-----.-----.—..-------._.—_.
1.15 Owner's Right to Terminate or Suspend WorktbzCoovnoieoce--.—.-------b
A. Terou\no1uuorS � fhrConveoieocc.----------------
----n
~ — --.—�
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B. ^~,~ ~—for ---� -- � nck--.—.-----...~.----..—...-----.
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ARTIK���ED1: K��|A]���D�0A2�D�8�D�K^d�/S----.----.------_----.------ �
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2.1 Changes ......................................................................................................................7
2.2 Delays.........................................................................................................................7
A. Extensions for Unavoidable Delays ...........................................................................7
B. No Compensation for Delays .....................................................................................7
ARTICLE III: CONTRACTOR'S RESPONSIBILITY FOR DEFECTIVE WORK.......7
3.1 Inspection; Testing; Correction of Defects...........................................................
.....7 '
A. Inspection...................................................................................................................7
B. Re-Inspection..............................................................................................................7
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C. Correction...................................................................................................................8
3.2 Warranty of Work.......................................................................................................8
A. Scope of Warranty......................................................................................................$
B. Repairs;Extension of Warranty .................................................................................8
C. Subcontractor and Supplier Warranties......................................................................8
3.3 Ommer's Right to Correct...........................................................................................8
ARTICLE IV: FINANCIAL ASSURANCES........................................................................9
4.1 Bonds..........................................................................................................................9
4.2 Insurance.....................................................................................................................9
4.3 Indemnification...........................................................................................................9
ARTICLEV: PAYMENT .......................................................................................................9
5.1 Contract Price.....................................................................................................I.......9
5.2 Taxes and Benefits .....................................................................................................9
5.3 Progress Payments....................................................................................................10
A. Payment in Installments .....................................................................I.....................10
B. Pay Requests.............................................................................................................10
C. Work Entire..............................................................................................................10
5.4 Final Acceptance and Final Payment.......................................................................10
A. Notice of Completion ..............................................................10
B. Punch List and Final Acceptance.............................................................................10
C. Final Payment...........................................................................................................10
5.5 Liens.........................................................................................................................11
A. Title...........................................................................................................................11
B. Waivers of Lien........................................................................................................11
C. Removal of Liens .....................................................................................................11
D. Protection of Owner Only ........................................................................................11
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5.6 Deductions...........................................................................................................
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A. Owner's Right to Withhold......................................................................................
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B. [lme0f\��hheld Funds------.-----.--^—._._—_.__.-,'._,,__'_
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A��TI��L��VI: ��D8PK7T�IS A]�D�D�O�UE��DES--.------------------__..
6.1 Dispute Resolution Procedure..................................................................................l3
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A. Y�otceofI}iynnheo and (l6ieotnnx.—.._~,___,_,.____,_,._~.,_,___.
B. Negotiation of Disputes and Objections...................................................................l2
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6.2 (�ootoat»c`mDuu)nd�s .—.—...—..----_-------..---.-------..
n ~.l3
0.3 Owner's Remedies
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6.4 Owner's Additional l�cxoe6vfor I}oloy--------------.---_—.—_—
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6.5 Terminations and Suspensions Z)eonmedfor CooYeoueoou----------'--.
ARTICLE VII: LEGAL RELATIONSHIPS AND REQUIREMENTS.--------..l4
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7.1 Binding
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7'2 Relationship of the Parties........................................................................................
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7.3 No lntercots-----.--------..—..--..----.—
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7.4 —^------'--------------------'---------'
7.5 CoofideotialInformation..........................................................................................l5
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7.6 l�o �Vmvor..--.----.--.--.---.-------..---.---------.
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7J l�u3��rdPo�Y]�nno�obo�s—...----..--...—.—.-.---__._—_—_.__.
_,,l6 7.8 Notices................................................................................................................
......17 7.9 Governing Laws
17
7.10 io Laws--------.----.--------.----_.-----___�
IllCompliance with Laws.............................................................................................l7
.......17 Compliance Required........................................................................................
B. Liability for Fines. Penalties.....................................................................................l7
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C. Prevailing Wage Act.................................... .....................................................
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D. I�000iredProvisions CeezoodIouc�nd--..^—~.—~----.--..----..—~.
7.12 Compliance with Patents........ .................................................................................l8
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A. Assumption o� and Fees----^—._—'___—.___,__,_..
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B. I�f�c1nf[\/ntruck> Being Enjoined----.--------.----.--~.--_.
18
7.13 Time...................................................................................................................
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7.14 8nvernhibty-----~..—.'-----------------------.-----
.......19
7.15 Entire --.--.—.^--..--.---_..---.-----.-----._
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7.16 Amendments......................................................................................................
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Contractor's Certification
Attachment A: Supplemental Schedule of Contract Terms
Attachment B: Specifications
Attachment C: List of Drawings
Attachment D: Special Project Requirements
Appendix 1: Prevailing Wages
Appendix 2: Form of Performance Bond
Appendix 3: Form of Labor and Materials Bond
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VILLAGE OF OAK BROOK
CONTRACT FOR BUTLER GOVERNMENT CENTER
AUTOMATION SYSTEM UPGRADE
In consideration of the mutual promises set forth below, the Village of Oak Brook, 1200
Oak Brook Road, Oak Brook, Illinois, 60523, an Illinois municipal corporation ("Owner"),
and Trane U.S., Inc., 7100 South Madison Street, Willowbrook, Illinois, 60527, a
Corporation ("Contractor"), make this Contract as of -1 , 2015, (the "Effective
Date") and hereby agree as follows:
ARTICLE I: THE WORK
1.1 Performance of the Work
Contractor, at its sole cost and expense, must provide, perform, and complete all of the
following, all of which is herein referred to as the "World':
1. Labor Equipment, Materials, and Supplies. Provide, perform, and complete, in
the manner described and specified in this Contract, all necessary work, labor,
services, transportation, equipment, materials, apparatus, machinery, tools, fuels,
gas, electric, water, waste disposal, information, data, and other means and items
necessary to accomplish the Project at the Work Site, both as defined in
Attachment A, in accordance with the specifications attached hereto as
Attachment B, the drawings identified in the list attached hereto as Attachment C,
and the Special Project Requirements attached hereto as Attachment D.
2. Permits. Except as otherwise provided in Attachment A, procure and furnish all
permits, licenses, and other governmental approvals and authorizations necessary
in connection therewith.
3. Bonds and Insurance. Procure and furnish all Bonds and all certificates of
insurance specified in this Contract.
4. Taxes. Pay all applicable federal, state, and local taxes.
5. Miscellaneous. Do all other things required of Contractor by this Contract,
including without limitation arranging for utility and other services needed for the
Work and for testing, including the installation of temporary utility lines, wiring,
switches, fixtures, hoses, connections, and meters, and providing sufficient
sanitary conveniences and shelters to accommodate all workers and all personnel
of Owner engaged in the Work.
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CONTRACT
6. Quali Provide, perform, and complete all of the foregoing in a proper and
workmanlike manner, consistent with the highest standards of professional and
construction practices and in full compliance with, and as required by or pursuant
to, this Contract, and with the greatest economy, efficiency, and expedition
consistent therewith, with only new, undamaged and first quality equipment,
materials,and supplies.
1.2 Commencement and Completion Dates
Contractor must commence the Work not later than the "Commenceinent Date" set forth
on Attachment A and must diligently and continuously prosecute the Work at such a rate as will
allow the Work to be fully provided, performed, and completed in full compliance with this
Contract not later than the "Completion Date" set forth in Attachment A. The time of
commencement, rate of progress, and time of completion are referred to in this Contract as the
"Contract Time."
1.3 Required Submittals
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A. Submittals Required. Contractor must submit to Owner all documents, data, and
information specifically required to be submitted by Contractor under this Contract and must, in
addition, submit to Owner all such drawings, specifications, descriptive information, and
engineering documents, data, and information as may be required, or as may be requested by
Owner, to show the details of the Work, including a complete description of all equipment,
materials, and supplies to be provided under this Contract ("Required Subnsittals"). Such details
must include, but are not limited to, design data, structural and operating features, principal
dimensions, space required or provided, clearances required or provided, type and brand of
finish, and all similar matters,for all components of the Work.
B. Number and Format. Contractor must provide three complete sets for each
Required Submittal. All Required Submittals must be prepared on white 8-1/2"xl l"paper.
C. Time of Submission and Owner's Review. All Required Submittals must be
provided to Owner no later than the time, if any, specified in this Contract for their submission
or, if no time for submission is specified, in sufficient time, in Owner's sole opinion, to permit
Owner to review the same prior to the commencement of the part of the Work to which they
relate and prior to the purchase of any equipment, materials, or supplies that they describe.
Owner will have the right to require such corrections as may be necessary to make such
submittals conform to this Contract. All such submittals will, after final processing and review j
with no exception noted by Owner, become a part of this Contract. No Work related to any
submittal may be performed by Contractor until Owner has completed review of such submittal
with no exception noted. Owner's review and stamping of any Required Submittal will be for
the sole purpose of examining the general management, design; and details of the proposed
Work, does not relieve Contractor of the entire responsibility for the performance of the Work in
full compliance with, and as required by or pursuant to this Contract, and may not be regarded as
any assumption of risk or liability by Owner.
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CONTRACT
D. Responsibility for Delay. Contractor is responsible for any delay in the Work due
to delay in providing Required Submittals conforming to this Contract.
1.4 Review and Interpretation of Contract Provisions
Contractor represents and warrants that it has carefully reviewed this Contract, including
all of its Attachments, and the drawings identified in Attachment C, all of which are by this
reference incorporated into and made a part of this Contract. Contractor must, at no increase in
the Contract Price, provide workmanship, equipment, materials, and supplies that fully conform
to this Contract. Whenever any equipment, materials or supplies are specified or described in
this Contract by using the name or other identifying feature of a proprietary product or the name
or other identifying feature of a particular manufacturer or vendor, the specific item mentioned is
understood as establishing the type, function and quality desired. Other manufacturers' or
vendors' products may be accepted, provided that the products proposed are equivalent in
substance and function to those named as determined by Owner in its sole and absolute
discretion.
Contractor must promptly notify Owner of any discrepancy, error, omission, ambiguity,
or conflict among any of the provisions of this Contract before proceeding with any Work
affected thereby. If Contractor fails to give such notice to Owner, then the subsequent decision
of Owner as to which provision of this Contract governs is final, and any corrective work
required does not entitle Contractor to any damages, to any compensation in excess of the
Contract Price,or to any delay or extension of the Contract Time.
When the equipment, materials, or supplies furnished by Contractor cannot be installed as
specified in this Contract, Contractor must, without any increase in the Contract Price, inake all
modifications required to properly install the equipment, materials, or supplies. Any such
modification is subject to the prior review and consent of Owner.
1.5 Conditions at the Work Site; Record Drawings
Contractor represents and warrants that it has had a sufficient opportunity to conduct a
thorough investigation of the Work Site and the surrounding area and has completed such
investigation to its satisfaction. Contractor will have no claim for damages, for compensation in
excess of the Contract Price, or for a delay or extension of the Contract Time based upon
conditions found at, or in the vicinity of, the Work Site. When information pertaining to
subsurface, underground or other concealed conditions, soils analysis, borings, test pits, utility
locations or conditions, buried structures, condition of existing structures, and other
investigations is or has been provided by Owner, or is or has been otherwise made available to
Contractor by Owner, such information is or has been provided or made available solely for the
convenience of Contractor and is not part of this Contract. Owner assumes no responsibility
whatever in respect to the sufficiency or accuracy of such information, and there is no guaranty
or warranty, either expressed or implied, that the conditions indicated are representative of those
existing throughout the Work or the Work Site, or that the conditions indicated are representative i
of those existing at any particular location, or that the conditions indicated may not change, or
that unanticipated conditions may not be present.
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CONTRACT
Contractor is solely responsible for locating all existing underground installations by
prospecting no later than two workdays prior to any scheduled excavation or trenching,
whichever is earlier. Contractor must check all dimensions, elevations, and quantities indicated
in this Contract within the same time period as set forth above for prospecting underground
installations. Contractor must lay out the Work in accordance with this Contract and must
establish and maintain such locations, lines and levels. Wherever pre-existing work is
encountered, Contractor must verify and be responsible for dimensions and location of such pre-
existing work. Contractor must notify Owner of any discrepancy between the dimensions,
elevations and quantities indicated in this Contract and the conditions of the Work Site or any
other errors, omissions or discrepancies which Contract may discover during such inspections.
Full instructions will be furnished by Owner should such error, omission, or discrepancy be
discovered, and Contractor must carry out such instructions as if originally specified and without
any increase in Contract Price.
Before Final Acceptance of the Work, Contractor must submit to Owner two sets of
Drawings of Record, unless a greater number is specified elsewhere in this Contract, indicating
all field deviations from Attachment B or the drawings identified in Attachment C.
1.6 Technical Ability to Perform
Contractor represents and warrants that it is sufficiently experienced and competent, and
has the necessary capital, facilities, plant, organization, and staff, to provide, perform and
complete the Work in full compliance with, and as required by or pursuant to,this Contract.
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1.7 Financial Ability to Perform
Contractor represents and warrants that it is financially solvent, and Contractor has the
financial resources necessary to provide, perform and complete the Work in full compliance
with, and as required by or pursuant to,this Contract.
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1.8 Time
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Contractor represents and warrants that it is ready,willing, able and prepared to begin the
Work on the Commencement Date and that the Contract Time is sufficient time to permit
completion of the Work in full compliance with, and as required by or pursuant to, this Contract
for the Contract Price, all with due regard to all natural and man-made conditions that may affect
the Work or the Work Site and all difficulties, hindrances, and delays that may be incident to the
Work.
1.9 Safety at the Work Site
Contractor is solely and completely responsible for providing and maintaining safe
conditions at the Work Site, including the safety of all persons and property during performance
of the Work. This requirement applies continuously and is not limited to normal working hours.
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CONTRACT
Contractor must take all safety precautions as necessary to comply with all applicable laws and
to prevent injury to persons and damage to property.
Contractor must conduct all of its operations without interruption or interference with
vehicular and pedestrian traffic on public and private rights-of-way, unless it has obtained
permits therefor from the proper authorities. If any public or private right-of-way are rendered
unsafe by Contractor's operations, Contractor must make such repairs or provide such temporary
ways or guards as are acceptable to the proper authorities.
1.10 Cleanliness of the Work Site and Environs
Contractor must keep the Work: Site and adjacent areas clean at all times during
performance of the Work and must, upon completion of the Work, leave the Work Site and
adjacent areas in a clean and orderly condition.
1.11 Damage to the Work,the Work Srte,and Other Property
The Work and everything pertaining thereto is provided, performed, completed, and
maintained at the sole risk and cost of Contractor from the Commencement Date until Final
Payment. Contractor is fully responsible for the protection of all public and private property and
all persons. Without limiting the foregoing, Contractor must, at its own cost and expense,
provide all permanent and temporary shoring, anchoring and bracing required by the nature of
the Work in order to make all parts absolutely stable and rigid, even when such shoring,
anchoring and bracing is not explicitly specified, and support and protect all buildings, bridges,
roadways, conduits, wires, water pipes, gas pipes, sewers, pavements, curbs, sidewalks, fixtures
and landscaping of all kinds and all other public or private property that may be encountered or
endangered in providing, performing and completing the Work. Contractor will have no claim
against Owner because of any damage or loss to the Work or to Contractor's equipment,
materials, or supplies from any cause whatsoever, including damage or loss due to simultaneous
work by others. Contractor must, promptly and without charge to Owner, repair or replace, to
the satisfaction of Owner, any damage done to, and any loss suffered by, the Work and any
damage done to, and any loss suffered by, the Work Site or other property as a result of the
Work. Notwithstanding any other provision of this Contract, Contractor's obligations under this
Section exist without regard to, and may not be construed to be waived by, the availability or
unavailability of any insurance, either of Owner or Contractor, to indemnify, hold harmless, or
reimburse Contractor for the cost of any repair or replacement work required by this Section.
1.12 Subcontractors and Suppliers
A. Approval and Use of Subcontractors and Suppliers. Contractor must perform the
Work with its own personnel and under the management, supervision, and control of its own
organization unless otherwise approved by Owner in writing. All subcontractors, suppliers, and
subcontracts used by Contractor must be acceptable to, and approved in advance by, Owner.
Owner's approval of any subcontractor, supplier, and subcontract does not relieve Contractor of
full responsibility and liability for the provision, performance, and completion of the Work in
full compliance with, and as required by or pursuant to, this Contract. All Work performed
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CONTRACT
under any subcontract is subject to all of the provisions of this Contract in the same manner as if
performed by employees of Contractor. Every reference in this Contract to "Conti-actor" is
deemed also to refer to all subcontractors and suppliers of Contractor. Every subcontract must
include a provision binding the subcontractor or supplier to all provisions of this Contract.
B. Removal of Subcontractors and Suppliers. If any subcontractor or supplier fails
to perforin the part of the Work undertaken by it in a manner satisfactory to Owner, Contractor
must immediately upon notice from Owner terminate such subcontractor or supplier. Contractor
will 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 termination.
1.13 Simultaneous Work By Others
Owner has the right to perform or have performed such other work as Owner may desire
in, about, or near the Work Site during the performance of the Work by Contractor. Contractor
must make every reasonable effort to perform the Work in such manner as to enable both the
Work and such other work to be completed without hindrance or interference from each other.
Contractor must afford Owner and other contractors reasonable opportunity for the execution of
such other work and must properly coordinate the Work with such other work.
1.14 Occupancy Prior to Final Payment
Owner will have the right, at its election, to occupy, use, or place in service any pant of
the Work prior to Final Payment. Such occupancy, use, or placement in service must be
conducted in such manner as not to damage any of the Work or to unreasonably interfere with
the progress of the Work. No such occupancy, use, or placement in service may be construed as
an acceptance of any of the Work or a release or satisfaction of Contractor's duty to insure and
protect the Work, nor may it, unless conducted in an unreasonable manner, be considered as an
interference with Contractor's provision,performance, or completion of the Work.
1.15 Owner's Right to Terminate or Suspend Work for Convenience
A. Termination or Suspension for Convenience. Owner has the right, for its
convenience, to terminate or suspend the Work in whole or in part at any time by written notice
to Contractor. Every such notice must state the extent and effective date of such termination or
suspension. On such effective date. Contractor must, as and to the extent directed, stop Work
under this Contract, cease all placement of further orders or subcontracts; terminate or suspend
Work under existing orders and subcontracts, cancel any outstanding orders or subcontracts that
may be cancelled, and take any action necessary to protect any property in its possession in
which Owner has or may acquire any interest and to dispose of such property in such manner as
may be directed by Owner.
B. Payment for Completed Work. In the event of any termination pursuant to
Subsection 1.15A above, Owner must pay Contractor (1) such direct costs, excluding overhead,
as Contractor has paid or incurred for all Work done in compliance with, and as required by or
pursuant to,this Contract up to the effective date of termination together with ten percent of such
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CONTRACT
costs for overhead and profit; and (2) such other costs pertaining to the Work, exclusive of
overhead and profit, as Contractor may have reasonably and necessarily incurred as the result of
such termination. Any such payment may be offset by any prior payment or payments and is
subject to Owner's rights to withhold and deduct as provided in this Contract.
ARTICLE II: CHANGES AND DELAYS
2.1 Changes
Owner has the right, by written order executed by Owner, to make changes in the
Contract, the Work, the Work Site, and the Contract Time ("Change Order"). If any Change
Order causes an increase or decrease in the amount of the Work, an equitable adjustment in the
Contract Price or Contract Time may be made. All claims by Contractor for an equitable
adjustment in either the Contract Price or the Contract Time must be made within two business
days following receipt of such Change Order, and may, if not made prior to such time, be
conclusively deemed to have been waived. No decrease in the amount of the Work caused by
any Change Order will entitle Contractor to make any claim for damages, anticipated profits, or
other compensation.
2.2 Delays
A. Extensions for Unavoidable Delays. For any delay that may result from causes
that could not be avoided or controlled by Contractor, Contractor must, upon timely 'ATitten
application, be entitled to issuance of a Change Order providing for 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 will be allowed for any other delay in completion of the Work.
B. No Compensation for Delays. No payment, compensation, damages, or
adjustment of any kind, other than the extension of the Contract Time provided in Subsection
2.2A above, may be made to, or claimed by, Contractor because of hindrances or delays from
any cause in the commencement, prosecution, or completion of the Work, whether caused by
Owner or any other party and whether avoidable or unavoidable.
ARTICLE III: CONTRACTOR'S RESPONSIBILITY FOR
DEFECTIVE WORK
3.1 Inspection, Testing; Correction of Defects
A. Inspection, Until Final Payment, all parts of the Work are subject to inspection
and testing by Owner or its designated representatives. Contractor must furnish, at its own
expense, all reasonable access, assistance, and facilities required by Owner for such inspection
and testing.
B. Re-Inspection. Re-inspection and re-testing of any Work may be ordered by
Owner at any time, and, if so ordered, any covered or closed Work must be uncovered or opened
by Contractor. If the Work is found to be in full compliance with this Contract,then Owner must
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pay the cost of uncovering, opening, re-inspecting or re-testing, as the case may be. If such
Work is not in full compliance with this Contract,then Contractor must pay such cost.
C. Correction. Until Final Payment, Contractor must, promptly and without charge,
repair, correct, or replace all or any part of the Work that is defective, damaged, flawed, or
unsuitable or that in any way fails to conform strictly to the requirements of this Contract.
3.2 Warranty of Work
A. Scope of Warranty. Contractor warrants that the Work and all of its components
will be free from defects and flaws in design, workmanship, and materials; must strictly conform
to the requirements of this Contract; and will be fit, sufficient, and suitable for the purposes
expressed in, or reasonably inferred from, this Contract. The warranty herein expressed is in
addition to any other warranties expressed in this Contract, or expressed or implied by law,
which are hereby reserved unto Owner.
B. Repairs; Extension of Warranty. Contractor, promptly and without charge, must
correct any failure to fulfill the above warranty that may be discovered or develop at any time
within one year after Final Payment or such longer period as may be prescribed in Attachment B
or Attachment D to this Contract or by law. The above warranty may be extended automatically
to cover all repaired and replacement parts and labor provided or performed under such warranty
and Contractor's obligation to correct Work may be extended for a period of one year from the
date of such repair or replacement. The time period established in this Subsection 3.2B relates
only to the specific obligation of Contractor to correct Work and may not be construed to
establish a period of limitation with respect to other obligations that Contractor has under this
Contract.
C. Subcontractor and Supplier Warranties. Whenever Attachment B or Attachment
D requires a subcontractor or supplier to provide a guaranty or warranty, Contractor is solely
responsible for obtaining said guaranty or warranty in form satisfactory to Owner and assigning
said warranty or guaranty to Owner. Acceptance of any assigned warranties or guaranties by
Owner is a precondition to Final Payment and does not relieve Contractor of an), of its guaranty
or warranty obligations under this Contract.
3.3 Owner's RiLrht to Correct
If, within two business days after Owner gives Contractor notice of any defect, damage,
flaw, unsuitability, nonconformity, or failure to meet warranty subject to correction by
Contractor pursuant to Section 3.1 or Section 3.2 of this Contract, Contractor neglects to make,
or undertake with due diligence to make, the necessary corrections, then Owner is entitled to
make, either with its own forces or with contract forces, the corrections and to recover from
Contractor all resulting costs, expenses, losses, or damages, including attorneys' fees and
administrative expenses.
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ARTICLE IV: FINANCIAL ASSURANCES
4.1 Bonds
Contemporaneous with Contractor's execution of this Contract, Contractor must provide
a Performance Bond and a Labor and Material Payment Bond, on forms provided by, or
otherwise acceptable to, Owner, from a surety company licensed to do business in the State of
Illinois with a general rating of A and a financial size category of Class X or better in Best's
Insurance Guide, each in the penal sum of the Contract Price ("Bonds"). Contractor,at all times
while providing, performing, or completing the Work, including, without limitation, at all times
while correcting any failure to meet warranty pursuant to Section 3.2 of this Contract, must
maintain and keep in force,at Contractor's expense,the Bonds required hereunder.
4.2 Insurance
Contractor hereby agrees and will, at its expense, carry insurance pursuant to the terms,
conditions, and coverages set forth in Attachment A.
4.3 Indemnification
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Contractor hereby agrees to and will indemnify and save harmless Owner and all of it
elected officials, officers, employees, attorneys, agents, and representatives against any and all
lawsuits, claims, demands, damages, liabilities, losses, and expenses, including attorneys' fees
and administrative expenses, that may arise, or be alleged to have arisen, out of or in connection
with Contractor's performance of, or failure to perform, the Work or any part thereof,whether or
not due or claimed to be due in whole or in part to the active, passive, or concurrent negligence
or fault of Contractor, except to the extent caused solely by the negligence of Owner.
ARTICLE V: PAYMENT
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5.1 Contract Price
Owner must pay to Contractor, in accordance with and subject to the terms and
conditions set forth in this Article V and Attachment A, and Contractor must accept in full
satisfaction for providing, performing, and completing the Work, the amount or amounts set
forth in Attachment A (the "Contract Price"), subject to any additions, deductions, or
withholdings provided for in this Contract.
5.2 Taxes and Benefits
Owner is exempt from and will not be responsible to pay, or reimburse Contractor for,
any state or local sales, use, or excise taxes. The Contract Price includes all other applicable
federal, state; and local taxes of every kind and nature applicable to the Work as well as all taxes, �
contributions, and premiums for unemployment insurance. old age or retirement benefits, j
pensions, annuities, or other similar benefits. All claim or right to claim additional compensation
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by reason of the payment of any such tax, contribution, or premium is hereby waived and
released by Contractor.
5.3 Progress Payments
A. Payment in Installments. The Contract Price must be paid in monthly
installments in the manner set forth in Attachment A ("Progress Payments").
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B. Pay Requests. The Village of Oak Brook authorizes the payment of invoices on
the second and fourth Tuesday of the month. For consideration on one of these dates, payment j
request must be received no later than fourteen(14) days prior to the second or fourth Tuesday of
the month. Each Pay Request must include (a) Contractor's certification of the value of, and
partial or final waivers of lien covering, all Work for which payment is then requested and
(b) Contractor's certification that all prior Progress Payments have been properly applied to the
payment or reimbursement of the costs with respect to which they were paid.
C. Work Entire. This Contract and the Work are entire and the Work as a whole is
of the essence of this Contract. Notwithstanding any other provision of this Contract, each and
every part of this Contract and of the Work are interdependent and common to one another and
to Owner's obligation to pay all or any part of the Contract Price or any other consideration for
the Work. Any and all Progress Payments made pursuant to this Article are provided merely for
the convenience of Contractor and for no other purpose.
5.4 Final Acceptance and Final Payment
A. Notice of Completion. When the Work has been completed and is ready in all
respects for acceptance by Owner. Contractor must notify Owner and request a final inspection
("Notice of Completion"). Contractor's Notice of Completion must be given sufficiently in
advance of the Completion Date to allow for scheduling of the final inspection and for
completion or correction before the Completion Date of any items identified by such inspection
as being defective, damaged, flawed, unsuitable, nonconforming, incomplete, or otherwise not in
full compliance with, or as required by or pursuant to,this Contract("Punch List Work").
B. Punch List and Final Acceptance. The Work may be finally accepted when, and
only when, the whole and all parts thereof have been completed to the satisfaction of Owner in
full. compliance with, and as required by or pursuant to, this Contract. Upon receipt of
Contractor's Notice of Completion, Owner must make a review of the Work and notify
Contractor in writing of all Punch List Work, if any, to be completed or corrected. Following
Contractor's completion or correction of all Punch List Work; Owner must make another review
of the Work and prepare and deliver to Contractor either a written notice of additional Punch List
Work to be completed or corrected or a written notice of final acceptance of the Work ("Final
Acceptance").
C. Final Payment. As soon as practicable after Final Acceptance, Contractor must
submit to Owner a properly completed final Pay Request in the form provided by Owner ("Final
Pay Request"). Owner must pay to Contractor the balance of the Contract Price, after deducting
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therefrom all charges against Contractor as provided for in this Contract ("Final Payment").
Final Payment must be made not later than 64 days after Owner approves the Final Pay Request.
The acceptance by Contractor of Final Payment will operate as a full and complete release of
Owner of and from any and all lawsuits, claims, demands, damages, liabilities, losses, and
expenses of,by, or to Contractor for anything done, furnished for,arising out of,relating to, or in
connection with the Work or for or on account of any act or neglect of Owner arising out of,
relating to,or in connection with the Work.
5.5 Liens
A. Title. Nothing in this Contract may be construed as vesting in Contractor an),
right of property in any equipment, materials, supplies, and other items provided under this
Contract after they have been installed in, incorporated into, attached to, or affixed to, the Work
or the Work Site. All such equipment, materials, supplies, and other items will, upon being so
installed, incorporated, attached or affixed,become the property of Owner, but such title will not
release Contractor from its duty to insure and protect the Work in accordance with the
requirements of this Contract.
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B. Waivers of Lien. Contractor must, from time to time at Owner's request and in
any event prior to Final Payment, furnish to Owner such receipts,releases, affidavits, certificates,
and other evidence as may be necessary to establish,to the reasonable satisfaction of Owner,that
no lien against the Work or the public funds held by Owner exists in favor of any person
whatsoever for or by reason of any equipment, material, supplies, or other item furnished, labor
performed, or other thing done in connection with the Work or this Contract("Lien") and that no
right to file any Lien exists in favor of any person whatsoever.
C. Removal of Liens. If at any time any notice of any Lien is filed, then Contractor
must, promptly and without charge, discharge, remove, or otherwise dispose of such Lien. Until
such discharge, removal, or disposition, Owner will have the right to retain from any money
payable hereunder an amount that Owner, in its sole judgment, deems necessary to satisfy such
Lien and to pay the costs and expenses, including attorneys' fees and administrative expenses, of
any actions brought in connection therewith or by reason thereof.
D. Protection of Owner Only. This Section does not operate to relieve Contractor's
surety or sureties from any of their obligations under the Bonds, not may it be deemed to vest
any right, interest, or entitlement in any subcontractor or supplier. Owner's retention of funds
pursuant to this Section is deemed solely for the protection of its own interests pending removal
of such Liens by Contractor, and Owner will have no obligation to apply such funds to such
removal but may,nevertheless, do so where Owner's interests would thereby be served.
5.6 Deductions
A. Owner's Right to Withhold. Notwithstanding any other provision of this Contract
and without prejudice to any of Owner's other rights or remedies, Owner will have the right at
any time or times, whether before or after approval of any Pay Request, to deduct and withhold
from any Progress or Final Payment that may be or become due under this Contract such arnount
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as may reasonably appear necessary to compensate Owner for any actual or prospective loss due
to: (1) Work that is defective, damaged, flawed; unsuitable, nonconforming, or incomplete;
(2)damage for which Contractor is liable under this Contract; (3) state or local sales, use, or
excise taxes fi•om which Owner is exempt; (4)Liens or claims of Lien regardless of merit;
(5)claims of subcontractors, suppliers, or other persons regardless of merit; (6)delay in the
progress or completion of the Work; (7) inability of Contractor to complete the Work; (8) failure
of Contractor to properly complete or document any Pay Request; (9)any other failure of
Contractor to perform any of its obligations under this Contract; or (10)the cost to Owner,
including attorneys' fees and administrative costs, of correcting any of the aforesaid matters or
exercising any one or more of Owner's remedies set forth in Section 6.3 of this Contract.
B. Use of Withheld Funds. Owner is entitled to retain any and all amounts withheld
pursuant to Subsection 5.6A above until Contractor has either performed the obligations in
question or furnished security for such performance satisfactory to Owner. Owner is entitled to
apply any money withheld or any other money due Contractor under this Contract to reimburse
itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards,
attorneys' fees and administrative expenses incurred, suffered, or sustained by Owner and
chargeable to Contractor under this Contract.
ARTICLE VI: DISPUTES AND REMEDIES
6.1 Dispute Resolution Procedure
A. Notice of Disputes and Objections. If Contractor disputes or objects to any
requirement, direction, instruction, interpretation, determination, or decision of Owner,
Contractor may notify Owner in writing of its dispute or objection and of the amount of any
equitable adjustment to the Contract Price or Contract Time to which Contractor claims it will be
entitled as a result thereof, provided, however, that Contractor must, nevertheless, proceed
without delay to perform the Work as required, directed, instructed, interpreted, determined, or
decided by Owner, without regard to such dispute or objection. Unless Contractor so notifies
Owner within two business days after receipt of such requirement, direction, instruction, '
interpretation, determination, or decision, Contractor is conclusively deemed to have waived all
such disputes or objections and all claims based thereon.
B. Negotiation of Disputes and Objections. To avoid and settle without litigation
any such dispute or objection, Owner and Contractor agree to engage in good faith negotiations.
Within three business days after Owner's receipt of Contractor's written notice of dispute or
objection, a conference between Owner and Contractor will be held to resolve the dispute.
Within three business days after the end of the conference, Owner must render its final decision,
in writing, to Contractor. If Contractor objects to the final decision of Owner, then it must,
within three business days, give Owner notice thereof and, in such notice, must state its final
demand for settlement of the dispute. Unless Contractor so notifies Owner, Contractor will be
conclusively deemed (1)to have agreed to and accepted Owner's final decision and (2)to have
waived all claims based on such final decision.
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6.2 Contractor's Remedies
If Owner fails or refuses to satisfy a final demand made by Contractor pursuant to
Section 6.1 of this Contract, or to otherwise resolve the dispute which is the subject of such
demand to the satisfaction of Contractor, within 10 days after receipt of such demand, then
Contractor will be entitled to pursue such remedies, not inconsistent with the provisions of this
Contract, as it may have in law or equity.
6.3 Owner's Remedies
If it should appear at any time prior to Final Payment that Contractor has failed or refused
to prosecute, or has delayed in the prosecution of, the Work with diligence at a rate that assures
completion of the Work in full compliance with the requirements of this Contract on or before
the Completion Date, or has attempted to assign this Contract or Contractor's rights under this
Contract, either in whole or in part, or has falsely made any representation or warranty in this
Contract, or has otherwise failed, refused, or delayed to perform or satisfy any other requirement
of this Contract or has failed to pay its debts as they come due ("Event of Default"), and has
failed to cure any such Event of Default within five business days after Contractor's receipt of
written notice of such Event of Default, then Owner will 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 Contractor, within such reasonable time as may be fixed by
Owner, to complete or correct all or any part of the Work that is defective,
damaged, flawed, unsuitable, nonconforming, or incomplete; to remove from the
Work Site any such Work; to accelerate all or any part of the Work; and to take
any or all other action necessary to bring Contractor and the Work into strict
compliance with this Contract.
2. Owner may perform or have performed all Work necessary for the
accomplishment of the results stated in Paragraph 1 above and withhold or
recover from Contractor all the cost and expense, including attorneys' fees and
administrative costs, incurred by Owner in connection therewith.
3. Owner may accept the defective, damaged, flawed, unsuitable, nonconforming,
incomplete, or dilatory Work or part thereof and make an equitable reduction in
the Contract Price.
4. Winer may terminate this Contract without liability for further payment of
amounts due or to become due under this Contract.
5. Owner may, without terminating this Contract, terminate Contractor's rights
under this Contract and, for the purpose of completing or correcting the Work,
evict Contractor and take possession of all equipment, materials, supplies; tools,
appliances, plans, specifications, schedules, manuals, drawings, and other papers
relating to the Work, whether at the Work Site or elsewhere, and either complete
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or correct the Work with its own forces or contracted forces, all at Contractor's
expense.
6. Upon any termination of this Contract or of Contractor's rights under this
Contract, and at Owner's option exercised in writing, any or all subcontracts and
supplier contracts of Contractor will be deemed to be assigned to Owner without
any further action being required, but Owner may not thereby assume any
obligation for payments due under such subcontracts and supplier contracts for
any Work provided or performed prior to such assignment.
7. Owner may withhold from any Progress Payment or Final Payment, whether or
not previously approved, or may recover from Contractor, any and all costs,
including attorneys' fees and administrative expenses, 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.
8. Owner may recover any damages suffered by Owner.
5.4 Owner's Additional Remedy for Delay_
If the Work is not completed by Contractor, in full compliance with, and as required by
or pursuant to, this Contract, within the Contract Time as such time may be extended by Change
Order, then Owner may invoke its remedies under Section 6.3 of this Contract or may, in the
exercise of its sole and absolute discretion,permit Contractor to complete the Work but charge to
Contractor, and deduct from any Progress or Final Payments, whether or not previously
approved, administrative expenses and costs for each day completion of the Work is delayed
beyond the Completion Date, computed on the basis of the "Per Diem Administrative Charge"
set forth in Attachment A, as well as any additional damages caused by such delay.
6.5 Terminations and Suspensions Deemed for Convenience
Any termination or suspension of Contractor's rights under this Contract for an alleged
default that is ultimately held unjustified will automatically be deemed to be a termination or
suspension for the convenience of Owner under Section 1.15 of this Contract.
ARTICLE VII: LEGAL RELATIONSHIPS
AND REQUIREMENTS
7.1 Binding Effect
This Contract is binding on Owner and Contractor and on their .respective heirs,
executors, administrators, personal representatives, and permitted successors and assigns. Every
reference in this Contract to a party is deemed to be a reference to the authorized officers,
employees, agents, and representatives of such party.
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7.2 Relationship of the Parties
Contractor will act as an independent contractor in providing and performing the Work.
Nothing in, nor done pursuant to, this Contract may be construed (1) to create the relationship of
principal and agent, partners, or joint venturers between Owner and Contractor or (2)except as
provided in Paragraph 6.3(6) above, to create any relationship between Owner and any
subcontractor or supplier of Contractor.
7.3 No Collusion/Prohibited Interests
Contractor 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 is found that Contractor has, in procuring this Contract, colluded with any other
person, firm, or corporation, then Contractor will be liable to Owner for all loss or damage that
Owner may suffer thereby, and this Contract will, at Owner's option, be null and void.
Contractor hereby represents and warrants that neither Contractor nor any person
affiliated with Contractor or that has an economic interest in Contractor or that has or will have
an interest in the Work or will participate, in any manner whatsoever, in the Work is acting,
directly or indirectly, for or on behalf of any person, group, entity or nation named by the United
States Treasury Department as a Specially Designated National and Blocked Person, or for or on
behalf of any person, group, entity or nation designated in Presidential Executive Order 13224 as
a person who commits, threatens to commit, or supports terrorism, and neither Contractor nor
any person affiliated with Contractor or that has an economic interest in Contractor or that has or
will have an interest in the Work or will participate, in any manner whatsoever, in the Work is,
directly or indirectly, engaged in, or facilitating, the Work on behalf of any such person, group,
entity or nation.
7.4 AssiLmment
Contractor may not (1) assign this Contract in whole or in part, (2)assign any of
Contractor'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 will 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 pail, or
any or all of its rights or obligations under this Contract, without the consent of Contractor.
7.5 Confidential Information
All information supplied by Owner to Contractor for or in connection with this Contract
or the Work must be held confidential by Contractor and may not, without the prior express
written consent of Owner,be used for any purpose other than performance of the Work.
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7.6 No Waiver
No examination, inspection, investigation, test, measurement, review, determination,
decision, certificate, or approval by Owner, nor any order by Owner for the payment of money,
nor any payment for, or use, occupancy, possession, or acceptance of, the whole or any part of
the Work by Owner, nor any extension of time granted by Owner, nor any delay by Owner in
exercising any right under this Contract, nor any other act or omission of Owner may constitute
or be deemed to be an acceptance of any defective, damaged, flawed,unsuitable, nonconforming
or incomplete Work, equipment, materials, or supplies, nor operate to waive or otherwise
diminish the effect of any warranty or representation made by Contractor; or of any requirement
or provision of this Contract; or of any remedy,power, or right of Owner.
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7.7 No Third Part'Beneficiaries
No claim as a third party beneficiary under this Contract by any person, firm, or
corporation other than Contractor may be made or be valid against Owner.
7.8 Notices
All notices required or pen-nitted to be given under this Contract must be in writing and
are deemed received by the addressee thereof when delivered in person on a business day at the
address set forth below or on the third business day after being deposited in any main or branch
United States post office, 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 must be addressed to, and delivered at, the
following address:
with a copy to:
Village of Oak Brook Holland&Knight LLP
1200 Oak Brook Road 131 South Dearborn Street,30th Floor
Oak Brook, Illinois 60523 Chicago, Illinois 60603
Attention: Michael Hullihan, Attention: Peter M. Friedman
Engineering &Public Works Director
Notices and communications to Contractor must be addressed to, and delivered at, the
following address:
with a copy to:
Trane U.S.,Inc.
7100 S. Madison Street
Willowbrook,Illinois 60527
Attention: Alex Lindsey
The foregoing may 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.
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By notice complying with the requirements of this Section, Owner and Contractor each
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 is effective until actually.received.
7.9 Governing Laws
This Contract and the rights of Owner and Contractor under this Contract will be
interpreted according to the internal laws, but not the conflict of laws rules, of the State of
Illinois; venue for any action related to this Contract will 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 includes such
laws as they may be amended or modified from time to time.
7.11 Compliance with Laws
A. Compliance Required. Contractor must give all notices, pay all fees, and take all
other action that may be necessary to ensure that the Work is provided, performed, and
completed in accordance with all required governmental permits, licenses or other approvals and
authorizations that may be required in connection with providing, performing, and completing
the Work, and with all applicable statutes, ordinances, rules, and regulations, including without
limitation the Illinois Prevailing Wage Act, 820 ILCS 130/0.01 et seq. (see Subsection C of this
Section) (a copy of the prevailing rate of wages ascertained by the Illinois Department of Labor,
in effect as of the date of this Contract, has been attached as an Appendix to this Contract; if the
Illinois Department of Labor revises the prevailing rate of hourly wages to be paid, the revised
rate applies to this Contract); any other applicable prevailing wage laws; the Fair Labor
Standards Act; any statutes regarding qualification to do business; any statutes requiring
preference to laborers of specified classes; the Illinois Steel Products Procurement Act; 30 ILCS
565/1 et seq.; 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., the Illinois Human Rights Act, 775 ILCS 511-101 et seq., and the Public Works
Discrimination Act, 775 ILCS 10/0.01 et seq.; and any statutes regarding safety or the
performance of the Work, including the Illinois Underground Utility Facilities Damage
Prevention Act, 220 ILCS 50/1 et seq., and the Occupational Safety and Health Act of 1970, 29
U.S.C. §§ 651 et seq.
B. Liability for Fines, Penalties. Contractor is solely liable for any fines or civil
penalties that are imposed by any governmental or quasi-governmental agency or body that may
arise, or be alleged to have arisen, out of or in connection with Contractor's, or its
subcontractors' or suppliers', performance of, or failure to perform,the Work or any part thereof.
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C. Prevailing Wage Act. Contractor and each subcontractor, in order to comply with
the Prevailing Wage Act, 820 ILCS 130/0.01 et seq. (the "Act"), must submit to the Village a
certified payroll on a monthly basis, in accordance with Section 5 of the Act. The certified
payroll must consist of a complete copy of those records required to be made and kept by the
Act. The certified payroll must be accompanied by a statement signed by the contractor or
subcontractor that certifies that (1) such records are true and accurate, (2) the hourly rate paid is
not less than the general prevailing rate of hourly wages required by the Act, and (3) the
contractor or subcontractor is aware that filing a certified payroll that he or she knows to be false
is a Class B misdemeanor. Contractor may rely on the certification of a subcontractor, provided
that Contractor does not knowingly rely on a subcontractor's false certification. On two business
days' notice, Contractor and each subcontractor must make available for inspection the records
required to be made and kept by the Act (i) to the Village and its officers and agents and to the
Director of the Illinois Department of Labor and his or her deputies and agents and (ii) at all
reasonable hours at a location within the State.
D. Required Provisions Deemed Inserted. Every provision of law required by law to
be inserted into this Contract is deemed to be inserted herein.
7.12 Compliance with Patents
A. Assumption of Costs,Royalties, and Fees. Contractor will pay or cause to be paid
all costs, royalties, and fees arising from the use on, or the incorporation into, the Work, of
patented equipment,materials, supplies,tools, appliances, devices,processes, or inventions.
B. Effect of Contractor Beiniz Enioined. Should Contractor be enjoined from
furnishing or using any equipment, materials, supplies, tools, appliances, devices, processes, or
inventions supplied or required to be supplied or used under this Contract, Contractor must
promptly offer substitute equipment, materials, supplies,tools, appliances, devices,processes, or
inventions in lieu thereof, of equal efficiency, quality, suitability, and market value, for review
by Owner. If Owner should disapprove the offered substitutes and should elect, in lieu of a
substitution, to have supplied, and to retain and use, any such equipment, materials, supplies,
tools, appliances, devices, processes, or inventions as may by this Contract be required to be
supplied, Contractor must pay such royalties and secure such valid licenses as may be requisite
and necessary for Owner to use such equipment, materials, supplies, tools, appliances, devices,
processes, or inventions without being disturbed or in any way interfered with by any proceeding
in law or equity on account thereof. Should Contractor neglect or refuse to make any approved
substitution promptly, or to pay such royalties and secure such licenses as may be necessary,
then Owner will have the right to make such substitution, or Owner may pay such royalties and
secure such licenses and charge the cost thereof against any money due Contractor from Owner
or recover the amount thereof from Contractor and its surety or sureties notwithstanding that
Final Payment may have been made.
7.1.3 Time
The Contract Time is of the essence of this Contract. Except where otherwise stated,
references in this Contract to days is construed to refer to calendar days.
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7.14 Severability
The provisions of this Contract will be interpreted when possible to sustain their legality
and enforceability as a whole. In the event any provision of this Contract is 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 will
be in any way affected thereby..
7.15 Entire Agreement
This Contract sets forth the entire agreement of Owner and Contractor with respect to the
accomplishment of the Work and the payment of the Contract Price therefor, and there are no
other understandings or agreements, oral or written, between Owner and Contractor with respect
to the Work and the compensation therefor.
7.16 Amendments
No modification, addition, deletion,revision, alteration or other change to this Contract is
effective unless and until such change is reduced to writing and executed and delivered by
Owner and Contractor.
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IN WITNESS WHEREOF, Owner and Contractor have caused this Contract to be
executed by their properly authorized representatives in two original counterparts as of the
Effective Date.
Village of Oak Broo r
By:
Name: l
Title: �� t
Attest:
By:
Name: "'
Title:
Trane U.S., Inc.
By:
Name:
Title:
Attest:
By' OFFICIAL SEAL
Name: STEvF p�N SUSAN J SWANSON
—
Notary Public.Stes of Illinois
Title: "!ry My Commission Expires Dec 30,2018
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CONTRACTOR'S CERTIFICATION
STATE OF ILLINOIS )
SS
COUNTY OF )
CONTRACTOR'S CERTIFICATION
[contractor's executing officer], being first duly sworn on oath, deposes and states
that all statements herein made are made on behalf of Contractor, that this deponent is
authorized to make them, and that the statements contained herein are true and correct.
Contractor deposes, states, and certifies that Contractor is not barred from contracting
with a unit of state or local government as a result of(i) 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.; or (ii)
a violation of the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) (the
"Patriot Act") or other statutes, orders, rules, and regulations of the United States government
and its various executive departments, agencies and offices related to the subject matter of the
Patriot Act, including, but not limited to, Executive Order 13224 effective September 24,
2001.
DATED: 0c,*J-aw , 20 /J
Trane U.S.,Inc.
By:
Name:
Title: c�.
Attest.
By:Name: 571-,rt &4t-f
Title: SvS'w1y s 3Au t �
T
yy r
Subscribed and Sworn to before me on dc1- t T; , 2d
OFFICIAL SEAL
t SUSAN J SWANSON
M Commission expires: "
My p � � 1 1,, Notary public-State Of Illinois
My commission Expires Dec 30,2018
Notary Public
(SEAL)
VILLAGE OF OAK BROOK
BUTLER GOVERNMENT CENTER AUTOMATION SYSTEM
UPGRADE
ATTACHMENT A
SUPPLEMENTAL SCHEDULE OF CONTRACT TERMS
[Check applicable boxes and insert required information.]
1. Pro
iect:
FIVAC improvements by replacing the existing pneumatic controls with a wireless
direct digital control system, and replacing the electric water heater with a high
efficiency gas water heater
2. Work Site:
Butler Government Center, 1200 Oak Brook Road, Oak Brook, Illinois 60523.
3. Permits,Licenses,Approvals, and Authorizations:
Contractor must obtain all required governmental permits, licenses, approvals, and
authorizations.
4. Commencement Date:
August 25,2015.
5. Completion Date:
December 1, 2015. The Completion Date will be subject to equitable adjustment if the
Commencement Date is delayed pursuant to Subsection 2.2A of the Contract.
6. Insurance Covera e:
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Certificates of Insurance shall be presented to Owner 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 Owner will not approve and execute the Contract until
acceptable insurance certificates are received and approved by Owner.
Each contractor performing any work pursuant to a contract with Owner 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
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ATTACHMENT A
as "Insured") shall be required to carry such insurance as specified herein. Such contractor
and permittee shall procure and maintain for the duration of the contract or permit
insurance against claims for injuries to persons or damages to property which may arise
from or in connection with the performance of the work under the contract or permit,
either by the contractor, permittee, or their agents, representatives, employees or
subcontractors.
A contractor or permittee shall maintain insurance with limits no less than:
A. General Liability - $2,000,000 combined single limit per occurrence for bodily
injury, personal injury and properly 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 Owner. At
the option of Owner, either the insurer shall reduce or eliminate such deductible or self-
insured retention as respect to Owner, 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 Owner, 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 j
by the Insured. The coverage shall contain no special limitations on the scope
of protection afforded to the Owner, its officers, officials, employees,
volunteers,or agents.
(2) The Insured's insurance coverage shall be primary insurance as respect to the
Owner, its officers, officials, employees, volunteers and agents. Any
insurance or self-insurance maintained by the Owner, 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
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ATTACHMENT A
affect coverage provided to the Owner, 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 Owner, its
officers, officials, employees, volunteers and agents for losses arising from
work performed by the insured for the Owner.
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 Owner. Each insurance
policy shall name the Owner, 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.
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Each Insured shall fiunish the Owner with certificates of insurance and with original j
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 Owner and shall be subject to approval by the Village Attorney
before work commences. The Owner 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.
❑ D. Builders Risk Insurance. This insurance must be written in completed value
form, must protect Contractor and Owner against "all risks" of direct physical
loss to buildings, structures, equipment, and materials to be used in providing,
performing, and completing the Work, including without limitation fire
extended coverage, vandalism and malicious mischief, sprinkler leakage,
flood, earth movement and collapse, and must be designed for the
circumstances that may affect the Work.
This insurance must be written with limits not less than the insurable value of
the Work at completion. The insurable value must include the aggregate value
of Ommer-furnished equipment and materials to be constructed or installed by
Contractor.
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ATTACHMENT A
This insurance must include coverage while equipment or materials are in
warehouses, during installation, during testing, and after the Work is
completed, but prior to Final Payment. This insurance must include coverage
while Owner is occupying all or any part of the Work prior to Final Payment
without the need for the insurance company's consent.
❑ E. Owner's and Contractor's Protective Liability Insurance. Contractor, at its
sole cost and expense, must purchase this Insurance in the name of Owner with
a combined single limit for bodily injury and property damage of not less than
$1,000,000.
❑ F. Umbrella Policy. The required coverage may be in the form of an umbrella
policy above $2,000,000 primary coverage. All umbrella policies must
provide excess coverage over underlying insurance on a following-form basis
so that, when any loss covered by the primary policy exceeds the limits under
the primary policy, the excess or umbrella policy becomes effective to cover
that loss.
❑ G. Deductible. Each policy must have a deductible or self-insured retention of not
more than $
❑ H. Owner as Additional Insured. Owner must be named as an Additional Insured
on the following policies:
The Additional Insured endorsement must identify Owner as follows:
The and its boards, commissions, committees,
authorities, employees, agencies, officers, voluntary associations, and other
units operating under the jurisdiction and within the appointment of its budget.
❑ 1. Other Parties as Additional Insureds. In addition to Owner, the following
parties must be named as additional insured on the following policies:
Additional Insured Policy or Policies
Kluber, Inc.
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ATTACHMENT A
7. Contract Price:
SCHEDULE OF PRICES
A. LUMP SUM CONTRACT
1. For providing,performing, and completing all Work,the total Contract Price of
(write in numbers):
$ 159 750.00
In words: One Hundred and Fifty Nine Thousand Seven.Hundred and Fifty Dollars
2. Alternate: Remove pneumatic controls from building exhaust fans and provide
direct digital controls and monitoring of the building exhausts, as identified in the
specifications (write in numbers):
$ 8,215.00
In words: Eight Thousand Two Hundred and Fifteen Dollars
8. Progress Payments:
A. General. Owner must pay to Contractor 90 percent of the Value of Work,
determined in the manner set forth below, installed and complete in place up to
the day before the Pay Request, less the aggregate of all previous Progress
Payments. The total amount of Progress Payments made prior to Final
Acceptance by Owner may not exceed 90 percent of the Contract Price.
B. Value of Work. The Value of the Work will be determined as follows:
(1) Lump Sum Items. For all Work to be paid on a lump sum basis,
Contractor must, not later than 10 days after execution of the Contract
and before submitting its first Pay Request, submit to Owner a schedule
showing the value of each component part of such Work in form and
with substantiating data acceptable to Owner ("Breakdown Schedule").
The sum of the items listed in the Breakdown Schedule must equal the
amount or amounts set forth in the Schedule of Prices for Lump Sum
Work. An unbalanced Breakdown Schedule providing for
overpayment of Contractor on component parts of the Work to be
performed first will not be accepted. The Breakdown Schedule must be
revised and resubmitted until acceptable to Owner. No payment may
be made for any lump sum item until Contractor has submitted, and
Owner has approved, an acceptable Breakdown Schedule.
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ATTACHMENT A
Owner may require that the approved Breakdown Schedule be revised
based on developments occurring during the provision and performance
of the Work. If Contractor fails to submit a revised Breakdown
Schedule that is acceptable to Owner, Owner will have the right either
to suspend Progress and Final Payments for Lump Sum Work or to
make such Payments based on Owner's determination of the value of
the Work completed.
(2) Unit Price Items. For all Work to be paid on a unit price basis, the
value of such Work will be determined by Owner on the basis of the
actual number of acceptable units of Unit Price Items installed and
complete in p lace, multiplied by the applicable Unit Price set forth in
the Schedule of Prices. The actual number of acceptable units installed
and complete in place will be measured on the basis described in
Attachment B to the Contract or, in the absence of such description, on
the basis determined by Owner. The number of units of Unit Price
Items stated in the Schedule of Prices are Owner's estimate only and
may not be used in establishing the Progress or Final Payments due
Contractor. The Contract Price will be adjusted to reflect the actual
number of acceptable units of Unit Price Items installed and complete
in place upon Final Acceptance.
C. Application of Payments. All Progress and Final Payments made by Owner to
Contractor will be applied to the payment or reimbursement of the costs with
respect to which they were paid and will not be applied to or used for any pre-
existing or unrelated debt between Contractor and Owner or between
Contractor and any third party.
9. Per Diem Administrative Charge:
$500 per day.
10. Standard Specifications:
The Contract also includes Owner's Village Code and Building Codes.
References to any of these codes means the latest editions effective on the date of the bid
opening.
See Attachment D for any special project requirements.
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ATTACHMENT B
VILLAGE OF OAK BROOK
CONTRACT FOR BUTLER GOVERNMENT CENTER
AUTOMATION SYSTEM UPGRADE
ATTACHMENT B
SPECIFICATIONS
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