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R-1518 - 12/08/2015 - ENGINEERING - Resolutions Supporting Documents ITEM 1 O.A. 1) AGE 0 OAk p9 v O O V �oura r�t, AGENDAITEM Regular Board of Trustees Meeting of December 8, 2015 SUBJECT: Electrical and Generator Design Agreement for the Butler Governmental Center FROM: Riccardo F. Ginex, Village Manager Doug Patchin, Interim Public Works Director BUDGET SOURCE/BUDGET IMPACT: $81,409.00 is budgeted in 421-90400 RECOMMENDED MOTION: Motion to Approve Resolution - 1518 Approving an Engineering Services Agreement with Kouber, Inc. for the Electrical and Generator Design for the Butler Governmental Center. Background/History: In 2014, the Village Board gave approval to seek proposals for the Police Department Lock-Up Facility. At the August 11, 2015 Board meeting,the Board affirmed moving forward with a final selection process and negotiations with the chosen architectural firm. During this process, it became evident that we should also bring Kluber Engineering into the discussion pertaining to electric power and HVAC in the Butler Government Center. It was found to be advantageous to the Village if we incorporate the planned emergency power and electrical upgrade work into the Police Department building improvements. While we have not come to any agreement on terms with William's Architect's for the Police remodeling, staff did discuss coming forward with an engineering agreement with Kluber, Inc., during our budget presentations. Even if the Police remodeling was not approved, with this agreement,the Village is looking to remove the Butler Government Center from our electric heat and convert it to all gas. Additionally,this design phase would modify the electrical service to allow for a stand-by power source adequate to operate full building operations. This design project would also allow for the future electrical connections for the police department build-out if and when it would happen. Recommendation: The Board adopts the resolution as presented. Last saved by rserence J:\WORDDOC\Bid Recommendations\2015 Bid Recommendations\2015 Electric and Generator Design Kluber.doex Last printed 12/2/2015 4:52 PM 1(_L__ RESOLUTION 2015-ENG-ELEC-BGC-AG-R-1518 A RESOLUTION APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND KLUBER, INC. FOR ENGINEERING SERVICES RELATED TO EMERGENCY POWER AND ELECTRIC UPGRADES FOR THE BUTLER GOVERNMENT CENTER WHEREAS, the Village desires to retain an engineer to design a new emergency power system electrical upgrades for the Butler Government Center("Services'l; and WHEREAS, Kluber, Inc. ("Kluber"), previously performed a preliminary study of the deficiencies of the existing power system at the Butler Government Center and performed other various engineering projects for the Village; and WHEREAS, pursuant to the Local Government Professional Services Selection Act ("Act'), 50 ILCS 510/0.01 et seq., and Section 1-7-6 of the Village Code, the Village is not required to follow the notice, evaluation, and selection procedures set forth in the Act for engineering services provided by engineers who have a satisfactory relationship with the Village; and WHEREAS, the Village and Kluber desire to enter into and execute an agreement for Kluber to provide the Services to the Village for an amount not to exceed $81,409.00 ("Agreement'), which Agreement is attached to this Resolution as Exhibit A; and WHEREAS, the President and Board of Trustees have determined that it is in the best interest of the Village to enter into the Agreement; 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: Approval of Agreement. The President and Board of Trustees hereby approve the Agreement with Kluber for the Services in substantially the same form as attached as Exhibit A and in a final form approved by the Village Attorney. Section 3: Authorization and Execution of Agreement. The Village Manager and Village Clerk shall be, and hereby are, authorized to execute the Agreement between the Village after receipt of the final Agreement fully executed by Kluber. Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and approval in the manner provided by law. [SIGNATURE PAGE FOLLOWS] Resolution 2015-ENG-ELEC-BGC-AG-R-1518 Authorizing Agreement With Kluber, Inc. For Engineering Services Re: Emergency Power And Electric Upgrades For The Butler Government Center Page 2 of 3 APPROVED THIS 8th day of December, 2015 Gopal G. Lalmalani Village President PASSED THIS 8th day of December, 2015 Ayes: Nays: Absent: ATTEST: Charlotte K. Pruss Village Clerk #28913130_vl 2 #37935383_vl Resolution 2015-ENG-ELEC-BGC-AG-R-1518 Authorizing Agreement With Kluber, Inc. For Engineering Services Re: Emergency Power And Electric Upgrades For The Butler Government Center Page 3 of 3 EXHIBIT A AGREEMENT 3 #37935383 vl CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND KLUBER, INC. FOR ELECTRICAL ENGINEERING SERVICES In consideration of the agreements set forth below, the Village of Oak Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and existing under the laws of the State of Illinois (the "Owner" or "Village"), and Kluber, Inc., 10 South Shumway Avenue, Batavia, Illinois 60510, an engineering firm (the "Consultant"), make this Contract as of , 2015, and hereby agree as follows: ARTICLE I THE SERVICES 1.1 Performance of the Services Consultant shall, at its sole cost and expense, provide, perform, and complete all of the following services, all of which is herein referred to as the "Services A. Labor Equipment Materials and Supplies. Provide, perform, and complete, in the manner described and specified in this Contract, all professional services necessary to accomplish the "Project," as defined in the following: 1. The Consultant's Proposal attached to this Contract as Attachment A, and 2. With the insurance coverage listed in Attachment B attached to this Contract. B. Insurance. Procure and furnish all required certificates and policies of insurance specified in Attachment B. C. Standard of Performance. Provide, perform, and complete all of the foregoing in a professional manner, consistent with the professional standards of care of qualified engineers doing similar service in the Chicago Metropolitan Area and in full compliance with this Contract (the "Standard of Performance"). 1.2 Completion Date Consultant shall diligently and continuously perform the Services at such a rate as will allow the Services to be fully performed and completed in compliance 1 with this Contract not later than the "Completion Date" set forth in Attachment A. The rate of progress and time of completion are referred to in this Contract as the "Contract Time." 1.3 Required Submittals A. Submittals Required. Consultant shall submit to Owner all reports, documents, data, and information required to be submitted by Consultant under this Contract (the "Required Submittals"). B. Time of Submission and Owner's Review. All Required Submittals shall be provided to Owner no later than the time, if any, specified in Attachment A, or otherwise in this Contract. If no time for submission is specified for any Required Submittal, then that Submittal shall be submitted within a reasonable time in light of its purpose and, in all events, in sufficient time, in Owner's opinion, to permit Owner to review that Submittal same prior to the commencement of any part of the Services to which that Submittal may relate. Owner shall have the right to require such corrections as may be necessary to make any Required Submittal conform to this Contract. No Services related to any Required Submittal shall be performed by Consultant until Owner has completed review of such Required Submittal with no exception noted. Owner's review and approval of any Required Submittal shall not relieve Consultant of the entire responsibility for the performance of the Services in full compliance with, and as required by or pursuant to this Contract, and shall not be regarded as any assumption of risk or liability by Owner. The Consultant shall not be held liable for claims of delay caused by the Owner's failure to timely review and approve any Required Submittal. 1.4 Review and Incorporation of Contract Provisions Consultant represents and declares that it has carefully reviewed, and fully understands, this Contract, including all of its Attachments, all of which are by this reference incorporated into and made a part of this Contract. 1.5 Financial and Technical Ability to Perform Consultant represents and declares that it is financially solvent, and has the financial resources necessary, and has sufficient experience and competent, and has the necessary capital, facilities, organization, and staff necessary to provide, perform, and complete the Services in full compliance with, and as required by or pursuant to, this Contract. 1.6 Time Consultant represents and declares that the Contract Time is sufficient time to permit completion of the Services in full compliance with, and as required by or pursuant to, this Contract for the Contract Price. 2 1.7 Consultant's Personnel and Sub-Consultants A. Consultant's Personnel. Consultant shall provide all personnel necessary to complete the Services. B. _Approval and Use of Sub-Consultants. Consultant shall perform the Services with its own personnel and under the management, supervision, and control of its own organization unless otherwise approved by Owner in writing. All sub-consultants and subcontracts used by Consultant shall be acceptable to, and approved in advance by, Owner. Owner's approval of any sub-consultant or subcontract shall not relieve Consultant of full responsibility and liability for the provision, performance, and completion of the Services in full compliance with, and as required by or pursuant to, this Contract. All Services performed under any subcontract shall be subject to all of the provisions of this Contract in the same manner as if performed by employees of Consultant. Every reference in this Contract to "Consultant" shall be deemed also to refer to all sub-consultants of Consultant. Every subcontract shall include a provision binding the sub-consultant to all provisions of this Contract. C. Removal of Personnel and Sub-Consultants. If any personnel or sub- consultant fails to perform the part of the Services undertaken by it in compliance with this Contract or in a manner reasonably satisfactory to Owner, Consultant, immediately upon notice from Owner, shall remove and replace such personnel or sub-consultant. Consultant shall have no claim for damages, for compensation in excess of the Contract Price, or for a delay or extension of the Contract Time as a result of any such removal or replacement. 1.8 Owner's Responsibilities Owner shall, at its sole cost and expense: (a) designate in writing a person with authority to act as Owner's representative and on Owner's behalf with respect to the Services except those matters that may require approval of Owner's Board of Trustees; (b) provide to Consultant all criteria and full information as to Owner's requirements for the Project or work to which the Services relate, including Owner's objectives and constraints, schedule, space, capacity and performance requirements, and budgetary limitations relevant to the Project; (c) provide to Consultant all existing studies, reports, and other available data relevant to the Project; (d) arrange for access to and make all provisions for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services; (e) provide surveys describing physical characteristics, legal limitations, and utility locations for the Project and the services of geotechnical engineers or other consultants when such services are reasonably requested by Consultant and are necessary for the performance of the Services; (f) provide structural, mechanical, chemical, air and water pollution tests, test for hazardous materials, and other laboratory and environmental tests, inspections, and reports required by law to be 3 provided by Owner in connection with the Project; (g) review Required Submittals and other reports, documents, data, and information presented by Consultant as appropriate; (h) provide approvals from all governmental authorities having jurisdiction over the Project when such services are reasonably requested by Consultant; (i) except as provided in Article IV of this Contract, provide all accounting, insurance, and legal counseling services as may be necessary from time to time in the judgment of Owner to protect Owner's interests with respect to the Project; 0) attend Project related meetings; and (k) give prompt written notice to Consultant whenever Owner observes or otherwise becomes aware of any development that affects the scope or timing of the Services, provided, however, that failure to give such notice shall not relieve Consultant of any of its responsibilities under this Contract. 1.9 Owner's Right to Terminate or Suspend Services for Convenience A. Termination or Suspension for Convenience. Owner shall have the right, at any time and for its convenience, to terminate or suspend the Services in whole or in part at any time by written notice to Consultant. Every such notice shall state the extent and effective date of such termination or suspension. On such effective date, Consultant shall, as and to the extent directed, stop Services under this Contract, cease all placement of further orders or subcontracts, terminate or suspend Services under existing orders and subcontracts, and cancel any outstanding orders or subcontracts that may be canceled. B. Payment for Completed Services. In the event of any termination pursuant to Subsection 1.9A above, Owner shall pay Consultant (1) such direct costs, including overhead, as Consultant shall have paid or incurred for all Services done in compliance with, and as required by or pursuant to, this Contract up to the effective date of termination; and (2) such other costs pertaining to the Services, exclusive of overhead and profit, as Consultant may have reasonably and necessarily incurred as the result of such termination. Any such payment shall be offset by any prior payment or payments and shall be subject to Owner's rights, if any, to withhold and deduct as provided in this Contract. ARTICLE II CHANGES AND DELAYS 2.1 Changes Owner shall have the right, by written order executed by Owner, to make changes to the timing or scope of the Services to be provided pursuant to this Contract (a "Services Change Order"). When a Services Change Order causes an increase or decrease in the amount of the Services, an equitable adjustment in the Contract Price or Contract Time may be made. No decrease in the amount of the Services caused by any Services Change Order shall entitle Consultant to make any claim for damages, anticipated profits, or other compensation. Consultant shall not 4 undertake any change in the Services without receipt of an executed Services Change Order from Owner. 2.2 Delays For any delay that may result from causes that could not be avoided or controlled by Consultant, Consultant, upon timely written application, shall be entitled to an extension of the Contract Time for a period of time equal to the delay resulting from such unavoidable cause. No extension of the Contract Time shall be allowed for any other delay in completion of the Services. In the event of a delay in the project outside of the control of Consultant that affects Consultant's ability to perform the Services, the Contract Price shall be adjusted for any actual increase in costs necessarily incurred by Consultant in the performance of the Services. 2.3 No Constructive Service Change Orders No claim for an equitable adjustment in the Contract Price or Contract Time shall be made or allowed unless it is embodied in a Services Change Order agreed to by Owner and Consultant. If Consultant believes it is entitled to an equitable adjustment in the Contract Price or Contract Time that has not been included, or fully included, in a Services Change Order, then Consultant shall submit to Owner a written request for the issuance of, or revision of, a Services Change Order, including the equitable adjustment, or the additional equitable adjustment, in the Contract Price or Contract Time that Consultant claims has not been included, or fully included, in a Services Change Order. Such request shall be submitted before Consultant proceeds with any Services for which Consultant claims an equitable adjustment is due. ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES 3.1 Representation of Compliance A. Scope of Representation. The Services and all of its components shall conform to the requirements of this Contract and shall be performed in accordance with Standard of Performance as defined in Subsection LID of this Contract (the "Representation of Compliance"). B. Opinions of Cost. It is recognized that neither Consultant nor Owner has control over the costs of labor, material, equipment or services furnished by others or over competitive bidding, market or negotiating conditions, or construction contractors' methods of determining their prices. Accordingly, any opinions of probable Project costs or construction costs provided for herein are estimates only, made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as an experienced and qualified professional, familiar with the industry. Consultant does not guaranty that proposals, bids or actual 5 Project costs or construction costs will not vary from opinions of probable cost prepared by Consultant. 3.2 Corrections Consultant shall be responsible for the quality, technical accuracy, completeness and coordination of all Services under this Contract. Consultant shall, promptly and without charge, correct all errors in any Services provided by Consultant. 3.3 Risk of Loss The Services shall be provided, performed, and completed at the risk and cost of Consultant. Consultant shall be responsible for damages to property or persons to the extent caused by Consultant's errors, omissions, or negligent acts and for any losses or costs to repair or remedy any work undertaken by Owner based on the Services as a result of any such errors, omissions, or negligent acts. Notwithstanding any other provision of this Contract, Consultant's obligations under this Section 3.3 shall exist without regard to, and shall not be construed to be waived by, the availability or unavailability of any insurance, either of Owner or Consultant, to indemnify, hold harmless, or reimburse Consultant for such damages, losses, or costs. ARTICLE IV INSURANCE; INDEMNIFICATION 4.1 Insurance Contemporaneous with Consultant's execution of this Contract, Consultant shall provide certificates and policies of insurance evidencing at least the minimum insurance coverage and limits set forth in Attachment B. For good cause shown, Owner may extend the time for submission of the required policies of insurance upon such terms, and with such assurances of complete and prompt performance, as Owner may impose in the exercise of its sole discretion. Such policies shall be in a form reasonably acceptable to Owner. Such insurance shall provide that no change to or cancellation of any insurance, nor any reduction in limits or coverage or other modifications affecting this Agreement, shall become effective until the expiration of 30 days after written notice thereof shall have been given by the insurance company to Owner. Consultant shall, at all times while providing, performing, or completing the Services, including without limitation at all times while providing corrective Services pursuant to Section 3.2 of this Contract, maintain and keep in force, at Consultant's expense, at least the minimum insurance coverage and limits set forth in Attachment B. 6 4.2 Indemnification Consultant, without regard to the availability or unavailability of any insurance, either of Owner or Consultant, shall, to the fullest extent permitted by law, indemnify, save harmless, and reimburse Owner against any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, that may arise or be alleged to have arisen out of or in connection with Consultant's negligent acts, errors, or omissions, except only to the extent caused by the sole negligence of Owner. ARTICLE V PAYMENT 5.1 Contract Price Owner shall pay to Consultant, in accordance with and subject to the terms and conditions set forth in this Article V and Attachment A, and Consultant shall accept in full satisfaction for providing, performing, and completing the Services, the amount or amounts in the schedule of prices set forth in Attachment A ("Contract Price"), subject to any additions, deductions, or withholdings provided for in this Contract. 5.2 Taxes, Benefits and Royalties The Contract Price includes applicable federal, state, and local taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or other similar benefits. Consultant shall have no claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees. 5.3 Progress Payments A. Payment in Installments. The Contract Price shall be paid in monthly installments in the manner set forth in Attachment A ("Progress Payments"). B. Pay Requests. Consultant shall, as a condition precedent to its right to receive each Progress Payment, submit to Owner an invoice accompanied by such receipts, vouchers, and other documents as may be necessary to reasonably establish Consultant's prior payment for all labor, material, and other things covered by the invoice and the absence of any lien or other interest of any party in regard to the Services performed under this Contract. In addition to the foregoing, such invoice shall include (a) employee classifications, rates per hour, and hours worked by each classification, and, if the Services are to be performed in separate phases, for each phase; (b) total amount billed in the current period and total amount billed to date, and, if the Services are to be performed in separate phases, 7 for each phase; (c) the estimated percent completion, and, if the Services are to be performed in separate phases, for each phase; and (d) Consultant's certification that, to the best of Consultant's knowledge, information, and belief, all prior Progress Payments have been properly applied to the Services with respect to which they were paid. Owner may, by written notice to Consultant, designate a specific day of each month on or before which pay requests must be submitted. 5.4 Final Acceptance and Final Payment The Services or, if the Services are to be performed in separate phases, each phase of the Services, shall be considered complete on the date of final written acceptance by Owner of the Services or each phase of the Services, as the case may be, which acceptance shall not be unreasonably withheld or delayed. The Services or each phase of the Services, as the case may be, shall be deemed accepted by Owner if not objected to in writing within 30 days after submission by Consultant of the Services or such phase of Services for final acceptance and payment plus, if applicable, such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the Services, or phase of Services, as the case may be. Within 30 days after final acceptance, Owner shall pay to Consultant the balance of the Contract Price or, if the Services are to be performed in separate phases, the balance of that portion of the Contract Price with respect to such phase of the Services, after deducting therefrom charges, if.any, against Consultant as provided for in this Contract ("Final Payment"). The acceptance by Consultant of Final Payment with respect to the Services or a particular phase of Services, as the case may be, shall operate as a full and complete release of Owner of and from any and all lawsuits, claims, or demands for further payment of any kind for the Services or, if the Services are performed in separate phases, for that phase of the Services. 5.5 Deductions A. Owner's Right to Withhold. Notwithstanding any other provision of this Contract, Owner shall have the right to deduct and withhold from any Progress or Final Payment that may be or become due under this Contract such amount as may reasonably appear necessary to compensate Owner for any loss due to (1) Services that are defective, nonconforming, or incomplete; (2) liens or claims of lien; (3) claims of Consultant's sub-consultants., suppliers, or other persons regardless of merit; (4) delay by Consultant in the completion of the Services; (5) the cost to Owner, including reasonable attorneys' fees, of correcting any of the aforesaid matters or exercising any one or more of Owner's remedies set forth in Section 6.1 of this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of Owner's determination to deduct and withhold funds, which notice shall state with specificity the amount of, and reason or reasons for, such deduction and withholding. 8 B. Use of Withheld Funds. Owner shall be entitled to retain any and all amounts withheld pursuant to Subsection 5.5A above until Consultant shall have either performed the obligations in question or furnished security for such performance satisfactory to Owner. Owner shall be entitled to apply any money withheld or any other money due Consultant under this Contract to reimburse itself for any and all costs, expenses, losses, damages, liabilities, suits, judgments, awards, and reasonable attorneys' fees (collectively "Costs") incurred, suffered, or sustained by Owner and chargeable to Consultant under this Contract. Owner shall notify Consultant in writing given in accordance with Section 7.8 of this Contract of each application by Owner of money to reimburse such Costs. 5.6 Accounting Consultant shall keep accounts, books, and other records of all its billable charges and costs incurred in performing the Services in accordance with generally accepted accounting practices, consistently applied, and in such manner as to permit verification of all entries. Consultant shall make all such material available for inspection by Owner, at the office of Consultant during normal business hours during this Contract and for a period of three years after termination of this Contract. Copies of such material shall be furnished, at Owner's expense, upon request. ARTICLE VI REMEDIES 6.1 Owner's Remedies If it should appear at any time prior to Final Payment for all work that Consultant has failed or refused to perform, or has delayed in the performance of, the Services ("Event of Default"), and has failed to cure any such Event of Default within five business days after Consultant's receipt of written notice of such Event of Default, then Owner shall have the right, at its election and without prejudice to any other remedies provided by law or equity, to pursue any one or more of the following remedies: 1. Owner may require Consultant, within such reasonable time as may be fixed by Owner, to complete or correct all or any part of the Services that are defective, nonconforming, or incomplete and to such other action as is necessary to bring Consultant and the Services into compliance with this Contract. 2. Owner may terminate this Contract without liability for further payment of amounts due or to become due under this Contract. 3. Owner may recover from Consultant any and all costs, including reasonable attorneys' fees, incurred by Owner as the result of any 9 Event of Default or as a result of actions taken by Owner in response to any Event of Default. 6.2 Consultant's Remedy Consultant may terminate this Contract upon for failure of Owner to make Progress Payments to which Consultant is entitled if Owner has failed to cure such failure within five business days after Owner's receipt of written notice from Consultant of such failure. 6.3 Terminations and Suspensions by Owner Deemed for Convenience Any termination or suspension by Owner of Consultant's rights under this Contract for an alleged default that is ultimately held unjustified shall automatically be deemed to be a termination or suspension for the convenience of Owner under Section 1.9 of this Contract. ARTICLE VII LEGAL RELATIONSHIPS AND REQUIREMENTS 7.1 Binding Effect This Contract shall be binding on Owner and Consultant and on their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns. Every reference in this Contract to a party shall also be deemed to be a reference to the authorized officers, employees, agents, and representatives of such party. 7.2 Relationship of the Parties Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Contract shall be construed (1) to create the relationship of principal and agent, partners, or joint venturers between Owner and Consultant or (2) to create any relationship between Owner and any sub-consultant of Consultant. 7.3 No Collusion Consultant hereby represents and certifies that Consultant is not barred from contracting with a unit of state or local government as a result of (i) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless Consultant is contesting, in accordance with the procedures established by the appropriate revenue Act, its liability for the tax or the amount of the tax, as set forth in 65 ILCS 5/11-42.1-1 or (ii) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. Consultant hereby represents that the only persons, firms, or corporations 10 interested in this Contract as principals are those disclosed to Owner prior to the execution of this Contract, and that this Contract is made without collusion with any other person, firm, or corporation. If at any time it shall be found that Consultant has, in procuring this Contract, colluded with any other person, firm, or corporation, then Consultant shall be liable to Owner for all loss or damage that Owner may suffer thereby, and this Contract shall, at Owner's option, be null and void. 7.4 Assignment Consultant shall not (1) assign this Contract in whole or in part, (2) assign any of Consultant's rights or obligations under this Contract, or (3) assign any payment due or to become due under this Contract without the prior express written approval of Owner, which approval may be withheld in the sole and unfettered discretion of Owner; provided, however, that Owner's prior written approval shall not be required for assignments of accounts, as defined in the Illinois Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial Code, 810 ILCS 5/9-318. Owner may assign this Contract, in whole or in part, or any or all of its rights or obligations under this Contract, without the consent of Consultant. 7.5 Confidential Information All information supplied by Owner to Consultant for or in connection with this Contract or the Services shall be held confidential by Consultant and shall not, without the prior express written consent of Owner, be used for any purpose other than performance of the Services. 7.6 No Waiver No act, order, approval, acceptance, or payment by Owner, nor any delay by Owner in exercising any right under this Contract, shall constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or J Services, nor operate to waive any requirement or provision of this Contract or any remedy, power, or right of Owner. 7.7 No Third Party Beneficiaries No claim as a third party beneficiary under this Contract by any person, firm, or corporation (other than Owner and Consultant) shall be made or be valid against Owner or Consultant. 7.8 Notices All notices required or permitted to be given under this Contract shall be in writing and shall be deemed received by the addressee thereof when delivered in 11 person on a business day at the address set forth below or after being deposited in the United States mail, for delivery at the address set forth below by properly addressed, postage prepaid, certified or registered mail, return receipt requested. Notices and communications to Owner shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60302 Attention= Village Manager Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Muber, Inc. 10 South Shumway Avenue Batavia, Illinois 60510 Attention= Michael Kluber The foregoing shall not be deemed to preclude the use of other non-oral means of notification or to invalidate any notice properly given by any such other non-oral means. By notice complying with the requirements of this Section 7.8, Owner and Consultant each shall have the right to change the address or addressee or both for all future notices to it, but no notice of a change of address or addressee shall be effective until actually received. 7.9 Governing Laws This Contract and the rights of Owner and Consultant under this Contract shall be interpreted according to the internal laws, but not the conflict of laws rules, of the State of Illinois. 7.10 Changes in Laws Unless otherwise explicitly provided in this Contract, any reference to laws shall include such laws as they may be amended or modified from time to time. 7.11 Compliance with Laws and Grants The Services shall be provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations, and with applicable statutes, ordinances, rules, and regulations. This requirement 12 includes, but is not limited to, compliance with the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also comply with applicable conditions of any federal, state, or local grant received by Owner or Consultant with respect to this Contract or the Services. Consultant shall be liable for any fines or civil penalties that may be imposed or incurred by a governmental agency with jurisdiction over the Services as a result of Consultant's or its sub-consultants' improper performance of, or failure to properly perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. 7.12 Ownership of Documents Consultant and Consultant's sub-consultants shall be deemed the original authors and owners respectively of materials produced pursuant to this Contract and shall retain all common law, statutory and other reserved rights, including copyrights. Consultant hereby grants and conveys to Owner perpetual, irrevocable non-exclusive rights and license to use all Required Submittals and other materials produced under this Contract for Owner's purposes and no other purposes. 7.13 Time Except where otherwise stated, references in this Contract to days shall be construed to refer to calendar days. 7.14 Severability The provisions of this Contract shall be interpreted when possible to sustain their legality and enforceability as a whole. In the event any provision of this Contract shall be held invalid, illegal, or unenforceable by a court of competent jurisdiction, in whole or in part, neither the validity of the remaining part of such provision, nor the validity of any other provisions of this Contract shall be in any way affected thereby. 7.15 Entire Agreement This Contract sets forth the entire agreement of Owner and Consultant with respect to the accomplishment of the Services and the payment of the Contract Price therefor, and there are no other understandings or agreements, oral or written, between Owner and Consultant with respect to the Services and the 13 compensation therefor. The proposal attached as Attachment A is attached hereto for reference only and other than as specifically referred to and incorporated herein, the terms and conditions set forth in the proposal do not form part of this Agreement. 7.16 Amendments No modification, addition, deletion, revision, alteration, or other change to this Contract shall be effective unless and until such change is reduced to writing and executed and delivered by Owner and Consultant. IN WITNESS WHEREOF, Owner and Consultant have caused this Contract to be executed in two original counterparts as of the day and year first written above. Village of Oak Brook By: Riccardo F. Ginex Village Manager Attest: By: Charlotte K. Pruss Village Clerk Kluber, Inc. By: Name: Title: Attest: By: Name: Title: #37778118_vl 14 ATTACHMENT A PROPOSAL Kluber as Architects + Engineers www.kluberine.com October 30,2015 Riccardo F.Ginex Village Manager Village of Oak Brook 1200 Oak Brook Road Oak Brook,IL 60523 Re: Village of Oak Brook—Police Station Expansion—Electrical Engineering Services Kluber,Inc.Proposal No.151028.01 Dear Mr.Ginex: Thank you for the opportunity to present this Proposal for Professional Services for the above referenced Project.It is our understanding that Project consists of overall master building/campus electrical modifications required to accommodate the future sally port addition, elimination of the electric heat system, portable stand-by power and a permanent generator. OVERVIEW OF PROJECT SCOPE Our involvement in the Project consists of electrical engineering services for modifications to the existing buildinglcampus as stated above. These design services will address: 1. Relocation of electrical service to accommodate the planned sally port addition. 2, Revise the electrical service to eliminate the electric heat service metering equipment. 3. Modify the electrical service to add the capability of connecting a portable stand-by power source adequate to operate all of the full building operations. 4. Coordinate with the utility service provider to.accompiish the electrical service relocation and modifications. 5. Provide a new optional standby permanent electrical power source(generator)at the fire station and public works for full building operations. 6. Coordination with the architectslengineers responsible for the sally addition for service requirements only and location of exterior equipment as they relate to the service relocation requirements.. INITIAL.INFORMATION • The program for the Project for the planned sally port addition has been prepared by Williams Architects. Our office will need a copy of this document to properly plan the MEP accommodations from the existing building. • The Cost of the Work is undetermined at this time. 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 AIE fees, land acquisition costs,'permit fees,utility service connection or activation 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 be determined as mutually agreed. • The intended Project delivery method is undetermined at this time; proposed compensation is based on a single contract for general construction;single bld package. • The Owner's representative for the Project will be as appointed by the Village of Oak Brook. • Kluber,Inc.'s representative for the Project will be Mike Kluber. The foregoing Is based on our meetings and conversations with your staff over the past several weeks. Balavia office Gumee office 10 south shumway Avenue 4212 Old Grand Avenue,Suite 101 Batavia,Illinois 60510 Gurnee,Illinois 60031 630.406.1213 847:336.3428 BASIC SERVICES Kluber,Inc.proposes to provide usual and customary electrical engineering Basic Services for the Project as set forth in the standardized AIA B10.1-2007 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,with limitations as follows.The Village will prepare its standard contract form with language and terms anticipated to be consistent with contracts we have performed on past projects and forward for our signature and executimn: Schematic Design/Design Development Phase: • Site review to document existing conditions. • IGck-off meeting with Owner to discuss Project in detail. • Kick-off meeting with Owner and ArchitectlEngineer for the sally port addition. • Prepare existing CAD backgrounds as required for the scope of our work. • Review meeting with Owner. • Coordination meeting with Utility Company to establish improvement goals and objectives. Construction Document Phase: • Perform code review as required for work related to Project scope of work. • Coordination meeting with Owner and Architect/Engineer for the sally port addition. • Design and coordination meeting with Utility Company for the service relocation • Develop technical specifications. • Develop technical drawings. • Review final documents with Owner prior to bidding. Bidding Phase: • Assist Owner in contacting potential bidders for Project. • Prepare agenda and attend pre-bid meeting. • Respond to contractor questions during bidding. • Issue addenda(if required). • Attend bid opening. • Perform contractor bid review evaluations. • Prepare and issue contractor bid results letter. Construction Administration Phase: • Prepare agenda and attend pre-construction meeting. • Respond to Contractor questions. • Review progress pay requests if requested. • Prepare documents for permit submission by the Contractor and respond to permit comments from the Authority having Jurisdiction. • Perform a maximum of two(2)site visits per month for progress meetings,to address contractor questions and to observe the work is proceeding in general conformance with the contract documents with a maximum of 6 visits, • Perform up to two(2)reviews of each construction submittal. • Perform one(1)site visit to confirm Substantial Completion and identify punch list items. • Perform one(1)site visit to verify completion of punch list items and confirm Final Completion of the Work. ADDITIONAL SERVICES Additional Services are not included in the Basic Services described above, but may be required for the Project or specifically requested by Village of Oak Brook, COMPENSATION Kluber, Inc. proposes to provide the Basic Services described above for a lump sum fee of$81,409.00 including reimbursable expenses as detailed below. Kluber,Inc.proposes to provide the Additional Services described above for the fees scheduled below. s Compensation for Basic and Additional 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. Our billing for Services will be based on progress of the work performed and Is outlined as follows: Electric Heat Removal Basic Services: Schematic/Design Development Phase.................................... $2;305.00 Construction Documents Phase... ......... ......... -:...........................$3,457.00 Bidding/Negotiation Phase, .$768.00 Construction Administration Phase............. ............$3,073.0 0 Basic Services Fee:...............i-I.........$9,603.00 Service Relocation Basic Services: Schematic/Design Development Phase..... ........................................$7,374.00 Coordination with Sally Port Design-,........I............... ......:.......$1,320.00 Construction Documents Phase... .... ..... ......... ......... .............$11,061.00 Coordination with Sally Port Design..... ::....... ...:..... ....:.........$1,320.00 Bidd'rnglNegotiation Phase........... ........................................................$1,229.00 Construction Administration Phase.........................................................$4,916.00 Basic Services Fee:......a .............$271220.00 Utility Relocation Basic Services: Schematic/Design Development Phase.................................................$6,452.00 Construction Documents Phase.............................................................$9,678.00 Bidding/Negotiation Phase .............. ... .. ......... ......... ...............$1,075.00 Construction Administration Phase..........:................ ,...............................$4,302.00 Basic Services Foe:....... .............$21,507.00 Public Works/Fire Station EM Separation Basic Services: Schematic/Design Development Phase..... .........................................$6,637.00 Construction Documents Phase.............................................................$9,623.00 Bidding/Negotiation Phase ....... ..$1,045.00 Construction Administration Phase :....... ........ ......... ...............$4,424.00 Basic Services Fee .........................$21,729.00 Total Basic Services Fee.........................$8059.00 Reimbursable Expenses:........ ...............$1,350.00 Total Services Fee:......... ............$81,409.00 Additional Services: As requested,..... .............. ......At Hourly Rates listed below 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 expedited courier services, printing and plotting, document reproduction,premiums for professional iability insurance in excess of usual and customary coverage and models,renderings or professional photography,and are anticipated not to exceed$1,350.00. Changes in services,when authorized,will be charged on an hourly rate as scheduled hereafter and amended annually in accordance with our hourly rate schedule(2015): Kluber Architects+Engineers Staff Hourly Rate Principal. ...... ............. .$225.00 Project Manager $175.00 Project Mechanical Engineer III.... ......... ......... ..................$165.00 Project Mechanical Engineer II ,. $140.00 Project Mechanical Engineer I............ ..... ........... ...... ......... .........$115.00 Project Electrical Engineer III:.................................... ..................$165.00 Project Electrical Engineer II........ .........•.•...••.$140.00 Project Electrical Engineer I...................... .....:..........................$115.00 Project Structural Engineer III...:... . ....... ........:.........$165.00 Project Structural Engineer ll........ ......... ......... ......... .........$140.00 Project Structural Engineer I......... .. ..................$115.00 Project Architect III ......... .............................. .......... ........$135.00 Project Architect II .... .. ......... .................$115.00 Project Architect I...... .. ......... ......... ..... ..$95.00 Interior Designer III ......... ........, ......... ......$115.00 Interior Designer 11 ......... ......................................$95.00 Interior Designer( ........ .......I. ........: .......$75.00 Construction Observer.. ., ...$95.00 Senior Project Coordinator .. $75.00 Project Coordinator ........ ....... ... ..... ........ $55.00 Limitation of Liability:Notwithstanding any other provision of this Agreement,and to the fullest extent permitted by law, the total' liability, in the aggregate, of Kluber, Inc.'s officers, directors, I partners, employees, agents, and Kluber's Consultants,and any of them to Owner/Client and anyone claiming by,through,or under Owner/Client for any and all claims,losses,costs,or damages whatsoever arising out of,resulting from,or in any way related to the Project or the Subagreement from any cause or causes,including but not limited to the negligence,professional errors or omissions, strict liability or breach of contract,`or warranty express or implied of Kluber's officers,directors,partners,employees, agents, or Kluber's Consultants, or any of them shall not exceed the total amount of two times fee, excluding reimbursable expenses.The services provided herein are governed solely with regards to permanent building codes only, compliance with OSHA regulations is specifically excluded. TIMING All services contemplated within this proposal shall be completed within 18 months after the acceptance date.Services performed after closure of that window will be billed hourly in accordance with the rates set forth above. FINAL NOTE If this proposal satisfactorily sets forth your understanding of our agreement,we would appreciate your authorization to proceed with this Work. We are available to discuss any aspect of this proposal.with you at your convenience. Kpber,Inc.appreciates the interest expressed in our firm and we look forward to serving your needs in the future. Sincerely, Michael T Kluber,P.E. Presiders Kluber,Inc. Confidentiality Notice: The contents of this proposal are confidential and may not be distributed to persons other than Village of Oak Brook. ATTACHMENT B INSURANCE REQUIREMENTS INSURANCE: Certificates of Insurance shall be presented to the Village upon execution of this contract and vendor shall not commence work until it provides and receives acceptance of insurance certificates from the Village as required by this exhibit. Each contractor performing any work pursuant to a contract with the Village of Oak Brook and each permittee working under a permit as required pursuant to the provisions of Title 1 of Chapter 8 of the Code of Ordinances of the Village of Oak Brook (hereinafter referred to as "Insured") shall be required to carry such insurance as specified herein. Such contractor and permittee shall procure and maintain for the duration of the contract or permit insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work under the contract or permit, either by the contractor, permittee, or their agents, representatives, employees or subcontractors. A contractor or permittee shall maintain insurance with limits no less than: A. General Liability - $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage; B. Automobile Liability (if applicable) - $1,000,000 combined single limit per accident for bodily injury and property damage; C. Worker's Compensation and Employer's Liability - Worker's Compensation limits as required by the Labor Code of the State of Illinois and Employer's Liability limits of$1,000,000 per accident. Any deductibles or self-insured retention must be declared to and approved by the Village. At the option of the Village, either the insurer shall reduce or eliminate such deductible or self-insured retention as respects the Village, its officers, officials, employees and volunteers; or the Insured shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses to the extent of such deductible or self- insured retention. The policies shall contain, or be endorsed to contain, the following provisions: D. General Liability and Automobile Liability Coverage - (1) The Village, its officers, officials, employees and volunteers are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of the Insured; premises owned, occupied or used by the Insured. The coverage shall contain no special limitations on the scope of protection afforded to the Village, its officers, officials, employees, volunteers, or agents. (2) The Insured's insurance coverage shall be primary insurance as respects the Village, its officers, officials, employees, volunteers and agents. Any insurance or self-insurance maintained by the Village, its officers, officials, employees, volunteers or agents shall be in excess of the Insured's insurance and shall not contribute with it. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Village, its officers, officials, employees, volunteers or agents. (4) The Insured's insurance shall apply separately to each covered party against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. E. Worker's Compensation and Employer's Liability Coverage The policy shall waive all rights of subrogation against the Village, its officers, officials, employees, volunteers and agents for losses arising from work performed by the insured for the Village. Each insurance policy shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail has been given to the Village. Each insurance policy shall name the Village, its officers, officials and employees, volunteers and agents as additional Insureds. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. Each Insured shall furnish the Village with certificates of insurance and with original endorsements effecting coverage required by this provision. The certificate and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be on forms approved by the Village and shall be subject to approval by the Village Attorney before work commences. The Village reserves the right to require complete, certified copies of all required insurance policies, at any time. Each insured shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.