R-1356 - 04/08/2014 - ENGINEERING - Resolutions RESOLUTION 2014-ENG-ARCH-ELEC-BGC-AG-R-1356
A RESOLUTION APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN THE VILLAGE OF OAK BROOK AND KLUBER, INC.
FOR ENGINEERING AND ARCHITECTURAL SERVICES RELATED TO THE INSTALLATION OF
AN EMERGENCY POWER SYSTEM AT THE BUTLER GOVERNMENT CENTER
WHEREAS, the Village has budgeted funds for design, bidding, and observation services related
to the installation of a new emergency power system at the Butler Government Center ("Services") in its
budget for Fiscal Year 2014; and
WHEREAS, the Village desires to retain an engineer to perform the Services; and
WHEREAS, Kluber, Inc. ("Klubee'), previously performed a preliminary study of the deficiencies
of the existing power system at the Butler Government Center; 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 $40,430 ("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 the Agreement. The President and Board of Trustees hereby
approve the Agreement by and between the Village and Kluber in substantially the same form as
attached as Exhibit A.
Section 3: Authorization and Execution of the Agreement. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the approved 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.
[SIGNATURE PAGE FOLLOWS]
Resolution 2014-ENG-ARCH-ELEC-BGC-AG-R-1356
Authorizing Agmt.w/Kluber Inc.for Eng.&Arch.Srvcs.
Re: ER Power System at BGC
Page 2 of 3
APPROVED THIS 8th day of April, 2014
Gopal G. Lalmalani
Village President
PASSED THIS 8th day of April, 2014
Ayes: Trustees Adler, Manzo, Moy, Wolin, Yusuf
Nays: None
Absent: Trustee Baar
ATTEST:
«µ ,
Charlotte K. Pruss
Village Clerk
•J d y p.. .
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#28913130_vl
Resolution 2014-ENG-ARCH-ELEC-BGC-AG-R-1356
Authorizing Agmt.w/Kluber Inc.for Eng.&Arch.Srvcs.
Re: ER Power System at BGC
Page 3 of 3
EXHIBIT A
AGREEMENT
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K I b e r
�tx Architects + Engineers www.kluberinc.com
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March 24,2014
Mike Huliihan,PE
Public Works Director
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60521
Re: Village of Oak Brook-Emergency Generator
Kluber,Inc.Proposal No. 140311.01
Dear Mr.Huliihan:
Thank you for the opportunity to present this Proposal for Professional Services for the above referenced
Project. it is our understanding that the Project consists of adding emergency power to the Butler
Government Center(BGC).
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OVERVIEW OF PROJECT SCOPE
The Project consists of adding an emergency generator system to the facilities noted above in order to
maintain aif areas functioning when the Commonwealth Edison feed falls. The general concept will be as
follows: i
• Install 50KW generator in Public Works and remove Public Works from the emergency generator
circuit. This will free 100 amps of power In the BGC which can be used for other uses.
• Install two(2)800 amp power taps in the BGC to allow for the use of portable generators.
INITIAL INFORMATION
• The Owner's budget for the Cost of the Work Is$305,000.00.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 AfE
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 a single contract for General Construction; single bid
package. 'I
• The Owner's representative for the Project will be Mike Hullihan.
• Kluber,Inc.'s representative for the Project will be Jeff Bruns.
The foregoing is based on our meeting on March 6, 2014 and the Board agenda item dated February 11,
2014.
Batavia office Gumee Offm
10 South Shumway Avenue 4212 old Grand Avenue,Suite 101
Batavia,tiHnois 60510 Gurnee,bids 60031
630:406.1213 641.336.3426
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BASK SERVICES
Kluber, Inc. proposes to provide usual and customary architectural and engineering Basic Services for the
Project as set forth In the standardized AIA B101-2001 Standard Form of Agreement between Owner and I
Architect(as modified by the attached Rider 1-"Terms and Conditions"received from the Village Attorney
on December 117, 2013), and in accordance with the general understandings applicable to our relationship
with you,with limitations as follows:
Schematic QN_k1a/Deft yelopment Phase:
• Services for this Phase are not included as part of Basic Services but can be provided as an
Additional Service If requested.
Construction Document Phase:
• Site review to document existing conditions.
• Perform code review as required for work related to Project scope of work.
• Develop technical specifications.
• Develop technical drawings.
• Review final documents with Owner prior to bidding.
• Bid package shall allow the contractor to proceed with applying for a permit from the Chief Building
Inspector, Bill Hudson.
RWM Phase,
• Respond to contractor questions during bidding.
• Issue addenda(if required).
• Assist Owner In reviewing bids and contractor recommendation.
Construction Administration Phase:
• 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..
• Perform up to two(2)reviews of each construction submittal. #
• Perform one(1)site visit to confirm Substantial Completion and identify punch fist items.
• Perform one (1) site visit to verify completion of punch fist items and confirm Final Completion of
the Work.
ADDITIONAL SERVICES 1
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. The list below indicates Additional Services that
will be provided by Kluber,Owner,To Be Determined(TBD)or Not Provided for the Proect.
Additional Services: I Provided by:
Programming,or Validation of Owner's Project Program,as described below I Not Provided
Existing"Facilities:
Survey of existing facity(ics)(rcouired if Owner's"as-built"drawings are discovered to be Not Provided
unavailable inaccurate incomplete or otherwise inconsistent with actual existing conditions
Measured drawings documenting existing conditions of existing facili ins Not Provided
Other Facil' ,Support Services as described in AIA B210—2009 Not Provided
Site Evaluation and Des'
She Evaluation and Planning in accordance with AiA B203—2007 Not Provided
Civil Engineeri2i I Not Provided
Landscape Design I Not Provided
Architectural and latcrior Ucsr n:
Multiple preliminary des!gns/options during Schematic Design Phase Not Proviekd
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Building k ion modeling`Bill Not Provided
Renderings,models,modcu or other prescrostion materials mluested by Owner Not Provided I
Historic Preservation in accordance with AIA B205—2007 Not Provided
Architectural interior Design, including assistance with selection of interior finish colas, Not Provided
pTeporation of colter boards in accordance with AIA 8252—2007
Furniture furnishings and Equipment Fdi in accordance with AIA B253—2007 Not Provided
Green Design:
Extensive environmentally responsible design Not Provided
I.EED Certification in accordance with AIA B214—2007 Not Provided
Engineered Systems:
Commissioning'of r«n 'neared systems Not Provided i
Telecommunications/data system design Not Provided (
Cost Control: I
Value Analysis in accordance with AiA B204—2007 Not Provided
Detailed opinions of probable construction cost(beyond conceptual acts as determined by Per Not Provided
unit area or unit volume iechni u es
Opinion of total project cost(including incorporation of soft costs such as A/E fees,permit Not Provided
fees farad acquisition costs and costs of Additional Services pot ided b Kluber Inc.
Architect's instruments of Service:
As-designed record drawings(incorporating Work documented hi Supplemental Instructions, Not Provided
Charge Orders and Change Directives
As-buuitt record drauv ings(incorporating conditions as constructed by the Contractor Not Provided
Measured drawings. Design Documents, Construction Documents, "esigned record Not Provided
drawings or as 'It record drawings furnished to Owner in AutoCAD.dwj format
Project Delivery,Coordination and Management:
Coordination of design/engincering consultants employed directly by Owner Not Provided
Multiple me construction contracts Not Provided
Fast-track project delivery/desisn delivery/deli services Not Provided
Construction:
Conformed construction documents nts ' ngin Addenda and permit revisions Not Provided
On sift representation Not Provided
Post-occupancy evaluation Not Provided
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COMPENSATION
Kluber, Inc. proposes to provide the Basic Services described above for a lump sum fee of$39,930.00,
provided that the Cost of the Work does not exceed$305,000.00.
Kluber,Inc.proposes to provide the Additional Services described above for the fees scheduled below.
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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.
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Our billing for Services will be based on progress of the work performed and is outlined as follows:
Basic Services:
Schematic Design Phase(0%).... ......... ....................... .........$0.00
Design Development Phase(0%).. . ......$0.00
Construction Documents Phase 5°� $ ,
(7 ) 29 948.00
Biddirg/Negotiation Phase(5%)..... ... .$1,997.00
Construction Administration Phase( )....................................$7,985.00
Total Basic Services Fee:... $39,930.00 !
Reimbursable Expenses:... .. . $500.00
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Total Fee:..........................$40,430.00 !
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 travel, lodging,
subsistence, expedited courier services, printing and plotting, document reproduction, premiums for
professional liability Insurance in excess of usual and customary coverage and models, renderings or
professional photography,and are anticipated not to exceed$500.00 as reflected In Total Fee above.
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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(2014):
Staff Hourly Rate
Principal......................................... $225.00
Project Mechanical Engineer..........................................................$165.00
Project Electrical Engineer..............................................................$165.00
Project Structural Engineer... ......... ......... ................................$165.00
Project ArcWtect..............................................................................$135.00
Interior Design......................................... .....$115.00
Engineers Intern............ ............................ ..................... . .....$115.00 i
Plumbing Designer..........................................................................$105.0
ArcMecturaiIntem............................................................................$95.00
Construction Observer......................................................................$95.00
Senior Project Coordinator................................................................$75.0
Project Coordinator............ ............. . ............. ....... .........$55.0
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.
TIMING
All services contemplated within this proposal shall be completed within 9 months after the acceptance
date. Services performed after closure of that window will be billed hourly in accordance with the rates set
forth above.
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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. j
Kluber, Inc. appreciates the interest expressed in our firm and we look forward to serving your needs in the
future.
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Sincerely,
Michael .Kluber,P.E. Accepted(Signature) Date
Preside
KLUBER, INC. Gopai Lalmalani,Viflage President j
By(printed name and title) I
Confidentiality Nonce.
The contents of this proposal are confidential and may not be distributed to persons other than
Village of Oak Brook.
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RIDER 1
TERMS AND CONDITIONS
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These terms and conditions ("Terms and Conditions") of this Proposal for Professional Services
("Proposal") are as set forth in AIA Document B101 — 2007 Standard Form of Agreement !
Between Owner and Architect ("Agreement") except as specifically amended by the Proposal
and the provisions of these Terms and Conditions. In the event of a conflict between the Terms
and Conditions and the Proposal, the Terms and Conditions shall control. In the event of a
conflict between the Terms and Conditions and the Agreement, the Terms and Conditions shall
control.
The Parties hereby acknowledge and agree to the terms and provisions of the Agreement except
as specifically amended by the Proposal and as follows:
ARTICLE 1 INITIAL INFORMATION
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Delete § 1.1 and § 1.2 in their entireties. Refer, instead, to the Proposal upon which the
Agreement is based.
ARTICLE 2 ARCHITECT'S RESPONSIBILITIES
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Replace §2.2 with the following:
The Services (defined in the Proposal) shall be performed by the Architect in a skillful and
competent manner, exercising due and reasonable care commensurate with the professional
skill and care ordinarily provided by architects and engineers performing the same or similar
services, including the complexity of the Project and the specialized demands inherent
therein (hereafter referred to as "Standard of Care"). All Services, and an instruments
prepared by the Architect as part of the Services shall comply and be consistent with
applicable federal,state,and local laws,codes,and regulations.
After§2.4 add§ 2.4.1 as follows:
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"§ 2.4.1 The Architect represents and certifies that the Architect is not barred from I
contracting with a unit of state or local government as a result of(1) a delinquency in the
payment of any tax administered by the Illinois Department of Revenue unless the Architect
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 Section 11-42.1-1 et seq. of the j
Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) 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. If at any time it shall be found that the Architect has, in procuring this Agreement,
colluded with any other person, firm,or corporation,then the Consultant shall be liable to the
Village for all loss or damage that the Village may suffer, and this Agreement shall, at the
Village's option,be null and void."
§2.5 After"for the duration of the Agreement" add"for three years thereafter."
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§2.5.1 After "General Liability",add"$1,000,OW per claim; $2,000,00 aggregate"
§2.5.2 After"Automobile Liability",add "$1,00,004"
§2.5.3 After"Workers'Compensation",add 31,040,000"
§2.5.4 After"Professional Liability",add "$2,400,000 per claim;$2,004,000 aggregate"
After§2.5.4 add§2.5.5, §2.5.6,and§2.5.7 as follows:
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"§ 2.5.5 If, during the life of this Agreement, or any extension thereof, any of the
insurance required of the Architect expires, such policy shall be immediately renewed with E
the same limits and conditions, and shall be maintained in effect for a period of three years
thereafter."
"§2.5.6 Certificates of insurance evidencing all the required insurance shall be delivered
to Owner within 10 days of the execution of this Agreement. Such certificates of insurance i
shall show the type, amount and class of operations covered, as well as the effective dates of
the various insurance policies. Such insurance shall also contain in substance the following
language: "The insurance indicated in this certificate will not be terminated or cancelled for
any reason(within the control of the respective insurance companies)without at least 30 days
prior written notice of any termination or cancellation to: Village of Oak Brook, 1200 Oak
Brook Road, Oak Brook, Illinois 60523, Attention: Village Manager. The Architect shall
give the Owner advanced written notice of any termination or cancellation of any required
insurance and shall procure and maintain replacement insurance without a gap in coverage."
"§ 2.5.7 The requirements and obligations set forth in §2.5 shall survive termination of
this Agreement and the Owner's acceptance and payment for the Architect's services."
After§2.5.7 add§2.6 and§2.6.1 as follows;
"§ 2.6 The LEED Green Building Rating System and other similar environmental
guidelines(collectively "LEED")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
factors beyond the control of the Architect including, but not limited to, the Owners'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 F
that the Pro ject: 1) shall obtain a LEED 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."
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§ 2.6.1 Architect shall use reasonable care consistent with the foregoing standard in
interpreting and designing in accordance with LEED."
ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES j
§ 3.1.2 After "furnished by the Owner and the Owner's consultants." add "Nothing in this
Section 3.1.2 shall be interpreted to relieve the Architect of satisfying the Standard of Care
requirements set forth in Section 2.2 of this Agreement."
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 E
rules and regulations promulgated thereunder." t
Delete § 3.1.3 in its entirety and replace with: "The schedule of performance is set forth in
the Proposal ("Schedule of Performance"). The parties acknowledge and agree that time is of
the essence in the performance of all of the terms and conditions of this Agreement. The j
Schedule of Performance shall not be amended accept upon mutual written agreement of the
parties.
After§ 3.4.5,add§ 3.4.6 and § 3,43 as follows:
"§3.4.6 The Architect shall afford the Owner, and its counsel, the opportunity to review
and revise the instructions to bidder, bidding forms, 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 furnishing 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 any liability on the part of the
Owner for errors,omissions or inconsistencies or other fault in the Architect's work."
Delete§3.5.3.1 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,".
Replace the first sentence of§ 3.6.2.1 with the following:
"§ 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of
construction, or as otherwise required in Section 4.3.3, to: (1) become familiar with the
progress and quality of the portion of the Work completed; (2) to guard the Owner
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against defects and deficiencies in the Work; and (3) determine if the Work observed is
being performed in a manner indicating that the Work, when fully completed,will be in
accordance with the Contract Documents."
Delete§3.6.2.5 in its entirety.
§ 3.6.4.1 After "reasonable promptness" add "as to cause no delay in the Work or in the
activities of the Owner"
§ 3.6.4.4 After "reasonable promptness" add "as to cause no delay in the Work or in the
activities of the Owner"
ARTICLE 4 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.
§ 4.3. Add at the end of§ 4.3. the following: "Architect shall not be entitled to any payment,
reimbursement, compensation or Reimbursable Expenses for Additional Services, unless the
Architect obtains the Owners prior written permission to provide Additional Services."
§4.3.1 After"receives the Owner's" add "prior"
Delete§4.3.2 in its entirety
Delete § 4.3.3 and §4.3.4 in their entirety. Refer instead to the Proposal for the limits of
Construction Phase Basic Services.
ARTICLE 5 OWNER'S RESPONSIBILITIES
§ 5.3 Replace "The Owner shall identify a representative authorized to act on the Owner's
behalf" with "The Village's Public Work's Director, or designee, shall communicate on the
Owner's behalf'
§ 5.4 After"furnish" add ",if required,"
Delete § 5.5, § 5.6, § 5.7 and § 5.10 in their entirety.
ARTICLE 7 COPYRIGHTS AND LICENSES
After§7.2,add§ 7.2.1 as follows:
"§ 7.2.1 Architect hereby grants Owner a perpetual, non-terminable, non-exclusive,
royalty-free 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 party
that is the same as,or substantially similar to the Project."
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§7.3 Revise the first sentence to read: "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 I
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Delete Article 8 in its entirety.
ARTICLE 9 CLAIMS AND DISPUTES
§9.2 After"suspends the project"add "for more than 30 consecutive days,"
ARTICLE 10 MISCELLANEOUS PROVISIONS
§ 10.1 Add at the end of 10.1 "All judicial actions relating to any interpretation,
enforcement,dispute resolution or any other aspect of this Agreement shall be brought in the
Circuit Court of the State of Illinois, DuPage County, Illinois. Any matter brought pursuant
to the jurisdiction of the federal courts shall be brought in the United States District Court of
the Northern District of Illinois."
Delete the first sentence of§ 10.3.
After§ 10.8 add§ 10.9, § 10.10 and § 10.11 as follows:
"€10.9 To the extent the following applies, Architect shall comply with all federal, state
and local laws, rules and regulations applicable to the work including without limitation
all building codes, the Americans with Disabilities Act, the requirements of the Equal
Employment Opportunity Clause of the Illinois Human Rights Act, (775 "ILCS 512405),
the rules and regulations of the Illinois Department of Human Rights, the Public Works
Employment Discrimination Act (775 ILCS 5110 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 5/2-105."
§10.10 In the event of the Architect's non-compliance with the provisions of the
foregoing Equal Employment Opportunity Clause, the Illinois Human Rights Act, or the
rules and regulations or the Illinois Department of Human Rights, the Architect may be
declared ineligible for future 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.
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§10.11 The relationship created by this Agreement between the Owner and the Architect
is one of independent contractor and is no way to be construed as creating or appointing
the Architect as an argent of the Owner for any purpose whatsoever."
ARTICLE 11 COMPENSATION
Delete § 11.1 through § 11.9 in their entireties. Refer, instead, to the Proposal for terms of
compensation for services and reimbursable 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 monthly 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 statute for governmental
entities."
ARTICLE 12 SPECIAL TERMS AND CONDITIONS
Delete Article 12 in its entirety.
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."
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