Engineering Services Agreement NPDES MS4 Phase II ComplianceENGINEERING SERVICES AGREEMENT
VILLAGE OF OAK BROOK
THIS AGREEMENT, made and entered into this day of [)Z6zWk116 , 2017,
by and between Christopher B. Burke Engineering, Ltd. (hereinafter referred to as
"ENGINEER") and the Village of Oak Brook, a municipal corporation (hereinafter referred to as
"VILLAGE") covers certain ENGINEERING SERVICES IN CONNECTION WITH NPDES
MS4 PHASE 11 COMPLIANCE (2017-2018), (hereinafter referred to as "PROJECT").
The VILLAGE wishes to retain ENGINEER for these certain professional engineering
services and ENGINEER is willing to perform such services for the compensation and in
accordance with the terms and conditions described in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits, covenants and agreements
contained within this Agreement, the parties agree as follows:
SCOPE OF SERVICES
ENGINEER agrees to perform engineering services as defined in the Scope of Services
attached as Appendix I and made a part of this Agreement.
COMPENSATION AND PAYMENT
ENGINEER shall be paid by VILLAGE for all services stipulated within this Agreement
according to the Compensation Schedule attached as Appendix II and made a part of this
Agreement.
Payment to ENGINEER shall be made by VILLAGE upon receipt of ENGINEER'S
monthly invoice. The invoice shall consist of a summary of direct labor hours by
ENGINEER'S standard job classification times the respective factors as depicted in
Appendix II plus listing of reimbursable costs incurred with copies of appropriate invoices.
The invoice will state the phase of work for which it applies, if a multi -phase scope is used
(e.g., design, construction, etc.). If VILLAGE identifies an item in the invoice which
appears to be in error, VILLAGE may withhold the amount in question, pay the balance of
the invoiced amount, and provide ENGINEER with a statement concerning the questioned
item. Alternatively, VILLAGE may pay the invoiced amount in full, provide ENGINEER
with a statement of the questioned item, and an adjustment, if appropriate, will be made in
the next subsequent invoice submitted by ENGINEER.
Engineer will mark "Invoice number and final" on the invoice which closes out
this contract or a phase of the contract.
If VILLAGE fails to make any payment due ENGINEER for services and expenses,
including amounts wrongly withheld, within thirty (30) days after submittal of
ENGINEER'S billing thereof, the amounts due ENGINEER shall include a charge at the
rate of one percent (1.0) per month from such thirtieth (30th) day; and, in addition, the
ENGINEER may, after giving seven (7) days written notice to VILLAGE, suspend services
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under this Agreement until it has been paid in full the amounts due it for services and
expenses. During the period of any such suspension, the parties shall have the same rights
and obligations as are provided by Subsection 5(e) of this Agreement.
3. TIME SCHEDULE
The services required by this Agreement shall be completed in accordance with the Time
Schedule attached as Appendix III and made a part of this Agreement. It is recognized by
the parties that the Time Schedule may be contingent upon factors beyond the control of
either parry. Both parties will take all reasonable steps to adhere to the Time Schedule.
4. TERM OF AGREEMENT
Unless extended by amendment, this Agreement shall terminate at the time of receipt of
final payment by the ENGINEER, provided that all warranties and representations shall
survive said final payment.
5. GENERAL TERMS AND CONDITIONS
a. Modification
The nature and the scope of services specified in this Agreement may only be
modified by written amendment to this Agreement approved by both parties.
b. Relationship between ENGINEER and VILLAGE
ENGINEER shall serve as VILLAGE'S professional engineering consultant in
those phases of the PROJECT to which this Agreement applies. The relationship is
that of a buyer and seller of professional services, and it is understood that the
parties have not entered into any joint venture or partnership with the other.
C. Responsibility of the ENGINEER
That all plans and other documents furnished by the ENGINEER pursuant to this
Agreement will be endorsed by him and will show his professional seal where such
is required by law.
Notwithstanding anything to the contrary which may be contained in this
Agreement or any other material incorporated herein by reference, or in any
agreement between VILLAGE and any other party concerning the PROJECT,
ENGINEER shall not have control or be in charge of and shall not be responsible
for the means, methods, techniques, sequences or procedures of construction, or the
safety, safety precautions or programs of VILLAGE, the construction contractor,
other contractors or subcontractors performing any of the work or providing any of
the services on the PROJECT, nor shall ENGINEER be responsible for the acts or
omissions of VILLAGE provided that the ENGINEER has properly executed his
duties. ENGINEER shall not be responsible for the failure of VILLAGE, any
architect, engineer, consultant, contractor or subcontractor to cant' out their
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respective responsibilities in accordance with the PROJECT documents, or any
other agreement concerning the PROJECT. Any provision which purports to amend
this provision shall be without effect unless it contains a reference that the content
of this Subsection 5(c) is expressly amended for the purposes described in such
amendment and is signed by ENGINEER.
d. Corrections
In the event plans, surveys or construction staking is found to be in error and
revisions of the plans or survey or construction staking are necessary, the
ENGINEER agrees that he will perform such work without expense to the
VILLAGE, even though final payment has been received by him. He shall give
immediate attention to these changes so there will be a minimum delay to the
contractor.
e. Suspension of Services
VILLAGE may, at any time, by written order to ENGINEER (Suspension of
Services Order), require ENGINEER to stop all, or any part of, the services required
by this Agreement. Upon receipt of such an order, ENGINEER shall immediately
comply with its terms and take all reasonable steps to minimize the occurrence of
costs allocable to the services covered by the order.
ENGINEER will not be obligated to provide the same personnel employed prior to
suspension when the services are resumed, in the event the period of any suspension
exceeds thirty (30) days.
f. Termination
1) The VILLAGE shall have the right to terminate this Agreement with or
without cause upon serving thirty (30) days written notice upon the other
ply.
2) Upon such termination, the liabilities of the parties to this Agreement shall
cease, but they shall not be relieved of the duty to perform their obligations
up to the date of termination. All warranties and the provisions of Section
5, Paragraph I shall be in full force and effect after termination.
3) Upon such termination, ENGINEER shall cause to be delivered to the
VILLAGE all drawings, specifications, partial and completed estimates,
and any and all other data concerning the PROJECT which ENGINEER is
then accomplishing for the VILLAGE. ENGINEER shall be paid for any
services completed and any services partially completed in accordance with
Sections 2 and 3.
g. Warranties
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In addition to the covenants herein made, the ENGINEER represents and certifies
that its engineering services shall be performed in accordance with the standards of
professional practice, care, and diligence practiced by recognized engineering firms
in the industry in performing services of a similar nature in existence at the time of
performance. The representations and certifications expressed shall be in addition
to any other representations and certifications expressed in this Agreement, or
expressed or implied by law, which are hereby reserved unto the VILLAGE.
h. Representations
In addition to the covenants herein made, the ENGINEER represents and agrees:
1) That all plans and special provisions to be furnished by the ENGINEER
pursuant to this Agreement will be in accordance with the current standard
specifications and policies of the VILLAGE, it being understood that all
such plans and drafts shall, before being finally accepted, be subject to
approval by the VILLAGE.
2) That he has not employed or retained any company or person, other than a
bona fide employee working solely for the ENGINEER, to solicit or secure
this Agreement, and that he has not paid or agreed to pay any company or
person, other than a bona fide employee working solely for the ENGINEER,
any fee, commission, percentage, brokerage fee, gifts, or any other
consideration, contingent upon or resulting from the award or making of the
Agreement. For breach or violation of this warranty, the VILLAGE shall
have the right to annul this Agreement without liability, or in its discretion
to deduct from the Agreement price or consideration, or otherwise recover,
the full amount of such fee, commission, percentage, brokerage fee, gift, or
contingent fee.
3) The ENGINEER represents and certifies that the ENGINEER is not barred
from contracting with a unit of state or local government as a result of: (1)
a delinquency in the payment of any tax administered by the Illinois
Department of Revenue, unless the ENGINEER 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 Section 11-
42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.;
or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E
of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. ENGINEER
represents that the only persons, firms, or corporations interested in this
Agreement as principals are those disclosed to the VILLAGE prior to the
execution of this Agreement, and that this Agreement is made without
collusion with any other person, firm, or corporation. If at any time it shall
be found that the ENGINEER has, in procuring this Agreement, colluded
with any other person, firm, or corporation, then the ENGINEER shall be
liable to the Village for all loss or damage that the VILLAGE may suffer,
and this Agreement shall, at the VILLAGE's option, be null and void.
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4) That he is qualified technically and is conversant with the policies
applicable to the PROJECT; and that he has and will furnish sufficient,
properly trained and experienced personnel to perform the services
enumerated herein.
5) That he will not employ, for the duration of this Agreement, any person
presently employed by the VILLAGE without the written consent of the
VILLAGE.
6) ENGINEER represents and certifies that, to the best of its knowledge: (1)
no elected or appointed VILLAGE official, employee or agent has a
personal financial interest in the business of ENGINEER or in this
Agreement, or has personally received payment or other consideration for
this Agreement; (2) as of the date of this Agreement, neither ENGINEER
nor any person employed or associated with ENGINEER has any interest
that would conflict in any manner or degree with the performance of the
obligations under this Agreement; and (3) neither ENGINEER nor any
person employed by or associated with ENGINEER shall at any time during
the term of this Agreement obtain or acquire any interest that would conflict
in any manner or degree with the performance of the obligations under this
Agreement.
Documents Property of VILLAGE
Drawings, specifications, reports, and any other documents prepared by
ENGINEER in connection with any or all of the services furnished hereunder shall
be the property of VILLAGE and the VILLAGE shall obtain any and all intellectual
property rights in the drawings, specifications, reports, and documents prepared by
ENGINEER in connection with any and all of the services furnished hereunder.
ENGINEER shall have the right to retain copies of all documents and drawings for
its files. All construction drawings shall be prepared electronically using
MICROSTATION software. Paper copies will be provided to the VILLAGE in
full-size (24" x 36") or quarter -size (1 I" x 17") as requested. Electronic design files
will also be transferred to the VILLAGE.
If construction services are a part of the ENGINEER'S work, he will create
electronic "As -Built" conditions and will deliver them to the VILLAGE within
thirty (30) days after completion of construction and before final payment to the
ENGINEER. ENGINEER will title these files "Record Drawings".
If construction services are not part of the ENGINEER'S work, he will deliver
electronic MICROSTATION files to the VILLAGE upon request and before final
payment to the ENGINEER.
Access to Records
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The ENGINEER shall maintain all books, documents, papers, accounting records
and other evidence pertaining to his costs incurred by reason of this Agreement and
agrees to make such material available, at his office at the address indicated in
Section 5, Paragraph u of this Agreement, at all reasonable times during the life of
this Agreement and for a period of three (3) years from the date of final payment of
the obligations of this Agreement by the VILLAGE or such longer time as
requested by the VILLAGE, for inspection by personnel of the VILLAGE, or any
authorized representative of the VILLAGE, and copies thereof shall be furnished if
requested. The cost of any copies shall be paid by the VILLAGE.
k. Reuse of Documents
All documents, including drawings and specifications furnished by ENGINEER
pursuant to this Agreement, are intended for use on the PROJECT only. They
should not be used or modified by VILLAGE or others on extensions of the
PROJECT or any other project without specific written verification or adaptation
by ENGINEER. Any reuse or modification without written verification or
adaptation by ENGINEER shall be at VILLAGE'S sole risk.
Indemnification
ENGINEER agrees to indemnify, hold harmless, and defend (or pay the VILLAGE
for the costs of defense if the Village so desires in its sole discretion) the VILLAGE
and any of its officers, employees, or agents from and against all liability, claims,
demands, and causes of action arising out of or related to any loss, damage, injury,
death, or loss or damage to property resulting from any negligence, errors or
omissions by the ENGINEER in the performance of this Agreement.
In the event of joint or concurrent negligence of ENGINEER and VILLAGE, each
shall bear that portion of the loss or expense that its share of the joint or concurrent
negligence bears to the total negligence (including that of third parties) which
caused the personal injury or property damage.
in. Entire Agreement
This Agreement sets forth all the covenants, conditions and promises between the
parties. There are no covenants, promises, agreements, conditions or
understandings between the parties, either oral or written, other than those
contained in this Agreement and the attached Rider No. 1.
n. Governing Law
This Agreement shall be governed by the laws of the State of Illinois both as to
interpretation and performance.
o. Successors and Assigns
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The terms of this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns; provided, however, that neither
party shall assign this Agreement in whole or in part without the proper written
approval of the other.
P. Waiver of Contract Breach
The waiver of one party of any breach of this Agreement or the failure of one party
to enforce at any time, or for any period of time, any of the provisions hereof, shall
be limited to the particular instance, shall not operate or be deemed to waive any
future breaches of this Agreement, and shall not be construed to be a waiver of any
provision, except for the particular instance.
q. Severability of Invalid Provisions
If any provisions of this Agreement shall be held to contravene or be invalid under
the laws of any particular State, County or jurisdiction where used, such
contravention shall not invalidate the entire Agreement, but it shall be construed as
if not containing the particular provision or provisions held to be invalid in the
particular State, County or jurisdiction and the rights or obligations of the parties
hereto shall be construed and enforced accordingly.
r. Force Majeure
Neither VILLAGE nor ENGINEER shall be liable for any fault or delay caused by
any contingency beyond their control, including, but not limited to, acts of God,
wars, strikes, walkouts, fires, or natural calamities.
S. Access and Permits
VILLAGE shall arrange for ENGINEER to enter upon public and private property
and shall obtain all necessary approvals and permits required from all governmental
authorities having jurisdiction over the PROJECT.
t. Designation of Authorized Representatives
Each party shall designate one or more persons to act with authority in its behalf in
respect to appropriate aspects of the PROJECT. The persons designated shall
review and respond promptly to all communications received from the other party.
U. Address for Notices
Whenever it is provided in this Agreement that notice shall be given or other
communication sent to ENGINEER, such notices or communications shall be
delivered or sent to:
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Christopher B. Burke Engineering, Ltd.
9575 West Higgins Road
Suite 600
Rosemont, Illinois 60018
Attn: Orion Galey, PE
Whenever it is provided in this Agreement that notice shall be given or other
communication sent to the VILLAGE, such notices or communications shall be
delivered or sent to:
VILLAGE OF OAK BROOK
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attn: Doug Patchin
Director of Public Works
Notices personally delivered or sent via U.S. Mail, postage prepaid, shall be
deemed, for all purposes, proper notice.
Insurance
ENGINEER agrees to obtain and maintain, for the term of this Agreement, and for
a period of twelve (12) months after the services contracted for hereunder have been
completed, insurance hereinafter provided, furnishing a certificate or certificates of
insurance to the VILLAGE prior to commencing work under this Agreement. The
certificate or certificates of insurance shall be in a form satisfactory to the
VILLAGE from companies authorized to do business in Illinois and shall provide
that the policies referred to shall not be canceled or changed without first giving
thirty (30) days written notice thereof to the VILLAGE. Said insurance
requirements are attached as Appendix IV and made a part of this Agreement
("REQUIRED INSURANCE POLICIES").
The VILLAGE shall be named as an additional insured and a cancellation notice
recipient on all Required Insurance Policies.
W. Additional Services
ENGINEER shall supply such additional services as requested in writing by
VILLAGE and agreed to by ENGINEER in connection with the PROJECT.
Separate proposals shall be submitted by ENGINEER for furnishing these
additional services. Compensation for such additional services shall be negotiated
by the parties and included in this Agreement by a written amendment.
ENGINEER shall supply such additional services as requested in writing by
VILLAGE and agreed to by ENGINEER in connection with the PROJECT.
Separate proposals shall be submitted by ENGINEER for furnishing these
additional services. Compensation for such additional services shall be negotiated
by the parties and included in this Agreement by a written amendment.
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Time
Time is of the essence in the performance of all terms and provisions of this
Agreement.
Third Party Beneficiary
No claim as a third party beneficiary under this Agreement by any person, firm, or
corporation shall be made or be valid against the Village.
Z. Conflicts
If any provisions of this Agreement conflict with any provisions of the attached
appendices I through IV, the provisions of this Agreement shall control. If any
provisions this Agreement conflict with any provisions of the attached Rider No.
1, the provisions of Rider No. I shall control. If any provisions of the attached
appendices I through IV conflict with any 1 conflict with any provisions of the
attached Rider No. 1, the provisions of Rider No. 1 shall control.
IN WITNESS WHEREOF, the parties set their hands and seals on the date first written
above.
VILLAGE OF OAK BROOK
A um
Village Manager
j
sm her B. Burke Engineering, Ltd.
Duly Authorized Officer
011850987 0
ATTES"'
Village Clerk
AI-I'ESI :
9011W
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APPENDIX 1
SCOPE OF SERVICES
Per Proposal for Professional Engineering Services submitted by
Christopher B. Burke Engineering, Ltd., Ltd. dated December 6, 2017.
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APPENDIX 11
COMPENSATION SCHEDULE
Per Proposal for Professional Engineering Services submitted by
Christopher B. Burke Engineering, Ltd., Ltd. dated December 6, 2017.
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APPENDIX III
TIME SCHEDULE
Per Proposal for Professional Engineering Services submitted by
Christopher B. Burke Engineering, Ltd., Ltd. dated December 6, 2017.
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CHRISTOPHER B. BURKE ENGINEERING, LTD.
9575 West Higgins Road Suite 600 Rosemont, Illinois 60018 TEL (847) 823-0500 FAX (847) 823-0520
December 6, 2017
Village of Oak Brook
3003 Jorie Boulevard
Oak Brook, IL 60523
Attention: Mr. Doug Patchin
Subject: Proposal for Professional Engineering Services
NPDES MS4 Phase II Compliance Activities
(2017-2018)
Dear Mr. Patchin:
Christopher B. Burke Engineering, Ltd. (CBBEL) is pleased to submit this proposal to the Village
of Oak Brook (Village) for professional engineering services for the preparation of the Annual
Facility Inspection Report and other items related to obtaining and maintaining compliance with
the National Pollutant Discharge Elimination System (NPDES) Phase II permit requirements.
This proposal includes our Understanding of the Assignment, Scope of Services, and Estimate
of Fee.
UNDERSTANDING OF THE ASSIGNMENT
This proposal includes NPDES permit compliance activities. CBBEL understands that the
Village must comply with its NPDES Phase II permit by implementing the Best Management
Practices (BMPs) that were outlined in the NOI that was submitted to the Illinois Environmental
Protection Agency (TEPA) in Spring of 2016. The NO[ outlines measurable goals associated
with these BMPs that the Village must meet aver the next five years. The Village must also file a
report by June 18t of each permit year that documents the progress made towards meeting these
goals in the previous year ending March 1. CBBEL understands that the Village would like
assistance with the preparation of the Annual Facility Inspection Report for Year 15 (March
2017 -March 2018).
Based on our experience with similar projects, provided below is our Scope of Services.
SCOPE OF SERVICES
Task 1 — NPDES Training and Coordination CBBEL will present a training program specifically
for the Village to meet the requirements of their ILR40 permit relating to training of Village
employees on stormwater and NPDES related issues. We will also work with DuPage County to
amend the Village's current Intergovernmental Agreement (IGA) regarding permit
responsibilities.
I ask 2 — NPDES Phase II Permit Compliance Assessment CBBEL will review the Village's
current program and last year's activities to evaluate the Village's compliance with the General
NPDES Permit for Discharges from Small Municipal Separate Storm Sewer Systems. The
compliance assessment will compare the permit requirements with the Village's existing and
proposed NPDES program BMP's and other activities. CBBEL will also evaluate if activities
from the NOI have been implemented and/or are effective in meeting the minimum control
measures of the permit. CBBEL will also meet with the appropriate Village staff to discuss the
Village's NPDES program and determine the status of NPDES permit compliance. CBBEL will
determine what practices and procedures are applicable toward the required minimum control
measures and whether or not any of them requiremodification to maintain compliance. From
this meeting, CBBEL staff will determine if any modifications or updates are needed to the
Village's NPDES Phase II program to bring the Village into compliance. We will update the
previously prepared Stormwater Management Program Plan (SMPP) to reflect any changes to
the Village's program.
Task 3 — Annual Facility Inspection ReportUpon completion of Task 1, CBBEL will compile
information on the Village's NPDES program goals and activities and summarize this information
in a report to the TEPA.
The yearly report must include the following:
• The status of compliance with the permit conditions, including an assessment of
the BMP's and progress made toward the measurable goals.
• Results of any information collected and analyzed, including monitoring data.
• A summary of the stormwater activities planned for the next reporting cycle.
• A change in any identified best management practices or measurable goals.
• If applicable, notice of relying on another governmental entity to satisfy some of
the permit requirements
ESTIMATED FEE
TASK
I DESCRIPTION
FEE
1
NPDES Training and Coordination
$ 2,500
2
NPDES Phase II Permit Compliance Assessment
$ 1 200
3
Annual Facility Ins ection Report
2 200
Subtotal
$ 5,900
Direct Costs 5%
295
TOTAL 1
$ 6,195
We will bill you in accordance with our previously accepted Master Agreement. Direct costs for
blueprints, photocopying, mailing, ovemight delivery, messenger services and report compilation
are included in the fee estimate. These previously accepted General Terms and Conditions are
expressly incorporated into and are an integral part of this contract for professional services.
Please note that any requested meetings or additional services are not included in the preceding
fee estimate arld will be billed at the attached hourly rates.
President
M.ASCE
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APPENDIX IV
Insurance
Engineer shall maintain for the term of this Agreement, and for a period of twelve months
after the services is contracted for hereunder have been completed, insurance policies covering:
Workers Compensation: Statutory.
2. Employers Liability Insurance:
$1,000,000 injury -per occurrence
$500,000 disease -per employee
$1,000,000 disease -policy limit
Such insurance shall evidence that coverage applies in the State of Illinois.
Comprehensive General Liability Insurance:
$2,000,000 per occurrence combined single limit. Coverages shall include Broad
Form Property Damage Endorsements and Blanket Contractual Liability (must
expressly cover the indemnity provisions of the Agreement).
4. Comprehensive Automobile Liability Insurance:
$1,000,000 combined single limit, any auto.
5. Professional Liability Insurance (errors and omissions):
$1,000,000 per claim and $2,000,000 in aggregate.
6. Umbrella or excess liability:
The required coverages may be in any combination of primary, excess, and
umbrella policies. Any excess or umbrella policy must provide excess coverage
over underlying insurance on a following -form basis such that when any loss
covered by the primary policy exceeds the limits under the primary policy, the
excess or umbrella policy becomes effective to cover such loss.
Engineer will provide the Village with a certificate of insurance and additional
insured endorsement showing the Village added to the General Liability Insurance
as an additional insured.
8. Coverage shall not be suspended, voided, canceled, or reduced except after thirty
(30) days prior written notice by certified mail has been given to the Village. If a
standard Certificate of Insurance form is used with a cancellation clause, the words
"endeavor to" and "but failure to mail such notice shall impose no obligation or
liability of any kind upon the company, its agents or representatives" will be
stricken or crossed out.
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