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Engineering Services for SCADA Upgrades Phase 11.1 CONTRACT BETWEEN THE VILLAGE OF OAK BR00K AND TROTTER AND ASSOCIATES,INC. PROFESSIONAL SERⅥCES FOR SCADA UPGRADES PHASE l ln consideration of the agreenlents set forth below, the Village Of oak Brook,11linois, 1200 0ak Brook Road,Oak Brook,Illinois 60523,a unit of 10cal government created and existing under the laws ofthe State of lllinois(the“Owner'' or"Village"),and TrOtter and Associates,Inc。,40W201 Wasco Road,Suite lD, :hf肥 :L]皿皿胆凶空 =ち譜魔lll絆盤喫ぷ潔 FS ARTICLE I THE SERⅥCES Performance ofthe Ser宙 ces Consultant shall, at its sole cost and expense, provide, perform, and complete all of the following services, all of which is herein referred to as the "services": A. Labor. Equipment. Materials. and Supplies. Provide, perform, and complete, in the manner described and specified in this Contract, all professional services necessary to accomplish the "Project," as defined in the following: 1. The Consultant's Proposal for Professional Services for SCADA Upgrades Phase 1 is attached to this Contract as Attachment A, and 2. With the insurance coverage listed in Attachment B attached to this Contract. B. Insurance. Procure and furnish all required certificates and policies of insurance specified in Attachment B. C. Standard of Performance. Provide, perform, and complete all of the foregoing in a professional manner, consistent with the professional standards of care of qualified engineers doing similar service in the Chicago Metropolitan Area and in full compliance with this Contract (the "standard of Performance"). L.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 Decernber 31, 2019 ("Completion Date"). The 1.3 rate of progress and time of completion are referred to in this Contract as the "Contract Time." 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. L.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 hasthe 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. Tilme 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. 1.6 L.7 Consultant'sPersonnelandSub-Consultants A. Consultant's Personnel. Consultant shall provide all personnel necessary to complete the Services. B. Approval and Use of Sub-Consultants. Consultant shall perform the Services with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved by Owner in writing. All sub-consultants and subcontracts used by Consultant shall be acceptable to, and approved in advance by, Owner. Owner's approval of any sub-consultant or subcontract shall not relieve Consultant of full responsibility and liability for the provision, performance, and completion of the Services in full compliance with, and as required by or pursuant to, this Contract. All Services performed under any subcontract shall be subject to all of the provisions of this Contract in the same manner as if performed by employees of Consultant. Every reference in this Contract to "Consultant" shall be deemed also to refer to all sub-consultants of Consultant. Every subcontract shall include a provision binding the sub-consultant to all provisions of this Contract. C. Removal of Personnel and Sub-Consultants. If any personnel or sub- consultant fails to perform the part of the Services undertaken by it in compliance with this Contract or in a manner reasonably satisfactory to Owner, Consultant, immediately upon notice from Owner, shall remove and replace such personnel or sub-consultant. Consultant shall have no claim for damages, for compensation in excess of the Contract Price, or for a delay or extension of the Contract Time as a result of any such removal or replacement. 1.8 Owner's Responsibilities Owner shall, at its sole cost and expense: (a) designate in writing a person with authority to act as Owner's representative and on Owner's behalf with respect to the Services except those matters that may require approval of Owner's Board of Trustees; (b) provide to Consultant all criteria and full information as to Owner's requirements for the Project or work to which the Services relate, including Owner's objectives and constraints, schedule, space, capacity and performance requirements, and budgetary limitations relevant to the Project; (c) provide to Consultant existing studies, reports, and other available data relevant to the Project; (d) arrange for access to and make all provisions for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services; (e) provide surveys describing physical characteristics, legal limitations, and utility locations for the Project and the services of geotechnical engineers or other consultants when such services are reasonably requested by Consultant and are necessary for the performance of the Services; (0 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 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 A. Termination or Suspension for Convenience. Owner shall have the right, at any time and for its convenience, to terminate or suspend the Services in whole or in part at any time by written notice to Consultant. Every such notice shall state the extent and effective date of such termination or suspension. On such effective date, Consultant shall, as and to the extent directed, stop Services under this Contract, cease all placement of further orders or subcontracts, terminate or suspend Services under existing orders and subcontracts, and cancel any outstanding orders or subcontracts that may be canceled. B. Payment for Completed Services. In the event of any termination pursuant to Subsection 1.9A above, Owner shall pay Consultant (1) such direct costs, including overhead, as Consultant shall have paid or incurred for all Services done in compliance with, and as required by or pursuant to, this Contract up to the effective date of termination; and (2) such other costs pertaining to the Services, exclusive of overhead and profit, as Consultant may have reasonably and necessarily incurred as the result of such termination. Any such payment shall be offset by any prior payment or payments and shall be subject to Owner's rights, if any, to withhold and deduct as provided in this Contract. ARTICLE II CHANGES AND DELAYS 2.L Chanses Owner shall have the right, by written order executed by Owner, to make changes to the timing or scope of the Services to be provided pursuant to this Contract (a "Services Change Order"). When a Services Change Order causes an increase or decrease in the amount of the Services, an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Services caused by any Services Change Order shall entitle Consultant to make any claim for damages, anticipated profits, or other compensation. Consultant shall not undertake any change in the Services without receipt of an executed Services Change Order from Owner. 2.2 Delays For any delay that may result from causes that could not be avoided or controlled by Consultant, Consultant, upon timely written application, shall be entitled to an extension of the Contract Time for a period of time equal to the delay resulting from such unavoidable cause. No extension of the Contract Time shall be allowed for any other delay in completion of the Services. In the event of a delay in the project outside of the control of Consultant that affects Consultant's ability to perform the Services, the Contract Price shall be adjusted for any actual increase in costs necessarily incurred by Consultant in the performance of the Services. 2.3 No Constructive Service Change Orders No claim for an equitable adjustment in the Contract Price or Contract Time shall be made or allowed unless it is embodied in a Services Change Order agreed to by Owner and Consultant. If Consultant believes it is entitled to an equitable adjustment in the Contract Price or Contract Time that has not been included, or fully included, in a Services Change Order, then Consultant shall submit to Owner a written request for the issuance of, or revision of, a Services Change Order, including the equitable adjustment, or the additional equitable adjustment, in the Contract Price or Contract Time that Consultant claims has not been included, or fully included, in a Services Change Order. Such request shall be submitted before Consultant proceeds with any Services for which Consultant claims an equitable adjustment is due. ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES 3.1 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.lC of this Contract (the "Representation of Compliance"). B. Opinions of Cost. It is recognized that neither Consultant nor Owner has control over the costs of labor, material, equipment or services furnished by others or over competitive bidding, market or negotiating conditions, or construction contractors' methods of determining their prices. Accordingly, any opinions of probable Project costs or construction costs provided for herein are estimates only, made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as an experienced and qualified professional, familiar with the industry. Consultant does not guaranty that proposals, bids or actual Project costs or construction costs will not vary from opinions of probable cost prepared by Consultant. Nonetheless, in the event that the engineer's estimate of costs is 20% or more less than the lowest responsible bid received, the Consultant will prepare new materials, if required by the Owner, so that the project can be re-bid or reevaluation without making any additional costs upon the Owner. "Provided, however, that in the event that the lowest bid from a qualified bidder is 25% or more higher than the engineer's estimate, the engineer will work with the Village, at its request, to revise the project documents and will only charge 50% of the regular costs of services for making such modifications." 3.2 Correetions Consultant shall be responsible for completeness and coordination of all Services shall, promptly and without charge, correct all Consultant. the quality, technical accuracy, under this Contract. Consultant errors in any Services provided by 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 indemnifii, hold harmless, or reimburse Consultant for such damages, losses, or costs. ARTICLE IV INSURANCE:INDEMNIFICATION 4.1 Insurance Contemporaneous with Consultant's execution of this Contract, Consultant shall provide certificates and policies of insurance evidencing at least the minimum insurance coverage and limits set forth in Attachment B. For good cause shown, Owner may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as Owner may impose in the exercise of its sole discretion. Such policies shall be in a form reasonably acceptable to Owner. Such insurance shall provide that no change to or cancellation of any insurance, nor any reduction in limits or coverage or other modifications affecting this Agreement, shall become effective until the expiration of 30 days after written notice thereof shall have been given by the insurance company to Owner. Consultant shall, at all times while providing, performing, or completing the Services, including without limitation at all times while providing corrective 4.2 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. 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, indemnifu, save harmless, and reimburse Owner against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, that may arise or be alleged to have arisen out of or in connection with Consultant's failure to meet its obligations or representations in this Contract or Consultants negligent acts, errors, or omissions except only to the extent caused by the sole negligence of Owner. ARTICLE V PAYMENT 5.1 Contract Price Owner shall pay to Consultant, in accordance with and subject to the terms and conditions set forth in this Article V and Attachment A, and Consultant shall accept in full satisfaction for providing, performing, and completing the Services, the amount or amounts in the schedule of hourly rates and reimbursable expenses set forth in Attachment A ("Contract Price"), subject to any additions, deductions, or withholdings provided for in this Contract. The contract price shall not exceed $19,300.00. If the price for the Contract in Attachment A is stated as an estimated price based upon the hours actually spent in the project or some other uncertain price standard and the Consultant finds that the estimated price stated in Attachment A will be exceeded, the Consultant shall be required to present in writing to the Owner, a letter indicating that the projected price will not cover all of the work and a new projected price shall be inserted. The Consultant shall not do any work in excess of the initially estimated or later approved maximum price without having received the written approval of the Village Manager. This provision shall not apply in situations in which the Owner requests additional services not covered by this Contract and an agreed-upon price for such services has been authorized in writing by the Village Manager 5.2 Taxes. Benefits and Royalties The Contract Price includes applicable federal, state, and local taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar benefits. Consultant shall have no claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees. 5.3 Progress Payments A. Payment in Installments. The Contract Price shall be paid in monthly installments. B. Pay Requests. Consultant shall, as a condition precedent to its right to receive each Progress Payment, submit to Owner an invoice accompanied by such receipts, vouchers, and other documents as may be necessary to reasonably establish Consultant's prior payment for all labor, material, and other things covered by the invoice and the absence of any lien or other interest of any party in regard to the Services performed under this Contract. In addition to the foregoing, such invoice shall include (a) employee classifications, rates per hour, and hours worked by each classification, and, if the Services are to be performed in separate phases, for each phase; ft) 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 Doy, by written notice to Consultant, designate a specific day of each month on or before which pay requests must be submitted. 5.4 Final Acceptance and Final Payment The Services or, if the Services are to be performed in separate phases, each phase of the Services, shall be considered complete on the date of final written acceptance by Owner of the Services or each phase of the Services, as the case may be, which acceptance shall not be unreasonably withheld or delayed. The Services or each phase of the Services, as the case may be, shall be deemed accepted by Owner if not objected to in writing within 30 days after submission by Consultant of the Services or such phase of Services for final acceptance and payment plus, if applicable, such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Services, or phase of Services, as the case may be. Within 30 days after final acceptance, Owner shall pay to Consultant the balance of the Contract Price or, if the Services are to be performed in separate phases, the balance of that portion of the Contract Price with respect to such phase of the Services, after deducting therefrom charges, if any, against Consultant as provided for in this Contract ("Final Payment"). The acceptance by Consultant of Final Payment with respect to the Services or a particular phase of Services, as the case may be, shall operate as a full and complete release of Owner of and from any and all lawsuits, claims, or demands for further payment of any kind for the Services or, if the Services are performed in separate phases, for that phase of the Services. 5.5 Deductions A. Owner's Right to Withhold. Notwithstanding any other provision of this Contract, Owner shall have the right to deduct and withhold from any Progress or Final Payment that may be or become due under this Contract such amount as may reasonably appear necessary to compensate Owner for any loss due to (1) Services that are defective, nonconforming, or incomplete; (2) Iiens 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 notifu Consultant in writing given in accordance with Section 7.8 of this Contract of Owner's determination to deduct and withhold funds, which notice shall state with specificity the amount of, and reason or reasons for, such deduction and withholding. B. Use of Withheld Funds. Owner shall be entitled to retain any and all amounts withheld pursuant to Subsection 5.5A above until Consultant shall have either performed the obligations in question or furnished security for such performance satisfactory to Owner. Owner shall be entitled to apply any money withheld or any other money due Consultant under this Contract to reimburse itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards, and reasonable attorneys' fees (collectively "Costs") incurred, suffered, or sustained by Owner and chargeable to Consultant under this Contract. Owner shall notify Consultant in writing given in accordance with Section 2.8 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 0wner's Remedies lf it shOuld appear at any tilne prior to Final Payment fOr all wOrk that Consultant has failed or refused to perform,or has delayed in the performance Ot the Services(“Event of Default''),and has failed tO cure any such Event of Default within five business days after Consultant's receipt of written notice of such Event of Default, then Owner shall have the right, at its election and without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: owner may require Consultant, within such reasonable time as may be fixed by owner, to complete or coruect 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. Owner may terminate this Contract without liability for further payment of amounts due or to become due under this Contract. owner may recover from Consultant any and all costs, including reasonable attorneys' fees, incurred by Owner as the result of any Event of Default or as a result of actions taken by owner in response to any Event of Default. 6.2 Consultant's Remedy Consultant may terminate this Contract upon for failure of Owner to make Progress Payments to which Consultant is entitled if Owner has failed to cure such failure within five business days after Owner's receipt of written notice from Consultant of such failure. 6.3 Terminations and Suspensions bv 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.L Bindins 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. 1. 2. 3. 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 Slll-42.1-l; or (ii) a violation of either Section 338-3 or Section 338-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5133F.-l et seq. Consultant hereby represents that the only persons, firms, or corporations interested in this Contract as principals are those disclosed to Owner prior to the execution of this Contract, and that this Contract is made without collusion with any other person, firm, or corporation. If at any time it shall be found that Consultant has, in procuring this Contract, colluded with any other person, firm, or corporation, then Consultant shall be liable to Owner for all loss or damage that Owner may suffer thereby, and this Contract shall, at Owner's option, be null and void. 7.4 Assienment Consultant shall not (1) assign this Contract in whole or in part, (2) assign any of Consultant's rights or obligations under this Contract, or (3) assign any payment due or to become due under this Contract without the prior express written approval of Owner, which approval may be withheld in the sole and unfettered discretion of Owner; provided, however, that Owner's prior written approval shall not be required for assignments of accounts, as defined in the Illinois Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial Code, 810 ILCS 5/9-318. Owner may assign this Contract, in whole or in part, or any or all of its rights or obligations under this Contract, without the consent of Consultant. 7.5 Confidentiallnformation All information supplied by Owner to Consultant for or in connection with this Contract or the Services shall be held confidential by Consultant and shall not, without the prior express written consent of Owner, be used for any purpose other than performance of the Services. 7.6 No Waiver No act, order, approval, acceptance, or payment by owner, nor any delay by Owner in exercising any right under this Contract, shall constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or incomplete Services, nor operate to waive any requirement or provision of this Contract or any remedy, power, or right of Owner. 7.7 No Third Party Beneficiaries No claim as a third party beneficiary under this Contract by any person, firm, or corporation (other than Owner and Consultant) shall be made or be valid against Owner or Consultant. 7.8 Notices All notices required or permitted to be given under this Contract shall be in writing and shall be deemed received by the addressee thereof when delivered in person on a business day at the address set forth below or after being deposited in the United States mail, for delivery at the address set forth below by properly addressed, postage prepaid, certified or registered mail, return receipt requested. Notices and communications to Owner shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Doug Patchin, Public Works Director Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Trotter and Associates, Inc. 40W201 Wasco Road, Suite D St. Charles, Illinois 60175 Attention: Scott Trotter, P.E., BCEE - President/CEO The foregoing shall not be deemed to preclude the use of other non-oral means of notification or to invalidate any notice properly given by any such other non-oral means. By notice complying with the requirements of this Section 7.8, Owner and Consultant each shall have the right to change the address or addressee or both for all future notices to it, but no notice of a change of address or addressee shall be effective until actually received. 7.9 Governing Laws This Contract and the rights of Owner and Consultant under this Contract shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois; the venue for any legal action arising in connection with this Contract shall be in the Circuit Court of DuPage County, Illinois. 7.10 Changes in Laws Unless otherwise explicitly provided in this Contract, any reference to laws shall include such laws as they may be amended or modified from time to time. Compliance with Laws and Grants7.11 The Services shall be provided,perforlned,and completed in accOrdance with all required governmental pernlits,licenses,or other approvals and authorizations, and with applicable statutes,ordinances,rules,and regulations. This requirement includes,but is not lilnited to,compliance with the Fair Labor Standards 7生 ct;any statutes regarding qualification to do business; any statutes prohibiting discrilnination because ol 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 1990,42U.S.C.§§12101 θι sc9., and the lllinois IIuman Rights Act,775 1LCS 5/1-101 οι sc9, COnsultant shall also comply with applicable conditions of any federal, state,or local grant received by Owner or Consultant with respect to this Contract or the Services. The prevailing rate of wages are revised by the Department of Labor and they are available on the Department's offlcial website. Consultant shall be liable fbr 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' ilnproper performance ol or failure tO properly perform,the Services or any part thereol Every provision oflaw required by law to be inserted intO this Contract shall be deemed to be inserted herein. 7.12 0wnership of Documents Consultant and Consultant's sub―consultants shall be deemed the original authors and owners respectively of lnaterials produced pursuant tO this Contract and shall retain all conll■On 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 llnaterials produced under this COntract for Village purposes and no other purposes. 7.13 Time Except where otherwise stated, references in this Contract to days shall be construed to refer to calendar days. 7.14 Severability The provisions of this Contract shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. 7,15 Entire Agreement This Contract sets forth the entire agreement of Owner and Consultant with respect to the accomplishment of the Services and the payment of the Contract Price therefor, and there are no other understandings or agreements, oral or written, between Owner and Consultant with respect to the Services and the compensation therefor. The proposal attached as Attachment A is attached hereto for reference only and other than as specifically referred to and incorporated herein, the terms and conditions set forth in the proposal do not form part of this Agreement. 1.LG Amendments No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Consultant. 7.L7 Attachments There may be Attachments attached to and made a part of this contract. Some of the Attachment forms may be contract terms or other documents submitted by or involving the duties and obligations of the contractor. Both the Owner and the Contractor agree that any terms or conditions contained within Article VII of this contract supersede and reflect the duties and obligations of the Parties without regard to any contrary provision set forth within any Attachment or exhibit. The exception would be a term or condition specified as superseding this contract and physically initialed by both the Owner and the Contractor. to be above. IN WII'NESS \\:HEREOF, Owner and executed in two original counterparts Consultant have caused this Contract as ol'the day and year first rvritten Village o By: Attest: By; Attest: I〕、': Nalne: Tllloi Challotte Pruss Village Clerk 'l'rotte r a nd Associates, B-y: Name: Title: rdo F. Ginex Village Manager ATTACHMENT A PROPOSAL DATED FEBRUARY 10,2019 鼎II鮮 Eヽ (::NEERS AND SURVEヽ .ORS Eryetienc.d tuolcssio"ab - 8.u.. Sotu.ionl &,1.irrg thc Cournuni\, Sincc 1999 February 10th, 2019 Doug Patchin Village of Oak Brook Public Works Director 3003 Jorie Boulevard Oak Brook, lllinois 60523 SCADA Upgrades Phase 1 Professional Services Letter Agreement and Exhibits Dear Mr. Patchin, Trotter and Associates, lnc. (ENGINEER) is pleased to provide professional services to the Village of Oak Brook (CLIENT)forthe SCADA Upgrades Phase l Proiect (hereinafter referred to as the "PROJECI"). Project Eackffound Trotter and Associates recently completed a Water Master Plan for the Village of Oak Brook. This Plan reviewed the condition of existing water infrastructure, and provided recommendations for rehabilitation and upgrade. One of the components reviewed within the Plan were sCADA, communications, and controls systems. The Village's control systems have been upgraded over the past 30 years and will require further investment within the next 10 years. While much of the hardware that controls the main and remote locations is modern, the controls software and instrumentation components are dated and in need of replacement. The Village recently completed conversion of the communication system in 2018 to a full cellular system, which was identified as the highest priority need by the Master Plan. The ne)d priority identified was evaluating software packages and rebuilding the SCADA system with modern screens and interfaces. Additionally, remove primary elements, such as flow meters, were identified for replacement as budget allows. These replaced elements should be integrated into the SCADA system. The Plan recommended a two-phased approach to the SCADA upgrades proiect. Phase l would include meeting with software representatives or integrators to determine the preferred manufacturer and package. This phase would also include drafting a Request for Proposal from integrator(s) to provide pricing for replacement of the software package and integrating the primary elements identified. The second phase would include the physical implementation of the scope identified in Phase 1. Prorect Understanding The Village has requested that Trotter and Associates assist in the SCADA Upgrades Phase 1 proiect, coordinating meetings with software representatives/integrators to determine the preferred package. TAI will then draft a Request for Proposal (RFP) to be issued to a Controls lntegrator. The RFP will delineate the scope of work to be completed in Phase 2 as budget allows. This includes conversion to the selected SCADA software, rebuilding process screens, and replacing and integrating primary elements as identified. 38 W Grand Avenuc Fox Lakc,1lunois 60020 Ph1 630 587 0470 Fax 630 58,0475 40ヽ V201 Wasco Road,Sulte D St Cballs,11血 ois 60175 Ph:630 587 0470 Fax 630 587 0475 www.trotler-tnc.com CLIENT Inittal TAI Inltial Scope of Services Our services will consist of customary civil engineering and related services incidental thereto, described as follows; 1. Attend a Project Kick-Off meeting with Village Staff to outline scope, expectations, and schedule for the Phase 1 project. 2. Submit an lnformation Request to gather all pertinent SCADA system information from Village staff. Update the lnformation Request as needed throughout the duration of the project. 3. Create a network diagram of the existing controls infrastructure for use in soliciting proposals from controls integrator(s). The network diagram shall include all servers, workstations, switches, programmable logic controllers, HMI's, and communication systems. 4. ldentify critical primary elements (instrumentation) within the water system requiring replacement. Provide recommendations/specifications for replacement models. 5. Host work sessions with up to three SCADA software providers to determine the preferred manufacturer for upgrade of the Village's water SCADA software: r Wondenrare/Avena - lnTouch HMI r RockwellAutomation/Allen-Bradley - FactoryTalk View SE o GE Digital- iFlX 6.0 (i.e. upgrade current Village iFlX version) 6. Develop a Request for Proposal (RFP) to be issued to the Village's preferred controls system integrator. This RFP will delineate the scope of Phase 2 to include: o Replacement of the SCADA server including redeveloping all system graphics, configuration, installation and testing. o All SCADA software licenses (e.g. graphics package, alarming, Historian). r lnstallation and integration of any primary elements/instrumentation identified. 7. Hold a work session with the preferred controls integrator to review scope, schedule, and fee associated with the SCADA Upgrades Phase 2 Project. 38 W Grand Avcnuc Fox Lakc,11llnois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201ヽ Vasco Road,Suitc D St Charlcs,11lmois 60175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-inc.com LN(:INEERS ANl)StiRヽ 'Fヽ .()RS llt()ill「 111く〕It ASS()(llA'1・ 1lS,IN(〕. CLIENT hitial TAIInhal Compensation An amount equal to the cumulative hours charged to the Project by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Reimbursable Expenses and ENGINEER's Consultant's charges, if any. ENGINEER's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit B. The total compensation for services will not exceed 519,300.00 based on the following estimated distribution: Meetings & Coordination Network Diagram Creation I nstrumentation Details Development of Phase 2 RFP Project Reserve Fund S6′000 S4′500 S2′200 S5′100 51′5θ θ The Project Reserve Fund shall be utilized only as authorized in writing by the Public Works Director for the completion of tasks considered outside the Scope of Services defined within this Agreement, but which are determined to be necessary for the timely completion of the SCADA Upgrades Phase 1 project. ENGINEER may alter the distribution of compensation between individual items of the work noted herein to be consistent with services actually rendered, but shall not exceed the total estimated compensation amount unless approved in writing by CLIENT. The total estimated compensation for ENGINEER's services included in the breakdown by phases incorporates all labor, overhead, profit, Reimbursable Expenses and ENGINEER's Consultant's charges. The amounts billed for ENGINEER's services will be based on the cumulative hours charged to the PROJECT during the billing period by each class of ENGINEER's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and ENGINEER's Consultant's charges. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually as of January 1st to reflect equitable changes in the compensation payable to ENGINEER. 38 W. Grand Avenue Fox Lake, Illinois 60020 Ph:630.587.0470 Fax630.587.0475 40W201 Wasco Road,Sultc D St Charles,1lhllois 60175 Pb:630 587 0470 Fax 630 587 0475 www.trotter-inc.corn CLIENT Inidal TAl lnttlal l｀こ(2il[1｀1く !IR ヽSS()(:lAIES IN(: rN(;l、EERS`ヽヽ1)ヽじRヽ Lヽ (〉RS Miscellaneous This Agreement constitutes the entire agreement between the parties and supersedes any prior oral or written representations. This agreement may not be changed, modified, or amended except in writing signed by both parties. ln the event of any conflict a mong the exhibits, the exh ibit of the latest date sha ll control. ENGINEER may have portions of the Services performed by its affiliated entities or their employees, in which event ENGINEER shall be responsible for such services and CUENT shall look solely to ENGINEER as if ENGINEER performed the Services. ln no case shall CLIENT'S approval of any subcontract relieve ENGINEER of any of its obligations under this Agreement. However, ENGINEER is not responsible whatsoever for any obligations its subcontractors might have to its [subcontractors'] employees, including but not limited to proper compensation of its employees. ln the event CLIENT uses a purchase order form or other CLIENT developed document to administer this Agreement, the use of such documents shall be for the CLIENT's convenience only, and any provisions, terms or conditions within the CLIENT developed document shall be deemed stricken, null and void. Any provisions, terms or conditions which the CLIENT would like to reserve shall be added to Exhibit C - Supplemental Conditions and agreed to by both parties. ENGINEER acknowledges that this project and the scope ofwork performed thereto will require ENGINEER and all lower tiered subcontractors of ENGINEER to comply with all obligations under and pursuant to the any applicable local, state and/or federal prevailing wage laws (e.9. Davis-Bacon Act, lllinois Prevailing Wage Act, etc.), including but not limited to all wage, notice and/or record keeping requirements to the extent applicable, necessitated and required by law. lf during negotiations or discussion with a Client it becomes clear that Client has determined prevailing wages are not applicable to the work performed by Trotter & Associates, it is best to confirm that understanding in writing with appropriate indemnification language. The following is draft language to consider: Trotter & Associates' services performed is based on its understanding through the actions, statements and/or omissions of CLIENT that this project [identify] and the work performed relating thereto is professional in nature and not subject to prevailing wage requirements (federal, state or local). lfTrotter & Associates' understanding is incorrect, CLIENT agrees and acknowledges that it shall immediately notify Trotter & Associates in writing within forty-eight (48) hours from receiving this notice so that Trotter & Associates may submit a revised proposal and/or invoice reflecting the additional costs associated with applicable prevailing wage laws. lf at any time it is determined that this project is or was subject to prevailing wage requirements under federal, state or local law, then CLIENT agrees and acknowledges that it shall reimburse and make whole Trotter & Associates for any back wages, penalties and/or interest owed to its employees or any other third party, including any appropriate governmental agency. CLIENT also agrees that prices, costs and/or applicable fees will also be increased prospectively as required by the increase in wage payments to Trotter & Associates' employees. CLIENT understands and acknowledges that it shall notify Trotter & Associates of any prevailing wage requirements or obligations under applicable laws relating to the work or services performed by Trotter & Associates. CLIENT also agrees to indemnify and hold Trotter & Associates harmless from any error, act or omission on its part with regard to prevailing wage notification that causes any claim, cause of action, harm or loss upon Trotter & Associates, including but not limited to prompt reimbursement to Trotter & Associates of any and all back wages, penalties and/or interest owed to its employees or any other third party, including reasonable attorneys'fees and costs associated with such claim, cause of action, harm or loss. 38 W Ontld Avenuc Fox Lake,lulnOis 60020 Ph:630 587 0470 Fax 630 587 0475 40ヽ V201 Wasco Road,Stllte D St Cbttles,1lLnois ω 175 Pb:630 587 0470 Fax 630 587 0475 ヽVヽ νヽV trOttcr‐lnc com CLIENT hitlal TAI hitlal Contents of Agreement This Letter Agreement and the Exhibits attached hereto and incorporated herein, represent the entire understanding with respect to the Project and may only be modified in writing signed by both parties. lN WITNESS WHEREOF, the parties hereto have executed this Agreement. Village of Oak Brook:Trotter and Associates, lnc.: Title: Effective Date: Address for giving notices: Designated Representative Title: Phone Number: Facsimile Number: E-MailAddress: ATTACHMET{TS: EXHIBT A - STANDARD TERMS AND COruOTIOruS EXHIBIT B - SCHEDULE OF HOURLY RATES AND REITTNSURSIELT EXPENSES ExHrBtr C - Supplrn,terurm GrrutRnt Cottotttot'ts ExHIBIT D _ CONTRACT ADDENDUM By: Scott Trotter, P.E., BCEE Title: President Date Signed: February 11th, 2019 Address for giving notices: 40W201Wasco Road, Suite D. St. Charles, lllinois 50175 Designated Representative Chris Marschinke, P.E. Title: Project Manager Phone Number: 6301587 4,47 O Facsimile Number: 5301587 -0475 E-M a il Add ress : c. ma rsch in ke@trotter-inc.com By: 38 W CIrallld Avcnuc Fox Lakc,Ilhnois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201 Wasco Road,Sulte D St Charles,IIhois 60175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-inc.com/ CLIENT lniial TAI Initial Table of Conten* ARTICLE I - SERVICES OF ENGINEER l.0l Scope ARTICLE 2 . CLIENT'S RESPONSIBILITIES 2.01 General ARTICLE 3 . TIMES FOR RENDERING SERVICES 3.01 General 3.02 Suspension ARTICLE 4 - PAYMENTS TO ENGINEER 4.01 Methods of Paym.ent for Services and Reimbursable Expenses of ENGINEER 4.02 Other Provisions Concerning Payments ARTICLE 5 - OPINIONS OF COST 5.01 Opinions ofProbable Construction Cost 5.02 Designing to Cmsruction Cost Limit 5.03 Opinions of Total Project Cosrs ARTICLE 6 . GENERAL CONSIDERATIONS 6.01 StandardsofPerformance 6.02 AuthorizodProjectReprese,ntatives 6.03 DesignwithoutConstructionPhaseServices 6.04 Use of Doculents 6.05 Insurance 6.06 Tennination 6.07 Contofling [.aw 6.08 Successors,Assigos,andBeneficiaries 6.09 Dispute Resolttion 6.10 HazardousEnvirormentalCondition 6.ll AllocationofRisks 6.12 Notices 6.13 Survival 6.14 Sevembility 6.15 Waiver 6.16 Headings 5.16 Defini1i66 ARTICLE I - SERVICES OF ENGINEER l.0l Scope A. ENGINEER shallprovide the Professional Services sa forth herein and in the tetter Agreement. EXHIBIT A‐STANDARD TEΠ MS AND CONDITIONS222 B. Upon this Agreement becoming effective, ENGINEER is auftorizod to begin Services. ARTICLE 2 - CLIENT'S RESPONSIBILITIES 2.01 Gelleral Provide ENGINEER with all criteria and full informatioo as to CLIENT's roquirements for the Project, including design objoctives and cmstraints, space, cqacity and performance requirements, flexibility, and expandability, and aoy budgetary limitations; and fumish copies of all design and constnrction sandards which CLIENT will require to be included in the Drawings and Specifications; and fumish copies of CLIENT's standard forms, cmditions, and related docurnents for ENGINEER to include in the Bidding Docrunents, whan applicable. Fumish to ENGINEER any other available information pertinent to the Projct including repons and data relative to previous designs, or investigation at or adjac€nt to the Site. Following ENGINEER's assessment of initially-available Project information and data and lpon ENGINEER's request, firmish or otherwise make available such additiorul Project related infumation and data as is reasonably requirod to enable ENGINEER o complete its Basic and Additional Services. Srrch additimal infonnation or data would generally include the following: l. Propertydescripions. 2. Zoning, deed, and other land use restrictions. 3. Property, bowrdary, easerreng right-of-way, and otho special surveys or data, including esablishing relevant reference points. 4. Explorations and tests ofsubsurfacecmditions at or contiguous to the Site, drawings ofphysical conditions in or relating to existing surface or subsurhce stuchres at or contiguous to the Site, or hy&ographic surveys, with appropriate professional interpretation 6ermf. 5. EnvironmentalasscssmenB, audits, investigationsand impact stat€rm€nts, and olher relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6. Data or consultations as required for the Project but nor otherwise identified in the Agreement orthe Exhibits ftereto. Give prompt written notice to ENGINEER whenever CLIENT observes or otherwise becomes aware ofa Hazardous Environmental Condition or ofany other developnent tbat affects the scope or time of performance of ENGINEER's services, or any defect or nonconformance in ENGINEER's services or in the work ofany Contractor. Autborize ENGINEER to provide Additimal Services as set forth in Exlrbit D - Contract Addendwn (ifany)as required.333334444566666777777738ヽ V Chand Avenuc Fox Lake,I■oois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201 Wasco Road,Suite D St Charlcs,1llmois 611175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-inc.comABCElヽこ()rll「1・ 1く〕 IN(1. Exhibit A Standard Terms and Conditions Page 2 Any such Additional Services will not change the total compensation set forlh on page 3 ofthe [,etter Agreement without the advance written approval by both parties. F. Arrange for safe access to and make all provisions for ENGINEER to enter upon prblic and pnvate property as required for ENGINEER to perform services under the Agreement. G. Examine all ahemate solutions, studies, reports, skerches, Drawings, Specifications, proposals, and other docrunents presented by ENGINEER (including obaining advice of an attomey, insurance counselor, and other advisors or consultants as CLIENT deems appropriate with respect to such eaamination) and rendo in writing timely decisions p€rtaining thereto. H. Provide reviews, approvals, and permis from all govemmantal audrorities havingjurisdiction to approve all phases ofthe Project designed or specified by ENGINEER and such reviews, approvals, and consents from others as may be necessary for completion ofeach phase ofthe Project. l. Provide, as required forthe Project: l. Accounting, bond and financial advisory, independent cost estimating and insurance counseling services.J2. kgal services with regard to issues pertaining to the Project as CLIENT requires, Contractor mises, or ENGINEER reasonably requests. 3. Such auditing services as CLIENT requires to ascertain how or for what purpose Contractor has used the moneys paid. 4. Placernent and payment for advertisement for Bids in appropriate publications. Advise ENGINEER ofthe identity and scope ofservices ofany independort consultants employod by CLIENT to per-form or fumish services in regard to the hoj€ct, including, but not limited to, cost estimating, project peer review, value engineering, and constructability review. Furnish o ENGINEER data as to CLIENT's anticipatod costs for services o be provided by othos for CLIENT so that ENGINEER may make the necessary calculations to develop and periodically adjust ENGINEER'S opinion of Total Project Costs not to exceed the total compensation s€t forth on Page 3 of the lrtter Agreement without the advance written approval of both pa'ties. If CLIENT designates a manager or an individual or entity otho than, or in addition to, ENGINEER to represant CLIENT at the Site, the duties, responsibilities, and limitations ofauthority of such other party shall be disclosed to the ENGINEER and coordinated in relation to the duties, rcspornibilities, and audrority of ENGINEER. If more than one prime contract is to be awarded for the Work desiped or specified by ENGINEER, designate a person or antity to have authority and responsibility for coordinating the activities among the various p,rime Contractors, and define and sa forth the duties, responsibilities, and limitations ofauthority ofsuch individual or entity and the relation lhereofto the duties, responsibilities, and authority of ENGINEER is to be mutually agreed upon and made a part offtis Ageement before such services begin. Attend the prc-bid confoence, bid opening, pre-construction conferences, constsuctim progress and otherjob related meetings, and Substantial Compleion and final payment inspections. Provide the services ofan independent testing laboratory to perfonn all inspections, tests, and approvals ofSamples, materials, and equipnent rEquired by the Contract Documents, or to evaluate the per'formance ofmaterials, equip,rnert, and ficilities of CLIENT, prior to their incorporation into the Wolt with appropriate professional interpretation thereof. Provide inspectim or monitoring services by an individual or entity other than ENGINEER (and disclose the identity of such individual or entity to ENGINEER) as CLIENT determines necessary to veriry: I . That Confacor is complying with any laws and Regulations applicable to Contzctor's performing and frrmishing the Wotk. 2. That Contractoris akingall necessary precautions for safety ofpersons or property and complying with any special provisions ofthe Contract Documanb applicable to safety. Provide ENGINEER with the findings and reports generated by the entities providing services pursuant to paragraphs 2.01.O md P.0PQKARTICLE 3‐TIMES FOR RENDERINC SERVICES 3.01 Generel A. ENGINEER's services and compensation under this Agreement have been agreed to in anticipation ofthe orderly and continuous progess ofthe Project thmugh completion. Unless specific periods oftime or specific dates for providing services are specified in tris Agreern€nt, ENGINEER's obligation to rendo services hereunder will be for a period which may teasonably be rpquired for the completion ofsaid services. B. If in this Agreanent specific periods of time for randering services are set forth or specific dates by which services are to be completed are provided, ard ifsuch periods oftime or dates are chaoged trough no fault of ENGINEER, the rates and amounts ofcompensation provided for herein shall be subject to equitable adjustment. IfCLIENT has requested changes in the scope, ext€nt, tr charactcr ofthe Project, the time ofperformance of ENGINEER's services shall be adjusted equitably. C. For prn:poses of this Agreerrent the temr "day" means a calendar day of24 hours. 3.02 Suspension A. If CLIENT fails to give prompt written authorization to proceed with any phase of services after completion of the immodiately preceding phase, or ifENGINEER's services are delayed through no fault of ENGINEER, ENGINEER may, after givurg seven days writte,n notice to CLIENT, suspend services rmder this Agreanant. B. If ENGINEER's services are delayed or suspended in whole or in part by CLIENT, or if ENGINEER's services are extended byLM 38 W. Grand Avenue Fox Lake, Illinois 60020 Ph:630.587.0470 Fax630.587.0475 40W201 Wasco Road,Suitc D St Charlcs,1lhnois 601 75 Ph:630 587 0470 Fax 630 587 0475 www trotter―lnc.com Exhibit A Standard Terms and Conditions Page 3 Conractor's actions or inactions for more than 90 days thro"gh no fault of ENGINEER, ENGINEER shall be entitled to equiable adjusment of rates and amormts of compensation provided fo elsewhere in this Agreement to reflect, reasonable costs incured by ENGINEER in connection with, among other things, such delay or suspeirsion and reactivation and the fact that the time forperforrnance under tiis Agreement has been revised. C. If ENGINEER fails to perform services under this Agreement, then CLIENT may provide notice of such defauh to ENGINEER with an opportunity to cue such defauh within seven (7) days. If ENGINEER fails to cure the defect within seven (7) days, CLIENT may temporarily suspend this Agreememt until such defauh is cured to CLIENT's satisfaction. ARTICLE 4 - PAYMENTS TO ENGINEER 4.01 Methods of Payment for Services and Reimbursable Expenses of ENGINEER A. For Basic Serrices. CLIENT shall pay ENGINEER for Basic Services performed or fumished rmder as outlined in the Letter Agreexrsnt B. For Additional Services. CLIENT shall pay ENGINEER for Additional Services performed or furnished as outlined in Exhibit D (ifany). C. For Reimbursable Expenses. CLIENT shall pay ENGINEER for Reimbursable Expenses incurred by ENGINEER and ENGINEER's Consultans as set fortlr in Exhibit B upon CLIENT'S receipt of a written receipt or documentation of any such expenses. 4.02 Other Provisions Concerning Payments A. Preparation of Invorces. lnvoices will be prepared in accordance with ENGINEER's standard invoicing practices and will be submitted to CLIENT by ENGINEER, unless othetwise agreed. B. Paymenl of Invoices. Invoices are due and payable according to the terrns ofthe local Government Prompt Payment Act (50 LCS 505/l ) as follows: CLIENT shall approve or disapprove an invoice from ENGNEER within 30 days after the receipt of such invoice, or within 30 days after the date on which the services were rendered, whichever is later. Any invoice app,roved for payment shall be paid within 30 days after the date ofapproval. Ifpayment is not made within such 30 day perio4 an interest penalty of I % of any amormt aproved and unpaid shall be addod for each month or fraction thereofafter the expiration such 30 day period, until final payment is made. In addition, ENGINEER may, after giving seven days writtot flotice to CLIENT, suspend s€rvices rurder this Agreement until ENGINEER has been paid in full all arnounts due for services, expenses, and other related charges. Payments will be credited first to interest and then to principal. C. Disputed Invoices. Intheeventofadisputedorcontested invoice, only that portion so contested may be withheld from payrnent, and the rurdisputed portion will be paid in accordance with the Local Govemment Prompt Paymant Act. D. Paymenls Upon Temination. l. ln the event ofany tennination under paragraph 6.06, ENGINEER will be enlitled to invoice CLIENT and will be paid in accordance with Exhibit B for all services perfonned or fumished and all Reimbursable Expenses incurred through the effective date oftermination. 2. In the eventoftennination by CLIENT forconvenience or by ENGINEER for cause, ENGINEER, in addition to invoicing for those items id€ntified in subparagraph 4.02.D.1, shall be entitled to invoice CLIENT and shall be paid a reasonable amormt for services and expenses directly attributable to termination, both before and after the effective date of termination, zuch as reassignment of personnel, costs of terminating contracts with ENGINEER's Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit B. Records of ENGINEER 's Costs. Records of ENGINEER's costs pertinent to ENGINEER's compensation under this Agreement shall be kept in accordance with generally accepted accounting practices. To the extent necessary to verifu ENGINEER's charges and upon CLIENT's timely request, copies ofsuch records will be made available to CLIENT at cost. F. Legislative Actions. In the event of legislative actions after the Effective Date ofthe Agreernent by any level ofgovemmant that impose taxes, fees, or costs on ENGINEER's services or other costs in connection wifr tris Project or compensation therefore, such new taxes, fees, or costs shall be invoiced to and paid by CLIENT as a Reimbursable Expense to which a Factor of 1.0 shall be appliod. Should zuch taxes. fees, or coss be imposed" they shall be in addition to ENGINEER'S estimatod toral compensation. ARTICLE 5 - OPINIONS OF COST 5.0 I Opinions of Probeble Construction Cost A. ENGINEER's opinims of probable Consfuction Costprovided for herein are to be made on fte basis of ENGINEER's experiance and qualifications md represent ENGINEER's best judgment as an expei'ienced and qualified professional generally fumiliarwith the indusry. However, since ENGINEER has no control ov€r the cost of labor, materials, equipnenq or services fimished by others, or ov€r the Contractor's methods of determining prices, or over competitive bidding or marftet conditions, ENGINEER cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinioos of probable Coostnrction Cost ppared by ENGINEER. If CLIENT wishes greater assuraDc€ as to probable Constuction Cost, CLIENT shall employ an independent cost estimator. 5.02 Designing to Construction Cost Limit A. If a Constuction Cost limit is established between CLIENT and ENGINEER, such Construction Cost limit and a staternent of ENGINEER's rights and responsibilities with respect thereto will be spocifically set forth in Exhibit C - Supplernental General Conditions. 5.03 Opinions of Total Project Costs A. ENGINEER assumes no responsibility for the accuracy of opinions ofTotal Project Costs. ARTICLE 6. GENERAL CONSIDERATIONS 38 VV Grand Avcnuc Fox Lake,Iulllois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201 Wasco Road,Suitc D St Charlcs,Ilhois 60175 Ph:630 587 0470 Fax 630 587 0475 www,trotter‐lnc.com Exhibit A Standard Terms and Conditions Page 4 6.01 Standards of Performance A. The standard ofcare for all professional engineering and related services performed or fiunished by ENGINEER under this Agreement will be the care and skill ordinarily used by membos of ENGINEER's profession pa'acticing rmder similr circumstances at tle same time and in the same locality. ENGINEER makes flo warranties, expr€ss or implied, under this Agreemant or otherwise, in connection with ENGINEER's services. B. ENGINEER shallberesponsible forthetechnical accuracy ofits services and docr.mants resulting therefrom, and CLIENT shall not be responsible for discovering deficiencies therein. ENGINEER shall conect such deficiencies without additional compensation except to the extent such action is directly atributable to deficiencies in CLIENT-fumished information. C. ENGINEER shall perform or frrmish professional engine€ring and related services in all pbases ofthe Project to which this Agreement applies. ENGINEER shall serve as CLIENT's prime professional forthe Project. ENGINEER may employ such ENGINEER's Consultants as ENGINEER deerns necessary to assist in the performance or firrnishing ofthe services. ENGINEER shall not be requircd to employ any ENGINEER's Consultant unacceptable to ENGINEER. D. ENGINEER and CLIENT shall comply with applicable [aws or Regulations and CLIENT-mandatal standards. This Agreement is based on these requir€rnents as ofits Effective Date. Changes to these requiremeots after the Eftiective Date of this Agreement may be the basis for modifications to CLIENT's respmsibilities or to ENGINEER's scope of services, times of performance, or compeosation. E. CLIENT shall be responsible for, and ENGINEER may rely upon, the accuracy and completeness ofall requiremenS, programs, instructions, reports, dat4 and other information fumished by CLIENT to ENGINEER pursuant to this Agre€ment. ENGINEER may use such requiremens, r€ports, data, and information in performing or firrnishing services rmdo this Agreement. F. CLIENT shall make decisions and carry out its other responsibilities in a timely manner and shall bear all costs incident 6ereto so as not to delay the services of ENGINEER. G. Prior to the commencern€nt of the Consauction Phase, CLIENT shall noti! ENGINEER ofany other notice or certification that ENGINEER will be requestod to provide to CLIENT or third parties in connectim with the Project. CLIENT and ENGINEER shall reach agreeiment on the temrs of any such requested notice or certification, and CLIENT shall authorize such Additional Services as are necessary to enable ENGINEER to provide the notices or c€rtifications requested. H. ENGINEER shall not be roquired to sign any documents, no matt€r by whom requested, that would result in the ENGINEER's having to certifl, guarantee or wanant the existence ofconditions whose existence the ENGINEER cannot ascertain. CLIENT agrees not to make resolution ofany dispute with the ENGINEER or payment of any amount due to the ENGINEER in any way contingent rryon the ENGINEER's sigring any such certification. I. During the Construction Phase, ENGINEER shall not supervise, direct, or have control over Contractor's work, nor shall ENGINEER have authority over or responsibility for the means, methods, techniques, sequences, or procedures of conslruction selected by Contactor, for safety precautims and programs incident to the Contractor's work in progress, nor for any failure of Contractor to comply with laws and Regulations applicable to Conoactm's fumishing and performing the Wo*. J. ENGINEER neitho guarantees the per''formance of any Contactor nor assumes responsibility for any Contractor's failure to fumish and perform the Work in accordmce with the Contract Documents. K. ENGINEER shall not be responsible for the acts or omissions of any Contractor(s), subcontractor or sr4plier, or ofany ofthe Contractor's agents or employees or any otlrcr persons (except ENGINEER's own employees) at the Site or otherwise fumishing or performing any of the Contractor's work; or for any decision made on interpretations or clarifications ofthe Contract Documents given by CLIENT without corsultation and advice of ENGINEER. L. The GeneralConditions foranyconsruction contractdocurnents prepared hereunder arc to be the "Standard General Conditions ofthe Construction Conaact'' as prepared by the Engineers Joint ConEact Documents Conmittee (Document No. I 9 I 0-8 , I 996 Edition) unless both parties munrally agree to use other General Conditions. 6.02 Authorized Project Representrtlves A. Conte,mporBneous with the execution of this fureemen! ENGINEER and CLIENT shall designate specific individuals to act as ENGINEER's md CLIENT's repres€ntatives with respect to the services to be performed or finnished by ENGINEER and responsibilities of CLIENT under this Agreerrent. Such individuals shall have authority to transmit instructions, receive informatim, and render decisios relative to the Project on behalf of each respective party. 6.03 Design without Construction Phese Services A. Should CLIENT provide Construction Phase services with either CLIENT's representatives c a thid party, ENGINEER's Basic Services under this Agreement will be cmsidered to be completed upon completion ofthe Final Desigr Phase orr Bidding or Negotiating Phase as outlined in the lrtter Agreernent. B. It is understood andagroedthat ifENGINEER's Basic Services uder this Agrement do not include Project observation, or review ofthe Contractor's performance, or any other Construction Phase services, and that slch services will be provided by CLIENT, then CLIENT assumes all responsibility for interpretation ofthe Contract Docum€nts aDd for coDstruction observatim or review and waives any claims egainst the ENGINEER that may be in atry way connected ther€to. 6.04 Use of Documents A. All Documents are instnrments of service in respect to this Project, and ENGINEER shall retain an ownenhip and property interest therein (including the right ofreuse at the discretion of drc ENGINEER) whether or not the Project is completed. B. Copies of CLIENT-fumished data drat may be relied upon by ENGINEER are limited to the prrinted copies (also known as hard copies) that are delivered to the ENGINEER. Files in 38 W. Grand Avenue Fox Lake, Illinois 60020 Ph: 630.587.0470 Fax 630.587.0475 40W201 Wasco Road,Sultc D St Charlcs,11lmois 60175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-inc.com Exhibit A Standard Terms and Conditions Page 5 electonic media format oftext, daa, graphics, orofothertypes 4. Automobile Liability that are fumished by CLIENT to ENGINEER are only for a. Combined Single Limit (Bodily Injury and convenience of ENGINEER. Any conclusion or infonnation Property Damage): obtained or derived fiom such electonic files will be at the Each Accident $ I,000,000 user's sole risk. 5. ProfessionalLiability C. Copies of Documeots that may be relied r.pon by CLIENT are a. Each Occunence: $2,000,000 limited to the printed copies (also known as hard copies) that are b. General Aggregate: $2,000,000 siped or sealed by the ENGINEER. Files in electronic media format of texl data, gra.phics, or of other types that are fumished The General Liability, Excess or Umbrella Liability, and by ENGINEER to CLIENT are only for convenience of Automobile Liability insurance policies and/or coverages must CLIENT. Any conclusion or information obtained o derived name CLIENT as an additional inured. from such electronic files will be at the user's sole risk. B. CLIENT shall cause ENGINEER and ENGINEER's D. Because data storod in electronic media format can deteriorate or Consultants to be listed as additional insureds on any general be modifiod inadvertmtly or otherwise without authorization of liability or property insurance policies carried by CLIENT which the data's creator, the party receiving eloctsonic fks agrees that are applicable to the Project. it will perform acceptance tests or procedurcs within 60 days, after which thercceivingparty shall be deemed to have accepted C. CLIENT shall requireContractortopurchaseand maintain tle data thus tansferred. Any errors detected within the 60{ay general liability and other insurance as specified in the Contract acceptaoce period will be corrected by the pa'ty delivering the Docurnents and to cause ENGINEER and ENGINEER's electronic files. ENGINEER shall not be responsible to maintain Consultants to be listod as additional insureds with respect to doctunents stored in electronic media format after acceptance by such liability and other insurance purchased and maintained by CLIENT. Contractor for the Project E. When transferring documens in electronic media format, D. CLIENT and ENGINEER shall each deliver to the other ENGINEER makes no represertations as to long term certificates ofinsru'ance evidancing dte coverage. compatibrlity, usability, or readability of documens resulting from the use ofsoftware applicationpackages, operating E All policies ofprcperty itr$rance shall containp,rovisions to the systems, or computer hardware differing frorn those used by effoct ftat ENGINEER's and ENGINEER's Cutsultants' ENGINEER at thebeginning ofthis Project. interess are cov€red andthat in the eventofpayment ofany loss or damags the insurers will have no righrc ofrecovoy against F. CLIENT may make and retain copies ofDocuments for any ofthe insureds or additional insureds thereunder. infonnation and reference in connection with rse on the Project by CLIENT. Such Documents arc not intended or represented o F. At any time, CLIENT may request that ENGINEER, at be suiable forreuseby CLIENT orothers on exteasions ofthe CLIENT's sole expense, provide additional insurance coverage, Project or on any other project. Any such ratse or modification increased limis, or revisod deductlbles that are more gotective. without written verification or adaptation by ENGINEER, as If so requested by CLIENT, with lhe concurrsnce of appopriate for the specific purpose intendod, will be at ENGINEER, and if commerpially available, ENGINEER shall CLIENT's sole risk and without liability or legal exposure to obtain and shall require ENGINEER's Cmsultants to obtain ENGINEER or to ENGINEER's Consulanr. CLIENT shall such additioml insurmce coverage, different limits, or revised indanni! and hold barmless ENGII.IEER and ENGINEER's deductibles for such periods of time as roquested by CLIENT. Consultants frorn all claims, damages, losses, and expenses, including aftomeys' fees arising out of or resulting thaefrom. G. Ifthere is a discrepancy between the eloctronic files and the hard copies, the hard copies govem. H. Any verification or adaptation ofthe Documens for extensions of the Project or for any other project will entitle ENGINEER o further compensation at rates as defined in Exhibit B. 6.05 Insurance A. ENGINEER shall procure and maintain insurance as set forth below: l. Workers Compensation & Employer's Liability a. Each Occurrence: $1,000,000 2. General Liability a. Each Occurrence: $1,000,000 b. General Aggregate: $2,000,000 3. Excess or Umbrella Liability a. Each Occurrence: $5,000,000 b. General Aggregate: $5,000,000 38 W Grand Avcnuc Fox Lake,Illmois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201ヽ Vasco Road,Sutc D St Charlcs,Illhois 601 75 Ph:630 587 0470 Fax 630 587 0475 www.trotter-inc.com Exhibit A Standard Terms and Conditions Page 6 6.06 Termination A. The obligation to provide frrther services under rhis Ag'eement may be tenninated: 1. For cause, a. By eitherparty upon thirty (30) days written notice in the event ofsubstantial failure by the other party to perform in accordance with this Agreement. Nowithstanding, upon agre€rnent of the parties, the party in defauh or who has otherwise substantially friled to perform, may be given a chance to cure the default within the thnry (30) day notice period. The thirty (30) day notice period and opportunity to cure may thereafter be extended for an additional thirty (30) days upon agreernent ofthe parties. b. ByENGINEER: l) upon sevor(7) days written ootice if ENGINEER believes that ENGINEER is being rcquested by CLIENT to firmish or poform services coDtrary to ENGINEER's responsibilities as a licensed professional; or 2) upon sevan (7) days written notice ifthe ENGINEER's services for the Project are delayed or suspended for more than 90 days for reasons beyond ENGINEER's control. c. By CLIENT: l) Upon seven (7) days writan notice in the event of material b,reaches of this Agreeineirt, which in the opinion ofCLIENT, cannot be cured. 2) Upon sevan (7) days writen notice ifthe ENGINEER's performance under this Agreement is delayed or suspended fm a period ofninety (90) days or moe due to no fault of CLIENT and for reasons beyond CLIENT's control. 2. For convenience, a. By CLIENT effective upon the receipt of writte,n notice by ENGINEER. B. The terminating party under pamgraphs 6.06.A.1 or 6.06.A.2 may set the effective date of teflnination at a time up to 30 days later than otherwise provided to allow ENGINEER to demobilize peisonnel and equipment tom the Site, to complete tasks whose vatue would otherwise be lost to prepare notes as to the status of completed and rurcompleted tasks, and to assemble Project mat€rials ln orderly files. 6.07 Controlling Law and Venue A. This Agreanent is to be govoned by the law of the State of Illinois. Venue over any legal action shall be proper only in the Circuit Court ofKane County. 6.0E Successors, Assigns, and BeneficiariesC CLIENT and ENGNEER each is hereby bound md the partners, successors, executors, administrators and legal representatives of CLIENT and ENGINEER (and to the extent permitted by pamgaph 6.08.8 the assims of CLIENT and ENGINEER) are hereby bound to the other party to ftis Agreerrent and to the partners, successors, executols, administators and legal representatives (and said assiens) of such other party, in respect ofall cov€nants, agre€rn€nts and obligations of this Agreement. Neidrcr CLIENT nor ENGINEER may assip, sublet, or t-ansfer any rights under or inter€st (including, but witbout limitation, moneys that are due or may become due) in this Agreernent without the written consent ofthe other, except to the extent that any assignmeng subletting, or transfer is mandated or restricted by law. Unless specifically statod to the contrary in any written consent to an assignment, no assimment will release or discharge the assignor from any duty or responsibility under this Ageement. Unless expressly provided otherwise in this Ageernent: I . Nothing in this Agreeinent shall be constnred to create, impose, or give rise to any duty owed by CLIENT or ENGINEER to any Contractor, Contractor's subcontactor, suplier, orhcr individual or entity, or to any surety for or onployee ofany ofthan. 2. All duties and resposibilities rmdertaken pusuant to this Agreement will be for lhe sole and exclusive benefit of CLIENT and ENGNEER and not for the benefit of any other party. The CLIENT agrees that the substance ofthe provisions ofthis paragraph 6.08.C shall ap,pear in the Contact Documants- 6.09 Dispute Resolution A. CLIENT and ENGINEER agre€ to negotiate all disputes between therr in good fai& for a period of 30 days frorn the date ofnotice prio to exercising their rights under provisions ofthis Ageement, or under law. In the absence of such an agreement, the parties may exocise &eir rights under law. B. If and to the extent that CLIENT and ENGINEER have agreed on a method and procedrne for resolving disputes between them arising out ofor relating to this Agreemen( such dispute resolution method and procedure is set foflh in Exhibit C, "Supplemental Conditions." 6.10 Hazardous f, nvironmental Condition A. CLIENT represents to Engineer that to the best of its knowledge a Hazardous Environmental Condition does not exist at the Project site. B. CLIENT has discloeql to the best of its lmowledge to ENGINEER the existence of all Asbestos, PCB's, Petoleum, Hazardous Waste, or Radioactive Material located at or near the Site, including type, quantity and location. C. If a Hazardous Environmental Condition is errormtered or alleged, ENGINEER shall have the obligation to notifl, CLIENT an4 to the extent ofapplicable Laws and Regulations, appropriate governmental offi cials. D. lt is acknowledged by both parties that ENGINEER's scope of services does not include any services related to a Hazardous Environmental Condition. In the evort ENGINEER or any otherAB 38 W Grand Avcnuc Fox Lako,1■inois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201 Wasco Road,Suitc D St Charlcs,lllhois 60175 Ph:630 587 0470 Fax 630 587 0475 ヽVヽ Vヽ V.trOtter‐lnc.oolm Exhibit A Standard Terms and Conditions PageT party encolmters a Hazardous Environmental Condition, stricken, andallremainingprovisions shall continue to be valid ENGINEER may, at its option ard wilhout liability for and binding upon CLIENT and ENGINEER, who agree that the consequential or any other damages, suspend per''fumance of Agreement shall be reformed to replace such stricken provision services on the portion ofthe Project affected thereby until or part ther€ofwith a valid and enforceable provision that comes CLIENT: (i) reains appropriate specialist consultan(s) or as close as possible to expressing the intention ofthe stricken contracto(s) to id€ntiry and, as appropriate, abate, reinediate, or provision. reinove the Hazarrdous Environmental Coodition; and (ii) warrants that the Site is in full compliance with ap,plicable laws 6.15 Weiver and Regulations. A. Non-enforcernent ofany provision by eitha party shall not E. CLIENT acknowledges that ENGINEER is performing constitrte a waiver of trat provision, nor shall it affect the professional services forCLIENTand that ENGINEER is not anforceabilityofthatprovision orofdrerernainderofthis and slullnotberequired to become an "arranger," "op€rator," Agre€ment. "generator," or'lransported' of hazardous substances, as defned in the Comprehensive Enviromental Response, Compensation, 6.16 Headings and Liability Act of 1990 (CERCLA), which are or may be encountered at orneathe Site in connection with ENGINEER's A. The headings usod infris Agreernent are for general reference activities underthis Agreement. only and do nothave special sipificance. F. lf ENGINEER's services rmder this Agree,ment cannot be 6.16 Definitions performod because of a Hazarrdous EnviromenBl Conditioo, the existenceoftheconditionshalljustifyENGINEER'sterminating A. Definedtermswillbe inaccordancewithEJCDCNo. l910-l this Agree,ment for cause on 30 days' notice in accordance with ( I 996 Edition) the procedures sa forth iD Section 6.06(AX I ). 6.ll Allocation of Risks A. Indemnification l. To the fullest extent permitt€d by law, ENGINEER shall indanni$ and hold harmless CLIENT, CLIENT's elected officials, officers, directors, partneis, and employees from and against any and all costs, losses, and damages (including br* not limited to all fees and charges of engineers, architects, atorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissims of ENGINEER or ENGINEER's officers, directors, partners, employees, and ENGINEER's Cmzultmts in the performance and fumishing of ENGINEER's services under this Agreerrent. 2. 5. The indemnification provision ofparagraph 6.1 l.A.l is subject to and limited by the provisions agreed to by CLIENT and ENGINEER in Exhibit C, "Sry,plemenol Conditions," ifany. 6.12 Notices A. Any notice requirod under this Agreement will be in writing, addlessed to the approrpriate party at its address on the signature page and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date ofreceipt. 6,13 Survival A. All express representations, indemnifications, or limitations of liability included in this Agreement will suwive its completion or termination for any reason. 6.14 Severability A. Any provision or part of the Agree,rnent held to be void or unenforceable under any laws or Regulations shall be deemed 38 W Gmnd Avcnuc Fox Lake,Iulllois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201 Wasco Road,Suitc D St Charlcs,11lhois 6C1175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-i nc.com Exhibit A Standard Terms and Conditions Page 8 This Page is intentionally left blank 38W 輸 d Avcnuc Fox Lake,Iulnois 60020 Ph:630.587 0470 Fax 630 587 0475 40W201 Wasco Road,Suitc D St Charlcs,IILnois 60175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-inc.com CLIENT hmal TAI hidal llt()i111・ 1く :11t ASSO(〕IAl・ ES,lN(〕.EN(:lNEERS AND St」RVEY()RS EXHIBIT B SCHEDULE OF HOURLY RATES AND REIIⅥBURSABLE EXPENSES 2019 Reilllbursable Expenses 2019 Schedule of Hourly Rates Classification Engineering lntem Engineer lrvel I Engineer kvel II Engineer Level III Engineer Level IV Engineer trvel V Enginea Level VI Engineer VII Engineer VIll Principal Engineer Technician [rvel I Technician kvel II Technician kvel III Technician kvel [V Senior Technician GIS Specialist I GIS Specialist Il GIS Specialist III Clerical trvet I Clerical Level II Clerical Level III Survey Technician kvel I Survey Technician Level II Survey Crew Chief Professional Land Surveyor Deparonent Director Prevailing Wage Survey Foronan** Prevailing Wage Survey Worket** Sub Consultants Bilttg Ratc S5400 S106.00 Sl18.00 S12900 S144.00 S16300 S18800 S19800 S224.00 S22800 S98.00 Sl12 00 S130.00 S142.00 S156.00 S9800 Sll1 00 S146.00 S64.00 S76.00 S88.00 S6600 S79.00 S156.00 S18800 S186.00 S18500 S1810Ю Cost Plus 5% Item Engineering Copies l- 249 Sq. Ft. Engineering Copies 250-99 Sq. Ft. Engineering Copies 1000-3999 Sq. Ft. Engineering Copies 399 Sq. Ft. & Up Mylar Engineering Copies up to 24' by 36' Color Presentation Grade large Format Print Comb Binding > 120 Sheets Comb Binding < 120 Sheets Binding Strips (Engineering Plans) 5 Mil laminating Copy I I'x l7' - Color Copy ll"x t7" - Black and White Copy8.5"x ll" - Color Copy8.5"xll" - Black md White Recorded Doc"ments Plat Research Per Diem Field / Survey Truck Postage and Freight Mileage Unit Unit Price Sq Ft S0 29 Sq Ft. S515 Each S4 75 Each S3.50 Each SI CXl Each Sl.25 Each S0 50 S'q.Ft. Sq. Ft. Sq. Ft. Each Each Day Each Day S027 S025 S023 S800 S3000 $4500 EacL S025 Each SO.12 Each S25.∞ TIme and Mau罰 al Cost Per Mile Federal Rate **Rates will be escalatedfor Overtime & Holiday Pay to adjust for Premium Time based on the cunenl lllinois Departmenl of Labor Rules Note: On January l"' of each year, the fees and hourly rales may be escalated by an amount not to exceed five (5) percent. 38 W Grand Avctluc Fox Lake,11linois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201ヽ /asco Road,Sulte D St Charles,1lLnois 60175 Ph:630 587 0470 Fax 630 587 0475 Wヽ Vヽ V.lrOttcr‐lnc.com Exhiblt B Schedule of Hourly Rates&Retxlbursable Expenses Pagc 2 動おPageお j″た″′jO″αJJy・ ra/r bra″た 38 W Grand Avcnuc Fox Lakc,I肺 ois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201 Wasco Road,Suite D St Charles,1lhnois 60175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-l nc.corll CLIENT hitial EN(:INEERS ANl)StiRVEヽ 1()RS E畑 IBIT C SUPPLEMENTAL CONDIT10NS NOME Иr rIIS貿物E ***十ホ*****ホ **十 *十 *******十 ******十 *****十 ***中 ********ホ ********十 *****十キ******十 **十 ********キ*38 W mnd Avclluc 40W201 Wasco Road,Sultc D Fox Lakc,1■mois 60020 、v、′、v tl・ otter‐illc.colm st charlcs,IIInois 60175 Ph:630587.0470 Fax 630 587 0475 Ph:630587.0470 Fax 630 587 0475 )(lIA・ 1・ ItS,IN(1. I(こ ()rl.ri｀1く〕 :.,r't------_', i\SS(XlI.,Yl'IiS, I N( ;. liN(;Iヽ EERS Aヽ 1)StlRヽ 'l・ Y()RS This Page Is Intentionally Lefi Blank 38 W Grand Avcnue Fox Lakc,IILnois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201 Wasco Road,Suitc D St Charlcs,IILDois 60175 Ph:630 587 0470 Fax 630 587 0475 www trottcr-lnc.com CLIENT Inidal TAI Lmal CLIENT Llitial |「N(:1ヽ 1:ERS A)ヾ 1)StiRヽ .1■'()RS EXHIBIT D CONTRACT ADDENDUM Project Name: Project No. Addelldum No This is all addcndmll amachcd to,made patt ofand血 orporated by reference hto the Agreetnent bttween CLIENT and ENGMER formodiicaJoll ofscopc and compcosatioll for dlc PROJECT A1l other tenns and condidolls ofthe onttal Agremellt bemccll CLIENT alld ENGNEER arc ullchallged by this ConttК t Addendum and shau relllah h ill forcc and efFcct and shali goveln thc obligations ofboth CLENT and ENGMER,Lcludhg obugations created by this Collmct Addendum Thc colltlact modiflcttions arc dcscHbcd bclow: CONTRACT SUMMARY Original Contract Amount Changes Prior to This Change Amormt of This Change Revised Contract Amount: For pposes of cxpcdicllcy,ENGINEER and CLIENT agree that an cxccutcd cl∝tronlc vcrsioll ofthis Conmct Addelldum shall sufflcc Thc昴 ghal ofthis Colltct Addendum sha■bc rctumcd to ENGNEER after ex∝utioll CLIENT: [ ] SICNED: ENCINEER: TROT「ER AND ASSOCIATES,INC TITLE 38 VV Grand Avcnuc Fox Lake,IIInois 60020 Ph:630 587 0470 Fax 630 587 0475 40W201ヽ Vasco Road,Suitc D St Charlcs,IILnois 60175 Phi630 587 0470 Fax 630 587 0475 www.trotter-inc.corn 墜」i哩堕R ASS(XII,1‐ES,IN(〕_SSSSTITLE Exhbit D Contact Addendum Pagc 2 This Page Is Intentionally Lett Blank 38ヽ V Grand Avclluc Fox Lake,IIInois 60020 Ph:630 587 0470 Fax 630_5870475 40W201ヽ Vasco Road,Sultc D St Charles,1lLnois 60175 Ph:630 587 0470 Fax 630 587 0475 www.trotter-inc.com ATTACHMENT B INSURANCE REQUIREMENTS Certificates of Insurance shall be presented to the Village within fifteen (15) days after the receipt by the contractor of the Notice of Award and the unexecuted contract, it being understood and agreed that the Village will not approve and execute the contract until acceptable insurance certificates are received and approved by the Village. Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under the contract or permit, either by the contractor, permittee, or their agents, representatives, employees or subcontractors. A contractor or permittee shall maintain insurance with limits no less than: General Liability - $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, provided that when the estimated cost of the work in question does not exceed $25,000, the required limit shall be $1,000,000; 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 - A. B. (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, offrcials, 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 VilIage, 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: \rII. 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 All coverages stated herein. separate certificates and for subcontractors shall endorsements be subject to for each subcontractor. all of the requirements