Prof. Services Designer Led Design Build Agreement for the B&T Roof Replacement Project VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of thei�k day of , 2020 ("Agreement"), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road, Oak Bro k, Illinois, 60523 an Illinois municipal corporation ("Village"), and
GARLAND/DBS,INC.,3800 East 91"Street,Cleveland,Ohio,44105("Consultant").
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the
Village's statutory powers,the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. The Village SECTION 3. REPRESENTATIONS OF
retains the Consultant to perform,and the Consultant agrees to CONSULTANT. The Consultant represents and certifies that
perform, all necessary services to perform the work in the Services shall be performed in accordance with the
connection with the project identified below ("Services"), standards of professional practice, care, and diligence
which Services the Consultant shall provide pursuant to the practiced by recognized consultants in performing services of
terms and conditions of this Agreement: a similar nature in existence at the Time of Performance. The
representations and certifications expressed shall be in
Designer-Led Design Build Professional Services Agreement addition to any other representations and certifications
for the Bath& Tennis Clubhouse Roof Replacement Project, expressed in this Agreement, or expressed or implied by law,
as more fully described in the attached proposal: which are hereby reserved unto the Village.
Consultant acknowledges and agrees that the hired The Consultant further represents that it is financially solvent,
Contractor shall perform the Work diligently and has the necessary financial resources, and is sufficiently
continuously and shall complete the Work no later experienced and competent to perform and complete the
than December 31, 2020. The Consultant and Services in a manner consistent with the standards of
Contractor shall perform the Services as mutually agreed professional practice by recognized consultants providing
upon by the Village and Consultant. services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
SECTION 2. COMPENSATION.
SECTION 4. INDEMNIFICATION: INSURANCE:
A. Aereement Amount. The total amount LIABILITY.
billed by the Consultant for the Services under this Agreement
shall not exceed $146,182.00, including reimbursable A. Indemnification. The Consultant proposes
expenses and allowances. Unused allowances will be credited and agrees that the Consultant shall indemnify and save
back to the Village in final invoice. harmless the Village against all damages, liability, claims,
losses, and expenses (including attorneys' fee) that may arise,
B. Taxes. Benefits. and Royalties. Each or be alleged to have arisen, out of or in connection with the
payment by the Village to the Consultant includes all Consultant's performance of, or failure to perform, the
applicable federal, state, and Village taxes of every kind and Services or any part thereof, or any failure to meet the
nature applicable to the Services as well as all taxes, representations and certifications set forth in Section 4 of this
contributions,and premiums for unemployment insurance,old Agreement.
age or retirement benefits, pensions, annuities, or similar
benefits and all costs, royalties, and fees arising from the use B. Insurance. The Consultant acknowledges
of, or the incorporation into, the Services, of patented or and agrees that the Consultant shall, and has a duty to;
copyrighted equipment, materials, supplies, tools, appliances, maintain adequate insurance, in an amount,and in a form and
devices, processes, or inventions. All claim or right to claim from companies, acceptable to the Village, as per Title 1
additional compensation by reason of the payment of any such Chapter 8 of the Village Code. The Consultant's maintenance
tax, contribution, premium, costs, royalties, or fees is hereby of adequate insurance shall not be construed in any way as a
waived and released by Consultant. limitation on the Consultant's liability for losses or damages
under this Agreement.
C. Payment of Aereement Amount.
Payments shall be made pursuant to the terms of the Local C. No Personal Liability. No elected or
Government Prompt Payment At,50 ILCS 505/3 et.seg. appointed official or employee of the Village shall be
personally liable,in law or in contract,to the Consultant as the
result of the execution of this Agreement.
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SECTION 5. GENERAL PROVISIONS. are provided,performed,and completed in accordance with all
required governmental permits, licenses, or other approvals
A. Relationship of the Parties. The and authorizations that may be required in connection with
Consultant shall act as an independent contractor in providing providing,performing, and completing the Services, and with
and performing the Services. Nothing in, nor done pursuant all applicable statutes, ordinances, rules, and regulations,
to, this Agreement shall be construed to: (1) create the including without limitation the Fair Labor Standards Act;any
relationship of principal and agent, employer and employee, statutes regarding qualification to do business; any statutes
partners, or joint venturers between the Village and prohibiting discrimination because of,or requiring affirmative
Consultant; or (2) to create any relationship between the action based on,race,creed,color,national origin,age,sex,or
Village and any subcontractor of the Contractor. other prohibited classification, including, without limitation,
the Americans with Disabilities Act of 1990, 42 U.S.C. §§
B. Conflicts of Interest. The Consultant 12101 et seq., and the Illinois Human Rights Act, 775 ILCS
represents and certifies that, to the best of its knowledge: (1) 511-101 et seq. Consultant shall also comply with all
no Village employee or officer or agent is interested in the conditions of any federal, state, or local grant received by the
business of the Consultant or this Agreement; (2) as of the Village or Consultant with respect to this Contract or the
date of this Agreement,neither the Consultant nor any person Services. Consultant shall be solely liable for any fines or
employed or associated with the Consultant has any interest civil penalties that are imposed by any governmental or quasi-
that would conflict in any manner or degree with the governmental agency or body that may arise, or be alleged to
performance of the obligations under this Agreement; and(3) have arisen, out of or in connection with Consultant's, or its
neither the Consultant nor any person employed by or subcontractors, performance of, or failure to perform, the
associated with the Consultant shall at any time during the Services or any part thereof. Every provision of law required
term of this Agreement obtain or acquire any interest that by law to be inserted into this Contract shall be deemed to be
would conflict in any manner or degree with the performance inserted herein.
of the obligations under this Agreement.
F. Default. If it should appear at any time that
C. No Collusion. The Consultant represents the Consultant has failed or refused to prosecute, or has
and certifies that the Consultant is not barred from contracting delayed in the prosecution of, the Services with diligence at a
with a unit of state or local government as a result of(1) a rate that assures completion of the Services in full compliance
delinquency in the payment of any tax administered by the with the requirements of this Agreement, or has otherwise
Illinois Department of Revenue unless the Consultant is failed,refused,or delayed to perform or satisfy the Services or
contesting, in accordance with the procedures established by any other requirement of this Agreement ("Event of
the appropriate revenue act, its liability for the tax or the Default'),and fails to cure any such Event of Default within
amount of the tax, as set forth in Section 11-42.1-1 et seq. of ten business days after the Consultant's receipt of written
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or notice of such Event of Default from the Village, then the
(2) a violation of either Section 33E-3 or Section 33E4 of Village shall have the right, without prejudice to any other
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-I remedies provided by law or equity, to (1) terminate this
et seq. If at any time it shall be found that the Consultant Agreement without liability for further payment; or (2)
has, in procuring this Agreement, colluded with any other withhold from any payment or recover from the Consultant,
person,firm,or corporation,then the Consultant shall be liable any and all costs, including attorneys' fees and administrative
to the Village for all loss or damage that the Village may expenses,incurred by the Village as the result of any Event of
suffer, and this Agreement shall, at the Village's option, be Default by the Consultant or as a result of actions taken by the
null and void. Village in response to any Event of Default by the Consultant.
D. Termination. Notwithstanding any other G. Assignment. This Agreement may not be
provision hereof,the Village may terminate this Agreement at assigned by the Village or by the Consultant without the prior
any time upon 15 days prior written notice to the Consultant. written consent of the other party.
In the event that this Agreement is so terminated, the
Consultant shall be paid for Services actually performed and H. Notice. All notices required or permitted to
reimbursable expenses actually incurred, if any, prior to be given under this Agreement shall be in writing and shall be
termination, not exceeding the value of the Services delivered: (1)personally;(2)by a reputable overnight courier;
completed. (3)by certified mail,return receipt requested,and deposited in
the U.S.Mail,postage prepaid;or by(4)electronic notice with
E. Compliance with Laws and Grants. evidence of delivery. Unless otherwise expressly provided in
Consultant shall give all notices, pay all fees, and take all this Agreement, notices shall be deemed received upon the
other action that may be necessary to ensure that the Services earlier of: (a)actual receipt;(b)one business day after deposit
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with an overnight courier as evidenced by a receipt of deposit; firm, or corporation shall be made or be valid against the
or(c) three business days following deposit in the U.S. mail, Village.
as evidenced by a return receipt. Notices and communications K. Conflicts: Exhibits. If any term or
to the Village shall be addressed to, and delivered at, the provision in this Agreement conflicts with any term or
following address: provision of an attachment or exhibit to this Agreement, the
terms and provisions of this Agreement shall control.
Village of Oak Brook
1200 Oak Brook Road L. Governing Laws. This Agreement and the
Oak Brook,Illinois 60523 rights of Owner and Consultant under this Agreement shall be
Attention: Doug Patchin,Public Works interpreted according to the internal laws,but not the conflict
Director of laws rules, of the State of Illinois; the venue for any legal
action arising in connection with this Agreement shall be in
Notices and communications to the Consultant shall be the Circuit Court of DuPage County,Illinois.
addressed to,and delivered at,the following address:
M. No Disclosure of Confidential Information by
Garland/DBS,Inc. the Consultant. Confidential information means all material,
3800 East 91"Street non-public, business-related information, written or oral,
Cleveland,OH 44105 whether or not it is marked that is disclosed or made available
Attention:Scott A.Goehring,Territory to the Consultant,directly or indirectly,through any means of
Manager communication or observation. The Consultant acknowledges
that it shall, in performing the Services for the Village under
this Agreement, have access, or be directly or indirectly
I. Waiver. Neither the Village nor the exposed, to Confidential Information. The Consultant shall
Consultant shall be under any obligation to exercise any of the hold confidential all Confidential Information and shall not
rights granted to them in this Agreement except as it shall disclose or use such Confidential Information without the
determine to be in its best interest from time to time. The express prior written consent of the Village. The Consultant
failure of the Village or the Consultant to exercise at any time shall use reasonable measures at least as strict as those the
any such rights shall not be deemed or construed as a waiver Consultant uses to protect its own confidential information.
of that right,nor shall the failure void or affect the Village's or Such measures shall include, without limitation, requiring
the Consultant's right to enforce such rights or any other employees and subcontractors of the Consultant to execute a
rights. non-disclosure agreement before obtaining access to
Confidential Information.
J. Third Party Beneficiary. No claim as a
third party beneficiary under this Agreement by any person,
ATTEST: VILLAGE
By: � By.
Charlotte Pruss,Village Clerk Riccardo F.Ginex,Village Manager
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EXHIBIT A
(ROOFING MATERIAL AND SERVICES PROPOSAL)
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Garland/DBS, Inc.
3800 East 91't Street
Cleveland, OH 44105 D B S
Phone: (800) 762-8225
since 1 8 9 5 Fax: (216)883-2055
ROOFING MATERIAL AND SERVICES PROPOSAL
Bath and Tennis Club
Village of Oak Brook
800 Oak Brook Road
Oak Brook, IL 60523
Date Submitted: 08/25/2020
Proposal#: 25-IL-200705
MICPA#PW1925
Illinois General Contractor License#: 104.015673 Ref: 105.005715
Purchase orders to be made out to: Garland/DBS, Inc.
Please Note: The following budget/estimate is being provided according to the pricing established
under the Master Intergovernmental Cooperative Purchasing Agreement(MICPA)with Racine
County, WI and OMNIA Partners, Public Sector(U.S. Communities). The line item pricing
breakdown from Attachment C: Bid Form should be viewed as the maximum price an agency will
be charged under the agreement. Garland/DBS, Inc. administered an informal competitive process
for obtaining quotes for the project with the hopes of providing a lower market-adjusted price
whenever possible.
Scope of Work:
1. Roofing system by an approved government cooperative with manufacturer's
representative field observation services, quality control, and daily reports
2. Removal of the existing roof system per specifications
3. Installation of a new shingle roof system as outlined in the attached specifications.
4. Replacement of plywood on the inside walls of mechanical screen wall(west side)and
installation of Rmer Wall Pan panels.
5. Protection of all existing low voltage and utility systems to remain.
6. Removal and Re-installation of equipment as required, at low clearances, to
remove/replace roof.
7. Replacement of any deteriorated or corroded corrugated steel decking with like kind
(allowance will be used for this unknown condition/quantity).
8. Removal of existing and re-installation of existing roof drains as required to properly flash
roofing materials beneath the drain pan.
9. Complete cleaning and flushing of existing roof drains.
10. Removal of existing and installation of new flashing to existing HVAC equipment, hangar
corrugated metal decking, and other roof openings and penetrations.
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11. Existing HVAC and Rooftop equipment scheduling must be coordinated and approved by
the Village prior to work starting in any area that may affect building operations.
12. Providing assurance that all roof openings (.ie exhaust fans, fresh air intakes, ventilators,
etc. are temporarily taken out of service and sealed to prevent any fumes from entering
the restaurant area below. Adequate sealing procedures should include taping with duct
tape and visqueen before any demo or application of mastic. Remove when operation is
completed or as required by the function of the restaurant. Village of Oak Brook must
approve all schedules.
13. Protection of existing corrugated metal roofing (and adjacent non-work related
areas) during replacement
14. Apply appropriate new flashings around all roof deck penetrations(ie. boots for piping and
vent stacks, galvanized sheetmetal flashings, etc.).
15. All scope as indicated in the drawings.
Garland/DBS Price Based Upon Local Market Competition:
Combined Roofing Services, LLC $ 135,115
A-1 Roofing $ 320,225
Allowance: $ 25,000
Allowance to be added to contract cost. Unused allowance will be credited back to the Village of
Oak Brook on final invoice.
Unforeseen Site Conditions:
Wood Blocking (Nailer) Replacement $ 5.42 per Ln. Ft.
Decking Replacement $ 3.42 per Sq. Ft.
Potential issues that could arise during the construction phase of the project will be addressed via
unit pricing for additional work beyond the scope of the specifications. This could range anywhere
from wet insulation, to the replacement of deteriorated wood nailers. Proposal pricing valid 60 days
from proposal date listed above.
Clarifications/Exclusions:
1. Sales and use taxes are excluded. Please issue a Tax Exempt Certificate.
2. Permits are included.
3. Bonds are included.
4. Plumbing, Mechanical, Electrical work is excluded.
5. Masonry work is excluded.
6. Interior Temporary protection is excluded.
7. Prevailing Wages are included.
8. Any work not exclusively described in the above proposal scope of work is excluded.
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If you have any questions regarding this proposal, please do not hesitate to call me at my number
listed below.
Respectfully Submitted,
.
Steve Rojek
Garland/DBS, Inc.
(216)430-3613
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