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R-09-16 Authorizing The Execution Of Construction Of A 10' Wide Bi-Directional Bicycle Trail On The Commonwealth Edison Right- Of- Way RESOLUTION NO. R `1 -I A RESOLUTION OF THE VILLAGE OF LEMONT, COOK, DuPAGE, & WILL COUNTY(IES), ILLINOIS, AUTHORIZING THE EXECUTION OF THE LOCAL AGENCY AGREEMENT FOR FEDERAL PARTICIPATION AND THE PHASE I ENGINEERING SERVICES AGREEMENT FOR THE CONSTRUCTION OF A TEN FOOT WIDE BI-DIRECTIONAL BICYCLE TRAIL ON THE COMMONWEALTH EDISON RIGHT-OF-WAY FROM BELL ROAD TO DERBY ROAD (IDOT SECTION 14-00053-00-BT). BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Cook, DuPage, and Will County(ies), Illinois, as follows: SECTION 1 That the Local Agency Agreement for Federal participation with the State of Illinois Department of Transportation is hereby approved for the construction of ten foot wide bi-directional bicycle trail on the Commonwealth Edison right-of-way from Bell Road to Derby Road (IDOT Section 14- 00053-00-BT), in the amount of $145,000.00. The Village President is hereby authorized to execute the same for and on behalf of the Village. SECTION 2 That the Phase I Engineering Services Agreement for Federal Participation with Frank Novotny & Associates, Inc. is hereby approved for the construction of ten foot wide bi-directional bicycle trail on the Commonwealth Edison right-of-way from Bell Road to Derby Road (IDOT Section 14- 00053-00-BT), in the amount of $144,901.00. The Village President is hereby authorized to execute the same for and on behalf of the Village. SECTION 3 That the Village hereby appropriates, designates and sets aside the amount of $145,000.00 for payment of Phase I Engineering, subject to reimbursement from the Illinois Department of Transportation, at a rate not to exceed 80% for the construction of ten foot wide bi-directional bicycle trail on the Commonwealth Edison right-of-way from Bell Road to Derby Road (IDOT Section 14-00053-00-BT). SECTION 4 That this Resolution shall be in full force and effect from and after its adoption and approval as provided by law. THIS RESOLUTION was adopted by the President and Board of Trustees of the Village of Lemont, and deposited in the office of the Village Clerk, this 8th day of February, 2016. Charlene M. Smollen, Village Clerk AP T VED b ._ .410011117th day of February,ry, 2016. - - - . Reave , -resident 1 268 RESOLUTION Local Agency State Contract Day Labor Local Contract RR Force Account 16 hinois Department of Transportation Village of Lemont X Local Agency Agreement Section Fund Type ITEP and/or SRTS Number for Federal Participation 14-00053-00-BT. STU Construction Engineering Right-of-Way Job Number Project Number Job Number Project Number Job Number Project Number P-91-186-15 M-4003(460) This Agreement is made and entered into between the above local agency hereinafter referred to as the"LA"and the state of Illinois, acting by and through its Department of Transportation, hereinafter referred to as"STATE". The STATE and LA jointly propose to improve the designated location as described below. The improvement shall be constructed in accordance with plans prepared by,or on behalf of the LA, approved by the STATE and the STATE's policies and procedures approved and/or required by the Federal Highway Administration hereinafter referred to as"FHWA". Location Local Name Commonwealth Edison Right of Way Route Off-System Length 1.61 miles Termini Derby Road to Bell Road Current Jurisdiction LA TIP Number 06-15-0006 Existing Structure No N/A Project Description Phase I Preliminary Engineering for a multi-use path Division of Cost Type of Work STU % % LA %/o Total Participating Construction ( ) ( ) ( ) Non-Participating Construction ( ) ( ) ( ) Preliminary Engineering 116,000 ( * ) ( ) 29,000 ( BAL ) 145,000 Construction Engineering ( ) ( ) ( ) • Right of Way ( ) ( ) ( ) Railroads ( ) ( ) ( ) Utilities ( ) ( ) ( ) Materials TOTAL $ 116,000 $ $ 29,000 $ 145,000 *Maximum FHWA(STU) participation 80% not to exceed$116,000. NOTE: The costs shown in the Division of Cost table are approximate and subject to change. The final LA share is dependent on the final Federal and State participation. The actual costs will be used in the final division of cost for billing and reimbursment. If funding is not a percentage of the total,place an asterisk in the space provided for the percentage and explain above. Local Agency Appropriation By execution of this Agreement,the LA attests that sufficient moneys have been appropriated or reserved by resolution or ordinance to fund the LA share of project costs. A copy of the resolution or ordinance is attached as an addendum. Method of Financing(State Contract Work) METHOD A---Lump Sum(80%of LA Obligation) METHOD B--- Monthly Payments of due by the of each successive month. METHOD C--=LA's Share divided by estimated total cost multiplied by actual progress payment. (See page two for details of the above methods and the financing of Day Labor and Local Contracts) Printed on 12/10/2015 Page 1 of 5 BLR 05310(Rev. 10/06/14) Agreement Provisions THE LA AGREES: (1) To acquire in its name, or in the name of the state if on the state highway system,all right-of-way necessary for this project in accordance with the requirements of Titles II and III of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and established state policies and procedures. Prior to advertising for bids,the LA shall certify to the STATE that all requirements of Titles I I and III of said Uniform Act have been satisfied. The disposition of encroachments, if any,will be cooperatively determined by representatives of the LA, and STATE and the FHWA, if required. (2) To provide for all utility adjustments,and to regulate the use of the right-of-way of this improvement by utilities, public and private,in accordance with the current Utility Accommodation Policy for Local Agency Highway and Street Systems. (3) To provide for surveys and the preparation of plans for the proposed improvement and engineering supervision during construction of the proposed improvement. (4) To retain jurisdiction of the completed improvement unless specified otherwise by addendum(addendum should be accompanied by a location map). If the improvement location is currently under road district jurisdiction,an addendum is required. (5) To maintain or cause to be maintained,in a manner satisfactory to the STATE and FHWA,the completed improvement,or that portion of the completed improvement within its jurisdiction as established by addendum referred to in item 4 above. (6) To comply with all applicable Executive Orders and Federal Highway Acts pursuant to the Equal Employment Opportunity and Nondiscrimination Regulations required by the U.S. Department of Transportation. (7) To maintain,for a minimum of 3 years after the completion of the contract, adequate books,records and supporting documents to verify the amounts, recipients and uses of all disbursements of funds passing in conjunction with the contract;the contract and all books, records and supporting documents related to the contract shall be available for review and audit by the Auditor General and the department; and the LA agrees to cooperate fully with any audit conducted by the Auditor General and the department;and to provide full access to all relevant materials. Failure to maintain the books, records and supporting documents required by this section shall establish a presumption in favor of the STATE for the recovery of any funds paid by the STATE under the contract for which adequate books, records and supporting documentation are not available to support their purported disbursement. (8) To provide if required,for the improvement of any railroad-highway grade crossing and rail crossing protection within the limits of the proposed improvement. (9) To comply with Federal requirements or possibly lose(partial or total)Federal participation as determined by the FHWA. • (10) (State Contracts Only) That the method of payment designated on page one will be as follows: Method A- Lump Sum Payment. Upon award of the contract for this improvement,the LA will pay to the STATE within thirty(30) calendar days of billing,in lump sum,an amount equal to 80%of the LA's estimated obligation incurred under this Agreement. The LA will pay to the STATE the remainder of the LA's obligation(including any nonparticipating costs) within thirty(30) calendar days of billing in a lump sum, upon completion of the project based upon final costs. Method B- Monthly Payments. Upon award of the contract for this improvement,the LA will pay to the STATE,a specified amount each month for an estimated period of months, or until 80%of the LA's estimated obligation under the provisions of the Agreement has been paid,and will pay to the STATE the remainder of the LA's obligation(including any nonparticipating costs)in a lump sum, upon completion of the project based upon final costs. Method C- Progress Payments. Upon receipt of the contractor's first and subsequent progressive bills for this improvement,the LA will pay to the STATE within thirty(30)calendar days of reciept, an amount equal to the LA's share of the construction cost divided by the estimated total cost,multiplied by the actual payment(appropriately adjusted for nonparticipating costs)made to the contractor until the entire obligation incurred under this Agreement has been paid. Failure to remit the payment(s)in a timely manner as required under Methods A, B,or C, shall allow the STATE to internally offset, reduce, or deduct the arrearage from any payment or reimbursement due or about to become due and payable from the STATE to LA on this or any other contract. The STATE, at its sole option,upon notice to the LA, may place the debt into the the Illinois Comptroller's Offset System(30 ILCS 105/10.05)or take such other and further action as my be required to recover the debt. (11) (Day Labor or Local Contracts) To provide or cause to be provided all of the initial funding, equipment, labor, material and services • necessary to construct the complete project. (12) (Preliminary Engineering) In the event that right-of-way acquisition for, or actual construction of the project for which this preliminary engineering is undertaken with Federal participation is not started by the close of the tenth fiscal year following the fiscal year in which this agreement is executed,the LA will repay the STATE any Federal funds received under the terms of this Agreement. (13) (Right-of-Way Acquisition) In the event that the actual construction of the project on this right-of-way is not undertaken by the close of the twentieth fiscal year following the fiscal year in which this Agreement is executed,the LA will repay the STATE any Federal Funds received under the terms of this Agreement. Printed on 12/10/2015 Page 2 of 5 BLR 05310(Rev. 10/06/14) (14) (Railroad Related Work Only) The estimates and general layout plans for at-grade crossing improvements should be forwarded to the Rail Safety and Project Engineer, Room 204, Illinois Department of Transportation,2300 South Dirksen Parkway,Springfield, Illinois, 62764. Approval of the estimates and general layout plans should be obtained prior to the commencement of railroad related work. All railroad related work is also subject to approval be the Illinois Commerce Commission(ICC). Final inspection for railroad related work should be coordinated through appropriate IDOT District Bureau of Local Roads and Streets office. Plans and preemption times for signal related work that will be interconnected with traffic signals shall be submitted to the ICC for review and approval prior to the commencement of work. Signal related work involving interconnects with state maintained traffic signals should also be coordinated with the(DOT's District Bureau of Operations. The LA is responsible for the payment of the railroad related expenses in accordance with the LA/railroad agreement prior to requesting reimbursement from IDOT. Requests for reimbursement should be sent to the appropriate IDOT District Bureau of Local Roads and Streets office. Engineer's Payment Estimates in accordance with the Division of Cost on page one. (15) And certifies to the best of its knowledge and belief its officials: (a) are not presently debarred,suspended,proposed for debarment,declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency; (b) have not within a three-year period preceding this Agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining,attempting to obtain or performing a public(Federal, State or local)transaction or contract under a public transaction;violation of Federal or State antitrust statutes or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records, making false statements receiving stolen property; (c) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity(Federal,State, local)with commission of any of the offenses enumerated in item(b)of this certification; and (d) have not within a three-year period preceding the Agreement had one or more public transactions(Federal,State, local) terminated for cause or default. (16) To include the certifications, listed in item 15 above and all other certifications required by State statutes, in every contract, including procurement of materials and leases of equipment. (17) (State Contracts) That execution of this agreement constitutes the LA's concurrence in the award of the construction contract to the. responsible low bidder as determined by the STATE. (18) That for agreements exceeding$100,000 in federal funds, execution of this Agreement constitutes the LA's certification that: (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress,an officer or employee of Congress or any employee of a Member of Congress in connection with the awarding of any Federal contract,the making of any cooperative agreement,and the extension,continuation,renewal,amendment or modification of any Federal contract,grant, loan or cooperative agreement; (b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress or an employee of a Member of Congress,in connection with this Federal contract,grant, loan or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,"Disclosure Form to Report Lobbying",in accordance with its instructions; (c) The LA shall require that the language of this certification be included in the award documents for all subawards at all ties (including subcontracts,subgrants and contracts under grants,loans and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. (19) To regulate parking and traffic in accordance with the approved project report. (20) To regulate encroachments on public right-of-way in accordance with current Illinois Compiled Statutes. (21) To regulate the discharge of sanitary sewage into any storm water drainage system constructed with this improvement in accordance with current Illinois Compiled Statutes. (22) That the LA may invoice the STATE monthly for the FHWA and/or STATE share of the costs incurred for this phase of the improvement. The LA will submit supporting documentation with each request for reimbursement from the STATE. Supporting documentation is defined as verification of payment, certified time sheets,vendor invoices,vendor receipts,and other documentation supporting the requested reimbursement amount. (23) To complete this phase of the project within three years from the date this agreement is approved by the STATE if this portion of the project described in the Project Description does not exceed$1,000,000(five years if the project costs exceed$1,000,000). (24) Upon completion of this phase of the improvement,the LA will submit to the STATE a complete and detailed final invoice with all applicable supporting supporting documentation of all incurred costs, less previous payments,no later than one year from the date of completion of this phase of the improvement. If a final invoice is not received within one year of completion of this phase of the improvement,the most recent invoice may be considered the final invoice and the obligation of the funds closed. Printed on 12/10/2015 Page 3 of 5 BLR 05310(Rev. 10/06/14) (25) (Single Audit Requirements) That if the LA expends$500,000 or more a year in federal financial assistance they shall have an audit made in accordance with the Office of Management and Budget(OMB)Circular No.A-133. LA's that expend less than $500,000 a year shall be exempt from compliance. A copy of the audit report must be submitted to the STATE (Office of Finance and Administration,Audit Coordination Section,2300 South Dirksen Parkway, Springfield, Illinois,62764),within 30 days after the completion of the audit, but no later than one year after the end of the LA's fiscal year. The CFDA number for all highway planning and construction activities is 20.205. (26) That the LA is required to register with the System for Award Management or SAM (formerly Central Contractor Registration (CCR)),which is a web-enabled government-wide application that collects,validates, stores,and disseminates business information about the federal government's trading partners in support of the contract award and the electronic payment processes. To register or renew, please use the following website:https://www.sam.gov/portal/public/SAM/#1. THE STATE AGREES: (1) To provide such guidance,assistance and supervision and to monitor and perform audits to the extent necessary to assure validity of the LA's certification of compliance with Titles II and III requirements. (2) (State Contracts) To receive bids for the construction of the proposed improvement when the plans have been approved by the STATE(and FHWA, if required)and to award a contract for construction of the proposed improvement, after receipt of a satisfactory bid. (3) (Day Labor) To authorize the LA to proceed with the construction of the improvement when Agreed Unit Prices are approved and to reimburse the LA for that portion of the cost payable from Federal and/or State funds based on the Agreed Unit Prices and Engineer's Payment Estimates in accordance with the Division of Cost on page one. (4) (Local Contracts) That for agreements with Federal and/or State funds in engineering,right-of-way, utility work and/or construction work: (a) To reimburse the LA for the Federal and/or State share on the basis of periodic billings, provided said billings contain sufficient cost information and show evidence of payment by the LA; (b) To provide independent assurance sampling,to furnish off-site material inspection and testing at sources normally visited by STATE inspectors of steel,cement,aggregate,structural steel and other materials customarily tested by the STATE. IT IS MUTUALLY AGREED: (1) Construction of the project will utilize domestic steel as required by Section 106.01 of the current edition of the Standard Specifications for Road and Bridge Construction. (2) That this Agreement and the covenants contained herein shall become null and void in the event that the FHWA does not approve the proposed improvement for Federal-aid participation or the contract covering the construction work contemplated herein is not awarded within three years of the date of execution of this Agreement. (3) This Agreement shall be binding upon the parties,their successors and assigns. (4) For contracts awarded by the LA,the LA shall not discriminate on the basis of race,color, national origin or sex in the award and performance of any USDOT—assisted contract or in the administration of its DBE program or the requirements of 49 CFR part 26. The LA shall take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of USDOT—assisted contracts. The LA's DBE program,as required by 49 CFR part 26 and as approved by USDOT, is incorporated by reference in this Agreement. Upon notification to the recipient of its failure to carry out its approved program,the department may impose sanctions as provided for under part 26 and may,in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986(31 U.S.C.3801 et seq.). In the absence of a USDOT—approved LA DBE Program or on State awarded contracts,this Agreement shall be administered under the provisions of the STATE's USDOT approved Disadvantaged Business Enterprise Program. (5) In cases where the STATE is reimbursing the LA,obligations of the STATE shall cease immediately without penalty or further payment being required if, in any fiscal year,the Illinois General Assembly or applicable Federal Funding source fails to appropriate - or otherwise make available funds for the work contemplated herein. (6) All projects for the construction of fixed works which are financed in whole or in part with funds provided by this Agreement and/or amendment shall be subject to the Prevailing Wage Act(820 ILCS 130/0.01 et seq.)unless the provisions of that Act exempt its application • Printed on 12/10/2015 Page 4 of 5 BLR 05310(Rev. 10/06/14) ADDENDA Additional information and/or stipulations are hereby attached and identified below as being a part of this Agreement. Number 1-Location Map. . (Insert addendum numbers and titles as applicable) • The LA further agrees, as a condition of payment, that it accepts and will comply with the applicable provisions set forth in this Agreement and all exhibits indicated above. APPROVED APPROVED Local Agency State of Illinois Department of Transportation Brian K. Reaves Name of Official (Print or Type Name) Randall S.Blankenhorn,Acting Secretary Date • Village President By: Title (County Board Chairperson/ a or/Village President/etc.) Aaron A.Weatherholt,Deputy Director of Highways Date AtewOmer Osman,Director of Highways/Chief Engineer Date (Sigma` • Date The above signature certifies the agency's TIN number is William M.Barnes,Chief Counsel Date 36-6005968 conducting business as a Governmental Entity. DUNS Number 037044682 Director of Finance and Administration Date • NOTE: If signature is by an APPOINTED official,a resolution authorizing said appointed official to execute this agreement is required. Printed on 12/10/2015 Page 5 of 5 BLR 05310(Rev. 10/06/14) 0 8 II 0 g le , 1 •'• . ; I 0. hi I ' x z I a i 4 3 (ssc argil MOO me CC. ' I 9 ! i d d j j II 0 1 i i i 9 1 i ' I. AVM alp 1NOI8 NOW 3 _ Hl IY]MNOryypO (In i 1_- /\ 9 i d j j 9 j �3 11.O o � ' i ' 4 j i L. Lim , 1. J R Q ji a s +4 Ile T j j i ie 1 Z m J V ••••■•/ 9 4 i a a V .W J 4 j �J _ 4 Q 1■I rt 8 ,..„ 4 i ! 4 is pp., O -.;-) r Z ,p, Ill W 9 4 j i i 1 OIL- 0 HF ce— La cn o s ss o.ds O I K �r r CC o W Z I Th .1k-11 CC 0 EL LL W Wp :_' 7 (no I,..J 8 L, 0 L 1 li, , . ,_ c,...) c, , I i-0\44 ,... „,..... . , 16 , i ioic ›,- >,.. , . ..„, ,, , . L, 1 , _1 o m , _ ,.., : „—.1. co .> >-. CI :pill . , 0 _ MP ,..i___' //' 40 . 0, ... 1 1.2. 1 F... . , ej (Alit' Cli :•-" , i.: 1 1 ,.. • M Waigilize. , I,r., '......11P7.... :.[0:1 I .1, ,gre„ 0 ViliFZ: . m a _,....LS*GUAVA./N u I HO AIM305v. 111 Local Agency Consultant Village of Lemont L llinois Department Frank Novotny&Associates, Inc p of Transportation � County C o Address Cook A N 545 Plainfield Road—Suite A Section L S City 14-00053-00-BT lJ Willowbrook • Project No. A Preliminary Engineering State M-4003(460) Services Agreement Illinois Job No. C' For T Zip Code P 91-186-15 E Federal Participation A 60527 Contact Name/Phone/E-mail Address N N Contact Name/Phone/E-mail Address George Schafer C T James L.Cainkar,P.E.,P.L.S. 630-257-1590 Y 630-887-8640 aschafer(alemont.il.us _ iimcainkarCa franknovotnvenciineerina.co THIS AGREEMENT is made and entered into this day of , 2016 between the above Local Agency(LA)and Consultant(ENGINEER)and covers certain professional engineering services in connection with the PROJECT. Federal-aid funds allotted to the LA by the state of Illinois under the general supervision of the Illinois Department of Transportation (STATE)will be used entirely or in part to finance engineering services as described under AGREEMENT PROVISIONS. Project Description Name ConnEd Right-of-Way Trail Route N/A Length 1.61 Mi Structure No. N/A Termini Bell Road(FAP 356)and Derby Road(FAU 1024) • Description Construction of a ten foot wide bi-ditectional bicycle trail on the Commonweath Edison Right-of-Way from Bell Road to Derby Road. Agreement Provisions I. THE ENGINEER AGREES, 1. To perform or be responsible for the performance, in accordance with STATE approved design standards and policies,of engineering services for the LA for the proposed improvement herein described. 2. To attend any and all meetings and visit the site of the proposed improvement at any reasonable time when requested by representatives of the LA or STATE. 3. To complete the services herein described within 300 calendar days from the date of the Notice to Proceed from the LA,excluding from consideration periods of delay caused by circumstances beyond the control of the ENGINEER. 4. The classifications of the employees used in the work should be consistent with the employee classifications and estimated man- hours shown in EXHIBIT A. If higher-salaried personnel of the firm,including the Principal Engineer, perform services that are indicated in Exhibit A to be performed by lesser-salaried personnel,the wage rate billed for such services shall be commensurate with the payroll rate for the work performed. 5. That the ENGINEER is qualified technically and is entirely conversant with the design standards and policies applicable for the PROJECT;and that the ENGINEER has sufficient properly trained,organized and experienced personnel to perform the services enumerated herein. 6. That the ENGINEER shall be responsible for the accuracy of the work and shall promptly make necessary revisions or corrections resulting from the ENGINEER's errors, omissions or negligent acts without additional compensation. Acceptance of work by the STATE will not relieve the ENGINEER of the responsibility to make subsequent correction of any such errors or omissions or for clarification of any ambiguities. 7. That all plans and other documents furnished by the ENGINEER pursuant to this AGREEMENT will be endorsed by the ENGINEER • and will affix the ENGINEER's professional seal when such seal is required by law. Plans for structures to be built as a part of the improvement will be prepared under the supervision of a registered structural engineer and will affix structural engineer seal when such seal is required by law. It will be the ENGINEER's responsibility to affix the proper seal as required by the Bureau of Local Roads and Streets manual published by the STATE. 8. That the ENGINEER will comply with applicable federal statutes,state of Illinois statutes,and local laws or ordinances of the LA. Page 1 of 7 BLR 05610(Rev. 11/21/13) Printed on 1/25/2016 2:52:59 PM 9. The undersigned certifies neither the ENGINEER nor I have: a. employed or retained for commission, percentage, brokerage, contingent fee or other considerations,any firm or person(other than a bona fide employee working solely for me or the above ENGINEER)to solicit or secure this AGREEMENT, b. agreed, as an express or implied condition for obtaining this AGREEMENT,to employ or retain the services of any firm or person in connection with carrying out the AGREEMENT or c. paid,or agreed to pay any firm,organization or person(other than a bona fide employee working solely for me or the above ENGINEER)any fee,contribution,donation or consideration of any kind for, or in connection with, procuring or carrying out the AGREEMENT. d. are not presently debarred,suspended,proposed for debarment,declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency, e. have not within a three-year period preceding the AGREEMENT been convicted of or had a civil judgment rendered against them for commission of fraud or criminal offense in connection with obtaining,attempting to obtain or performing a public (Federal, State or local)transaction;violation of Federal or State antitrust statutes or commission of embezzlement,theft, forgery, bribery,falsification or destruction of records,making false statements or receiving stolen property, f. are not presently indicted for or otherwise criminally or civilly charged by a government entity(Federal,State or local)with commission of any of the offenses enumerated in paragraph(e)and g. have not within a three-year period preceding this AGREEMENT had one or more public transactions(Federal,State or local) terminated for cause or default. 10. To pay its subconsultants for satisfactory performance no later than 30 days from receipt of each payment from the LA. 11. To submit all invoices to the LA within one year of the completion of the work called for in this AGREEMENT or any subsequent Amendment or Supplement. 12. To submit BLR 05613, Engineering Payment Report,to the STATE upon completion of the project(Exhibit B). 13. Scope of Services to be provided by the ENGINEER: ® Make such detailed surveys as are necessary for the planning and design of the PROJECT. ❑ Make stream and flood plain hydraulic surveys and gather both existing bridge upstream and downstream high water data and flood flow histories. ® Prepare applications for U.S.Army Corps of Engineers Permit, Illinois Department of Natural Resources Office of Water Resources Permit and Illinois Environmental Protection Agency Section 404 Water Quality Certification. ❑ Design and/or approve cofferdams and superstructure shop drawings. ❑ Prepare Bridge Condition Report and Preliminary Bridge Design and Hydraulic Report, (including economic analysis of bridge or culvert types and high water effects on roadway overflows and bridge approaches). ® Prepare the necessary environmental and planning documents including the Project Development Report, Environmental Class of Action Determination or Environmental Assessment, State Clearinghouse,Substate Clearinghouse and all necessary environmental clearances. ® Make such soil surveys or subsurface investigations including borings and soil profiles as may be required to furnish sufficient data for the design of the proposed improvement. Such investigations to be made in accordance with the current Standard • Specifications for Road and Bridge Construction,Bureau of Local Roads and Streets Administrative Policies,Federal-Aid Procedures for Local Highway Improvements or any other applicable requirements of the STATE. ❑ Analyze and evaluate the soil surveys and structure borings to determine the roadway structural design and bridge foundation. ® Prepare preliminary roadway and drainage structure plans and meet with representatives of the LA and STATE at the site of the improvement for review of plans prior to the establishment of final vertical and horizontal alignment,location and size of drainage structures, and compliance with applicable design requirements and policies. ❑ Make or cause to be made such traffic studies and counts and special intersection studies as may be required to furnish sufficient . data for the design of the proposed improvement. ❑ Complete the general and detailed plans,special provisions and estimate of cost. Contract plans shall be prepared in accordance with the guidelines contained in the Bureau of Local Roads and Streets manual. The special provisions and detailed estimate of cost shall be furnished in quadruplicate. ® Furnish the LA with survey and drafts in quadruplicate all necessary right-of-way dedications,construction easements and borrow pit and channel change agreements including prints of the corresponding plats and staking as required. Page 2 of 7 BLR 05610(Rev.11/21/13) Printed on 1/25/2016 2:52:59 PM II. THE LA AGREES, 1. To furnish the ENGINEER all presently available survey data and information 2. To pay the ENGINEER as compensation for all services rendered in accordance with this AGREEMENT,on the basis of the following compensation formulas: Cost Plus Fixed Fee ❑ CPFF=14.5%[DL+R(DL)+OH(DL)+ IHDC], or CPFF=14.5%[DL+ R(DL)+ 1.4(DL)+IHDC],or ❑ CPFF=14.5%[(2.3+R)DL+IHDC] Where: DL=Direct Labor IHDC= In House Direct Costs OH=Consultant Firm's Actual Overhead Factor R=Complexity Factor Specific Rate ❑ (Pay per element) Lump Sum ❑ 3. To pay the ENGINEER using one of the following methods as required by 49 CFR part 26 and 605 ILCS 5/5-409: ❑ With Retainage a) For the first 50%of completed work,and upon receipt of monthly invoices from the ENGINEER and the approval thereof by the LA,monthly payments for the work performed shall be due and payable to the ENGINEER, such payments to be equal to 90%of the value of the partially completed work minus all previous partial payments made to the ENGINEER. b) After 50%of the work is completed,and upon receipt of monthly invoices from the ENGINEER and the approval thereof by the LA,monthly payments covering work performed shall be due and payable to the ENGINEER, such payments to be equal to 95%of the value of the partially completed work minus all previous partial payments made to the ENGINEER. c) Final Payment—Upon approval of the work by the LA but not later than 60 days after the work is completed and reports have been made and accepted by the LA and the STATE,a sum of money equal to the basic fee as determined in this AGREEMENT less the total of the amounts of partial payments previously paid to the ENGINEER shall be due and payable to the ENGINEER. ® Without Retainage a) For progressive payments—Upon receipt of monthly invoices from the ENGINEER and the approval thereof by the LA, monthly payments for the work performed shall be due and payable to the ENGINEER, such payments to be equal to the value of the partially completed work minus all previous partial payments made to the ENGINEER. b) Final Payment—Upon approval of the work by the LA but not later than 60 days after the work is completed and reports have been made and accepted by the LA and STATE,a sum o money equal to the basic fee as determined in this AGREEMENT less the total of the amounts of partial payments previously paid to the ENGINEER shall be due and payable to the ENGINEER. 4. The recipient shall not discriminate on the basis of race,color, national origin or sex in the award and performance of any DOT- assisted contract or in the administration of its DBE program or the requirements of 49 CFR part 26. The recipient shall take all necessary and reasonable steps under 49 CFR part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. The recipient's DBE program,as required by 49 CFR part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program,the Department may impose sanctions as provided for under part 26 and may,in appropriate cases,refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986(31 U.S.C.3801 et seq.). III. IT IS MUTALLY AGREED, 1. That no work shall be commenced by the ENGINEER prior to issuance by the LA of a written Notice to Proceed. 2. That tracings,plans,specifications,estimates, maps and other documents prepared by the ENGINEER in accordance with this AGREEMENT shall be delivered to and become the property of the LA and that basic survey notes,sketches,charts and other data prepared or obtained in accordance with this AGREEMENT shall be made available, upon request,to the LA or to the STATE, without restriction or limitation as to their use. Page 3 of 7 BLR 05610(Rev.11/21/13) Printed on 1/25/2016 2:52:59 PM 3. That all reports, plans,estimates and special provisions furnished by the ENGINEER shall be in accordance with the current Standard Specifications for Road and Bridge Construction, Bureau of Local Roads and Streets Administrative Policies, Federal-Aid Procedures for Local Highway Improvements or any other applicable requirements of the STATE,it being understood that all such furnished documents shall be approved by the LA and the STATE before final acceptance. During the performance of the engineering services herein provided for,the ENGINEER shall be responsible for any loss or damage to the documents herein enumerated while they are in the ENGINEER's possession and any such loss or damage shall be restored at the ENGINEER's • expense. • 4. That none of the services to be furnished by the ENGINEER shall be sublet, assigned or transferred to any other party or parties without written consent of the LA. The consent to sublet,assign or otherwise transfer any portion of the services to be furnished by the ENGINEER shall not be construed to relieve the ENGINEER of any responsibility for the fulfillment of this agreement. 5. To maintain,for a minimum of 3 years after the completion of the contract,adequate books, records and supporting documents to verify the amounts, recipients and uses of all disbursements of funds passing in conjunction with the contract;the contract and all books, records and supporting documents related to the contract shall be available for review and audit by the Auditor General and the STATE;and to provide full access to all relevant materials. Failure to maintain the books,records and supporting documents required by this section shall establish a presumption in favor of the STATE for the recovery of any funds paid by the STATE under the contract for which adequate books,records and supporting documentation are not available to support their purported disbursement. 6. The payment by the LA in accordance with numbered paragraph 3 of Section II will be considered payment in full for all services rendered in accordance with this AGREEMENT whether or not they be actually enumerated in this AGREEMENT. 7. That the ENGINEER shall be responsible for any and all damages to property or persons arising out of an error, omission and/or negligent act in the prosecution of the ENGINEER'S work and shall indemnify and save harmless the LA,the STATE, and their officers,agents and employees from all suits,claims,actions or damages of any nature whatsoever resulting there from. These indemnities shall not be limited by the listing of any insurance policy. 8. This AGREEMENT may be terminated by the LA upon giving notice in writing to the ENGINEER at the ENGINEER's last known post office address. Upon such termination,the ENGINEER shall cause to be delivered to the LA all drawings, plats, surveys,reports, permits,agreements,soils and foundation analysis, provisions, specifications, partial and completed estimates and data, if any from soil survey and subsurface investigation with the understanding that all such material becomes the property of the LA. The LA will be responsible for reimbursement of all eligible expenses to date of the written notice of termination. 9. This certification is required by the Drug Free Workplace Act(30ILCS 580). The Drug Free Workplace Act requires that no grantee or contractor shall receive a grant or be considered for the purpose of being awarded a contract for the procurement of any property or service from the State unless that grantee or contractor will provide a drug free workplace. False certification or violation of the certification may result in sanctions including,but not limited to,suspension of contract or grant payments,termination of a contract or grant and debarment of the contracting or grant opportunities with the State for at least one(1)year but no more than five(5)years. For the purpose of this certification,"grantee"or"contractor"means a corporation, partnership or other entity with twenty-five(25)or more employees at the time of issuing the grant,or a department,division or other unit thereof,directly responsible for the specific performance under a contract or grant of$5,000 or more from the State,as defined in the Act. The contractor/grantee certifies and agrees that it will provide a drug free workplace by: a. Publishing a statement: (1) Notifying employees that the unlawful manufacture,distribution,dispensing, possession or use of a controlled substance, including cannabis,is prohibited in the grantee's or contractors workplace. (2) Specifying the actions that will be taken against employees for violations of such prohibition. (3) Notifying the employee that,as a condition of employment on such contract or grant,the employee will: (a) abide by the terms of the statement;and (b) notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five(5) days after such conviction. b. Establishing a drug free awareness program to inform employees about: (1) The dangers of drug abuse in the workplace; (2) The grantee's or contractor's policy of maintaining a drug free workplace; (3) Any available drug counseling, rehabilitation and employee assistance program;and (4) The penalties that may be imposed upon an employee for drug violations. c. Providing a copy of the statement required by subparagraph(a)to each employee engaged in the performance of the contract or grant and to post the statement in a prominent place in the workplace. d. Notifying the contracting or granting agency within ten (10)days after receiving notice under part(B)of paragraph(3)of subsection(a)above from an employee or otherwise receiving actual notice of such conviction. e. Imposing a sanction on, or requiring the satisfactory participation in a drug abuse assistance or rehabilitation program by f. Assisting employees in selecting a course of action in the event drug counseling,treatment and rehabilitation is required and indicating that a trained referral team is in place. g. Making a good faith effort to continue to maintain a drug free workplace through implementation of the Drug Free Workplace Act. Page 4 of 7 Printed on 1/25/2016 2:52:59 PM BLR 05610(Rev. 11/21/13) 10. The ENGINEER or subconsultant shall not discriminate on the basis of race,color,national origin or sex in the performance of this AGREEMENT. The ENGINEER shall carry out applicable requirements of 49 CFR part 26 in the administration of DOT assisted contracts. Failure by the ENGINEER to carry out these requirements is a material breach of this AGREEMENT,which may result in the termination of this AGREEMENT or such other remedy as the LA deems appropriate. • • Agreement Summary • Prime Consultant: TIN Number Agreement Amount Frank Novotny&Associates, Inc. 36-2728920 $111,328.00 Sub-Consultants: TIN Number Agreement Amount Crawford,Murphy and Tilly, Inc. • 37-0844662 $11,319.00 Seeco Consultants Inc. 36-3458492 $6,720.00 Christopher B. Burke Engineering,LTD. 36-3468939 $15,534.00 Sub-Consultant Total: $33,573.00 Prime Consultant Total: $111,328.00 Total for all Work: $144,901.00 Executed by the LA: Village of Lemont (Munici pa I ityrrownshi p/County) ATTEST- BY: /I By: elialtel/1--t 141Ze161<.— - .4,411 Charlene M. Smollen Clerk Title: Brian K. Reaves,Village Presi•-nt (SEAL) Executed by the ENGINEER: ATTEST: Frank Novotny&Associates, Inc. By: By: Title: John E. Fitzgerald, Secretary Title: James L. 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CC m = o \ { u a_ a_ = o m « Cl) 0 d@ < ; \ Exhibit B Illinois Department of Transportation Engineering Payment Report • Prime Consultant • Name Frank Novotny&Assoc., Inc. Address 545 Plainfield Rd—Suite A Willowbrook, II Telephone 630-887-8640 TIN Number 36-2728920 Project Information Local Agency Village of Lemont Section Number 14-00053-00-BT Project Number M-4003(460) _ Job Number P 91-186-15 This form is to verify the amount paid to the Sub-consultant on the above captioned contract. Under penalty of law for perjury or falsification, the undersigned certifies that work was executed by the Sub-consultant for the amount listed below. Sub-Consultant Name TIN Number Actual Payment from Prime O�II E TO ph cortnej___ • Sub-Consultant Total: Prime Consultant Total: Total for all Work Completed: Signature and title of Prime Consultant—James L.Cainkar,President Date Note: The Department of Transportation is requesting disclosure of information that is necessary to accomplish the statutory purpose as outlined under state and federal law. Disclosure of this information is REQUIRED and shall be deemed as concurring with the payment amount specified above. For information about IDOTs collection and use of confidential information review the department's Identity Protection Policy. Page 7 of 7 BLR 05610(Rev. 11/21/13) Printed on 1/25/2016 2:52:59 PM BLR 05610(Rev.5/06) Frank Novotny &Associates, Inc. AVERAGE HOURLY PAYROLL RATES Effective Date: January 1,2016 PAYROLL CLASSIFICATION PAYROLL RATE RANGE AVERAGE PAYROLL RATE PRINCIPAL 70.00 TO 70.00 70.00 PROJECT MANAGER 64.28 TO 64.28 64.28 PROJECT ENGINEER 64.28 TO 64.28 64.28 CIVIL ENGINEER II 43.85 TO 45.32 44.59 SENIOR TECHNICIAN 39.31 TO 46.82 43.95 INSPECTOR 43.85 TO 64.28 49.20 SURVEYING TECHNICIAN 39.31 TO 64.28 47.55 CAD TECHNICIAN 23.59 TO 45.32 37.62 G.I.S. TECHNICIAN 24.04 TO 24.04 24.04 TECHNICAL ASSISTANT 11.00 TO 15.00 13.00 I _ VILLAGE OF LEMONT SECTION 14-00053-00-BT COMED RIGHT-OF-WAY TRAIL BELL ROAD TO DERBY ROAD SCHEDULE PHASE 1 ENGINEERING AGREEMENT APPROVAL May 2016 INFORMATION GATHERING May to June 2016 SURVEY May to June 2016 PESA INVESTIGATION May to November 2016 REPORT WRITING AND REVISION July 2016 to November 2016 PHASE 1 ENGINEERING COMPLETE November 2016 STANDARD AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT made between Frank Novotny & Associates, Inc., whose address is 545 Plainfield Rd. Suite A, Willowbrook, IL 60527 hereinafter called the CLIENT and Crawford, Murphy& Tilly, Inc., Consulting Engineers, 2750 West Washington Street, Springfield, Illinois 62702,hereinafter called the ENGINEER. WITNESSETH,that whereas the CLIENT desires the following described professional engineering,land surveying or architectural services: Surveying services for the Community Bicycle Path—ComEd Right-of-Way Trail as described in Survey Scope-Exhibit A. NOW THEREFORE, the ENGINEER agrees to provide the above described services and the CLIENT agrees to compensate the ENGINEER for these services in the manner checked below: ® On a time and expense basis in accordance with Exhibit B which is subject to change at the beginning of each calendar year. Reimbursable direct expenses will be invoiced at cost. Professional or Subconsultant services performed by another firm will be invoiced at cost plus ten percent. ❑ At the lump sum amount of$ IT IS MUTUALLY AGREED THAT,payment for services rendered shall be made monthly in accordance with invoices rendered by the ENGINEER. IT IS FURTHER MUTUALLY AGREED: That compensation of surveying services shall not exceed $11,319.00 per Exhibit B, without further authorization from the CLIENT. The CLIENT and the ENGINEER each binds himself, his partners,successors,executors,administrators and assignees to each other party hereto in respect to all the covenants and agreements herein and, except as above, neither the CLIENT nor the ENGINEER shall assign,sublet or transfer any part of his interest in this AGREEMENT without the written consent of the other party hereto. This AGREEMENT, and its construction, validity and performance, shall be governed and construed in accordance with the laws of the State of Illinois. This AGREEMENT is subject to the General Conditions attached hereto. IN WITNESS WHEREOF,the parties hereto have affixed their hands and seals this ( day of 2 2016. CLIENT: ENGINEER: FRANK N j'04 y`ar SSOC. , INC. CRAWFORD,MURPHY&TILLY,INC. fir/WV ame) p., Am r (Signature j (Signature) James L. Cainkar, PE, PLS, Pres. Theresa L.O'Grady—Water Resources Group Manager (Name and Title) (Name and Title) CMT Job No. 1/26/2016 SURVEY SCOPE — EXHIBIT A Community Bicycle Path- ComEd Right-of-Way Trail Derby Road(FAU 1024) to Bell Road(FAP 356) Village of Lemont, Illinois Crawford, Murphy & Tilly, Inc. will provide an existing conditions survey of the ComEd ROW (approximately 8,508 feet long and 150 feet wide) with sufficient accuracy to locate a proposed path. Generally, CMT will provide topography at 50 foot cross sections and survey all physical features visible from the surface. We will also locate property monumentation found in field within topographic limits to locate the right-of-way and set control approximately every quarter mile that can be used in the construction phase. The final deliverable will be in AutoCAD format and a printed/pdf version. Assumptions: 1. Control will be NGVD 1988 and NAD 1983, Illinois State Plane East Zone (2011). 2. West area east of Dunmoor Drive — Flags set by others will be surveyed. Area assumed to be accessible without additional equipment. 3. Boundary survey or plat work will not be performed. 4. Novotny and Associates to obtain permission from ComEd to enter property. 0 z J 6 0 . / 4., 2 MA S. I i U)w I P. 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Summary of Man Hours Item CMT Total Hours Community Bicycle Path-ComEd Right-of-Way Trail 1 Data Collection 8.0 2 Field Surveys 116.0 3 Project Management 8.0 4 0.0 5 0.0 6 0.0 7 0.0 8 0.0 9 0.0 10 0.0 Total Project Hours: 132.0 1 Data Collection CMT Hours 1.a Obtain Records 8 Sub-total 8 2 Field Surveys 2.a Office Set-up and Coordination 8 2.b Set Control 30 2.c Topo and Cross-Section Surveys 24 2.d Find Property Corners 30 2.e Process Survey File and Plot 24 Sub-total 116 3 Project Management Coordinate 4 QAQC 4 Sub-total 8 Page 2 of 6 Printed on 1/222016 4:08 PM BLR 05610(Rev.7/06) Community Bicycle Path -ComEd Right-of-Way Trail Village of Lemont/ Novotny and Associates Estimate of Direct Costs Crawford, Murphy, and Tilly, Inc. 1 Data Collection a Print property mapping $150.00 Sub-total $150.00 2 Field Surveys a Travel: 5 trips x 50 miles x$.54/mile $135.00 Sub-total $135.00 3 Project Management a No Direct Costs $0.00 Sub-total $0.00 Page 3 of 6 Printed on 1/22/2016 4:08 PM BLR 05610(Rev.7/06) 9 K « Q m at a o L° 0 U- g Q c 0 o = L ° °o 3a' 6 a o A r O. o w I- I- w 4 x e = Cl) 9 y 3 ' r C E c a a Cl) o c ` ° m w a 2 o m n Q ro U ae = m W z a H °o 0 a r co Yw. a O " e' co u. o C a M O ; ,, r o 0 _ r, 0- g 9 p m m D = Q 3 Q ' — a w at 5 2, T o 0 a w m ti m E T V ` F W o O Y o 0 0 0 o M O O g O K T a = J a Q 5 j2 'p }y O 0'I Ili OO2 °v-t'z',a°DO r 228 2''' a>>q O O m G O an O ` 0r O O to♦T N N R to N N N U = m `o O m c 0 a Z I- J r-. Q o) 2 H o 0 U C m m J v w a' a w co u Q u F 0 J > U_C C C__ G a. Q CO 01 m Q -o U C C 0 EL O C C m N N m 0 N N 5 m a w w F- `m d F-'v.0 ^L m I.4 c'a Ti O d O O C C N O t,C C 2 CC^CCCWC OIC U= T,"F, LL DN_ a a..mav)(l)W0 )I-F0 m� a Cr. Community Bicycle Path-ComEd Right-of-Way Trail Village of Lemont/Novotny and Associates Development of Project Hourly Rates (IDOT Method) Crawford, Murphy,and Tilly,Inc. 2016 2017 2018 2019 2020 Item 2015 Actual Projected Projected @ Projected @ Projected @ Projected @ Rate 3.0% 3.0% 3.0% 3.0% 3.0% Increase Increase Increase Increase Increase Average Hourly Rate as a 100.0% 103.0% 106.1% 109.3% 112.6% 115.9% Percent of 2015 Rate Estimated Months of Contract in 0 1 0 0 0 0 Given Year %of Project Duration 0.00% 100.00% 0.00% 0.00% 0.00% 0.00% Extension 0.000 1.030 0.000 0.000 0.000 0.000 Weighted Project Hourly Rate Note: Salary Adjustments are Given on January 1 of Each Year 1.0300 Multiplier Project Duration: 1-2 months in 2016= 1 months Page 5 of 6 Printed on 1/22/2016 4:08 PM BLR 05610(Rev.7/06) Community Bicycle Path -ComEd Right-of-Way Trail Village of Lemont/ Novotny and Associates Computation of Prorated Project Hourly Rates Crawford, Murphy, and Tilly, Inc. Actual 2015 Weighted Project Classification Average Hourly Rate Hourly Hourly Multiplier Rates* Rate Principal $70.00 1.0300 $70.00 Senior Project Engineer $58.29 1.0300 $60.04 Project Engineer $45.33 1.0300 $46.69 Senior Engineer $35.34 1.0300 $36.40 Senior Technical Manager $38.94 1.0300 $40.11 Engineer $27.96 1.0300 $28.80 Planner $22.21 1.0300 $22.88 Registered Land Surveyor $40.50 1.0300 $41.72 Senior Technician $34.51 1.0300 $35.55 Technician II $26.08 1.0300 $26.86 Technician I $20.22 1.0300 $20.83 Clerical $20.51 1.0300 $21.13 * Rates to be applied to all project work tasks Page 6 of 6 Printed on 1/22/2016 4:08 PM BLR 05610(Rev.7/06) Construction Monitoring & Subsurface Explorations Observations Foundation Analysis &Design Construction Materials Testing Tunnels•and Underground Openings SEECO Consultants Inc. Condition Surveys Condition Surveys Geotechnical Engineering& • Evaluation CONSULTING ENGINEERS Dams and Drainage Studies December 3, 2015 Mr. Timothy Klass, P.E. • Frank Novotny&Assoc. 825 Midway Dr. - Willowbrook, IL 60527 PROPOSAL AND CONTRACT Preliminary Environmental Site Assessment for • the ComEd ROW North of 131st St. between Derby Road and Bell Road, Lemont, IL Dear Mr. Klass: As requested, SEECO Consultants, Inc. (SEECO) is pleased to present our proposal for the above referenced project. In preparing our proposal, we have reviewed the information supplied and have drawn upon our experience on similar projects. SEECO proposes to perform a Preliminary Environmental Site Assessment (PESA) of this Right of Way (ROW) according to "A Manual for Conducting Preliminary Site Assessments for Illinois Department of Transportation Infrastructure Projects-2012." A cursory visual assessment will be made of adjoining properties at the time of reconnaissance of the ROW in question. To perform the Study, SEECO will perform the following tasks: • Field Reconnaissance to observe if readily visible signs of environmental concerns are present, including photographic documentation; • Review of selected governmental agency records to determine if there is recorded evidence of environmental concerns with the subject property or with surrounding facilities. Some of these records may be obtained through a commercially available environmental database. The records to be reviewed include, but are not limited to: CERCLIS List& State Equivalent RCRA List& State Equivalent - National Priorities List& State Equivalent ERNs List UST Permitted Locations LUST Incident Reports State Solid Waste Landfill Inventory • USGS Topographic Map Aerial Photographs U.S. Department of Interior Wetlands Inventory Maps Illinois Hydrological Investigations Atlas • Interview/discussion with the readily available property owner(s) and local authorities (i.e. Fire Department, HAZMAT Personnel, etc.) for knowledge of past property uses and/or environmental incidents; (708)429-1666.7350 Duvan Drive•Tinley Park, IL 60477• FAX:(708) 429-1689 www.seeco.com PROPOSAL AND CONTRACT Preliminary Environmental Site Assessment for December 3, 2015 the ComEd ROW North of 131st St. between Derby Page 2 Road and Bell Road, Lemont, IL Upon completion of all activities and record searches, a Report of Findings will be prepared. This report will include site location and features maps, government agency records review, field reconnaissance, and other activities performed including conclusions and recommendations. The level(s) of PESA Risk Findings will be identified. Included will be determinations of Potential Impacted Properties (PIPs) locations, if any, and if a preliminary site investigation (PSI) is required. One (1) paper copy of the report and one (1) electronic copy will be provided. The PESA will be strictly confidential between SEECO, Frank Novotny and Associates and the .Village. Invoicing terms are net 30 days from date of invoice. The cost for these services as stated herewith will be as follows: - Preliminary Environmental Site Assessment $6,720.00 If.this contract, including the attached General Conditions is acceptable, please indicate.by signing one of the copies and returning it to our office. It is represented that by executing this contract you comprehend the terms and conditions set forth and agree to be bound by same. We appreciate the opportunity to offer our services and are looking forward to working with you on this project. Respectfully submitted, APPROVED: SEECO Consultants Inc. FRANK NOVOTNY &ASSOCIATES, INC. � Name of Fir /� Donald C. Gassier Director.of Field Services • Authorize g ature James L. Cainkar, PE, PLS December 10, 2015 i / -,\i Date Collin W. Gray, SE, PE President Please sign one copy and return it to our office and retain one copy for your files. DCC:arm Attachment O:\Proposals\ENVIRONMENTAL\Novotny PESA 020915.doc SEECO Consultants Inc. - General Conditions-limo Scope of Work • SEECO Consultants Inc. (hereinafter called SEECO) shall perform the services defined in this contract and shall invoice the Client for those services at the stated amount or standard rates shown on the attached fee schedule. The estimate of cost to the Client as stated in this contract shall not be considered as a firm figure,but only an estimate unless otherwise specifically stated in this contract. SEECO will provide additional services under this contract as requested by the Client and invoice the Client for those additional services at the standard rates, as quoted. Contract does not include the provision for prevailing wage rates unless otherwise stated. Acceptance of services proposed herewith - prior to contract execution- implies and constitutes acceptance of rates and conditions set forth in this contract unless explicitly agreed upon mutually in writing prior to inception of services. • Soil Boring Locations It is understood that the Client will furnish SEECO with a diagram indicating both the location of the site and the borings on that site. SEECO reserves the right to deviate a reasonable distance from the boring location specified unless this right is specifically revoked by the Client in writing at the time the location diagram is supplied. SEECO reserves the right to terminate this contract if conditions preventing the drilling at the specified locations are encountered which were not made known to SEECO prior to the date of this contract. SEECO will contact the underground utility locate network responsible in the locale being drilled. However, SEECO is not responsible for damage to underground utilities that are not marked, located or mislocated/mismarked whether said utility is party to the locating network or not. Client is responsible for locating proprietary utilities and/or underground structures and appurtenances. SEECO will backfill the boreholes with soil cuttings and match the surface to existing conditions, unless otherwise stated in the contract. SEECO is not responsible to maintain boreholes beyond initial backfilling, for any repair of settled backfill, or any costs associated with potential borehole settlement, including reparations or personal injury beyond our active on site exploration time. Construction Observation and Testing Unless otherwise stated in contract,field personnel charges are subject to an eight hour minimum, including portal-to-portal travel time. Any cancellations onsite will incur said eight hour minimum.Cancellations after travel time has commenced will incur a minimum charge of 3 hours to the client. Access to Sites Unless otherwise agreed, the Client will furnish SEECO with right-of-access to the site in order to conduct the planned investigation or inspection. SEECO will take responsible precautions to minimize damage to the site due to its operations,but has not included in the fee the cost of restoration of any damage resulting from the operations, This includes crop damage/restoration costs. If the Client desires, SEECO will restore any damage to the site and add the cost of restoration to the fee stated in the proposal contract. Samples/Reports All samples of soil and rock will be discarded 60 days after submission of the report unless the Client advises SEECO in writing to the contrary. SEECO will furnish three copies of each report to the client. Subcontracts/Assignments SEECO reserves the right to subcontract drilling and related support services to SEECO Environmental Services Inc. and construction inspection,observation and testing services to SEECO Construction Services, Inc. Subcontracting rights are not limited to stated services or entities. Client may not assign this contract without express written consent of SEECO. Invoices Invoices will be submitted once a month for services performed during the prior month. Payment will be due within 30 days of receipt of invoice unless otherwise stated in contract. Interest will be added to delinquent accounts at the rate of two percent per month for each month of delinquency. The billing rates as described in the contract may be increased on the annual anniversary of the effective date of • this contract at an annual rate not to exceed 10%. Any and all costs incurred in collecting delinquent invoices, including but not limited to legal fees,filing fees and costs,court costs,etc.will be added to the amount due. Liability SEECO is protected by Workman's Compensation Insurance (and/or employer's liability insurance) and by public liability insurance for bodily injury(limit$1,000,000)and property damage(limit$1,000,000)and will furnish certificates of insurance upon request. Within the limits of the insurance, SEECO agrees to save the Client harmless from loss, damage, Injury or liability arising directly from the negligent acts or omissions of SEECO and its employees. If the Client's contract places greater responsibility upon SEECO or requires increased insurance coverage, SEECO will, if specifically directed by the Client, take out additional insurance, if obtainable, at the Client's expense, but will not be responsible for property damage from any causes, including fire and/or explosion beyond the limits of the insurance coverage. Limitation of Liability The Client recognizes the inherent risks connected with construction. In performing their professional services,SEECO will use that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of their profession practicing in the same or similar locality. No other warranty,express or implied, is made or intended by the proposal for consulting services or by furnishing oral or written reports of the findings made. It is agreed that the Client will limit any and all liability, claim for damages, cost of defense, or ' expenses to be levied against SEECO on account of any design defect,error,omission,or professional negligence to a sum not to exceed $1,000.00.Further,the Client agrees to notify any contractor or subcontractor who may perform work in connection with any design, report or study prepared by SEECO of such limitation of liability for design defects, omissions, or professional negligence, and require as a condition precedent to their performing the work a like limitation of liability on their part as against SEECO. In the event the Client fails to obtain a like limitation of liability provision as to design defects,errors,omissions,or professional negligence,any liability of the Client and SEECO in such a manner that the aggregate liability for SEECO for such design defect to all parties,including the Client shall not exceed $1,000.00. Limitation of liability stated herewith is extended to include SEECO Construction Services, Inc. and SEECO Environmental Services, Inc., and any and all officers, shareholders, employees and/or agents of SEECO Consultants Inc., SEECO Construction Services, Inc.,and/or SEECO Environmental Services,Inc. B C - CHRISTOPHER B. BURKE ENGINEERING,LTD. 9575 West Higgins Road Suite 600 Rosemont,Illinois 60018 TEL(847)823-0500 FAX(847)823-0520 December 4, 2015 Frank Novotny&Associates, Inc. 825 Midway Drive Willowbrook, IL 60527 Attention: Timothy H. Klass Subject: Proposed Multi-Use Path in ComEd Right-of-Way from Derby Road to Bell Road in Lemont, Cook County, Illinois Dear Mr. Klass: Christopher B. Burke Engineering, Ltd. (CBBEL) is pleased to provide this proposal for professional wetland consulting services related to the proposed multi-use path within ComEd right-of-way(ROW)from Derby Road to Bell Road in Lemont,Cook County,Illinois. SCOPE OF SERVICES The following services are proposed to comply with Section 404 of the Clean Water Act and the Cook County Watershed Management Ordinance. Task 1 — Field Reconnaissance: An investigation of the project site will be completed to delineate the limits of wetlands present within the study area. The delineation will be completed based on the methodology established by the U.S. Army Corps of Engineers (USAGE). Also during the site visit,wildlife and plant community qualities will be assessed. The limits of the wetland community will be field staked so that they can be professionally surveyed by others in relation to the project coordinate system. We also will locate the delineated boundaries using a submeter handheld GPS unit with GIS level survey accuracy (+1--1 meter). Task 2 — Wetland Delineation Report: The results of the wetland delineation will be summarized in a letter report. The wetlands'generalized quality ratings, according to the Swink and Wilhelm Methodology(1994), will be included along with exhibits depicting the approximate wetland and project boundaries, National Wetland Inventory, Soil Survey, floodplain,Hydrologic Atlas,USGS topography,site photographs and their locations,and the USACE Routine On-Site Data Forms. The wetland delineation will be depicted on an aerial photograph along with all data point locations clearly identified. The letter will also include a discussion of relevant municipal and federal regulations, Task 3 — USACE Jurisdictional Determination (if requested): At your request, we will coordinate with the USACE to obtain a Jurisdictional Determination for any wetland areas identified within the study area Task 4—USACE Permit Application or LONO(if required): If federally jurisdictional wetland impacts are required for the project,CBBEL will work with the project engineer to assemble the required exhibits,specifications, data and project information into a permit application. If no impacts are proposed,but the work will be within close vicinity of federally jurisdictional wetland areas, CBBEL will request a Letter of No Objection(LONO)from USACE for use in acquiring permissions from property owners and local jurisdictions. Task 5 — MWRDGC Wetland Permitting (if required): If required, CBBEL will prepare the wetland and buffer components of the MRWDGC Watershed Management Ordinance. These documents will be prepared so that they may be included with the overall stormwater • permit submittal for the project(prepared by others). Task 6 — Coordination with ComEd: CBBEL will coordinate with the project engineer to complete the"Environmental Due Diligence Checklist for ROW Land Lease Requests"form required for ComEd land lessees. In addition, CBBEL will assist in the coordination with ComEd for the review and approval of the proposed multiuse path. Task 7--Agency Coordination (if necessary): Follow-up meetings with the project team, client and regulatory agencies may be necessary to finalize required information and documentation.We have budgeted for 2 meetings that will be attended by an environmental scientist.If more than 2 meetings are necessary,they will be billed as out of scope services on a Time and Materials basis or by separate proposal. FEE ESTIMATE We estimate the costs of the services to be the following: Task 1 $2,245.82 Task 2 $2,578.49 Task 3* $ 1,056.83 Task 4* $2,878.49 Task 5* $2,578.49 Task 6 $ 3,007,20 Task 7* $ 1.188.37 Total $15,533.71 • If requested/necessary We will bill you in accordance with the attached CECS. Direct costs for mileage,blueprints, photocopying, postage, overnight delivery, messenger services, and report binding are included in the Fee Estimate. We establish our contract in accordance with the attached General Terms and Conditions. These General Terms and Conditions are expressly incorporated into and are an integral part of this contract for professional services. MCB N:IPROPOSA1S ADMIN120151Frank Novotny Associates Derby to Bell Bike Path MCB_120415.doc 2 We appreciate the opportunity to provide this proposal. Please sign and return one copy of this agreement as an indication of acceptance and notice to proceed. Please feel free to contact us anytime, Sincerely, /1) r it A7,, i Christopher B.`8urke, PhD, PE, D.WRE, Dist.M.ASCE President Encl. General Terms&Conditions CECS THIS PROPOSAL AND G. ',r`'AL TERMS AND CONDITIONS ACCEPTED FOR FRANK. NOVOTNY&.ASSOCIA 7.; BY: TITLE: James . Cainkar, P.E., P.L.S., President DATE: December 10, 2015 race 3 N;\PROPOSALSWDMINt2015\Frank Novotny Associates Derby to Boll Bike Path MCB_120415.doc tom- 0 0 0 'a 0 0 0 _o (0000') O (fl U) - C)41 d' p U Z Q ,T O m (n (0 M O 0 . C*) 0 0 < }. 4 (0 (0.0 co O) N 'V' ( v 0 0 T o 0_ N > CO A w - LL U N D) 0') 0) O) 0 N-. _ _ U) ❑ ❑ co 4 co 4 4 N co n T J (A 00 (O W o N- W UN )ro rn r (j O T T )- N w 2 0 0 cV ( N In 4 < 0 r r r + O c c J J Oo n. ° 0 ce m F S + q I- J 0 o' O o O (0 0 (I)w N U1 O U) V' U >- W C9 W O U) r `- K (n N 0 v 9 0 0 0 re o N v o O O . CO tL 0 Q U CO 0 • Z W X Q u- 00 NV_ O0 V O _ _ 0 a 1- ° " W w o ,T � �' N ° co wU a. x m m (n � mc`�id N- IL: 0 X jn g u- p N u_ z U — D 0 w• W (i U (n 6 °O y -1 m w F- in (6 IS G. 0 > O zee ° ` I— W Oct U} st - - O Q Q U. co 001_ co O0) O0), st M y) •--� w OrOrr N N (C _ 0 W al U O N� N NT V' M 1"' .--T T r a- 1` N al ; z W c ° U '`H0 ') _ - _CO T CD o J fh CO co a r U) CO L co co co co co (D O - N N N N CO ce 0 7 Cc) O C.,O Q .` 2 t U U _ , _ ° z 0,O c B o •€ •$ € ) a i c .2'' E c >. m o °n c Q v 0 o O ' � U 2. 8 i- < ' U a ° • t6 ;:+ z CC c W w 0 .... U U :o a C LLJtn [i -0i ii> > j U Q -J CO a. in00 CO onm 0 CHRISTOPHER B. BURKE ENGINEERING, LTD. GENERAL TERMS AND CONDITIONS 1. Relationship Between Engineer and Client: Christopher B. Burke Engineering, Ltd. (Engineer) shall serve as Client's professional engineer consultant in those phases of the Project to which this Agreement applies. This relationship is that of a buyer and seller of professional services and as such the Engineer is an independent contractor in the performance of this Agreement and it is understood that the parties have not entered into any joint venture or partnership with the other. The Engineer shall not be considered to be the agent of the Client. Nothing contained in this Agreement shall create a contractual relationship with a cause of action in favor of a third party against either the Client or Engineer. Furthermore, causes of action between the parties to this Agreement pertaining to acts of failures to act shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of substantial completion. 2. Responsibility of the Engineer: Engineer will strive to perform services under this Agreement in accordance with generally accepted and currently recognized engineering practices and principles, and in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document, or otherwise. Notwithstanding anything to the contrary which may be contained in this Agreement or any other material incorporated herein by reference, or in any Agreement between the Client and any other party concerning the Project,the Engineer shall not have control or be in charge of and shall not be responsible for the means, methods, techniques, sequences or procedures of construction, or the safety,safety precautions or programs of the Client,the construction contractor, other contractors or subcontractors performing any of the work or providing any of the services on the Project. Nor shall the Engineer be responsible for the acts or omissions of the Client, or for the failure of the Client, any architect, engineer, consultant, contractor or subcontractor to carry out their respective responsibilities in accordance with the Project documents,this Agreement or any other agreement concerning the Project. Any provision which purports to amend this provision shall be without effect unless it contains a reference that the content of this condition is expressly amended for the purposes described in such amendment and is signed by the Engineer. 3. Changes: Client reserves the right by written change order or amendment to make changes in requirements, amount of work, or engineering time schedule adjustments, and Engineer and Client shall negotiate appropriate adjustments acceptable to both parties to accommodate any changes, if commercially possible. 4. Suspension of Services: Client may, at any time, by written order to Engineer (Suspension of Services Order) require Engineer to stop all, or any part, of the services required by this Agreement. Upon receipt of such an order, Engineer shall immediately comply with its terms and take all reasonable steps to minimize the costs associated with the services affected by such order. Client, however,shall pay all costs incurred by the suspension, including all costs necessary to maintain continuity and for the resumptions 1 of the services upon expiration of the Suspension of Services Order. Engineer will not be obligated to provide the same personnel employed prior to suspension, when the services are resumed, in the event that the period of suspension is greater than thirty (30) days. 5. Termination: This Agreement may be terminated by either party upon thirty (30) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. This Agreement may be terminated by Client, under the same terms, whenever Client shall determine that termination is in its best interests. Cost of termination, including salaries, overhead and fee, incurred by Engineer either before or after the termination date shall be reimbursed by Client. 6. Documents Delivered to Client: Drawings,specifications, reports, and any other Project Documents prepared by Engineer in connection with any or all of the services furnished hereunder shall be delivered to the Client for the use of the Client. Engineer shall have the right to retain originals of all Project Documents and drawings for its files. Furthermore, it is understood and agreed that the Project Documents such as, but not limited to reports, calculations, drawings, and specifications prepared for the Project, whether in hard copy or machine readable form, are instruments of professional service intended for one-time use in the construction of this Project. These Project Documents are and shall remain the property of the Engineer. The Client may retain copies, including copies stored on magnetic tape or disk, for information and reference in connection with the occupancy and use of the Project. When and if record drawings are to be provided by the Engineer, Client understands that information used in the preparation of record drawings is provided by others and Engineer is not responsible for accuracy, completeness, nor sufficiency of such information. Client also understands that the level of detail illustrated by record drawings will generally be the same as the level of detail illustrated by the design drawing used for project construction. If additional detail is requested by the Client to be included on the record drawings,then the Client understands and agrees that the Engineer will be due additional compensation for additional services. It is also understood and agreed that because of the possibility that information and data delivered in machine readable form may be altered,whether inadvertently or otherwise, the Engineer reserves the right to retain the original tapes/disks and to remove from copies provided to the Client all identification reflecting the involvement of the Engineer in their preparation. The Engineer also reserves the right to retain hard copy originals of all Project Documentation delivered to the Client in machine readable form, which originals shall be referred to and shall govern in the event of any inconsistency between the two. The Client understands that the automated conversion of information and data from the system and format used by the Engineer to an alternate system or format cannot be accomplished without the introduction of inexactitudes, anomalies, and errors. In the event Project Documentation provided to the Client in machine readable form is so converted,the Client agrees to assume all risks associated therewith and, to the fullest 2 • extent permitted by law, to hold harmless and indemnify the Engineer from and against all claims, liabilities, losses, damages, and costs, including but not limited to attorney's fees, arising therefrom or in connection therewith. The Client recognizes that changes or modifications to the Engineer's instruments of professional service introduced by anyone other than the Engineer may result in adverse consequences which the Engineer can neither predict nor control. Therefore, and in consideration of the Engineer's agreement to deliver its instruments of professional service in machine readable form, the Client agrees, to the fullest extent permitted by law, to hold harmless and indemnify the Engineer from and against all claims, liabilities, losses, damages, and costs, including but not limited to attorney's fees,arising out of or in any way connected with the modification, misinterpretation,misuse,or reuse by others of the machine readable information and data provided by the Engineer under this Agreement. The foregoing indemnification applies,without limitation, to any use of the Project Documentation on other projects,for additions to this Project,or for completion of this Project by others, excepting only such use as may be authorized, in writing, by the Engineer. 7. Reuse of Documents: All Project Documents including but not limited to reports, opinions of probable costs, drawings and specifications furnished by Engineer pursuant to this Agreement are intended for use on the Project only. They cannot be used by Client or others on extensions of the Project or any other project. Any reuse, without specific written verification or adaptation by Engineer, shall be at Client's sole risk, and Client shall indemnify and hold harmless Engineer from all claims,damages,losses,and expenses including attorney's fees arising out of or resulting therefrom. The Engineer shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Engineer's promotional and professional materials.The Engineer's materials shall not include the Client's confidential and proprietary information if the Client has previously advised the Engineer in writing of the specific information considered by the Client to be confidential and proprietary. 8. Standard of Practice: The Engineer will strive to conduct services under this agreement in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions as of the date of this Agreement. 9. Compliance With Laws: The Engineer will strive to exercise usual and customary professional care in his/her efforts to comply with those laws, codes, ordinance and regulations which are in effect as of the date of this Agreement. With specific respect to prescribed requirements of the Americans with Disabilities Act of 1990 or certified state or local accessibility regulations(ADA),Client understands ADA is a civil rights legislation and that interpretation of ADA is a legal issue and not a design issue and, accordingly, retention of legal counsel (by Client) for purposes of interpretation is advisable. As such and with respect to ADA, Client agrees to waive any action against Engineer, and to indemnify and defend Engineer against any claim arising from Engineer's alleged failure to meet ADA requirements prescribed. 3 - - Further to the law and code compliance, the Client understands that the Engineer will strive to provide designs in accordance with the prevailing Standards of Practice as previously set forth, but that the Engineer does not warrant that any reviewing agency having jurisdiction will not for its own purposes comment, request changes and/or additions to such designs. In the event such design requests are made by a reviewing agency, but which do not exist in the form of a written regulation, ordinance or other similar document as published by the reviewing agency, then such design changes (at substantial variance from the intended design developed by the Engineer), if effected and incorporated into the project documents by the Engineer, shall be considered as Supplementary Task(s) to the Engineer's Scope of Service and compensated for accordingly. 10. Indemnification: Engineer shall indemnify and hold harmless Client up to the amount of this contract fee(for services)from loss or expense,including reasonable attorney's fees for claims for personal injury(including death) or property damage to the extent caused by the sole negligent act, error or omission of Engineer. Client shall indemnify and hold harmless Engineer under this Agreement, from loss or expense, including reasonable attorney's fees,for claims for personal injuries(including death)or property damage arising out of the sole negligent act,error omission of Client. In the event of joint or concurrent negligence of Engineer and Client,each shall bear that portion of the loss or expense that its share of the joint or concurrent negligence bears to the total negligence(including that of third parties),which caused the personal injury or property damage. Engineer shall not be liable for special, incidental or consequential damages, including, but not limited to loss of profits, revenue, use of capital, claims of customers, cost of purchased or replacement power, or for any other loss of any nature,whether based on contract,tort, negligence,strict liability or otherwise,by reasons of the services rendered under this Agreement. 11. Opinions of Probable Cost: Since Engineer has no control over the cost of labor, materials or equipment,or over the Contractor(s)method of determining process, or over competitive bidding or market conditions, his/her opinions of probable Project Construction Cost provided for herein are to be made on the basis of his/her experience and qualifications and represent his/her judgement as a design professional familiar with the construction industry, but Engineer cannot and does not guarantee that proposal, bids or the Construction Cost will not vary from opinions of probable construction cost prepared by him/her. If prior to the Bidding or Negotiating Phase, Client wishes greater accuracy as to the Construction Cost, the Client shall employ an independent cost estimator Consultant for the purpose of obtaining a second construction cost opinion independent from Engineer. 12. Governing Law & Dispute Resolutions: This Agreement shall be governed by and construed in accordance with Articles previously set forth by(Item 9 of)this Agreement, together with the laws of the State of Illinois. 4 Any claim,dispute or other matter in question arising out of or related to this Agreement, which can not be mutually resolved by the parties of this Agreement, shall be subject to mediation as a condition precedent to arbitration (if arbitration is agreed upon by the parties of this Agreement) or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Engineer's services,the Engineer may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration. The Client and Engineer shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Requests for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association.The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. The parties shall share the mediator's fee and any filing fees equally.The mediation shall • be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 13. Successors and Assigns: The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns: provided, however, that neither party shall assign this Agreement in whole or in part without the prior written approval of the other. 14. Waiver of Contract Breach: The waiver of one party of any breach of this Agreement or the failure of one party to enforce at any time, or for any period of time, any of the provisions hereof, shall be limited to the particular instance, shall not operate or be deemed to waive any future breaches of this Agreement and shall not be construed to be a waiver of any provision, except for the particular instance. 15. Entire Understanding of Agreement: This Agreement represents and incorporates the entire understanding of the parties hereto, and each party acknowledges that there are no warranties, representations, covenants or understandings of any kind, matter or description whatsoever, made by either party to the other except as expressly set forth herein. Client and the Engineer hereby agree that any purchase orders, invoices, confirmations, acknowledgments or other similar documents executed or delivered with respect to the subject matter hereof that conflict with the terms of the Agreement shall be null, void and without effect to the extent they conflict with the terms of this Agreement. 16. Amendment: This Agreement shall not be subject to amendment unless another instrument is duly executed by duly authorized representatives of each of the parties and entitled "Amendment of Agreement". • 5 17. Severability of Invalid Provisions: If any provision of the Agreement shall be held to contravene or to be invalid under the laws of any particular state, county or jurisdiction where used, such contravention shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provisions held to be invalid in the particular state, country or jurisdiction and the rights or obligations of the parties hereto shall be construed and enforced accordingly. 18. Force Maieure: Neither Client nor Engineer shall be liable for any fault or delay caused by any contingency beyond their control including but not limited to acts of God, wars, strikes,walkouts,fires, natural calamities, or demands or requirements of governmental agencies. 19. Subcontracts: Engineer may subcontract portions of the work, but each subcontractor must be approved by Client in writing. 20. Access and Permits: Client shall arrange for Engineer to enter upon public and private property and obtain all necessary approvals and permits required from all governmental authorities having jurisdiction over the Project. Client shall pay costs (including Engineer's employee salaries, overhead and fee) incident to any effort by Engineer toward assisting Client in such access, permits or approvals, if Engineer perform such services. 21. Designation of Authorized Representative: Each party (to this Agreement) shall designate one or more persons to act with authority in its behalf in respect to appropriate aspects of the Project. The persons designated shall review and respond promptly to all communications received from the other party. 22. Notices: Any notice or designation required to be given to either party hereto shall be in writing, and unless receipt of such notice is expressly required by the terms hereof shall be deemed to be effectively served when deposited in the mail with sufficient first class postage affixed, and addressed to the party to whom such notice is directed at such party's place of business or such other address as either party shall hereafter furnish to the other party by written notice as herein provided. 23. Limit of Liability: The Client and the Engineer have discussed the risks, rewards, and benefits of the project and the Engineer's total fee for services. In recognition of the relative risks and benefits of the Project to both the Client and the Engineer, the risks have been allocated such that the Client agrees that to the fullest extent permitted by law, the Engineer's total aggregate liability to the Client for any and all injuries, claims, costs, losses, expenses, damages of any nature whatsoever or claim expenses arising out of this Agreement from any cause or causes,including attorney's fees and costs,and expert witness fees and costs,shall not exceed the total Engineer's fee for professional engineering services rendered on this project as made part of this Agreement. Such causes included but are not limited to the Engineer's negligence,errors,omissions,strict liability or breach of contract. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. 6 24. Client's Responsibilities: The Client agrees to provide full information regarding requirements for and about the Project, including a program which shall set forth the Client's objectives, schedule, constraints, criteria, special equipment, systems and site requirements. The Client agrees to furnish and pay for all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services which the Client may require to verify the Contractor's Application for Payment or to ascertain how or for what purpose the Contractor has used the money paid by or on behalf of the Client. The Client agrees to require the Contractor, to the fullest extent permitted by law, to indemnify, hold harmless, and defend the Engineer, its consultants,and the employees and agents of any of them from and against any and all claims, suits,demands, liabilities, losses, damages, and costs ("Losses"), including but not limited to costs of defense, arising in whole or in part out of the negligence of the Contractor, its subcontractors,the officers, employees, agents, and subcontractors of any of them, or anyone for whose acts any of them may be liable, regardless of whether or not such Losses are caused in part by a party indemnified hereunder. Specifically excluded from the foregoing are Losses arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, or specifications, and the giving of or failure to give directions by the Engineer, its consultants, and the agents and employees of any of them, provided such giving or failure to give is the primary cause of Loss.The Client also agrees to require the Contractor to provide to the Engineer the required certificate of insurance. The Client further agrees to require the Contractor to name the Engineer, its agents and consultants as additional insureds on the Contractor's policy or policies of comprehensive or commercial general liability insurance. Such insurance shall include products and completed operations and contractual liability coverages,shall be primary and noncontributing with any insurance maintained by the Engineer or its agents and consultants,and shall provide that the Engineer be given thirty days, unqualified written notice prior to any cancellation thereof. In the event the foregoing requirements,or any of them,are not established by the Client and met by the Contractor, the Client agrees to indemnify and hold harmless the Engineer, its employees, agents, and consultants from and against any and all Losses which would have been indemnified and insured against by the Contractor, but were not. When Contract Documents prepared under the Scope of Services of this contract require insurance(s) to be provided, obtained and/or otherwise maintained by the Contractor, the Client agrees to be wholly responsible for setting forth any and all such insurance requirements. Furthermore, any document provided for Client review by the Engineer under this Contract related to such insurance(s)shall be considered as sample insurance requirements and not the recommendation of the Engineer. Client agrees to have their own risk management department review any and all insurance requirements for adequacy and to determine specific types of insurance(s) required for the project. Client further agrees that decisions concerning types and amounts of insurance are 7 specific to the project and shall be the product of the Client. As such, any and all insurance requirements made part of Contract Documents prepared by the Engineer are not to be considered the Engineer's recommendation, and the Client shall make the final decision regarding insurance requirements. 25. Information Provided by Others: The Engineer shall indicate to the Client the information needed for rendering of the services of this Agreement. The Client shall provide to the Engineer such information as is available to the Client and the Client's consultants and contractors, and the Engineer shall be entitled to rely upon the accuracy and completeness thereof. The Client recognizes that it is impossible for the Engineer to assure the accuracy,completeness and sufficiency of such information,either because it - is impossible to verify, or because of errors or omissions which may have occurred in assembling the information the Client is providing. Accordingly,the Client agrees,to the fullest extent permitted by law, to indemnify and hold the Engineer and the Engineer's subconsultants harmless from any claim, liability or cost(including reasonable attorneys' fees and cost of defense) for injury or loss arising or allegedly arising from errors, omissions or inaccuracies in documents or other information provided by the Client to the Engineer. 26. Payment: Client shall be invoiced once each month for work performed during the preceding period. Client agrees to pay each invoice within thirty(30)days of its receipt. The client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause within said thirty(30)day period at the rate of eighteen(18)percent per annum (or the maximum interest rate permitted under applicable law, whichever is the lesser) until paid. Client further agrees to pay Engineer's cost of collection of all amounts due and unpaid after sixty (60) days, including court costs and reasonable attorney's fees, as well as costs attributed to suspension of services accordingly and as follows: Collection Costs. In the event legal action is necessary to enforce the payment provisions of this Agreement, the Engineer shall be entitled to collect from the Client any judgement or settlement sums due, reasonable attorneys'fees, court costs and expenses incurred by the Engineer in connection therewith and, in addition, the reasonable value of the Engineer's time and expenses spent in connection with such collection action, computed at the Engineer's prevailing fee schedule and expense policies. Suspension of Services. If the Client fails to make payments when due or otherwise is in breach of this Agreement, the Engineer may suspend • performance of services upon five (5) calendar days' notice to the Client. The Engineer shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Client. Client will reimburse Engineer for all associated costs as previously set forth in (Item 4 of) this Agreement. 27. When construction observation tasks are part of the service to be performed by the Engineer under this Agreement, the Client will include the following clause in the construction contract documents and Client agrees not to modify or delete it: 8 Kotecki Waiver. Contractor(and any subcontractor into whose subcontract this clause is incorporated)agrees to assume the entire liability for all personal injury claims suffered by its own employees, including without limitation claims under the Illinois Structural Work Act, asserted by persons allegedly injured on the Project; waives any limitation of liability defense based upon the Worker's Compensation Act, court interpretations of said Act or otherwise; and to the fullest extent permitted by law, agrees to indemnify and hold harmless and defend Owner and Engineer and their agents, employees and consultants (the "Indemnitees") from and against all such loss, j expense, damage or injury, P 9 rY, including reasonable attorneys'fees,that the Indemnitees may sustain as a result of such claims, except to the extent that Illinois law prohibits indemnity for the Indemnitees' own negligence. The Owner and Engineer are designated and recognized as explicit third party beneficiaries of the Kotecki Waiver within the general contract and all subcontracts entered into in furtherance of the general contract. 28. Job Site Safety/Supervision & Construction Observation: The Engineer shall neither have control over or charge of, nor be responsible for,the construction means,methods, techniques, sequences of procedures, or for safety precautions and programs in • connection with the Work since they are solely the Contractor's rights and responsibilities. The Client agrees that the Contractor shall supervise and direct the work efficiently with his/her best skill and attention; and that the Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction and safety at the job site. The Client agrees and warrants that this intent shall be carried out in the Client's contract with the Contractor.The Client further agrees that the Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work; and that the Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees on the subject site and all other persons who may be affected thereby.The Engineer shall have no authority to stop the work of the Contractor or the work of any subcontractor on the project. When construction observation services are included in the Scope of Services, the Engineer shall visit the site at intervals appropriate to the stage of the Contractor's operation, or as otherwise agreed to by the Client and the Engineer to: 1) become generally familiar with and to keep the Client informed about the progress and quality of the Work; 2) to strive to bring to the Client's attention defects and deficiencies in the Work and; 3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Engineer shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. If the Client desires more extensive project observation, the Client shall request that such services be provided by the Engineer as Additional and Supplemental Construction Observation Services in accordance with the terms of this Agreement. The Engineer shall not be responsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any agents or employees of any of them. The Engineer does not guarantee the performance of the 9 Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. When municipal review services are included in the Scope of Services, the Engineer (acting on behalf of the municipality), when acting in good faith in the discharge of its duties, shall not thereby render itself liable personally and is, to the maximum extent permitted by law, relieved from all liability for any damage that may accrue to persons or property by reason of any act or omission in the discharge of its duties.Any suit brought against the Engineer which involve the acts or omissions performed by it in the enforcement of any provisions of the Client's rules, regulation and/or ordinance shall be defended by the Client until final termination of the proceedings. The Engineer shall be entitled to all defenses and municipal immunities that are, or would be, available to the Client. 29. Insurance and Indemnification:The Engineer and the Client understand and agree that the Client will contractually require the Contractor to defend and indemnify the Engineer and/or any subconsultants from any claims arising from the Work.The Engineer and the Client further understand and agree that the Client will contractually require the Contractor to procure commercial general liability insurance naming the Engineer as an additional named insured with respect to the work. The Contractor shall provide to the Client certificates of insurance evidencing that the contractually required insurance coverage has been procured.However,the Contractor's failure to provide the Client with the requisite certificates of insurance shall not constitute a waiver of this provision by the Engineer. The Client and Engineer waive all rights against each other and against the Contractor and consultants, agents and employees of each of them for damages to the extent covered by property insurance during construction. The Client and Engineer each shall require similar waivers from the Contractor, consultants, agents and persons or entities . awarded separate contracts administered under the Client's own forces. 30. Hazardous Materials/Pollutants: Unless otherwise provided by this Agreement, the Engineer and Engineer's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials/pollutants in any form at the Project site, including but not limited to mold/mildew, asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic/hazardous/pollutant type substances. Furthermore, Client understands that the presence of mold/mildew and the like are results of prolonged or repeated exposure to moisture and the lack of corrective action. Client also understands that corrective action is a operation, maintenance and repair activity for which the Engineer is not responsible. • June 13, 2005 P:\Proposals\Terms and Conditions\GT&C 2005.061305.doc 10