Eng. Srvs. Contract for Interim Water Operations Assistance CONTRACT BETWEEN
THE VILLAGE OF OAK BROOK
AND TROTTER AND ASSOCIATES, INC.
FOR PROFESSIONAL ENGINEERING
SERVICES FOR INTERIM WATER OPERATIONS ASSISTANCE
In consideration of the agreements set forth below, the Village of Oak
Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local
government created and existing under the laws of the State of Illinois (the "Owner"
or "Village"), and Trotter and Associates, Inc., 40W201 Wasco Road, Suite D,
St. Charles, Illinois 60175, n engineering firm (the "Consultant"), make this
Contract as of {)Q1 , 2021, and hereby agree as follows:
ARTICLE I
THE SERVICES
1.1 Performance of the Services
Consultant shall, at its sole cost and expense, provide, perform, and complete
all of the following services, all of which is herein referred to as the "Services":
A. Labor, Equipment, Materials, and Supplies. Provide, perform, and
complete, in the manner described and specified in this Contract, all professional
services necessary to accomplish the "Project," as defined in the following:
1. The Consultant's Proposal 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").
1.2 Completion Date
Consultant shall diligently and continuously perform the Services at such a
rate as will allow the Services to be fully performed and completed in compliance
with this Contract as mutually agreed upon, but not later than December 31, 2021
("Completion Date"), as set forth in Attachment A. The rate of progress and time of
completion are referred to in this Contract as the "Contract Time."
1.3 Required Submittals
A. Submittals Required. Consultant shall submit to Owner all reports,
documents, data, and information required to be submitted by Consultant under
this Contract (the "Required Submittals").
B. Time of Submission and Owner's Review. All Required Submittals
shall be provided to Owner no later than the time, if any, specified in Attachment A,
or otherwise in this Contract. If no time for submission is specified for any
Required Submittal, then that Submittal shall be submitted within a reasonable
time in light of its purpose and, in all events, in sufficient time, in Owner's opinion,
to permit Owner to review that Submittal same prior to the commencement of any
part of the Services to which that Submittal may relate. Owner shall have the right
to require such corrections as may be necessary to make any Required Submittal
conform to this Contract. No Services related to any Required Submittal shall be
performed by Consultant until Owner has completed review of such Required
Submittal with no exception noted. Owner's review and approval of any Required
Submittal shall not relieve Consultant of the entire responsibility for the
performance of the Services in full compliance with, and as required by or pursuant
to this Contract, and shall not be regarded as any assumption of risk or liability by
Owner. The Consultant shall not be held liable for claims of delay caused by the
Owner's failure to timely review and approve any Required Submittal.
1.4 Review and Incorporation of Contract Provisions
Consultant represents and declares that it has carefully reviewed, and fully
understands, this Contract, including all of its Attachments, all of which are by this
reference incorporated into and made a part of this Contract.
1.5 Financial and Technical Ability to Perform
Consultant represents and declares that it is financially solvent, and has the
financial resources necessary, and has sufficient experience and competent, and has
the necessary capital, facilities, organization, and staff necessary to provide,
perform, and complete the Services in full compliance with, and as required by or
pursuant to, this Contract.
1.6 Time
Consultant represents and declares that the Contract Time is sufficient time
to permit completion of the Services in full compliance with, and as required by or
pursuant to, this Contract for the Contract Price.
1.7 Consultant's Personnel and Sub-Consultants
A. Consultant's Personnel. Consultant shall provide all personnel
necessary to complete the Services.
B. Approval and Use of Sub-Consultants. Consultant shall perform the
Services with its own personnel and under the management, supervision, and
control of its own 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; (f) provide structural, mechanical, chemical, air and
water pollution tests, test for hazardous materials, and other laboratory and
environmental tests, inspections, and reports required by law to be provided by
Owner in connection with the Project; (g) review Required Submittals and other
reports, documents, data, and information presented by Consultant as appropriate;
(h) provide approvals from all governmental authorities having jurisdiction over the
Project when such services are reasonably requested by Consultant; (i) except as
provided in Article IV of this Contract, provide all accounting, insurance, and legal
counseling services as may be necessary from time to time in the judgment of
Owner to protect Owner's interests with respect to the Project; 0) 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 Owner's Right to Terminate or Suspend Services for Convenience
A. Termination or Suspension for Convenience. Owner shall have the
right, at any time and for its convenience, to terminate or suspend the Services in
whole or in part at any time 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
2.1 Changes
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 LID of this Contract (the
"Representation of Compliance").
B. Opinions of Cost. It is recognized that neither Consultant nor Owner has
control over the costs of labor, material, equipment or services furnished by
others or over competitive bidding, market or negotiating conditions, or
construction contractors' methods of determining their prices. Accordingly,
any opinions of probable Project costs or construction costs provided for
herein are estimates only, made on the basis of Consultant's experience and
qualifications and represent Consultant's best judgment as an experienced
and qualified professional, familiar with the industry. Consultant does not
guaranty that proposals, bids or actual Project costs or construction costs will
not vary from opinions of probable cost prepared by Consultant.
3.2 Corrections
Consultant shall be responsible for the quality, technical accuracy,
completeness and coordination of all Services under this Contract. Consultant
shall, promptly and without charge, correct all errors in any Services provided by
Consultant.
3.3 Risk of Loss
The Services shall be provided, performed, and completed at the risk and cost
of Consultant. Consultant shall be responsible for damages to property or persons
to the extent caused by Consultant's errors, omissions, or negligent acts and for any
losses or costs to repair or remedy any work undertaken by Owner based on the
Services as a result of any such errors, omissions, or negligent acts.
Notwithstanding any other provision of this Contract, Consultant's obligations
under this Section 3.3 shall exist without regard to, and shall not be construed to be
waived by, the availability or unavailability of any insurance, either of Owner or
Consultant, to indemnify, hold harmless, or reimburse Consultant for such
damages, losses, or costs.
ARTICLE IV
INSURANCE; INDEMNIFICATION
4.1 Insurance
Contemporaneous with Consultant's execution of this Contract, Consultant
shall provide certificates and policies of insurance evidencing at least the minimum
insurance coverage and limits set forth in Attachment B. For good cause shown,
Owner may extend the time for submission of the required policies of insurance
upon such terms, and with such assurances of 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
Services pursuant to Section 3.2 of this Contract, maintain and keep in force, at
Consultant's expense, at least the minimum insurance coverage and limits set forth
in Attachment B.
4.2 Indemnification
Consultant, without regard to the availability or unavailability of any
insurance, either of Owner or Consultant, shall, to the fullest extent permitted by
law, indemnify, save harmless, and reimburse Owner against any and all lawsuits,
claims, demands, damages, liabilities, losses, and expenses, including reasonable
attorneys' fees, that may arise or be alleged to have arisen out of or in connection
with Consultant's 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 prices set forth in Attachment A
("Contract Price"), subject to any additions, deductions, or withholdings provided for
in this Contract. 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 in the manner set forth in Attachment A ("Progress Payments").
B. Pay Requests. Consultant shall, as a condition precedent to its right to
receive each Progress Payment, submit to Owner an invoice accompanied by such
receipts, vouchers, and other documents as may be necessary to reasonably
establish Consultant's prior payment for all labor, material, and other things
covered by the invoice and the absence of any lien or other interest of any party in
regard to the Services performed under this Contract. In addition to the foregoing,
such invoice shall include (a) employee classifications, rates per hour, and hours
worked by each classification, and, if the Services are to be performed in separate
phases, for each phase; (b) total amount billed in the current period and total
amount billed to date, and, if the Services are to be performed in separate phases,
for each phase; (c) the estimated percent completion, and, if the Services are to be
performed in separate phases, for each phase; and (d) Consultant's certification
that, to the best of Consultant's knowledge, information, and belief, all prior
Progress Payments have been properly applied to the Services with respect to which
they were paid. Owner may, by written notice to Consultant, designate a specific
day of each month on or before which pay requests must be submitted.
5.4 Final Acceptance and Final Payment
The Services or, if the Services are to be performed in separate phases, each
phase of the Services, shall be considered complete on the date of final written
acceptance by Owner of the Services or each phase of the Services, as the 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) liens or claims of lien;
(3) claims of Consultant's sub-consultants, suppliers, or other persons regardless of
merit; (4) delay by Consultant in the completion of the Services; (5) the cost to
Owner, including reasonable attorneys' fees, of correcting any of the aforesaid
matters or exercising any one or more of Owner's remedies set forth in Section 6.1 of
this Contract. Owner shall notify Consultant in writing given in accordance with
Section 7.8 of this Contract of Owner's determination to deduct and withhold funds,
which notice shall state with specificity the amount of, and reason or reasons for,
such deduction and withholding.
B. Use of Withheld Funds. Owner shall be entitled to retain any and all
amounts withheld pursuant to Subsection 5.5A above until Consultant shall have
either performed the obligations in question or furnished security for such
performance satisfactory to Owner. Owner shall be entitled to apply any money
withheld or any other money due Consultant under this Contract to reimburse itself
for any and all costs, expenses, losses, damages, liabilities, suits, judgments,
awards, and reasonable attorneys' fees (collectively "Costs") incurred, suffered, or
sustained by Owner and chargeable to Consultant under this Contract. Owner
shall notify Consultant in writing given in accordance with Section 7.8 of this
Contract of each application by Owner of money to reimburse such Costs.
5.6 Accounting
Consultant shall keep accounts, books, and other records of all its billable
charges and costs incurred in performing the Services in accordance with generally
accepted accounting practices, consistently applied, and in such manner as to
permit verification of all entries. Consultant shall make all such material available
for inspection by Owner, at the office of Consultant during normal business hours
during this Contract and for a period of three years after termination of this
Contract. Copies of such material shall be furnished, at Owner's expense, upon
request.
ARTICLE VI
REMEDIES
6.1 Owner's Remedies
If it should appear at any time prior to Final Payment for all work that
Consultant has failed or refused to perform, or has delayed in the performance of,
the Services ("Event of Default"), and has failed to cure any such Event of Default
within five business days after Consultant's receipt of written notice of such Event
of Default, then Owner shall have the right, at its election and without prejudice to
any other remedies provided by law or equity, to pursue any one or more of the
following remedies:
1. Owner may require Consultant, within such reasonable time as may be
fixed by Owner, to complete or correct all or any part of the Services
that are defective, nonconforming, or incomplete and to such other
action as is necessary to bring Consultant and the Services into
compliance with this Contract.
2. Owner may terminate this Contract without liability for further
payment of amounts due or to become due under this Contract.
3. Owner may recover from Consultant any and all costs, including
reasonable attorneys' fees, incurred by Owner as the result of any
Event of Default or as a result of actions taken by Owner in response
to any Event of Default.
6.2 Consultant's Remedy
Consultant may terminate this Contract upon for failure of Owner to make
Progress Payments to which Consultant is entitled if Owner has failed to cure such
failure within five business days after Owner's receipt of written notice from
Consultant of such failure.
6.3 Terminations and Suspensions by Owner Deemed for Convenience
Any termination or suspension by Owner of Consultant's rights under this
Contract for an alleged default that is ultimately held unjustified shall
automatically be deemed to be a termination or suspension for the convenience of
Owner under Section 1.9 of this Contract.
ARTICLE VII
LEGAL RELATIONSHIPS AND REQUIREMENTS
7.1 Binding Effect
This Contract shall be binding on Owner and Consultant and on their
respective heirs, executors, administrators, personal representatives, and permitted
successors and assigns. Every reference in this Contract to a party shall also be
deemed to be a reference to the authorized officers, employees, agents, and
representatives of such party.
7.2 Relationship of the Parties
Consultant shall act as an independent contractor in providing and
performing the Services. Nothing in, nor done pursuant to, this Contract shall be
construed (1) to create the relationship of principal and agent, partners, or joint
venturers between Owner and Consultant or (2) to create any relationship between
Owner and any sub-consultant of Consultant.
7.3 No Collusion
Consultant hereby represents and certifies that Consultant is not barred
from contracting with a unit of state or local government as a result of (i) a
delinquency in the payment of any tax administered by the Illinois Department of
Revenue unless Consultant is contesting, in accordance with the procedures
established by the appropriate revenue Act, its liability for the tax or the amount of
the tax, as set forth in 65 ILCS 5/11-42.1-1; or (ii) a violation of either Section 33E-3
or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 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 Assignment
Consultant shall not (1) assign this Contract in whole or in part, (2) assign
any of Consultant's rights or obligations under this Contract, or (3) assign any
payment due or to become due under this Contract without the prior express
written approval of Owner, which approval may be withheld in the sole and
unfettered discretion of Owner; provided, however, that Owner's prior written
approval shall not be required for assignments of accounts, as defined in the Illinois
Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial
Code, 810 ILCS 5/9-318. Owner may assign this Contract, in whole or in part, or
any or all of its rights or obligations under this Contract, without the consent of
Consultant.
7.5 Confidential Information
All information supplied by Owner to Consultant for or in connection with
this Contract or the Services shall be held confidential by Consultant and shall not,
without the prior express written consent of Owner, be used for any purpose other
than performance of the Services.
7.6 No Waiver
No act, order, approval, acceptance, or payment by Owner, nor any delay by
Owner in exercising any right under this Contract, shall constitute or be deemed to
be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or
incomplete Services, nor operate to waive any requirement or provision of this
Contract or any remedy, power, or right of Owner.
7.7 No Third Party Beneficiaries
No claim as a third party beneficiary under this Contract by any person, firm,
or corporation (other than Owner and Consultant) shall be made or be valid against
Owner or Consultant.
7.8 Notices
All notices required or permitted to be given under this Contract shall be in
writing and shall be deemed received by the addressee thereof when delivered in
person on a business day at the address set forth below or after being deposited in
the United States mail, for delivery at the address set forth below by 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.
7.11 Compliance with Laws and Grants
The Services shall be provided, performed, and completed in accordance with
all required governmental permits, licenses, or other approvals and authorizations,
and with applicable statutes, ordinances, rules, and regulations. This requirement
includes, but is not limited to, compliance with the Fair Labor Standards Act; any
statutes regarding qualification to do business; any statutes prohibiting
discrimination because of, or requiring affirmative action based on, race, creed,
color, national origin, age, sex, or other prohibited classification, including, without
limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq.,
and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also
comply with applicable conditions of any federal, state, or local grant received by
Owner or Consultant with respect to this Contract or the Services. The prevailing
rate of wages are revised by the Department of Labor and they are available on the
Department's official website.
Consultant shall be liable for any fines or civil penalties that may be imposed
or incurred by a governmental agency with jurisdiction over the Services as a result
of Consultant's or its sub-consultants' improper performance of, or failure to
properly perform, the Services or any part thereof.
Every provision of law required by law to be inserted into this Contract shall
be deemed to be inserted herein.
7.12 Ownership of Documents
Consultant and Consultant's sub-consultants shall be deemed the original
authors and owners respectively of materials produced pursuant to this Contract
and shall retain all common law, statutory and other reserved rights, including
copyrights. Consultant hereby grants and conveys to Owner perpetual, irrevocable
non-exclusive rights and license to use all Required Submittals and other materials
produced under this Contract for Village purposes and no other purposes.
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.
7.16 Amendments
No modification, addition, deletion, revision, alteration, or other change to
this Contract shall be effective unless and until such change is reduced to writing
and executed and delivered by Owner and Consultant.
7.17 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.
IN WITNESS WHEREOF. Owner and Consultant have caused this Contract
to be executed in two original counterparts as of the day and year first written
above.
Village of *
By: �
Riccardo F. Ginex
N-illage 1llanager
:fittest:
Bt
Charlotte Pruss
Village Clerk
Trotter and
Title: ent
:fittest:
By:
Name: L/Oris Marschinke, P.E.
Title: Project Manager
ATTACHMENT A
PROPOSAL DATED MAY 17, 2021
00
0D
TROTTER
and ASSOCIATES, INC.
Li ENGINEERS AND SURVEYORS
May 1711,2021
Village of Oak Brook
Attn: Mr. Doug Patchin
Public Works Director
3003 Jorie Boulevard
Oak Brook, Illinois 60523
Re: Interim Water Operations Assistance(Draft)
Professional Engineering Services
Dear Mr. Patchin,
Trotter and Associates, Inc. (ENGINEER) is pleased to provide professional services to the Village of Oak Brook
(CLIENT)for Interim Water Operations Assistance(hereinafter referred to as the"PROJECT").
Project Background&Understanding
The Village provides an average of approximately 4.7 MGD to its residential,commercial,and industrial customers.
In addition to Oak Brook,the service area includes portions of Elmhurst,Villa Park,Westchester,Oakbrook Terrace,
and unincorporated Downers Grove.Water is supplied by the DuPage Water Commission,sourcing water from Lake
Michigan.The Village owns approximately 70 miles of water main of varying sizes,ages,and conditions throughout
the system.Two ground storage reservoirs are maintained by the Village,one within each pressure zone at the point
of DWC supply. Each reservoir has a four-pump booster station which are used to turn over the reservoirs and
increase pressure to the distribution system when necessary. The Village also operates two (0.25 MG) elevated
storage reservoirs, one in each pressure zone.Additionally,three deep wells are held on standby in the event the
DuPage Water Commission supply is unable to meet peak demands.
The Village of Oak Brook's Lead Operator in charge of water production operations is retiring at the beginning of
June. The Village is seeking support to provide interim operations and management of the water supply, storage,
and boosting operations.The current Water Division staff includes one water production operator, in addition to
five staff primarily tasked with utility maintenance.The retirement of the sole water production operator will likely
leave a knowledge gap in daily operations of the Water Division until such a time as replacement is fully trained.
Concurrently,the Village is completing a replacement of the Water System SCADA controls and modifying operations
throughout the system.When completed,the new control system will provide additional control flexibility,interface,
reporting,and alarming.Operational changes will allow staff to feed the high elevation zone of the Village with either
the 3152 Street Booster Station or 35th Street Pressure Adjusting Station. This represents a significant shift in the
manner the system will be operated on a day-to-day basis. During this transition period the Village has requested
that Trotter and Associates(TAI) provide part-time contract operations to train additional staff, ensure continued
regulatory compliance,and service to the residents.
TAI will provide the services of a licensed Interim Water Operator to handle the day-to-day operations, sampling,
reporting, and maintaining water usage records. This Interim Water Operator will also provide training to an
individual identified by the Village who will ultimately be assume the Lead Operator role. It is anticipated that this
individual will perform their duties within twenty to thirty hour each week,likely beginning at 30 hours per week to
ensure continued operations. He will report directly to Public Works Administration, including communicating and
gaining concurrence on all recommended operational changes and direction provided to permanent Village staff.
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0: 630.587.0470 0:224.225.1300
Village of Oak Brook y6E Of
°4".,o
Interim Operations Assistance 6 6
May 17t'',2021 o
Page 2 °
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Scope of Services
Trotter and Associates, Inc.will provide a Class C Water Operator for 20 to 30 hours per week,as well as engineering
support for the interim period to perform the duties of the Lead Operator with general responsibilities to oversee
operations, maintenance and laboratory work performed at the Village's water facilities as well as maintain
regulatory compliance and author reports as required by the Illinois EPA and other agencies.Outlined below are the
duties and responsibilities based on similar position descriptions:
1. Performs a variety of administrative, supervisory, semi-skilled, and skilled tasks related to the
maintenance, development, and operation, of Village water supply, storage, and boosting
infrastructure.
a. Works under the general oversight of the Public Works Superintendent and Director.
b. It is anticipated that off-hours calls will be handled by full-time Village staff, however the Interim
Water Operator will be available for consultation via phone.
c. It is assumed that a full-time Village employee will be the Operator in Responsible Charge.
2. Performs the routine collection of water samples including bacteriological and disinfection byproducts
among others.Supervises the laboratory testing of samples and interprets their results.
a. Supervises the adjustment of process systems,operations and equipment in order to comply with
local,state and federal discharge permit requirements.
b. Coordinates Suburban Laboratories notifications and reporting.
3. Coordinates the maintenance and upkeep of the water facility equipment and support systems.
a. Includes the routine testing of the LogMeln and Win-911 systems.
4. Develops and maintains records, operations equipment and process checklists, diaries, logbooks and
laboratory records.
a. Includes reconciliation of DuPage Water Commission metered supply and Village metered water
received.
b. Includes completion of the Consumer Confidence Report and associated Certification forms.
c. The Interim Water Operator will work with full-time Village staff or hired staff to develop Standard
Operating Procedures (SOP'S) for daily operations. The intent of this SOP development is to
transition the historical knowledge of the system operations to the future lead Operator.
5. Make sure all work is performed in accordance with all federal, state, and local laws, rules, and
regulations, and is performed within mandated and appropriate safety standards.
Changes to the scope of services outlined in this agreement shall be authorized through execution of an Exhibit D-
Contract Addendum.
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,W1 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0:630.587.0470 0:224.225.1300
Village of Oak Brook y`E Of OA,t,,
Interim Operations Assistance 9 8
May 17th,2021 -
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Page 3 'PF
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Compensation
An amount equal to the cumulative hours charged to the Project by each class of Consultant's employees times the
Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Reimbursable
Expenses,if any. The Interim Operator will be charged as a Technician I which is$98 per hour,with an estimated 30
hours per week.Additional engineering support will be provided by Trotter and Associates,estimated as 4 hours per
week of an Engineer V which is$173 per hour.The number of hours per week may decrease during the transition as
staff is trained on the Lead Operator's duties.The hourly rate of the Interim Water Operator shall be held without
increase for a period of 12 months following execution of the Agreement. Following 12 months, if services are still
being provided under the Agreement, adjustments to the hourly rates shall be as identified in Exhibit B of this
Proposal.
Based on a work schedule of 30 hours per week for the Interim Operator and 4 hours per week for administrative
support,we estimate that the Village should budget approximately$16,000 per month.
ENGINEER's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit B.
Reimbursable Expenses included in the contract are limited to items listed in Exhibit B. All expenses that are not
included in Exhibit B shall be considered outside the contract and shall be considered as extra and compensated for
at cost. For example:title commitments,permit fees,architectural renderings,special public meetings,out of town
travel expenses, consultant services beyond those identified in the scope, or items specifically requested by the
owner.
Estimated Compensation Amounts-ENGINEER's estimate of the amounts that will become payable for Basic Services
are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum
amounts payable to ENGINEER under the Agreement. When estimated compensation amounts have been stated
herein and it subsequently becomes apparent to ENGINEER that a compensation amount thus estimated will be
exceeded, ENGINEER shall give CLIENT written notice thereof. Promptly thereafter CLIENT and ENGINEER shall
review the matter of services remaining to be performed and compensation for such services. CLIENT shall either
agree to such compensation exceeding said estimated amount or CLIENT and ENGINEER shall agree to a reduction
in the remaining services to be rendered by ENGINEER,so that total compensation for such services will not exceed
said estimated amount when such services are completed. If ENGINEER exceeds the estimated amount before
CLIENT and ENGINEER have agreed to an increase in the compensation due ENGINEER or a reduction in the remaining
services,the ENGINEER shall be paid for all services rendered hereunder.
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0: 630.587.0470 0:224.225.1300
Village of Oak Brook ygE or o,+��
Interim Operations Assistance 8 06
May 17',2021 •
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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. In the event of any conflict among the exhibits,the exhibit of the latest date shall 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 CLIENT shall look solely to ENGINEER as if ENGINEER performed
the Services. In 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.
In 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 of work 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.g. Davis-Bacon Act, Illinois 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.
If 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). If Trotter & 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. If 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.
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0:630.587.0470 0:224.225.1300
Village of Oak Brook
Interim Operations Assistance 8 6
May 17t'',2021 e
Page 5
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.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement.
CLIENT: Trotter and Associates, Inc.:
By: By: Scott Trotter,P.E., BCEE
Title: Title: President
Effective Date: Date Signed:
Address forgiving notices: Address for giving notices:
Designated Representative Designated Representative
Chris Marschinke,P.E.
Title: Title: Project Manager
Phone Number: Phone Number: 630.217.6284
Facsimile Number: Facsimile Number:
E-Mail Address: E-Mail Address: c.marschinke@trotter-inc.com
ATTACHMENTS:
EXHIBT A—STANDARD TERMS AND CONDITIONS
EXHIBIT B—SCHEDULE OF HOURLY RATES AND REIMBURSIBLE EXPENSES
EXHIBIT C—SUPPLEMENTAL GENERAL CONDITIONS
EXHIBIT D—CONTRACT ADDENDUM
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0: 630.587.0470 0:224.225.1300
Village of Oak Brook
Interim Operations Assistance 8 �A
May 17th,2021
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This Page Intentionally Left Blank
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0: 630.587.0470 0:224.225.1300
QQ
CLIENT Initial AL4RO TTER
TAI Initial ^a
ASSOCIATES, INC.
ENGINEERS AND SURVEYORS
EXHIBIT A-STANDARD TERMS AND CONDITIONS
Table of Contents B. Upon this Agreement becoming effective,ENGINEER is
authorized to begin Services.
ARTICLE 1-SERVICES OF ENGINEER 1 ARTICLE 2-CLIENT'S RESPONSIBILITIES
to] Scope 1
2.01 General
ARTICLE 2-CLIENT'S RESPONSIBILITIES 1
2.01 General 1 A. Provide ENGINEER with all criteria and full information as to
CLIENT's requirements for the Project,including design
objectives and constraints,space,capacity and performance
ARTICLE 3-TIMES FOR RENDERING SERVICES 2 requirements,flexibility,and expandability,and any budgetary
3.01 General 2 limitations;and furnish copies of all design and construction
standards which CLIENT will require to be included in the
3.02 Suspension 2 Drawings and Specifications;and furnish copies of CLIENT's
standard forms,conditions,and related documents for
ARTICLE 4-PAYMENTS TO ENGINEER 3 ENGINEER to include in the Bidding Documents,when
4.01 Methods of Payment for Services applicable.
and Reimbursable Expenses of ENGINEER 3 B. Furnish to ENGINEER any other available information pertinent
4.02 Other Provisions Concerning Payments 3 to the Project including reports and data relative to previous
designs,or investigation at or adjacent to the Site.
ARTICLE 5-OPINIONS OF COST 3 C. Following ENGINEER's assessment of initially-available
5.01 Opinions of Probable Construction Cost 3 Project information and data and upon ENGINEER's request,
5.02 Designing to Construction Cost Limit 3 furnish or otherwise make available such additional Project
related information and data as is reasonably required to enable
5.03 Opinions of Total Project Costs 3 ENGINEER to complete its Basic and Additional Services
Such additional information or data would generally include the
ARTICLE 6-GENERAL CONSIDERATIONS 3 following:
6.01 Standards of Performance 3 1. Property descriptions.
6.02 Authorized Project Representatives 4
6.03 Design without Construction Phase Services 4 2. Zoning,deed,and other land use restrictions.
6.04 Use of Documents 4
3. Property,boundary,easement,right-of-way,and other
6.05 Insurance 5 special surveys or data,including establishing relevant
6.06 Termination 6 reference points.
6.07 Controlling Law 6
4. Explorations and tests of subsurface conditions at or
6.08 Successors,Assigns,and Beneficiaries 6 contiguous to the Site,drawings of physical conditions in
6.09 Dispute Resolution 6 or relating to existing surface or subsurface structures at or
6.10 Hazardous Environmental Condition 6 contiguous to the Site,or hydrographic surveys,with
6.11 Allocation of Risks 7 appropriate professional interpretation thereof.
6.12 Notices 7 5. Environmental assessments,audits,investigations and
6.13 Survival 7 impact statements,and other relevant environmental or
6.14 Severability 7 cultural studies as to the Project,the Site,and adjacent
areas.
6.15 Waiver 7
6.16 Headings 7 6. Data or consultations as required for the Project but not
6.16 Definitions 7 otherwise identified in the Agreement or the Exhibits
thereto.
ARTICLE 1-SERVICES OF ENGINEER D. Give prompt written notice to ENGINEER whenever CLIENT
observes or otherwise becomes aware of a Hazardous
1.01 Scope Environmental Condition or of any other development that
affects the scope or time of performance of ENGINEER's
A. ENGINEER shall provide the Professional Services set forth services,or any defect or nonconformance in ENGINEER's
herein and in the Letter Agreement services or in the work of any Contractor.
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0: 630.587.0470 0:224.225.1300
Exhibit A
Standard Terms and Conditions
Page 2
N. Attend the pre-bid conference,bid opening,pre-construction
E. Authorize ENGINEER to provide Additional Services as set conferences,construction progress and other job related
forth in Exhibit D-Addendum of the Agreement as required. meetings,and Substantial Completion and final payment
inspections.
F. Arrange for safe access to and make all provisions for
ENGINEER to enter upon public and private property as 0. Provide the services of an independent testing laboratory to
required for ENGINEER to perform services under the perform all inspections,tests,and approvals of Samples,
Agreement. materials,and equipment required by the Contract Documents,
or to evaluate the performance of materials,equipment,and
G Examine all alternate solutions,studies,reports,sketches, facilities of CLIENT,prior to their incorporation into the Work
Drawings,Specifications,proposals,and other documents with appropriate professional interpretation thereof
presented by ENGINEER(including obtaining advice of an
attorney,insurance counselor,and other advisors or consultants P. Provide inspection or monitoring services by an individual or
as CLIENT deems appropriate with respect to such examination) entity other than ENGINEER(and disclose the identity of such
and render in writing timely decisions pertaining thereto. individual or entity to ENGINEER)as CLIENT determines
necessary to verify:
H. Provide reviews,approvals,and permits from all governmental
authorities having jurisdiction to approve all phases of the 1. That Contractor is complying with any Laws and
Project designed or specified by ENGINEER and such reviews, Regulations applicable to Contractor's performing and
approvals,and consents from others as may be necessary for furnishing the Work.
completion of each phase of the Project.
2. That Contractor is taking all necessary precautions for
I. Provide,as required for the Project: safety of persons or property and complying with any
special provisions of the Contract Documents applicable to
1. Accounting,bond and financial advisory,independent cost safety,
estimating,and insurance counseling services.
Q. Provide ENGINEER with the findings and reports generated by
2. Legal services with regard to issues pertaining to the the entities providing services pursuant to paragraphs 2.01.0 and
Project as CLIENT requires,Contractor raises,or P.
ENGINEER reasonably requests.
3. Such auditing services as CLIENT requires to ascertain ARTICLE 3-TIMES FOR RENDERING SERVICES
how or for what purpose Contractor has used the moneys
paid.
3.01 General
4. Placement and payment for advertisement for Bids in
appropriate publications. A. ENGINEER's services and compensation under this Agreement
have been agreed to in anticipation of the orderly and continuous
J. Advise ENGINEER of the identity and scope of services of any progress of the Project through completion. Unless specific
independent consultants employed by CLIENT to perform or periods of time or specific dates for providing services are
furnish services in regard to the Project,including,but not specified in this Agreement,ENGINEER's obligation to render
limited to,cost estimating,project peer review,value services hereunder will be for a period which may reasonably be
engineering,and constructability review. required for the completion of said services.
K Furnish to ENGINEER data as to CLIENT's anticipated costs B. If in this Agreement specific periods of time for rendering
for services to be provided by others for CLIENT so that services are set forth or specific dates by which services are to be
ENGINEER may make the necessary calculations to develop completed are provided,and if such periods of time or dates are
and periodically adjust ENGINEER's opinion of Total Project changed through no fault of ENGINEER,the rates and amounts
Costs, of compensation provided for herein shall be subject to equitable
adjustment. If CLIENT has requested changes in the scope,
L. If CLIENT designates a manager or an individual or entity other extent,or character of the Project,the time of performance of
than,or in addition to,ENGINEER to represent CLIENT at the ENGINEER's services shall be adjusted equitably.
Site,the duties,responsibilities,and limitations of authority of
such other party shall be disclosed to the ENGINEER and C. For purposes of this Agreement the term"day"means a calendar
coordinated in relation to the duties,responsibilities,and day of 24 hours.
authority of ENGINEER.
3.02 Suspension
M. If more than one prime contract is to be awarded for the Work
designed or specified by ENGINEER,designate a person or A If CLIENT fails to give prompt written authorization to proceed
entity to have authority and responsibility for coordinating the with any phase of services after completion of the immediately
activities among the various prime Contractors,and define and preceding phase,or if ENGINEER's services are delayed
set forth the duties,responsibilities,and limitations of authority through no fault of ENGINEER,ENGINEER may,after giving
of such individual or entity and the relation thereof to the duties, seven days written notice to CLIENT,suspend services under
responsibilities,and authority of ENGINEER is to be mutually this Agreement.
agreed upon and made a part of this Agreement before such
services begin. B. If ENGINEER's services are delayed or suspended in whole or
in part by CLIENT,or if ENGINEER's services are extended by
Contractor's actions or inactions for more than 90 days through
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0: 630.587.0470 0:224.225.1300
Exhibit A
Standard Terms and Conditions
Page 3
no fault of ENGINEER,ENGINEER shall be entitled to
equitable adjustment of rates and amounts of compensation E. Records of ENGINEER's Costs. Records of ENGINEER's costs
provided for elsewhere in this Agreement to reflect,reasonable pertinent to ENGINEER's compensation under this Agreement
costs incurred by ENGINEER in connection with,among other shall be kept in accordance with generally accepted accounting
things,such delay or suspension and reactivation and the fact practices. To the extent necessary to verify ENGINEER's
that the time for performance under this Agreement has been charges and upon CLIENT's timely request,copies of such
revised records will be made available to CLIENT at cost.
ARTICLE 4-PAYMENTS TO ENGINEER F. Legislative Actions. In the event of legislative actions after the
Effective Date of the Agreement by any level of government that
impose taxes,fees,or costs on ENGINEER's services or other
4.01 Methods of Payment for Services and Reimbursable costs in connection with this Project or compensation therefore,
Expenses of ENGINEER 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
A. For Basic Services. CLIENT shall pay ENGINEER for Basic shall be applied. Should such taxes,fees,or costs be imposed,
Services performed or furnished under as outlined in the Letter they shall be in addition to ENGINEER's estimated total
Agreement compensation.
B. For Additional Services. CLIENT shall pay ENGINEER for ARTICLE 5-OPINIONS OF COST
Additional Services performed or furnished as outlined in
Exhibit D.
5.01 Opinions of Probable Construction Cost
C. For Reimbursable Expenses. CLIENT shall pay ENGINEER
for Reimbursable Expenses incurred by ENGINEER and A. ENGINEER's opinions of probable Construction Cost provided
ENGINEER's Consultants as set forth in Exhibit B. for herein are to be made on the basis of ENGINEER's
experience and qualifications and represent ENGINEER's best
4.02 Other Provisions Concerning Payments judgment as an experienced and qualified professional generally
familiar with the industry. However,since ENGINEER has no
A. Preparation of Invoices. Invoices will be prepared in control over the cost of labor,materials,equipment,or services
accordance with ENGINEER's standard invoicing practices and furnished by others,or over the Contractor's methods of
will be submitted to CLIENT by ENGINEER,unless otherwise determining prices,or over competitive bidding or market
agreed. conditions,ENGINEER cannot and does not guarantee that
proposals,bids,or actual Construction Cost will not vary from
B. Payment of Invoices. Invoices are due and payable within 30 opinions of probable Construction Cost prepared by
days of receipt. If CLIENT fails to make any payment due ENGINEER. If CLIENT wishes greater assurance as to
ENGINEER for services and expenses within 30 days after probable Construction Cost,CLIENT shall employ an
receipt of ENGINEER's invoice therefor,the amounts due independent cost estimator.
ENGINEER will be increased at the rate of 1.0%per month(or
the maximum rate of interest permitted by law,if less)from said 5.02 Designing to Construction Cost Limit
thirtieth day. In addition,ENGINEER may,after giving seven
days written notice to CLIENT,suspend services under this A. If a Construction Cost limit is established between CLIENT and
Agreement until ENGINEER has been paid in full all amounts ENGINEER,such Construction Cost limit and a statement of
due for services,expenses,and other related charges. Payments ENGINEER's rights and responsibilities with respect thereto
will be credited first to interest and then to principal will be specifically set forth in Exhibit C-Supplemental General
Conditions.
C. Disputed Invoices. In the event of a disputed or contested
invoice,only that portion so contested may be withheld from 5.03 Opinions of Total Project Costs
payment,and the undisputed portion will be paid.
A. ENGINEER assumes no responsibility for the accuracy of
D. Payments Upon Termination. opinions of Total Project Costs.
1. In the event of any termination under paragraph 6.06, ARTICLE 6-GENERAL CONSIDERATIONS
ENGINEER will be entitled to invoice CLIENT and will
be paid in accordance with Exhibit B for all services
performed or furnished and all Reimbursable Expenses 6.01 Standards of Performance
incurred through the effective date of termination
A The standard of care for all professional engineering and related
2 In the event of termination by CLIENT for convenience or services performed or furnished by ENGINEER under this
by ENGINEER for cause,ENGINEER,in addition to Agreement will be the care and skill ordinarily used by members
invoicing for those items identified in subparagraph of ENGINEER's profession practicing under similar
4.02.13.1,shall be entitled to invoice CLIENT and shall be circumstances at the same time and in the same locality.
paid a reasonable amount for services and expenses ENGINEER makes no warranties,express or implied,under this
directly attributable to termination,both before and after Agreement or otherwise,in connection with ENGINEER's
the effective date of termination,such as reassignment of services.
personnel,costs of terminating contracts with
ENGINEER's Consultants,and other related close-out B. ENGINEER shall be responsible for the technical accuracy of its
costs,using methods and rates for Additional Services as services and documents resulting therefrom,and CLIENT shall
set forth in Exhibit B. not be responsible for discovering deficiencies therein.
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0:630.587.0470 0:224.225.1300
Exhibit A
Standard Terms and Conditions
Page 4
ENGINEER shall correct such deficiencies without additional ENGINEER's own employees)at the Site or otherwise
compensation except to the extent such action is directly furnishing or performing any of the Contractor's work,or for
attributable to deficiencies in CLIENT-furnished information. any decision made on interpretations or clarifications of the
Contract Documents given by CLIENT without consultation and
C. ENGINEER shall perform or furnish professional engineering advice of ENGINEER.
and related services in all phases of the Project to which this
Agreement applies. ENGINEER shall serve as CLIENT's prime L The General Conditions for any construction contract documents
professional for the Project. ENGINEER may employ such prepared hereunder are to be the"Standard General Conditions
ENGINEER's Consultants as ENGINEER deems necessary to of the Construction Contract"as prepared by the Engineers Joint
assist in the performance or furnishing of the services. Contract Documents Committee(Document No.1910-8,1996
ENGINEER shall not be required to employ any ENGINEER's Edition)unless both parties mutually agree to use other General
Consultant unacceptable to ENGINEER Conditions.
D. ENGINEER and CLIENT shall comply with applicable Laws or 6.02 Authorized Project Representatives
Regulations and CLIENT-mandated standards. This Agreement
is based on these requirements as of its Effective Date. Changes A. Contemporaneous with the execution of this Agreement,
to these requirements after the Effective Date of this Agreement ENGINEER and CLIENT shall designate specific individuals to
may be the basis for modifications to CLIENT's responsibilities act as ENGINEER's and CLIENT's representatives with respect
or to ENGINEER's scope of services,times of performance,or to the services to be performed or furnished by ENGINEER and
compensation. responsibilities of CLIENT under this Agreement. Such
individuals shall have authority to transmit instructions,receive
E. CLIENT shall be responsible for,and ENGINEER may rely information,and render decisions relative to the Project on
upon,the accuracy and completeness of all requirements, behalf of each respective party.
programs,instructions,reports,data,and other information
furnished by CLIENT to ENGINEER pursuant to this 6.03 Design without Construction Phase Services
Agreement. ENGINEER may use such requirements,reports,
data,and information in performing or furnishing services under A. Should CLIENT provide Construction Phase services with either
this Agreement. CLIENT's representatives or a third party,ENGINEER's Basic
Services under this Agreement will be considered to be
F. CLIENT shall make decisions and carry out its other completed upon completion of the Final Design Phase or
responsibilities in a timely manner and shall bear all costs Bidding or Negotiating Phase as outlined in the Letter
incident thereto so as not to delay the services of ENGINEER. Agreement.
G. Prior to the commencement of the Construction Phase,CLIENT B. It is understood and agreed that if ENGINEER's Basic Services
shall notify ENGINEER of any other notice or certification that under this Agreement do not include Project observation,or
ENGINEER will be requested to provide to CLIENT or third review of the Contractor's performance,or any other
parties in connection with the Project. CLIENT and Construction Phase services,and that such services will be
ENGINEER shall reach agreement on the terms of any such provided by CLIENT,then CLIENT assumes all responsibility
requested notice or certification,and CLIENT shall authorize for interpretation of the Contract Documents and for
such Additional Services as are necessary to enable ENGINEER construction observation or review and waives any claims
to provide the notices or certifications requested. against the ENGINEER that may be in any way connected
thereto.
H. ENGINEER shall not be required to sign any documents,no
matter by whom requested,that would result in the 6.04 Use of Documents
ENGINEER's having to certify,guarantee or warrant the
existence of conditions whose existence the ENGINEER cannot A. All Documents are instruments of service in respect to this
ascertain. CLIENT agrees not to make resolution of any dispute Project,and ENGINEER shall retain an ownership and property
with the ENGINEER or payment of any amount due to the interest therein(including the right of reuse at the discretion of
ENGINEER in any way contingent upon the ENGINEER's the ENGINEER)whether or not the Project is completed.
signing any such certification.
B Copies of CLIENT-furnished data that may be relied upon by
I During the Construction Phase,ENGINEER shall not supervise, ENGINEER are limited to the printed copies(also known as
direct,or have control over Contractor's work,nor shall hard copies)that are delivered to the ENGINEER. Files in
ENGINEER have authority over or responsibility for the means, electronic media format of text,data,graphics,or of other types
methods,techniques,sequences,or procedures of construction that are furnished by CLIENT to ENGINEER are only for
selected by Contractor,for safety precautions and programs convenience of ENGINEER. Any conclusion or information
incident to the Contractor's work in progress,nor for any failure obtained or derived from such electronic files will be at the
of Contractor to comply with Laws and Regulations applicable user's sole risk.
to Contractor's furnishing and performing the Work.
C Copies of Documents that may be relied upon by CLIENT are
J. ENGINEER neither guarantees the performance of any limited to the printed copies(also known as hard copies)that are
Contractor nor assumes responsibility for any Contractor's signed or sealed by the ENGINEER. Files in electronic media
failure to furnish and perform the Work in accordance with the format of text,data,graphics,or of other types that are furnished
Contract Documents by ENGINEER to CLIENT are only for convenience of
CLIENT. Any conclusion or information obtained or derived
K. ENGINEER shall not be responsible for the acts or omissions of from such electronic files will be at the user's sole risk.
any Contractor(s),subcontractor or supplier,or of any of the
Contractor's agents or employees or any other persons(except
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0:630.587.0470 0:224.225.1300
Exhibit A
Standard Terms and Conditions
Page 5
D. Because data stored in electronic media format can deteriorate or C. CLIENT shall require Contractor to purchase and maintain
be modified inadvertently or otherwise without authorization of general liability and other insurance as specified in the Contract
the data's creator,the party receiving electronic files agrees that Documents and to cause ENGINEER and ENGINEER's
it will perform acceptance tests or procedures within 60 days, Consultants to be listed as additional insureds with respect to
after which the receiving party shall be deemed to have accepted such liability and other insurance purchased and maintained by
the data thus transferred. Any errors detected within the 60-day Contractor for the Project
acceptance period will be corrected by the party delivering the
electronic files. ENGINEER shall not be responsible to maintain D. CLIENT and ENGINEER shall each deliver to the other
documents stored in electronic media format after acceptance by certificates of insurance evidencing the coverage.
CLIENT.
E All policies of property insurance shall contain provisions to the
E. When transferring documents in electronic media format, effect that ENGINEER's and ENGINEER's Consultants'
ENGINEER makes no representations as to long term interests are covered and that in the event of payment of any loss
compatibility,usability,or readability of documents resulting or damage the insurers will have no rights of recovery against
from the use of software application packages,operating any of the insureds or additional insureds thereunder.
systems,or computer hardware differing from those used by
ENGINEER at the beginning of this Project. F. At any time,CLIENT may request that ENGINEER,at
CLIENT's sole expense,provide additional insurance coverage,
F CLIENT may make and retain copies of Documents for increased limits,or revised deductibles that are more protective.
information and reference in connection with use on the Project If so requested by CLIENT,with the concurrence of
by CLIENT. Such Documents are not intended or represented to ENGINEER,and if commercially available,ENGINEER shall
be suitable for reuse by CLIENT or others on extensions of the obtain and shall require ENGINEER's Consultants to obtain
Project or on any other project. Any such reuse or modification such additional insurance coverage,different limits,or revised
without written verification or adaptation by ENGINEER,as deductibles for such periods of time as requested by CLIENT.
appropriate for the specific purpose intended,will be at
CLIENT's sole risk and without liability or legal exposure to
ENGINEER or to ENGINEER's Consultants. CLIENT shall
indemnify and hold harmless ENGINEER and ENGINEER's
Consultants from all claims,damages,losses,and expenses,
including attorneys'fees arising out of or resulting therefrom.
G. If there is a discrepancy between the electronic files and the hard
copies,the hard copies govern.
H. Any verification or adaptation of the Documents for extensions
of the Project or for any other project will entitle ENGINEER to
further compensation at rates as defined in Exhibit B.
6.05 Insurance
A ENGINEER shall procure and maintain insurance as set forth
below:
1. 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
K General Aggregate $5,000,000
4. Automobile Liability
a. Combined Single Limit(Bodily Injury and
Property Damage):
Each Accident $1,000,000
5. Professional Liability
a Each Occurrence: $2,000,000
b. General Aggregate: $2,000,000
B. CLIENT shall cause ENGINEER and ENGINEER's
Consultants to be listed as additional insureds on any general
liability or property insurance policies carried by CLIENT which
are applicable to the Project,
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0:630.587.0470 0:224.225.1300
Exhibit A
Standard Terms and Conditions
Page 6
6.06 Termination Agreement and to the partners,successors,executors,
administrators and legal representatives(and said assigns)of
A. The obligation to provide further services under this Agreement such other party,in respect of all covenants,agreements and
may be terminate& obligations of this Agreement.
1. For cause, B Neither CLIENT nor ENGINEER may assign,sublet,or transfer
any rights under or interest(including,but without limitation,
a By either party upon 30 days written notice in the moneys that are due or may become due)in this Agreement
event of substantial failure by the other party to without the written consent of the other,except to the extent that
perform in accordance with the terms hereof through any assignment,subletting,or transfer is mandated or restricted
no fault of the terminating party. by law. Unless specifically stated to the contrary in any written
consent to an assignment,no assignment will release or
b. By ENGINEER: discharge the assignor from any duty or responsibility under this
Agreement.
1) upon seven days written notice if ENGINEER
believes that ENGINEER is being requested by C. Unless expressly provided otherwise in this Agreement:
CLIENT to famish or perform services contrary to
ENGINEER's responsibilities as a licensed 1. Nothing in this Agreement shall be construed to create,
professional,or impose,or give rise to any duty owed by CLIENT or
ENGINEER to any Contractor,Contractor's subcontractor,
2) upon seven days written notice if the supplier,other individual or entity,or to any surety for or
ENGINEER's services for the Project are delayed or employee of any of them.
suspended for more than 90 days for reasons beyond
ENGINEER's control. 2. All duties and responsibilities undertaken pursuant to this
Agreement will be for the sole and exclusive benefit of
3) ENGINEER shall have no liability to CLIENT CLIENT and ENGINEER and not for the benefit of any
on account of such termination. other party. The CLIENT agrees that the substance of the
provisions of this paragraph 6.08.0 shall appear in the
C. Notwithstanding the foregoing,this Agreement will Contract Documents.
not terminate as a result of such substantial failure if
the party receiving such notice begins,within seven 6.09 Dispute Resolution
days of receipt of such notice,to correct its failure to
perform and proceeds diligently to cure such failure A. CLIENT and ENGINEER agree to negotiate all disputes
within no more than 30 days of receipt thereof, between them in good faith for a period of 30 days from the date
provided,however,that if and to the extent such of notice prior to exercising their rights under provisions of this
substantial failure cannot be reasonably cured within Agreement,or under law. In the absence of such an agreement,
such 30 day period,and if such party has diligently the parties may exercise their rights under law.
attempted to cure the same and thereafter continues
diligently to cure the same,then the cure period B. If and to the extent that CLIENT and ENGINEER have agreed
provided for herein shall extend up to,but in no case on a method and procedure for resolving disputes between them
more than,60 days after the date of receipt of the arising out of or relating to this Agreement,such dispute
notice. resolution method and procedure is set forth in Exhibit C,
"Supplemental Conditions."
2. For convenience,
6.10 Hazardous Environmental Condition
a By CLIENT effective upon the receipt of notice by
ENGINEER A CLIENT represents to Engineer that to the best of its knowledge
a Hazardous Environmental Condition does not exist.
B. The terminating party under paragraphs 6.06.A.I or 6.06.A 2
may set the effective date of termination at a time up to 30 days B CLIENT has disclosed to the best of its knowledge to
later than otherwise provided to allow ENGINEER to ENGINEER the existence of all Asbestos,PCB's,Petroleum,
demobilize personnel and equipment from the Site,to complete Hazardous Waste,or Radioactive Material located at or near the
tasks whose value would otherwise be lost,to prepare notes as to Site,including type,quantity and location
the status of completed and uncompleted tasks,and to assemble
Project materials in orderly files C. If a Hazardous Environmental Condition is encountered or
alleged,ENGINEER shall have the obligation to notify CLIENT
6.07 Controlling Law and,to the extent of applicable Laws and Regulations,
appropriate governmental officials.
A This Agreement is to be governed by the law of the state in
which the Project is located. D. It is acknowledged by both parties that ENGINEER's scope of
services does not include any services related to a Hazardous
6.08 Successors,Assigns,and Beneficiaries Environmental Condition. In the event ENGINEER or any other
party encounters a Hazardous Environmental Condition,
A. CLIENT and ENGINEER each is hereby bound and the ENGINEER may,at its option and without liability for
partners,successors,executors,administrators and legal consequential or any other damages,suspend performance of
representatives of CLIENT and ENGINEER(and to the extent services on the portion of the Project affected thereby until
permitted by paragraph 6.08.13 the assigns of CLIENT and CLIENT: (i)retains appropriate specialist consultant(s)or
ENGINEER)are hereby bound to the other party to this contractor(s)to identify and,as appropriate,abate,remediate,or
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0:630.587.0470 0:224.225.1300
Exhibit A
Standard Terms and Conditions
Page 7
remove the Hazardous Environmental Condition;and(ii) is attributable to bodily injury,sickness,disease,or death,
warrants that the Site is in full compliance with applicable Laws or to injury to or destruction of tangible property(other
and Regulations. than completed Work),including the loss of use resulting
therefrom,and(ii)nothing in this paragraph 6.1 LA 4.shall
E. CLIENT acknowledges that ENGINEER is performing obligate CLIENT to indemnify any individual or entity
professional services for CLIENT and that ENGINEER is not from and against the consequences of that individual's or
and shall not be required to become an"arranger,""operator," entity's own negligence or willful misconduct.
"generator,"or"transporter"of hazardous substances,as defined
in the Comprehensive Environmental Response,Compensation, 5. The indemnification provision of paragraph 6.1 LA.I is
and Liability Act of 1990(CERCLA),which are or may be subject to and limited by the provisions agreed to by
encountered at or near the Site in connection with ENGINEER's CLIENT and ENGINEER in Exhibit C,"Supplemental
activities under this Agreement. Conditions,"if any.
F. If ENGINEER's services under this Agreement cannot be 6.12 Notices
performed because of a Hazardous Environmental Condition,the
existence of the condition shall justify ENGINEER's terminating A. Any notice required under this Agreement will be in writing,
this Agreement for cause on 30 days notice. addressed to the appropriate party at its address on the signature
page and given personally,or by registered or certified mail
6.11 Allocation of Risks postage prepaid,or by a commercial courier service. All notices
shall be effective upon the date of receipt.
A. Indemnification
6.13 Survival
1. To the fullest extent permitted by law,ENGINEER shall
indemnify and hold harmless CLIENT,CLIENT's A All express representations,indemnifications,or limitations of
officers,directors,partners,and employees from and liability included in this Agreement will survive its completion
against any and all costs,losses,and damages(including or termination for any reason.
but not limited to all fees and charges of engineers,
architects,attorneys,and other professionals,and all court 6.14 Severability
or arbitration or other dispute resolution costs)caused
solely by the negligent acts or omissions of ENGINEER or A. Any provision or part of the Agreement held to be void or
ENGINEER's officers,directors,partners,employees,and unenforceable under any Laws or Regulations shall be deemed
ENGINEER's Consultants in the performance and stricken,and all remaining provisions shall continue to be valid
furnishing of ENGINEER's services under this and binding upon CLIENT and ENGINEER,who agree that the
Agreement. Agreement shall be reformed to replace such stricken provision
or part thereof with a valid and enforceable provision that comes
2. To the fullest extent permitted by law,CLIENT shall as close as possible to expressing the intention of the stricken
indemnify and hold harmless ENGINEER,ENGINEER's provision.
officers,directors,partners,employees,and ENGINEER's
Consultants from and against any and all costs,losses,and 6.15 Waiver
damages(including but not limited to all fees and charges
of engineers,architects,attorneys,and other professionals, A. Non-enforcement of any provision by either party shall not
and all court or arbitration or other dispute resolution constitute a waiver of that provision,nor shall it affect the
costs)caused solely by the negligent acts or omissions of enforceability of that provision or of the remainder of this
CLIENT or CLIENT's officers,directors,partners, Agreement.
employees,and CLIENT's consultants with respect to this
Agreement or the Project 6.16 Headings
3. To the fullest extent permitted by law,ENGINEER's total A. The headings used in this Agreement are for general reference
liability to CLIENT and anyone claiming by,through,or only and do not have special significance.
under CLIENT for any cost,loss,or damages caused in
part by the negligence of ENGINEER and in part by the 6.16 Definitions
negligence of CLIENT or any other negligent entity or
individual,shall not exceed the percentage share that A. Defined terms will be in accordance with EJCDC No. 1910-1
ENGINEER's negligence bears to the total negligence of (1996 Edition)
CLIENT,ENGINEER,and all other negligent entities and
individuals.
4. In addition to the indemnity provided under paragraph
6.11.A.2 of this Agreement,and to the fullest extent
permitted by law,CLIENT shall indemnify and hold
harmless ENGINEER and its officers,directors,partners,
employees,and ENGINEER's Consultants from and
against all costs,losses,and damages(including but not
limited to all fees and charges of engineers,architects,
attorneys,and other professionals,and all court or
arbitration or other dispute resolution costs)caused by,
arising out of or resulting from a Hazardous Environmental
Condition,provided that(i)any such cost,loss,or damage
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
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Exhibit A
Standard Terms and Conditions
Page 8
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700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
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e
ae
CLIENT Initial ' lmri1EIF
TAI Initial AILTASSOCIATES,
v,nla 1 L
INC.
Lj ENGINEERS AND SURVEYORS
EXHIBIT B
SCHEDULE OF HOURLY RATES AND REIMBURSABLE EXPENSES
2021 Schedule of Hourly Rates 2021 Reimbursable Expenses
Classification Billing Rate Item Unit Unit Price
Engineering Intern $55.00
Engineering Copies Sq.Ft. $0.29
Engineer Level 1 $114.00 1-249 Sq.Ft.
Engineer Level II $126.00
Engineering Copies Sq.Ft. $0.27
Engineer Level III $138.00 250-999 Sq.Ft.
Engineer Level IV $153.00 Engineering Copies Sq.Ft. $0.25
Engineer Level V $173.00 1000-3999 Sq.Ft.
Engineer Level VI $198.00 Engineering Copies Sq.Ft. $0.23
Engineer VII $208.00 3999 Sq.Ft.&Up
Engineer VIII $239.00 Mylar Engineering Copies Each $8.00
up to 24"by 36"
Principal Engineer $245.00
Technician Level 1 $98.00 Color Presentation Grade Sq.Ft. $5.15
Large Format Print
Technician Level 11 $119.00
Comb Binding>120 Sheets Each $4.75
Technician Level III $139.00
Technician Level IV $151.00 Comb Binding<120 Sheets Each $3.50
Senior Technician $167.00 Binding Strips(Engineering Plans) Each $1.00
GIS Specialist 1 $98.00 5 Mil Laminating Each $1.25
GIS Specialist II $114.00
Copy 11"x 17" Each $0.50
GIS Specialist 111 $155.00 -Color
Clerical Level 1 $66.00
Copy 11"x 17" Each $0.25
Clerical Level II $78.00 -Black and White
Clerical Level III $91.00 Copy 8.5"x 11" Each $0.25
Survey Technician level 1 $66.00 -Color
Survey Technician Level 11 $81.00 Copy 8.5"x 11" Each $0.12
Survey Crew Chief $166.00 -Black and White
Professional Land Surveyor $200.00 Recorded Documents Each $25.00
Department Director $198.00 Plat Research Time and Material
Prevailing Wage Survey Foreman- $191.00
Per Diem Each Day $30.00
Prevailing Wage Survey Worker- $186.00
Sub Consultants Cost Plus 5% Field/Survey Truck Each Day $45.00
"Rates will be escalated for Overtime&Holiday Pay to Postage and Freight Cost
adjust for Premium Time based on the current Illinois
Department of Labor Rules Mileage Per Mile Federal Rate
Note: On January 111 of each year,the fees and hourly rates
may be escalated by an amount not to exceed five(5)
percent.
700 Geneva Parkway North,Suite B 40W201 Waseo Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
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Exhibit B
Schedule of Hourly Rates&Reimbursable Expenses
Page 2
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700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
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ce
CLIENT Initial ���j rl,ri1 ET
TAI Initial AV a' 1 -AL- %`
ASSOCIATES, INC.
ENGINEERS AND SURVEYORS
EXHIBIT C
SUPPLEMENTAL CONDITIONS
**NONE AT THIS TIME**
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
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I
CLIENT Initial � r 1 r 1 �
TAI Initial A ���."d �RL:a �
ASSOCIATES, INC.
ENGINEERS AND SURVEYORS
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700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
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CLIENT Initial �Tf?-o
rr r�'ER
TAI Initial
ASSOCIATES, INC.
ENGINEERS AND SURVEYORS
EXHIBIT D
CONTRACT ADDENDUM
Project Name.Interim Operations Assistance
Project No.OKB-010
Addendum No.
This is an addendum attached to,made part of and incorporated by reference into the Agreement between CLIENT and ENGINEER
for modification of scope and compensation for the PROJECT.All other terms and conditions of the original Agreement between
CLIENT and ENGINEER are unchanged by this Contract Addendum and shall remain in full force and effect and shall govern the
obligations of both CLIENT and ENGINEER,including obligations created by this Contract Addendum.
The contract modifications are described below:
1.
2.
3.
CONTRACT SUMMARY
Original Contract Amount $
Changes Prior to This Change $
Amount of This Change $
Revised Contract Amount: $
For purposes of expediency,ENGINEER and CLIENT agree that an executed electronic version of this Contract Addendum shall
suffice. The original of this Contract Addendum shall be returned to ENGINEER after execution.
CLIENT: ENGINEER:
VILLAGE OF OAK BROOK TROTTER AND ASSOCIATES,INC.
SIGNED:
TITLE TITLE
700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
0:262.729.4350 0:630.587.0470 0:224.225.1300
Exhibit D
Contract Addendum
Page 2
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700 Geneva Parkway North,Suite B 40W201 Wasco Rd.,Suite D 38 W.Grand Ave.,Suite 300
Lake Geneva,WI 53147 St.Charles,IL 60175 Fox Lake,IL 60020
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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:
A. General Liability - $2,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage, provided that when
the estimated cost of the work in question does not exceed $25,000, the
required limit shall be $1,000,000;
B. Automobile Liability (if applicable) - $1,000,000 combined single limit per
accident for bodily injury and property damage;
C. Worker's Compensation and Employer's Liability - Worker's Compensation
limits as required by the Labor Code of the State of Illinois and Employer's
Liability limits of$1,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by
the Village. At the option of the Village, either the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the Village, its
officers, officials, employees and volunteers; or the Insured shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses to the extent of such deductible or self-insured retention.
The policies shall contain, or be endorsed to contain, the following provisions:
D. General Liability and Automobile Liability Coverage -
(1) The Village, its officers, officials, employees and volunteers are to be
covered as additional insureds as respects: liability arising out of
activities performed by or on behalf of the Insured; premises owned,
occupied or used by the Insured. The coverage shall contain no
special limitations on the scope of protection afforded to the Village,
its officers, officials, employees, volunteers, or agents.
(2) The Insured's insurance coverage shall be primary insurance as
respects the Village, its officers, officials, employees, volunteers and
agents. Any insurance or self-insurance maintained by the Village,
its officers, officials, employees, volunteers or agents shall be in
excess of the Insured's insurance and shall not contribute with it.
(3) Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the Village, its officers, officials,
employees, volunteers or agents.
(4) The Insured's insurance shall apply separately to each covered party
against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
E. Worker's Compensation and Employer's Liability Coverage
The policy shall waive all rights of subrogation against the Village, its
officers, officials, employees, volunteers and agents for losses arising
from work performed by the insured for the Village.
Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days prior written notice by certified mail has been
given to the Village. Each insurance policy shall name the Village, its officers,
officials and employees, volunteers and agents as additional Insureds.
Insurance is to be placed with insurers with a Best's rating of no less than A:
VII.
Each Insured shall furnish the Village with certificates of insurance and with
original endorsements effecting coverage required by this provision. The
certificate and endorsements for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf. The
certificates and endorsements are to be on forms approved by the Village and
shall be subject to approval by the Village Attorney before work commences.
The Village reserves the right to require complete, certified copies of all
required insurance policies, at any time.
Each insured shall include all subcontractors as insureds under its policies or
shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements
stated herein.