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Municipal Engineering Services Christopher BurkeMUNICIPAL ENGINEERING SERVICES AGREEMENT VILLAGE OF OAK BROOK THIS AGREEMENT, made and entered into this " day of April, 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 professional engineering services in connection with Municipal Engineering Services. (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 consulting services as defined in the Scope of Services attached as Appendix I and made a part of this Agreement. 2. 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 Page 1 Ell 5. 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. 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 party. Both parties will take all reasonable steps to adhere to the Time Schedule. 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. 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 fumished 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 carry out their Page 2 #11850987_vl subcontractor to carry out their 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 PAY• 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 Page 3 #11850987_vl 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 3313-3 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 Page 4 H11850987_vi suffer, and this Agreement shall, at the VILLAGE's option, be null and void. 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. i. 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 (I1" 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-Buih" 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. Page 5 011850987_vl j. Access to Records 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. Page 6 411850997Y] o. Successors and Assigns 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 ply. 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: Page 7 #11850987_vl Christopher B. Burke Engineering, Ltd. 9575 West Higgins Road Suite 600 Rosemont, Illinois 60018 Attn: Orion Galey, PF. 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 Page 8 a11850987 Yt additional services. Compensation for such additional services shall be negotiated by the parties and included in this Agreement by a written amendment. 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 anv provisions of this Agreement conflict with any provisions of the attached appendices, the provisions of this Agreement shall control. IN WITNESS WHEREOF, the parties set their hands and seals on the date first written above. VILL E OF OAK BROOK ATTEST: ' � ! o oration Village President Village Clerk Christopher B. Burke Engineering, Ltd. Duly Authorized Officer #11850987vi ATTEST: Page 9 it OFFICIAL SEAL SHERRY SPORINA NOTARY PUBLIC, STATE OF ILLINOIS MY Commission Expires Aug 13, 2019 APPENDIX 1 SCOPE OF SERVICES Per Village Engineer Master Agreement submitted by Christopher B. Burke Engineering, Ltd. Page 10 d11850957_vl APPENDIX II COMPENSATION SCHEDULE Per Village Engineer Master Agreement submitted by Christopher B. Burke Engineering, Ltd. Page 11 at issoss7 vt APPENDIX III TIME SCHEDULE Per Village Engineer Master Agreement submitted by Christopher B. Burke Engineering, Ltd. Page 12 x 11 ssovs7_v i 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: 1. 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. 3. 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. 7. 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 forth 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. Page 13 # 1 t850987_v l VILLAGE ENGINEER MASTER AGREEMENT This Agreement made and entered into by and between the Village of Oak Brook, Illinois (the "Village") and Christopher B. Burke Engineering, Ltd. ("CBBEL"), has been prepared and executed to provide professional consulting engineering services while retained as Village Engineer. In consideration of the agreements made herein. the parties agree to the terms, provisions and conditions as set forth in this Agreement. Obligations of CBBEL 1. Services. CBBEL. is retained as the Village Engineer principally for Regulatory and Capital Improvement purposes. Another fine will serve as Village Engineer for Development purposes. Where there are overlaps in services, the staff will select which firm shall perform the services. As retained Village Engineer, CBBEL shall perform the duties pertaining to the Village Engineer, subject to such ordinances, rules, regulations and directions as the Village President and Board of Trustees may, from time to time, establish, including the following: the following: a. General Engineering. General engineering will include, but not be limited to, i) In -office Village Engineer duties; expected to be two (2) days per week, 8 hours per day. ii) Undertaking investigations of minor civil engineering, drainage issues, public agency coordination and traffic engineering matters; iii) Attendance at staff meetings with Village staff; iv) Attendance at Village Board meetings, Planning & Zoning Commission, BRB or other Committee meetings, as needed; V) Preparation of monthly status reports; and vi) Assisting Village staff as necessary. b. Additional services beyond the scope of the Services above listed, requested by a separate work order, the form of which is attached hereto as Exhibit A shall be performed by CBBEL in accordance with the rate schedule contained herein. Each separate work order shall incorporate the terms of this Agreement and be in accordance with the rate schedule attached hereto as Exhibit B. C. The Village's Capital Improvement Program that CBBEL will provide Professional Engineering Services for will include but not be limited to: • Provide Studies, Evaluations, Cost and 'rime Estimates, Reports, Recommendations, and Multi -Year Capital Improvement Plans • Yearly Street Maintenance Program • Roadway Widening/Major Improvements • Utility Replacements or Extensions • Feasibility Studies and/or Traffic Studies ■ Traffic Signals/Intersection Improvements ■ Design and Coordinate Utility Connections or Relocations with Local Utility Providers • Bridge Inspections and Rehabilitation Engineering for the Village's Capital Improvement Program will consist of Phase I — Preliminary Engineering, Phase II — Preparation of Contract Documents, and Phase III — Construction Observation or any combination thereof. When necessary, CBBFI, will prepare, submit, and obtain approval from regulatory Agencies. Due to the wide range of complexity and scope of these types of projects, each project will be negotiated separately based on the attached Schedule of Charges and the man-hours required to perform the scope of services up to a not -to -exceed fee agreed upon by the Village. For capital improvement projects, CBBEL will bill the Village for actual costs associated with reproduction and testing services. For federally funded projects, CBBEL will bill the Village in accordance with IDOT's Local Agency / Consultant Engineering Agreement for Federal Participation. For other miscellaneous services, we will bill the Village at the hourly rates specified on the attached Schedule of Charges. 2. Insurance. CBBEL shall procure and maintain for the duration of this Agreement, and for three years thereafter, insurance covering claims, costs and damages, errors, omissions, personal injury and property damage which may rise from or are in conjunction with the performance of the work hereunder by CBBEL, its agents, representatives, employees, or subcontractors. a. Minimum Scope of Insurance. Coverage shall include and be at least as broad as coverages afforded by the policies listed below: i) Insurance Services Office Commercial General Liability occurrence form CG 0001 (most current edition); ii) Insurance Services Office form number CA 0001 (most current edition) covering Automobile Liability, symbol 01 "any auto" and endorsement CA0029 (most current edition) changes in Business Auto and Truckers coverage forms - Insured Contract or ISO form number CA 0001 (most current edition); iii) Professional Liability policy; and iv) Worker's Compensation insurance as required by the Labor Code of the State of Illinois and Employers' Liability insurance. b. Minimum Limits of Insurance. CBBEL shall maintain limits no less than: 2 i) Commercial General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. The general aggregate shall be twice the required occurrence limit. Minimum General Aggregate shall be no less than $2,000,000; ii) Automobile Liability: $1,000,000 combined single limit per accident or bodily injury and property damage; iii) Professional Liability: $1,000,000 single limit for errors and omissions, professionallmalpractice liability; iv) Worker's Compensation and Employers: Liability: Worker's Compensation limits as required by the Labor Code of the State of Illinois and Employers' Liability limits of $500,000 per accident; and V) Excess or Umbrella Liability: $5,000,000 combined single limit of each occurrence and $5,000,000 Minimum General Aggregate. C. Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the Village. d. Other Insurance Provisions. The policies are to contain, or be endorsed to contain the following provisions: i) General Liability and Automobile Liability Coverages. (a) The Village, its officials, employees and volunteers are to be covered as additional insured as respects: liability arising out of activities performed by or on behalf of CBBEL, its employees or agents; or automobiles owned, lease, hired or borrowed by CBBEL, its employees or agents. The coverage shall contain no non-standard limitations on the scope of protection afforded to the Village, its officials, employees, and volunteers. (b) CBBEL's insurance coverage shall be primary as respects the additional insureds. Any insurance or self-insurance maintained by the Village, its officials, agents, employees, and volunteers shall be excess of CBBEL's insurance and shall not contribute with it. (c) The policy shall be endorsed to provide that any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officials, agents, employees, and volunteers. (d) CBBEL's insurance shall contain a severability of interest clause or language stating that CBBEL's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. ii) All Coverages. Each insurance policy required by this clause shall be endorsed to state that the coverage shall not be voided, canceled, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Village. e. Acceptability of Insurers. The insurance carrier used by CBBEL shall have a minimum insurance rating of B according to the AM Best Insurance Rating Schedule and licensed to do business in the State of Illinois. f. Verification of Coverage. CBBEL shall furnish the Village with certificates of insurance and with copies of endorsements affecting coverage. The certificates and endorsement for the insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements may be on forms provided by the insurance carrier and are to be received and approved by the Village before any work commences. The Village reserves the right to request full certified copies of the insurance policies. 3. Indemnification. To the fullest extent permitted by law, CBBEL, shall indemnify and hold harmless the Village, its officials, employees and volunteers against all injuries, deaths, loss, damages, claims, suits, liabilities, judgments, cost and expenses, including attorney fees, which may in any way accrue against the Village, its officials, employees and volunteers, to the extent arising out of the negligent or willful performance of this work by CBBEL, its employees, or subcontractors, or which may in any way result therefore, except that arising out of the negligence or willful act of the Village, its officials, employees and volunteers. CBBEL shall, at its own expense, appear, defend and pay all charges of attorneys and all costs and other expenses arising therefore or incurred in conjunction therewith, and, if any judgment shall be rendered against the Village, its officials, agents, employees and volunteers, in any such action, CBBEL shall, at its own expense, satisfy and discharge the same. Any insurance policies required by this Agreement, or otherwise provided by CBBEL, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Village, its officials, agents, employees and volunteers and herein provided. 4. Compliance with Laws. CBBEL will comply with all applicable federal and Illinois statutes, and local ordinances of the Village and shall operate within and uphold the ordinances, rules and regulations of the Village while engaged in services herein described. Obligations of the Wine 5. Fees. For the performance by CBBEL of the services set forth above, the Village shall pay CBBEL on the following basis of payment: a. Amount of CBBEL's Fee. CBBEL shall receive, as full payment for completing all work required of CBBEL under this Agreement, a fee consisting of payment for the services at the hourly rates attached as Exhibit B which rates include all profit and overhead, including, but not limited to telephone, e-mail and travel expenses. Any increase in said rates shall El be approved by the Village Board upon forty-five (45) days written notice from CBBEL to the Village Manager. b. Reimbursable Expenses. Expenses reasonably and necessarily incurred for blueprints, outside copying charges, messenger, delivery services and consultant's fees shall be paid at 1.0 times the amount charged to CBBEL. C. Predetermined Fees Relating to Certain Public Works Capital Improvements. The following consulting engineer work performed by CBBEL for the Village shall be defined by work order, with fees limited as follows: i) Road and Drainage Improvements 1) Phase I and 11. Preliminary Engineering and Design, with the design work on any project to be not less than 5.5% and not more than 7%. 2) Phase 1I1. Construction Oversight and Resident Engineer Services, providing personnel during construction based on demand of the project, not assumed as full-time inspection to be not less than 6% and not more than 7.5%. ii) Environmental Assessment and Engineering 1) Design. Engineering and Design, with the design work on any project to be not less than 6% and not more than 7%. 2) Construction Oversight. Construction Oversight and Resident Engineer Services, providing personnel during construction based on demand of the project, not assumed as full-time inspection to be not less than 6% and not more than 7%. iii) Federally Funded Road Projects 1) Phase 1. Preliminary Design and Reports, with the work on any project not to be less than 5% and not more than 7%. 2) Phase 11. Final Engineering and Design, with design services for any job not less than 6% and not more than 7%. 3) Phase 111. Construction Oversight and Resident Engineering Services, providing personnel during construction based on demand of project, perhaps full-time inspection to be not less than 7% and not more than 10 %. iv) Minor Engineering, Surveying and Field Work 1) Design. Time and Material basis. 2) Construction Oversight,Layout and other tasks. Time and Material basis. d. Payment of CBBEL's Fee. Upon receipt of monthly statements from CBBEL payments for the work performed shall be due and payable to CBBEL within forty-five (45) days after approval by the Village. In the event the Village disputes the fees charged by CBBEL, the 45 - day payment period shall be suspended until such time as the parties come to an agreement as to the correct amount of fee, however, all other non -disputed fees shall be paid within the 45 -day payment period. Termination of Agreement and Selection of Personnel This Agreement may be terminated by either party as follows: 6. Termination by Village. This Agreement may be terminated for any reason or no reason at all, upon written notice to CBBEL, at its last known post office address. Provided that should this Agreement be terminated by the Village, CBBEL shall be paid for any services completed and any services partially completed. All field notes, test records, drawings, and reports completed or partially completed at the time of termination shall become the property of, and made available to, the Village. Within five (5) days after notification and request, CBBEL shall deliver to the successor Village Engineer all property, books and effects of every description in its possession belonging to the Village and pertaining to the office of Village Engineer. 7. Termination by CBBEL. This Agreement may be terminated by CBBEL, for any reason, upon thirty (30) days written notice to the Village President and Village Manager. Upon such termination, CBBEL shall make available to the Village, copies of all documents requested by the Village pertaining to work performed by CBBEL hereunder. CBBEL shall be paid promptly for all services provided to the date of termination. a. Selection of Personnel. The Village may require that certain of CBBEL employees not be assigned to specific projects. Miscellaneous 8. Outside Consultants. CBBEL is not responsible for the accuracy of any plans, surveys or information of any type including electronic media prepared by any other consultants, etc. provided to CBBEL for use in preparation of plans. 9. Attorneys' Fees. In the event of any litigation or arbitration arising from or related to the services provided under this Agreement, the substantially prevailing party will be entitled to recovery of all reasonable costs incurred, including expert witness expenses, court costs, attorneys' fees and other related expenses. 10. Reuse of Documents. All project documents including, but not limited to, plans and specifications furnished by CBBEL under this project are intended for use on this project only. Any reuse, without specific written verification or adoption by CBBEL, shall be at the Village's sole risk, and Village shall indemnify and hold harmless CBBEL from all claims, damages and expenses including attorneys' fees arising out of or resulting therefrom. 6 Village of Oak Brook: By: Date of Execution: Christopher B. ineering, Ltd.: B y: Name 111` 4e l E. //-e i Date of Execution: AiI5-11 Exhibit A Consulting Engineering Master Agreement Work Order Form I. Incorporation of Master Agreement All terms and conditions contained within the Village Engineer Master Agreement executed between the parties shall be applicable to the work to be performed under this Work Order and shall be deemed to be fully incorporated as if fully set forth herein. II. Project Understanding A. General Understanding/Assumptions B. Design Criteria III. Scope of Services A. Surveying Services B. Engineering Services C. Meetings/Coordination D. Deliverables E. Services by Others F. Information to be Provided by Client G. Not included in Work Order IV. Man -Hour & Fee Summary Total: V. Direct Costs A. Survey Expenses: (Itemization) B. Engineering Expenses: (Itemization) C. Meetings/Coordination: (Itemization) VILLAGE OF OAK BROOK Accepted by: v Title: Date: CHRISTOPHER B. BURKE ENGINEERING, LTD. Accepted by: Title: Date: Exhibit B CHRISTOPHER B. BURKE ENGINEERING, LTD. STANDARD CHARGES FOR PROFESSIONAL SERVICES Village of Oak Brook Rates EFFECTIVE 01/01/17 The hourly rates set forth on the next page contain rates for specific classes of personnel which would he paid for by the Village if the money came from the Village and a higher "Pass Through Rate" if the services are being charged and paid for by a non-governmental body such as a private developer. The obligation of the Village to pay CBBEL shall be to do so vtiithin 30 days after having received payment from the private party. If the private party does not pay and the Village still wishes the work to be performed, it can direct the work to be performed or completed or if it has been completed, paid at the Village Rate. EXHIBIT B Village of Oak Brook Rates EFFECTIVE 01/01/17 Village Pass Through Rate Rate ENGINEER VI $184.00 $232.00 ENGINEER V $161.00 $191.00 IN HOUSE VILLAGE ENGINEER SERVICES $142.50 $191.00 ENGINEER IV $134.00 $152.00 ENGINEER III $112.00 $138.00 ENGINEER 1/11 $81.00 $109.00 SURVEY V $184.00 $213.00 SURVEY IV $167.00 $180.00 SURVEY III $142.00 $153.00 SURVEY II $101.00 $111.00 SURVEY I $79.00 $87.00 ENGINEERING TECHNICIAN V $163.00 $180.00 ENGINEERING TECHNICIAN IV $123.00 $146.00 ENGINEERING TECHNICIAN III $116.00 $131.00 ENGINEERING TECHNICIAN 1/11" $96.00 $114.00 CAD MANAGER $150.00 $159.00 ASST. CAD MANAGER $127.00 $139.00 CAD If $116.00 $138.00 CAD 1 $87.00 $108.00 LANDSCAPE ARCHITECT $134.00 $152.00 GIS SPECIALIST III $116.00 $132.00 GIS SPECIALIST 1/II $71.00 $73.00 ENVIRONMENTAL RESOURCE SPECIALIST V $182.00 $195.00 ENVIRONMENTAL RESOURCE SPECIALIST IV $139.00 $150.00 ENVIRONMENTAL RESOURCE SPECIALIST 111 $105.00 $126.00 ENVIRONMENTAL RESOURCE SPECIALIST 1/II $70.00 $103.00 ENVIRONMENTAL RESOURCE TECHNICIAN $93.00 $99.00 ADMINISTRATIVE $83.00 $98.00 ENGINEERING INTERN $34.00 $59.00 4836-2602.1 m2. v, i