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R-1142 - 11/08/2011 - AGREEMENT - ResolutionsRESOLUTION 2011- AG -EXI -R -1142 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND KLUBER, INC. TO PROVIDE FOR AN ELECTRICAL STUDY OF BUTLER GOVERNMENT CENTER WHEREAS, the Village desires to increase the efficiency of the electricity systems serving the Butler Government Center ( "BGC ") in order to facilitate the operations of the BGC and make the distribution of electricity within the BGC more effective and efficient; and WHEREAS, Village staff has identified several deficiencies in the configuration of the existing BGC electrical system, and desires to retain an engineer to examine the existing electrical system and identify recommended changes to increase the efficiency and performance of that system (the "Project'); and WHEREAS, pursuant to Section 1 -7-6 of the Village Code, contracts for the services of architects, engineers, and land surveyors shall not be subject to the competitive bidding /proposal requirements of Chapter 1 of the Village Code, and shall be awarded in accordance with the provisions of the Local Government Professional Services Selection Act, 50 ILCS 51011 et seq., unless the total cost of the services provided is less than $25,000; and WHEREAS, Village staff has obtained a proposal from Kluber, Inc. Architects and Engineers ( "Kluber") to complete the Project for a total fee of $13,860.00, a copy of which proposal is attached as Exhibit A ( "Proposal "); and WHEREAS, Village staff have reviewed the Proposal and recommend that the Village Board approve the Proposal and authorize the execution of a Professional Services Agreement by and between. the Village and Kluber for the completion of the Project; and WHEREAS, the President and Board of Trustees have determined that it is in the best interests of the Village to enter into the Agreement in a final form as approved by the Village Attorney; NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows: Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook. Section 2: Aooroval of the Agreement. The President and Board of Trustees hereby approve the Agreement by and between the Village and Kluber a final form acceptable to the Village Manager and the Village Attorney to complete the Project for a cost not to exceed $25,000. Section 3: Authorization and Execution of the Agreement. The Village President and Village Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. Resolution 2011- AG -FI -R -1142 Electrical Study of BGC Agreement Page 2 of 2 APPROVED THIS 8'" day of November, 2011 Gopal G. Lalmalanf Village President PASSED THIS 8t' day of November, 2011 Ayes: Trustees Aktipis, Manzo, Moy, Wolin and Yusuf Absent: Trustee Zannis ATTEST: f� Charlotte K. Pruss Village Clerk 2 Proposal for Professional Services October 3, 2011 Mr. Michael Hullihan Village Engineer Village of Oak Brook Re: Oak Brook Butler Government Center Study Kluber, Inc. Proposal No. 111103.01 Dear Mr. Hullihan: Thank you for the opportunity to present this Proposal for Professional Services for the above referenced Project. It is our understanding that you wish to study modifications to the Project electrical and mechanical systems as discussed more fully herein. OVERVIEW OF PROJECT SCOPE The Project scope consists of the following studies: Separation of Resistive Heating Circuit Objective: Perform a study of the electrical distribution system to identify necessary modifications to segregate the building resistive heating from the balance of the building electrical loads. Determine the resultant energy savings based upon Utility Rate Structure and Franchise Agreement in performing this modification. Deliverables: • Narrative of recommended modifications to the electrical distribution system. • Schematic detail describing the intended modifications graphically. • Cost estimate of construction costs to achieve these modifications. • Cost estimate of potential savings. 2. Back Up Power Objective 1: Perform study of the electrical distribution system to identify necessary modification to install an optional back -up power supply system to accommodate the full building electrical needs in the event of a utility power outage. Objective 2: Perform study of the electrical distribution system to upgrade the current optional back -up power supply system to incorporate the Police Department Records room. Deliverables: • Narrative of recommended modifications to the electrical distribution to incorporate necessary modifications. • Schematic detail describing the intended modifications graphically. • Cost estimate of construction costs to achieve these modifications. 3. Life Support Objective: Perform study of relevant components of the building cooling and electrical systems to identify the necessary modifications to each system to provide continuous year - round (24/7, 365 days per year) temperature control of the Police Department Records Room independent of the balance of the building needs. KLUBER, INC. Proposal for Professional Services Kluber Architects + Engineers k .i Proposal for Professional Services Deliverables: • Narrative of recommended modifications to the mechanical and electrical systems to isolate the Police Department Records Room heating /cooling system. • Cost estimate of construction costs to isolate this system. 4. Server Room Objective: Perform a study of the electrical distribution system to redistribute electrical capacity within the server room area to accommodate increased internal electrical demand in this room. A 200 ampere distribution panel is desired in this room. The existing building service capacity is adequate for this internal electrical demand. 5. UPS Deliverables: • Narrative of recommended modifications to the electrical distribution system. • Cost estimate of construction cost td perform this work. Objective: Perform a study to determine the disposition of the existing static uninterruptible power supply serving the communications center. Deliverables: • Narrative of recommendation for repurposing of the static uninterruptible power supply with supporting rationale. INITIAL INFORMATION • The program for the Project has been conveyed by email dated September 27, 2011. This Proposal contains Kluber's understanding of the project requirements. • The Cost of the Work is not currently defined. The Cost of the Work is the total cost to construct all elements of the Project designed or specified by Kluber, Inc.; it does not include A/E fees, land acquisition costs, permit fees, financing costs, contingencies for changes in the Work, or other soft costs that are the responsibility of the Owner. • The anticipated Project schedule is to complete the Study and Report within sixty days of acceptance of this proposal. • The intended Project delivery method is a single contract for General Construction; single bid package. • The Owner's representative for the Project will be Michael Hullihan. • Kluber, Inc.'s representative for the Project will be Michael Kluber. SCOPE OF SERVICES Kluber, Inc. proposes to provide usual and customary architectural and engineering Basic Services for the Project as set forth in the standardized AIA B727'— 2007 Standard Form of Agreement between Owner and Architect (as modified by the attached Terms and Conditions), and in accordance with the general understandings applicable to our relationship with you. KL INC. Kluber Proposaposal l for Professional Services Architects + Engineers Proposal for Professional Services TERMS AND CONDITIONS The terms and conditions of this Proposal for Professional Services (the Proposal) are as set forth in AIA Document 8101 — 2007 Standard Form of Agreement Between Owner and Architect, with the following modifications: ARTICLE 1 INITIAL INFORMATION Delete § 1.1 and § 1.2 in their entireties. Refer, instead, to the Proposal for Overview Of Project Scope and Initial Information upon which the Agreement is based. ARTICLE 2 ARCFBTECI"S RESPONSIBILITIES After § 2.2, add § 2.2.1, § 2.2.1.1 and § 2.2.1.2 as follows: "§ 2.2.1 It is recognized by the Owner and Architect that no set of contract documents is error or omission free. In light of this fact, the Owner and Architect agree that § 2.2.1.1 If errors and/or omissions that are the fault of the Architect in the Project are detected in the Contract Documents before the work is in place, the cost of any redesign required to incorporate the item or feature omitted or to correct the error shall be home by the Architect The cost to change the Contract Documents shall be the limit of the Architect's liability. Any additional construction costs in this instance resulting from the inclusion of the omitted item or feature shall be borne by the Owner. § 2.2.1.2 If errors in the Project are detected in the Contract Documents after bidding, and if revision, removal or replacement of a portion of the work is required, then the Architect shall bear the cost of my redesign required for this revision, removal and/or replacement However, if the replacement item is of a higher value than what was removed, the difference in value shall be home by the Owner as it adds betterment to the Project" §2.5.1 After "General Liability", add "$1,000,000 per claim; $2,000,000 aggregate" §2.5.2 After "Automobile Liability", add "$1,000,000" §2.5.3 After "Workers' Compensation ", add "$1,000,000" §2.5.4 After "Professional Liability", add "2,000,000 per claim; $2,000,000 aggregate" After § 2.5.4 add § 2.6 and § 2.6.1 as follows: "§ 2.6 The LEED Omen Building Rating System and other similar environmental guidelines (collectively "LEER ") utilize certain design and usability recommendations on a project in order to promote an environmental friendly and energy efficient facility. In addressing these guidelines, the Architect shall perform its services in accordance with that degree of skill and care ordinarily exercised by similarly situated members of the Architect's profession involved in the design of similar projects in the same locale as the Project The Owner acknowledges and understands, however, that LEED is subject to various and possibly contradictory interpretation. Furthermore, compliance may involve factor beyond the control of the Architect including but not limited to, the Owneri use and operation of the completed project Nothing in this Agreement shall create any obligation or warranty on the part of the Architect or any consultant serving hereunder that the Project 1) shall obtain a LEER certification; or 2) shall, after construction perform as a low-energy, efficient design structure. Services relating to LEED administration and documentation shall be an additional service." § 2.6.1 Architect shall use reasonable care consistent with the foregoing standard in interpreting and designing in accordance with LEED. Architect shall not be responsible for the Contractor's or Construction Manager's failure to adhere to the Contract Documents and any applicable laws, codes and regulations incorporated therein, nor for any changes to the design made by the Owner without the direct participation and written approval of the Architect Likewise, the Architect shall not be responsible for any environmental or energy issues arising our of the Owner's use and operation of the completed project" ARTICLE 3 SCOPE OF ARCFBTECF'S BASIC SERVICES At the end of § 3.1.2, append the following: "Architect represents that all work will be performed in accordance with the Illinois Architecture Practice Act, current edition and all rules and regulations promulgated thereunder." After § 3.4.5, add § 3.4.6 and § 3.4.7 as follows: " §3.4.6 The Architect shall afford the Owner, and its counsel, the opportunity to review and comment upon the instructions to bidder, bidding fors, bidding requirements, and supplementary conditions in sufficient time to permit any changes deemed necessary by Owner prior to their being published and available to the bidding public. § 3.4.7 Notwithstanding anything to the contrary contained in this Agreement, the Owner's review and acceptance (or approval) of any and all documents or other matters required herein shall be for the sole purpose of famishing the Architect with information as to Owner's objectives and goals with respect to the Project Such review and acceptance (or approval) shall not be for determining the propriety, accuracy or completeness of the Architect's work; shall not create arty liability on the part of the Owner for errors, omissions or inconsistencies or other fault in the Architect's work." Delete § 153.1 in its entirety. Delete § 3.5.3.2 in its entirety. In § 3.6.1.1 delete "Contractor" in the first sentence and replace with "Contractor or Construction Manager, as applicable, ". In § 3.6.2.2 after "Contractor, in the third sentence, add " Construction Manager, ". ARTICLE ADDITIONAL SERVICES Delete § 4.1 and § 4.2 in their entireties. Refer, instead, to the Proposal for a list of Additional Services contemplated and indications of which Additional Services for the Project will be provided by the Architect and the method of compensation for each. Retain § 4.3, § 4.3.1 and § 4.32 [contingent Additional Services] in their entireties. Delete § 4.3.3 in its entirety. Refer instead to the Proposal fm the limits of Construction Phase Basic Services. KWBER, INC. Proposal for Professional Services Kluber Architects + Engineers Proposal for Professional Services ARTICLE 7 COPYRIGHTS AND LICENSES After § 7.2, add § 7.2.1 as follows: "§ 7.2.1 Architect hereby grants Owner a nonexclusive, worldwide right and license to use, reproduce, adapt, alter, add to, distribute, display, sell, maintain, operate, create, construct and destroy the Project, for the full term of copyright. Architect further states that it shall not design a building for a third parry that is the some as, in substantially similar to the Project." §7.3 Revise the first sentence to mad: "Upon execution of this Agreement, the Architect grants to the Owner nonexclusive, worldwide right and license to use, reproduce, adapt, alter, add to, distribute, and display the Consulting Architect's Instruments of Service solely and exclusively for purposes of constructing using, maintaining, altering, operating creating, destroying and adding to the Project for the full term of copyright, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement" ARTICLE 8 CLAIMS AND DISPUTES Delete § 8.2.1 and replace with the following: "§ 8.2.1 The parties agree to make every effort to resolve disputes between themselves in good faith. Where they agree it would be helpful, the parties agree to use the services of one or mom Mediators recognized by the Circuit Court for the Sixteenth Judicial Circuit, Kane County, Illinois, with the costs of such service being paid equally by both parties." Delete § 8.2.2 and replace with the following: "§ 8.2.2 Where differences arise between the parties which cannot be resolved between them or with the assistance of mediation as described in 8.2.1 above, then the matter will be resolved through litigation in the Circuit Court for the Sixteenth Judicial Circuit, Kane County, Illinois. The prevailing party shall be entitled to recover its costs, including expert witness fees and reasonable attorney fees." Check box in § 8.2.4, indicating option for [Litigation in a court of competentjurisdiction] is selected. Delete § 8.3 [Arbimation] in its entirety. ARTICLE 10 MISCELLANEOUS PROVISIONS After § 10.8 add § 10.9, § 10.10 and § 10.10.1 as follows: " §10.9 The Owner acknowledges that the Architect is a corporation and agrees that any claim made by the Owner arising out of any act or omission of any director, officer or of the employee of the Architect, in the execution of performance of this Agreement, shall be made against the Architect and not against such director, officer or employee. §10.10 To the extent the following applies, Architect shall comply with all federal, state and local laws, rides and regulations applicable to the work including without limitation a0 building codes, the Americans with Disabilities Act, the requirements of the Equal Employment Opportunity Clause of the Illinois Human Rights Act, (775 ILCS 52 -105), the Hiles and regulations of the Illinois Department of Human Rights, the Public Works Employment Discrimination Act (775 ILCS 5/10 et seq.), and all laws and regulations pertaining to occupational and work safety. The Architect's signature on this document herein certifies that it had a sexual harassment policy in effect which complies with 775 ILCS 52 -105. Architect makes no warranties, express or implied §10.10.1 In the event of the Architect's non - compliance with the provisions of the foregoing Equal Employment Opportunity Clause, the Illinois Human Rights Act, in the rules and regulations of the Illinois Department of Human Rights, the Architect may be declared ineligible for fuhme contracts or subcontracts and this Agreement may be canceled and voided in whole or in part and such other sanctions or other penalties may be imposed as provided by statue or regulation. However, any forbearance or delay by the Owner in canceling this contract shall not be constituted as and does not constitute the Owner's consent to such a violation or the Owner's waiver of any rights it may have." ARTICLE I1 COMPENSATION Delete § 11.1 through § 11.9 in their entireties. Refer, instead, to the Proposal for terms of compensation fm services and mimbursable expenses. Delete § 11.10.1 [initial payment]. Delete § 11.10.2 and replace with the following: -§11.10.2 Unless otherwise agreed, payments for services shall be made monody in proportion to services performed. Payments are due and payable upon presentation of the Architect's invoice, but in the event no later than as required by stature for govemmenlal entities." ARTICLE 13 SCOPE OF THE AGREEMENT Delete § 13.2.2 [Digital Data Protocol Exhibit]. Under § 13.2.3 [documents amending the Agreement] add the following: "Kluber, Inc. Proposal for Professional Services as attached to these Terms and Conditions." KLUBER, INC. Proposal for Professional Services Kluber Architects + Engineers Proposal for Professional Services COMPENSATION Kluber, Inc. proposes to provide the Basic Services described above on a lump sum fee basis as scheduled hereafter: Study Fee 1. Separation of Resistive Heat Circuit $2,970.00 2. Back Up Power $4,785.00 3. Life Support $2,970.00 4. Server Room $2,310.00 5. UPS $825.00 Total Fee $13,860.00 Additional services, where requested by Owner, will be provided in accordance with the 2011 hourly rate schedule, which may be amended annually, set forth below. Staff Project Mechanical Engineer .... ............................... Project Electrical Engineer ....... ............................... Project Structural Engineer ....... ............................... Project Architect ............................... Interior Design .. ............................... Engineering Intern ........................... Plumbing Designer .......................... Architectural Intern ........................... Senior Project Coordinator ............... Project Coordinator ......................... Hourly Rate ........... $165.00 ........... $165.00 ........... $165.00 ........... $135.00 ........... $115.00 ........... $115.00 ........... $105.00 ............. $95.00 ............. $75.00 .. ............................... $55.00 Compensation for Services does not include the services of other independent professionals, associates, or other consultants. If they are required, our fee will be increased by the direct costs of those services multiplied by a factor of 1.15 for overhead, coordination and management of the delivery of those services. Reimbursable Expenses incurred in connection with our services will be charged on the basis of cost, without additional markup. Anticipated reimbursable expenses for this project include travel, expedited courier services, printing and plotting, document reproduction, and premiums for professional liability insurance in excess of usual and customary coverage, and are anticipated not to exceed $750.00. Limitation of Liability: to the fullest extent permissible by law, Kluber, Inc, limits its liability, to include defense costs such as attorney's fees, for any reason to an amount no greater than two times fee, excluding reimbursable expenses. FINAL NOTE If this proposal satisfactorily sets forth your understanding of our agreement, we would appreciate your formal authorization to continue with this Work. We are available to discuss any aspect of this proposal with you at your convenience. Thank you for your interest in our firm. We look forward to serving your needs now and in the future. KLUBER, INC. Proposal for Professional Services Kluber Architects + Engineers i J.J Proposal for Professional Services Sincerely, Michael T. Kluber, P.E. Director KLUBER, INC. Accepted (Signature) Date By (printed name and title) Confidentiality Notice: The contents of this proposal are confidential and may not be distributed to persons other than employees and agents of Village of Oak Brook. IQ INC. KI u b e r - Proposaposal l for Professional Services + °.. Architects + Engineers C"°AXe Village of Oak Brook ORIGINAL Purchase Order 1200 Oak Brook Road s; ;® Oak Brook, IL 60523-2255 '�*`� o Fiscal Year 2011 Page 1 of 1 , s, ,r (630)368-5000 UNSV��y www.oak-brook.Org Revisions 000 'PHISNUMBERMUSTAPPEARONA . lNttptOE , PACKAGES AND SHIPPING PAPERS, B°; 300 Purchase I VILLAGE OF OAK BROOK Expiration Date 12/31/2011 Order# 20110798-000 PUBLIC WORKS 1200 OAK BROOK ROAD Delivery must be made within T OAK BROOK, IL 60523 doors of specified destination. 0 s_ 321 E KLUBER, INC. H VILLAGE OF OAK BROOK N 901 N BATAVIA AV SUITE 301 I BUILDINGS AND GROUNDS D BATAVIA, IL 60610 3003 JORIE BLVD Q' T"' OAK BROOK, IL 60523 R O` Vendor Phone Number' Vendor-Fax Number Requisition Number DeliveniReferertce 630-406-1213 20110939 DARREN MARTENS Date Ordered Vendor.Number Date Required Freight Method/Terme Department/Location 12/20/2011 14798 BUILDINGS AND GROUNDS item# Description/Part,No = Qty UOM ' Unit Price Extended Price 1 BGC - ELECTRICAL STUDY 1.0 Each $15,180.00000 $15,180.00 421 - 90400 15,180.00 Purchase Order Total V $15,180.00 Village Manager PURCHASING COPY VILLAGE OF OAK BROOK PURCHASING TERMS AND CONDITIONS 1. This purchase order, when not indicated CONFIRMING, is an offer to purchase the indicated goods or services. Acceptance of this purchase order is evidence that a contract exists between the vendor(contractor)and the Village of Oak Brook. 2. This purchase order, when indicated CONFIRMING, is issued as evidence that a contractual agreement has been reached between the vendor(contractor)and the Village of Oak Brook. 3. All applicable portions of the Uniform Commercial Code shall govern this contract between the vendor and the Village of Oak Brook. 4. Where applicable, the vendor (contractor) shall be governed by the Illinois Prevailing Wage Act; 820 ILCS 130-0.01 and following sections. 5. The vendor is required to submit a Material Safety Data Sheet (MSDS), prior to or at the time of delivery, if any toxic substance is contained in the product per 820 ILCS 255/11. 6. All pricing must be FOB delivery point. Where shipping costs are not included in the stated price on the purchase order, the vendor shall prepay such costs and add to the invoice. 7. Where circumstances or conditions exist preventing effective inspection of the goods at the time of delivery, the Village of Oak Brook reserves the right to inspect the goods at a reasonable time subsequent to delivery. 8. All invoices are to be directed to the"BILL TO"address on the front side of this Purchase Order. 9. The Village of Oak Brook complies with the Illinois Local Government Prompt Payment Act which states that any bill approved for payment shall be paid within 30 days after date of approval. 10. The Village of Oak Brook approves accounts payable twice monthly. 11. The Village of Oak Brook is exempt from payment of State, Federal Excise and Illinois Retailers Occupational taxes. The Village's tax exemption number is E9997-4381-06,and our Federal Identification Number is 36-6009534. 12. Vendors are required to comply with all Federal and State Laws and Regulations, including but not limited to, all Equal Employment Opportunity,Affirmative Action statutes,as required by law. 13. Vendors are required to comply with all Insurance Requirements as set by the Village of Oak Brook, including but not limited to General Liability, Property, Workers Compensation and Automobile. The Village of Oak Brook must be listed as additional insured. 14. In case any article sold and delivered to the Village of Oak Brook shall be protected by any patent or copyright, the seller agrees to defend, indemnify and save harmless the Village of Oak Brook from and against any and all suits, claims, judgments, and costs instituted or recovered against it by any persons whomsoever on account of the use or sale of such article by the Village in violation of rights under such patent or copyright. 15. Any Act done or omitted to be done by the seller in violation or disregard of the foregoing terms and conditions shall not be binding upon the Village of Oak Brook, nor shall the Village be responsible for any damage or loss to the seller arising out of,or in consequence of,any such act or omission. 16. Vendor certifies that it is not barred from contracting with the Village of Oak Brook as a result of violation of either Section 5/33E-3(bid-rigging)or 5/33E-4(bid rotating)of Chapter 720 of the Illinois Compiled Statues. 17. Vendor certifies that it does and will provide a drug-free workplace by complying with Section 3 of the Illinois Drug Free Workplace Act, being 30 ILCS 580/3. 18. Vendor states under oath pursuant to 65 ILCS 5/11-42.2-1 that it is not delinquent in the payment of any tax administered by the Illinois Department of Revenue. 19. Vendor certifies that it has and will comply with Section 5/2-105 of the Human Rights Act (775 ILCS 5/2-105), including having a written sexual harassment policy which complies with said section.