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R-1528 - 01/12/2016 - POLICE DEPT. - Resolutions I i RESOLUTION 2016-PD-RNVTN-PRJT-AG-R-1528 A RESOLUTION APPROVING AND AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE VILLAGE OF OAK BROOK AND WILLIAMS ARCHITECTS, LTD. FOR ARCHITECTURAL DESIGN SERVICES FOR THE POLICE DEPARTMENT RENOVATION WHEREAS, the Village desires to retain a firm to provide architectural design services for the renovation of the lower level of the Police Department portion of the Butler Government Center ("Services']; and WHEREAS, Williams Architects, Ltd. ("Williams"), previously performed a preliminary study for the renovation of the Police Department portion of 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 architecture services provided by architects that have a satisfactory relationship with the Village; and WHEREAS, the Village and Williams desire to enter into and execute an agreement for Williams to provide the Services to the Village ("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 Williams 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 Williams. 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] I Resolution 2016-PD-RNVTN-PRJT-AG-R-1528 Architectural Design Services For Police Renovation Project Page 2 of 3 APPROVED THIS 12th day of January, 2016 Gopal G. Lalmalani Village President PASSED THIS 12th day of January, 2016 Ayes: Trustees Adler, Baar, Yusuf, President Lalmalani Nays: Trustee Tiesenga Absent: Trustee Moy , Trustee Manzo ATTEST: Charlotte K. Pruss Village Clerk 4 � S 2 #38248153_vl { Resolution 2016-PD-RNVTN-PRJT-AG-R-1528 Architectural Design Services For Police Renovation Project Page 3 of 3 EXHIBIT A AGREEMENT 3 #38248153_vl i I i t CONTRACT BETWEEN THE VILLAGE OF OAK BROOK ! AND l WILLIAMS ASSOCIATES ARCHITECTS, LTD, FOR THE ARCHITECTURAL DESIGN OF THE POLICE DEPARTMENT RENOVATION E i I I I� I Approved as to o _ Date: CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND WILLIAMS ASSOCIATES ARCHITECTS, LTD. FOR THE ARCHITECTURAL DESIGN OF THE POLICE DEPARTMENT RENOVATION CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND WILLIAMS ASSOCIATES ARCHITECTS, LTD. FOR THE ARCHITECTURAL DESIGN OF THE POLICE DEPARTMENT RENOVATION TABLE OF CONTENTS Page ARTICLEI THE SERVICES........................................................................................................1 1.1 PERFORMANCE OF THE SERVICES..................................................................................1 1.2 COMMENCEMENT AND COMPLETION DATES....................................................................1 1.3 REQUIRED SUBMITTALS.................................................................................................2 1.4 REVIEW AND INCORPORATION OF CONTRACT PROVISIONS ..............................................2 1.5 FINANCIAL AND TECHNICAL ABILITY TO PERFORM ...........................................................2 1.6 TIME.............................................................................................................................2 1.7 CONSULTANT'S PERSONNEL AND SUBCONTRACTORS......................................................3 1.8 OWNER'S RESPONSIBILITIES..........................................................................................3 1.9 OWNER'S RIGHT TO TERMINATE OR SUSPEND SERVICES FOR CONVENIENCE ...................4 ARTICLE II CHANGES AND DELAYS........................................................................................4 2.1 CHANGES.....................................................................................................................4 2.2 DELAYS........................................................................................................................4 2.3 NO CONSTRUCTIVE CHANGE ORDERS............................................................................5 ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES ......................5 3.1 WARRANTY OF SERVICES..............................................................................................5 3.2 CORRECTIONS..............................................................................................................5 3.3 RISK OF Loss...............................................................................................................6 ARTICLE IV FINANCIAL ASSURANCES ...................................................................................6 4.1 INSURANCE...................................................................................................................6 4.2 INDEMNIFICATION..........................................................................................................6 ARTICLEV PAYMENT...............................................................................................................7 5.1 CONTRACT PRICE .........................................................................................................7 5.2 TAXES, BENEFITS AND ROYALTIES .................................................................................7 5.3 PROGRESS PAYMENTS..................................................................................................7 -I- 5.4 FINAL ACCEPTANCE AND FINAL PAYMENT.......................................................................7 5.5 DEDUCTIONS ................................................................................................................8 5.6 ACCOUNTING................................................................................................................8 ARTICLE VI REMEDIES.............................................................................................................8 6.1 OWNER'S REMEDIES .....................................................................................................8 6.2 TERMINATIONS AND SUSPENSIONS DEEMED FOR CONVENIENCE......................................9 ARTICLE VII LEGAL RELATIONSHIPS AND REQUIREMENTS................................................9 7.1 BINDING EFFECT...........................................................................................................9 7.2 RELATIONSHIP OF THE PARTIES ...................................................................................10 7.3 NO COLLUSION...........................................................................................................10 7.4 ASSIGNMENT ..............................................................................................................10 7.5 CONFIDENTIAL INFORMATION.......................................................................................10 7.6 NO WAIVER................................................................................................................10 7.7 No THIRD PARTY BENEFICIARIES.................................................................................11 7.8 NOTICES.....................................................................................................................11 7.9 GOVERNING LAWS/VENUE .........................................................................................11 7.10 CHANGES IN LAWS......................................................................................................11 7.11 COMPLIANCE WITH LAWS AND GRANTS.........................................................................11 7.12 DOCUMENTS...............................................................................................................12 7.13 TIME...........................................................................................................................12 7.14 SEVERABILITY.............................................................................................................12 7.15 ENTIRE AGREEMENT ...................................................................................................13 7.16 AMENDMENTS.............................................................................................................13 ATTACHMENT A - Supplemental Schedule of Contract Terms ATTACHMENT B - Scope of Services ATTACHMENT C - Submittal Schedule ATTACHMENT D - Special Project Requirements -ii- CONTRACT BETWEEN THE VILLAGE OF OAK BROOK AND WILLIAMS ASSOCIATES ARCHITECTS, LTD. FOR THE ARCHITECTURAL DESIGN OF THE POLICE DEPARTMENT RENOVATION In consideration of the mutual promises set forth below, the VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local government created and existing under the laws of the State of Illinois ("Owner"), and WILLIAMS ASSOCIATES ARCHITECTS, LTD., an Illinois Corporation ("Consultant"), make this Contract as of the day of 2016, 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, all of which is herein referred to as the "Services": 1. Labor Equipment Materials and Supplies. Provide, perform, and complete, in the manner described and specified in this Contract, all necessary work, labor, services, transportation, equipment, materials, apparatus, information, data, and other items necessary to accomplish the Project, as defined in Attachment A, in accordance with the Scope of Services attached hereto as Attachment B, the Submittal Requirements attached hereto as Exhibit C, and the Special Project Requirements attached hereto as Attachment D. 2. Approvals. Procure and furnish all approvals and authorizations specified in Attachment A. 3. Insurance. Procure and furnish all certificates and policies of insurance specified in this Contract. 4. Quality. Provide, perform, and complete all of the foregoing in a proper and professional manner in accordance with the standards of professional practice, skill, diligence, and care expected from consultants performing services of a similar nature under similar circumstances on similar projects in the same or similar locale in existence at the time of performance of the Services, and in full compliance with, and as required by or pursuant to, this Contract. 1.2 Commencement and Completion Dates i Consultant shall commence the Services not later than the "Commencement Date" set forth on Attachment A and shall diligently and continuously prosecute the Services at such a rate as will allow the Services to be fully provided, performed, and completed in full compliance -1- with this Contract not later than the "Completion Date" or, if the Services are to be performed in separate phases with separate completion dates, the "Completion Dates" set forth in Attachment A. The time of commencement, 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 specifically set forth in Attachment C or otherwise required to be submitted by Consultant under this Contract and shall, in addition, submit to Owner all such reports, documents, data, and information as may be requested by Owner to fully document the Services ("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 C or otherwise in this Contract. If no time for submission is specified for any Required Submittal, such Submittal shall be submitted within a reasonable time in light of its purpose and, in all events, in sufficient time, in Owner's sole opinion, to permit Owner to review the same prior to the commencement of any part of the Services to which such Required 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 stamping 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. C. Responsibility for Delay. Consultant shall be responsible for any delay in the Services due to delay in providing Required Submittals conforming to this Contract. 1.4 Review and Incorporation of Contract Provisions Consultant states that it has carefully reviewed and fully understood the terms of 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 that it is financially solvent, and has the financial resources necessary, and that it is sufficiently experienced and competent, and has the necessary capital, facilities, plant, 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 shall be prepared to begin the Services on the Commencement Date and agrees 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, except if the completion of such Services are delayed by others outside of the Consultant's control. -2- 1.7 Consultant's Personnel and Subcontractors A. Consultant's Personnel. Consultant shall provide all personnel necessary to complete the Services, including without limitation the "Key Project Personnel" identified in Attachment D. Consultant shall provide to Owner telephone numbers at which the Key Project Personnel can be reached on a 24 hour basis. Consultant and Owner may by mutual written agreement make changes and additions to the designations of Key Project Personnel. Prior to terminating the employment of any Key Project Personnel, or reassigning any of the Key Project Personnel to other positions, or upon receiving notification of the resignation of any of the Key Project Personnel, Consultant shall notify Owner as soon as practicable in advance of such proposed termination, reassignment, or resignation. Consultant shall submit justification, including a description of proposed substitute personnel, in sufficient detail to permit evaluation by Owner of the impact of the proposed action on the Services. No such termination or reassignment shall be made by Consultant without prior written approval of Owner. 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 termination, reassignment, resignation, or substitution. B. Approval and Use of Subcontractors. 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 subcontractors of Consultant shall be referred to herein as "subconsultants". Subconsultant agreements used by Consultant shall be acceptable to, and approved in advance by, Owner. Owner's approval of any subconsultant 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. If Consultant chooses to use subconsultants to perform any of the Services, the Services performed under any subconsultant agreement shall be subject to all of the provisions of this Contract in the same manner as if performed by employees of Consultant. Every subconsultant agreement entered into by Consultant to provide the Services or any part thereof shall include a provision binding the subconsultant to perform its scope of such services in accordance with the provisions of this Contract. C. Removal of Personnel and Subcontractors. If any personnel or subconsultant fails to perform the part of the Services undertaken by it in compliance with its subconsultant agreement, Consultant shall immediately upon notice from Owner remove and replace such personnel or subconsultant. 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 and except as otherwise provided in Attachment D: (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 Board approval of Owner; (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 -3- consultants when such services are reasonably requested by the Consultant, are necessary for the performance of the Services, and are not already provided for in Attachments B and D; (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 provided by Owner in connection with the Project; (g) review and comment on all Required Submittals and other reports, documents, data, and information presented by Consultant; (h) except as otherwise provided in Attachment A, provide approvals from all governmental authorities having jurisdiction over the Project when such services are reasonably requested by the Consultant, are necessary for the performance of the Services, and are not already provided for in Attachments B and D; (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 sole judgment of Owner to protect Owner's interests with respect to the Project; Q) 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, 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 and profit, 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 unearned 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 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 in the Contract, the Project, the Services and the Contract Time ("Change Order"). If any 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 Change Order shall entitle Consultant to make any claim for damages, anticipated profits, or other compensation. 2.2 Delays For any delay that may result from causes that could not be avoided or controlled by Consultant, Consultant shall, upon timely written application, be entitled to issuance of a -4- Change Order providing for 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. 2.3 No Constructive Change Orders No claims for equitable adjustments in the Contract Price or Contract Time shall be made or allowed unless embodied in a Change Order. If Owner fails to issue a Change Order including, or fully including, an equitable adjustment in the Contract Price or Contract Time to which Consultant claims it is entitled, or, if Consultant believes that any requirement, direction, instruction, interpretation, determination, or decision of Owner entitles Consultant to an equitable adjustment in the Contract Price or Contract Time that has not been included, or fully included, in a Change Order, then Consultant shall submit to Owner a written request for the issuance of, or revision of, a 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 Change Order. Such request shall be submitted before Consultant proceeds with any Services for which Consultant claims an equitable adjustment is due and shall, in all events, be submitted no later than five business days after receipt of such Change Order or receipt of notice of such requirement, direction, instruction, interpretation, determination, or decision. Notwithstanding the submission of any such request, Consultant shall, unless otherwise directed by Owner within five business days after receipt by Owner of such request, proceed without delay to perform the Services in compliance with the Change Order or as required, directed, instructed, interpreted, or decided by Owner and shall, pending a final resolution of the issue, keep a daily record of such Services. Unless Consultant submits such a request within five business days after receipt of such Change Order or receipt of notice of such requirement, direction, instruction, interpretation, determination, or decision, Consultant shall be conclusively deemed (1) to have agreed that such Change Order, requirement, direction, instruction, interpretation, determination, or decision does not entitle Consultant to an equitable adjustment in the Contract Price or Contract Time and (2) to have waived all claims based on such Change Order, requirement, direction, instruction, interpretation, determination, or decision. ARTICLE III CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES 3.1 Standards for Services A. Standard of Care. The Services shall be performed in accordance with the standards of professional practice, care, and diligence practiced by recognized consulting firms in performing services of a similar nature in existence at the time of performance of the Services. 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 Project costs or construction costs will not vary from opinions of probable cost prepared by Consultant. 3.2 Corrections -5- Consultant shall be responsible for the quality, technical accuracy, completeness and coordination of all reports, documents, data, information and other items and services under this Contract. Consultant shall, promptly and without charge, provide, to the reasonable satisfaction of Owner, all corrective Services necessary as a result of Consultant's errors, omissions, negligent acts, or failure to meet the requirements and standard of care of this Contract. 3.3 Risk of Loss The Services and everything pertaining thereto shall be provided, performed, and completed at the sole risk and cost of Consultant. Consultant shall be responsible for any and all damages to property or persons as a result of Consultant's negligent acts or failure to meet the standard of care and requirements of this Contract and for any losses or costs to repair or remedy any work undertaken by Owner based upon the Services as a result of any such negligent acts or failure to meet the standard of care and requirements of this Contract recoverable under applicable law. 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 FINANCIAL ASSURANCES 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 coverages and limits set forth in Attachment A. 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 acceptable to Owner and from companies with a general rating of A minus and a financial size category of Class X or better in Best's Insurance Guide and otherwise acceptable to Owner. All insurance policies set forth in Attachment A except for worker's compensation and employer's liability and professional liability policies shall provide that no change, modification in, or cancellation of any insurance shall become effective until the expiration of 30 days after written notice thereof shall have been given by the insurance company to the Architect. Consultant shall provide Owner written notice within five business days of any change, material modification in, or cancellation in Consultant's worker's compensation and employer's liability and professional liability policies. Consultant shall, at all times while providing, performing, or completing the Services, including, at all times while correcting any failure to meet standard or requirement pursuant to Section 3.2 of this Contract, maintain and keep in force, at Consultant's expense, at least the minimum insurance coverages and limits set forth in Attachment A. 4.2 Indemnification i Consultant shall, without regard to the availability or unavailability of any insurance, either of Owner or Consultant, indemnify and save harmless Owner against any and all damages, liabilities, and losses, including reasonable attorneys' fees and administrative expenses, to the extent such damages, liabilities, and losses arise from third party claims against the Village arising from the negligent or wrongful acts or omissions of Consultant, or from Consultant's failure to properly perform the Services or any part thereof in accordance with -6- the standard of care and other terms of this Agreement, provided however, nothing herein shall require the Consultant to indemnify Owner for its own negligence or fault. 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 set forth in Attachment A (the "Contract Price"), subject to any additions, deductions, or withholdings provided for in this Contract. 5.2 Taxes, Benefits and Royalties The Contract Price includes all 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 and all costs, royalties, and fees arising from the use on, or the incorporation into, the Services, of patented equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. 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 establish Consultant's prior payment for all labor, material, and other things covered by the invoice and the absence of any interest, whether in the nature of a lien or otherwise, of any party in any property, work, or fund with respect 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 for hours worked on an hourly basis for services charged on an hourly basis, 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, 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 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 60 days after -7- 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. As soon as practicable 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 all charges 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, demands, damages, liabilities, losses, and expenses of, by, or to Consultant for payments of additional amounts claimed under this Agreement. 5.5 Deductions A. Owner's Right to Withhold. Notwithstanding any other provision of this Contract and without prejudice to any of Owner's other rights or remedies, Owner shall have the right at any time or times, whether before or after approval of any pay request, 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 actual or prospective loss due to: (1) Services that do not meet the standard of care or other terms of this Contract; (2) damage for which Consultant is liable under this Contract; (3) liens or claims, including claims of lien filed by an subconsultant or supplier of Consultant, regardless of merit; (4) claims of subconsultants, suppliers, or other persons retained by, or allegedly retained by Consultant, regardless of merit; (5) delay in the progress or completion of the Services caused by the Consultant or a subconsultant or supplier of Consultant; (6) inability of Consultant to complete the Services caused by the Consultant or a subconsultant or supplier of Consultant; (7) failure of Consultant to properly complete or document any pay request; or (8) any other failure of Consultant to perform any of its obligations under this Contract. 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. 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 all reasonable times during this Contract and for a period of three years following 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 k If it should appear at any time prior to Final Payment for all work that Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in full compliance with the requirements of this Contract, except where completion is delayed by the acts of others outside of Consultant's -8- control, or has attempted to assign this Contract or Consultant's rights under this Contract, either in whole or in part, or has falsely made any representation or agreement in this Contract, or has otherwise failed, refused, or delayed to perform or satisfy any other requirement of this Contract or has failed to pay its debts as they come due ("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, damaged, flawed, unsuitable, nonconforming, or incomplete; to accelerate all or any part of the Services; and to take any or all other action necessary to bring Consultant and the Services into strict compliance with this Contract. 2. Owner may accept the defective, damaged, flawed, unsuitable, nonconforming, incomplete, or dilatory Services or part thereof and make an equitable reduction in the Contract Price. 3. Owner may terminate this Contract without liability for further payment of amounts due or to become due under this Contract. 4. Owner may withhold from any Progress Payment or Final Payment, whether or not previously approved, or may recover from Consultant, any and all costs allowed under applicable law incurred by Owner as the result of any Event of Default or as a result of actions taken by Owner in response to any Event of Default. 5. Owner may recover any damages allowed under applicable law suffered by Owner. 6.2 Terminations and Suspensions Deemed for Convenience Any termination or suspension 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. 6.3 Prevailing Party In the event of a judicial proceeding brought by one party against another party, the prevailing party in the judicial proceeding will be entitled to reimbursement from the unsuccessful party of all costs and expenses, including reasonable attorneys' fees, incurred in connection with the judicial proceeding. I I ARTICLE VII LEGAL RELATIONSHIPS AND REQUIREMENTS 7.1 Binding Effect This Contract shall be binding upon Owner and Consultant and upon their respective heirs, executors, administrators, personal representatives, and permitted successors and -9- 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 subconsultant 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 seg. Consultant hereby represents that the only persons, firms, or corporations 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 examination, inspection, investigation, test, measurement, review, determination, decision, certificate, or approval by Owner, nor any order by Owner for the payment of money, nor any payment for, or use, occupancy, possession, or acceptance of, the whole or any part of j the Services by Owner, nor any extension of time granted by Owner, nor any delay by Owner in exercising any right under this Contract, nor any other act or omission of Owner shall constitute or be deemed to be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or incomplete Services, nor operate to waive or otherwise diminish the effect of any representation or agreement made by Consultant; or of any requirement or provision of this Contract; or of any remedy, power, or right of Owner. -10- 7.7 No Third Party Beneficiaries No claim as a third party beneficiary under this Contract by any person, firm, or corporation other than Consultant shall be made or be valid against Owner. 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 person on a business day at the address set forth below or on the third business day after being deposited in any main or branch United States post office, 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 60523 Attention: Village Manager Notices and communications to Consultant shall be addressed to, and delivered at, the following address: Williams Associates Architects, Ltd. 500 Park Boulevard, Suite 800 Itasca, Illinois 60143 Attention: Mark Bushhouse 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/Venue 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. Venue for any action related to this Contract will be in the Circuit Court of DuPage County, 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 Consultant shall give all notices, pay all fees, and take all other action that may be necessary so that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be -11- required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, including 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 sec. Consultant shall also comply with all conditions of any federal, state, or local grant received by Owner or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi-governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with Consultant's, or its subconsultants', performance of, or failure to perform, the Services or any part thereof. 7.12 Documents Drawings, plans, specifications, and other work product of the Consultant prepared in connection with the Services (hereinafter "Instruments of Service") are the property of the Consultant, and the Consultant owns all intellectual and other property rights in the Instruments of Service. Upon execution of this Agreement, the Consultant grants to the Owner a non- exclusive, irrevocable license to use and reproduce the Consultant's Instruments of Service for the purpose of constructing, using, maintaining, improving, and altering the Project (as defined in Attachment A) provided Owner complies with the terms of the Contract, including payment of all sums when due. The Consultant shall obtain a similar nonexclusive, irrevocable license for Owner from any of its subconsultants for Owner to use the subconsultants' Instruments of Service as if such Instruments of Service belonged to Consultant. Upon termination of the Contract for convenience or for cause by the Owner, the Owner shall have the right to use the Instruments of Service as set forth herein provided Owner has complied with the terms of the Contract, including prompt payment of all sums when due. If the Owner uses the Instruments of Service without the involvement of the Consultant or for a purpose other than as set forth herein, the Owner releases the Consultant and its subconsultants from all claims, liabilities, losses and damages arising from such use. Consultant shall make, and shall cause of all its subconsultants to make, the Instruments of Service available for the Owner's review, inspection and audit during the entire term of this Contract and for three years after termination of the Contract; provided, however, that prior to the disposal or destruction of the Instruments of Service by Consultants or its subconsultants following said three year period, but not less than five years, the Consultant shall give notice to the Owner of any Instruments of Service to be disposed of or destroyed and the intended date, which shall be at least 90 days after the effective date of such notice of disposal or destruction. Owner shall have 90 days after receipt of any such notice to give notice to Consultant or any of its subconsultants not to dispose of or destroy said Instruments of Service and to require Consultant or its subconsultants to deliver same to Owner at Owner's expense. 7.13 Time The Contract Time is of the essence of this Contract. 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, -12- 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 compensation therefor. 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 b, er and Consultant. WITNESS WHEREOF, Owner and Consultant have caused this Contract to be two original counterparts as of the day and year first written above. o C w ess: VI E OF OA O Ut<T`t By: By: , Riccardo F. Ginex Title: Title: Village Manager Attest/Witness: WILLIAMS ASSOCIATES ARCHITECTS, LTD. By: By: 7A� Mark Bushhouse Title: hM.1444 Title: M E&LEDER TE OF IWNOIS UNTY XPIRES 5/6/19 -13- ATTACHMENT A SUPPLEMENTAL SCHEDULE OF CONTRACT TERMS 1. Project: The Project is for the design for the renovation and addition to the lower level police prisoner detention zone of the Owner's police station in the Butler Government Center and repair or removal, at the Village's option, of the upper level exterior walkway. The Project shall be based upon, and shall generally conform to, the 2012 Space Needs Analysis and the 2013 Menu of Phased Project Costs, each prepared by Consultant, except as Owner determines during the course of the performance of the Services by Consultant to vary therefrom. 2. Approvals and Authorizations: Consultant shall obtain the following approvals and authorizations: The Consultant shall assist the Village in obtaining all approvals or certification for the Project by the Illinois Department of Corrections, if applicable. 3. Commencement Date: The date of execution of the Contract by Owner. 4. Completion Date: A. Schematic Design Phase: 70 days following the Commencement Date plus extensions, if any, authorized by a Change Order issued pursuant to Section 2.1 of the Contract. B. Design Development Phase: 77 days following issuance of Notice to Proceed by Owner plus extensions, if any, authorized by a Change Order issued pursuant to Section 2.1 of the Contract. C. Construction Document Preparation Phase: 97 days following issuance of Notice to Proceed by Owner plus extensions, if any, authorized by a Change Order issued pursuant to Section 2.1 of the Contract. D. Biddinq or Negotiating Phase: Estimated to be approximately 42 days following issuance of Notice to Proceed by Owner; however, the Owner determines the bidding duration and approval timing —this is only an estimate. E. Construction Administration Phase: 244 days following the start of construction plus extensions, if any, authorized by a Change Order issued pursuant to Section 2.1 of the Contract. Notwithstanding any completion dates listed above, the Consultant shall not proceed and commence any of the Services for a particular phase until the Owner has accepted and provided a Notice to Proceed at the end of the prior Phase. -1- 5. Insurance Coverages: A. Worker's Compensation and Employer's Liability with limits not less than: (1) Worker's Compensation: Statutory; (2) Employer's Liability: $500,000 injury-per occurrence $500,000 disease-per employee $500,000 disease-policy limit Such insurance shall evidence that coverage applies in the State of Illinois. B. Comprehensive Motor Vehicle Liability with limits for vehicles owned (if any Consultant-owned vehicles are used in connection with the Services), non-owned, or rented not less than: (1) Bodily Injury/Property Damage: $1,000,000 per accident combined single limit All employees shall be included as insureds. C. Professional Liability Insurance with a limit of liability of not less than $2,000,000 per claim and covering Consultant for liability arising from negligent or wrongful acts in the performance of professional services in accordance with the standard of care. D. Comprehensive General Liability with coverage written on an "occurrence" basis and with "per project" aggregate limits no less than: (1) $2,000,000 per occurrence / $4,000,000 aggregate Bodily Injury: (2) $1,000,000 Personal &Advertising Injury General Liability Coverages shall include: - Premises/Operations - Products/Completed Operations (to be maintained for two years following Final Payment) - Independent Contractors - Personal Injury (with Employment Exclusion deleted) -2- Broad Form Property Damage Endorsement Blanket Contractual Liability (must expressly cover the indemnity provisions of this Contract) Bodily Injury and Property Damage "X", "C", and "U" exclusions shall be deleted. Railroad exclusions shall be deleted if Work Site is within 50 feet of any railroad track. E. Umbrella Policy. The required coverages may be in any combination of primary, excess, and umbrella policies. Any excess or umbrella policy must provide excess coverage over underlying insurance on a following-form basis such that when any loss covered by the primary policy exceeds the limits under the primary policy, the excess or umbrella policy becomes effective to cover such loss. F. Deductible. Each policy shall have a deductible or self-insured retention of not more than $25,000. G. Owner as Additional Insured. Owner shall be named as an Additional Insured on the following policies: Comprehensive Motor Vehicle Liability Comprehensive General Liability The Additional Insured endorsement shall identify Owner as follows: The Village of Oak Brook, Illinois and all of its elected and appointed officials, officers, and employees. H. Other Parties as Additional Insureds. In addition to Owner, the following parties shall be named as additional insured on the following policies.. Additional Insured Policy or Policies None -3- 6. Contract Price: For providing, performing, and completing all Services, an amount equal to 9.8% of the Construction Cost of the Project. Notwithstanding the foregoing, the total Contract Price (excluding Reimbursable Expenses, as defined in Section 8 below) shall be a minimum of $176,400.00, and shall be adjusted by a Change Order should the Owner approved construction cost exceed $1,800,000 issued pursuant to Section 2.1 of the Contract. Owner approved bid alternates that are not accepted shall have the fee calculated at 7.35% of the absolute value of each rejected alternate. 7. Payments: For purposes of payments to Consultant, the value of the Services shall be determined as follows: The Construction Cost of the Project for purpose of determining payment of the Contract Price to Consultant means the total cost to Owner, as estimated by Consultant during the design phases, which is then superseded by the bid by the Contractor engaged to perform the Project, of all elements of the Project designed or specified by Consultant; provided, however that Construction Cost of the Project shall not include Consultant's compensation and expenses, cost of land, rights-of-way, or compensation for or damages to, properties, nor Owner's legal, accounting, insurance counseling, or auditing services, or interest and finance charges incurred in connection with the Project or other costs that are the responsibility of Owner pursuant to Section 1.8 of the Contract. Payments for each phase of Services shall be based upon the following percentage of the Contract Price set forth opposite each such phase: Schematic Design Phase 14% Design Development Phase 16% Construction Document Preparation Phase 40% Bidding or Negotiation Phase 5% Construction Administration Phase 25% Prior to completion of construction and final payment to the construction contractor, the estimated Construction Cost of the Project shall be based upon the construction contract price at the time of the award. Prior to award of a construction contract, the estimated Construction Cost of the Project shall be based upon the lesser of (i) the most recent Consultant's opinion of probable Construction Cost of the Project submitted to, and approved by, Owner or (ii) the lowest bona fide bid received from a responsive and responsible bidder for such work or, if the work is not bid, the lowest bona fide negotiated proposal for such work from a responsive or responsible person. -4- Prior to submission and approval of Consultant's opinion of probable Construction Cost of the Project in the Study and Report Phase, progress payments shall be based upon the minimum lump sum fee. Upon completion and final acceptance of each phase of Services, Owner shall pay such additional amount, if any, or be entitled to credit against future progress payments such amount, if any, as may be necessary to bring the total compensation paid on account of such phase to the foregoing percentages of the total or estimated Construction Cost of the Project, as the case may be. 8. Reimbursable Expenses: The expenses incurred by the Consultant, the Consultant's employees and consultants in connection with the Project times a multiple of one and one tenth (1.15). Reimbursable expenses shall include the following: A. Expenses in connection with authorized out-of-town travel, if authorized by Owner in writing, long distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. B. Expenses of reproductions for color reductions of the site plan and perspective, and printing for design, bidding and construction. C. Expense of renderings, models, and mock-ups provided by others and requested by the Owner. D. Expenses of copies reproduced by Consultant for Owner review. E. Special delivery expenses and transportation. Owner may, at its option, elect to pay some or all of the reimbursable expenses directly to vendor without Consultant's markup. Consultant shall promptly notify Owner of such expenses so that Owner may exercise its option to pay direct prior to the due date for such expenses. 9. Special Tasks: A. An amount for each of the following tasks that Owner may elect, by written notice to Consultant, to include in the Services, which shall be charged by the Consultant, at a cost not to exceed the following flat rates: Task Not To Exceed Cost Detention hardware and security $9,000.00 systems design Landscape Architecture of the $3,000.00 berm area affected by the addition shall be a lump sum fee of three thousand dollars Civil engineering to rework the $8,000.00 -5- grades and parking lot in the lower level patrol parking zone Cost Estimating $11,500.00 B. The following additional services by Consultant that are not included in the Services as defined in this Contract, if requested and approved in writing in advance by Owner, including, without limitation, additional structural, mechanical, and electrical engineering services, shall be provided on an hourly rate basis from the rate table below (which shall be adjusted on an annual basis from the Commencement Date at an increase of 3%): 1. Zoning approval assistance; 2. Multiple bid releases; 3. Attendance at Village Board public meetings beyond those included elsewhere in this Agreement; 4. Record drawings done on CAD based upon contractor provided mark-ups and other project information; 5. All site surveying and topographic services will be provided by others; 6. Providing services associated with change orders that do not result from an error and/or omission of the Consultant or its subconsultants; 7. Design of low voltage systems beyond those included; 8. Civil engineering for storm water detention system changes; 9. Environmental, LEED consulting and testing; 10. Investigation into the causes of the water infiltration and the recommended improvements to prevent same; 11. Site surveying; 12. Soil testing; 13. Materials testing; 14. Interiors, furniture and equipment design; and 15. Storm water detention design service. [SEE NEXT PAGE] -6- Williams Architects RATE TABLE Principal I1 ........................................................... $ 208.00/Hour Principal I............................................................. $ 191.00/Hour Associate Principal............................................... $ 177.00/Hour Senior Associate/Senior Project Mgr................... $ 171.00/Hour Associate/Project Manager................................ $ 156.00/Hour Architect III.......................................................... $ 13 8.00/Hour Architect II........................................................... $ 127.00/Hour Architect I ............................................................ $ 114.00/Hour Project Coordinator IV......................................... $ 104.00/Hour Project Coordinator III......................................... $ 95.00/Hour Project Coordinator 11 ......................................... $ 81.00/Hour Project Coordinator I............................................ $ 70.00/Hour Project Technician II ...........................................$ 53.00/Hour Project Technician I ............................................ $ 42.00/Hour Aquatic Engineer I1.............................................. $ 164.00/Hour Aquatic Engineer I............................................... $ 125.00/Hour Director of Marketing.......................................... $ 153.00/Hour Marketing Coordinator......................................... $ 111.00/Hour Accounting........................................................... $ 147.00/Hour Secretarial ............................................................ $ 104.00/Hour Clerical............................................................ $ 74.00/Hour Director of Interior Design................................... $ 140.00/Hour Interior Designer V.............................................. $ 109.00/Hour Interior Designer IV............................................. $ 91.00/Hour Interior Designer III ............................................ $ 72.00/Hour Interior Designer 11 ............................................. $ 60.00/Hour Interior Designer I................................................ $ 43.00/Hour The hourly rates for our sub-consultants are comparable to the above listed rates. -7- ATTACHMENT B SCOPE OF SERVICES Consultant shall cooperate and work closely with representatives of Owner and other parties involved in the Project, including, without limitation, the Owner's construction project manager and Kluber, Inc. Consultant shall meet with Owner and such other parties, and shall provide such consultation, advice, and reports, as required to adequately perform its responsibilities under the Contract. Consultant shall produce and deliver to Owner the results of its Services, plus any reports, documents, data, information, observations, or opinions set forth below or requested by Owner, in form or format as set forth below or, if none, in form or format of Owner's choosing. Project Understanding and Information: A. The Project is located at the Village's main municipal complex and will focus on the lower level police prisoner detention zone; B. The area to be affected is expected to include approximately 3,000 SF of renovated and addition space; C. The facility design is to be based upon the master planning work provided by Consultant in 2012-2014; D. Consultant is to provide more design options as part of the schematic design phase; E. The Project budget is currently understood to be equal to or less than $2,000,000; F. The Services may also include facility improvements to repair or remove the upper level walkway. Investigation as to the cause of the ongoing water infiltration to be performed by others; G. Minimal changes are expected to the site and parking areas. No changes to the storm water detention system are expected; H. The project is expected to be constructed using a General Contractor hired by the Owner; and I. LEED certification is not a goal for this facility. 1. Schematic Design Phase. Upon execution of this Agreement: a. Determine the general scope, extent and character the Project, including the architectural, mechanical, plumbing, electrical and fire suppression engineering scope of the Project; b. Design the detention security hardware and electronic security and alarm system. C. Design the exterior architectural appearance of the Project to blend with the existing facility. d. Engage in code review and meet with local building code officials to review the code requirements. e. Prepare and refine schematic floor plans and site plans. -1- f. Basic building materials and systems to be reviewed and selected. g. Prepare a project budget, which budget shall not exceed $2,000,000.00. h. Engage in four meetings with Owner's staff, and at Village's option, attend and provide a presentation at a Village Board meeting. i. Prepare preliminary design documents consisting of drawings, material selections, a written description of the Project and other documents appropriate for Project; and J. Furnish 10 copies of the Schematic Design Documents, together with Consultant's revised opinion of probable Project Costs and Construction Cost of the Project, for review and approval by Owner, and review them in person with Owner. The Schematic Design Documents shall include: (i) colored site and floor plans, exterior elevations (main elevation to be colored); (ii) building sections and basic building materials and systems to be noted on the drawings or indicated in brief reports; (iii) schematic level cost estimate; and (iv) meeting minutes of Owner meetings. 2. Design Development Phase. After written authorization to proceed: a. On basis of accepted Schematic Design Documents and the revised opinion of probable Project Costs and Construction Cost of the Project, prepare drawings, and outline specifications. Such drawings and specifications shall show the general scope, extent and character of the work to be furnished and performed by the construction contractor, including the work to be performed on all of the building systems; b. Assist Owner by providing all required criteria, descriptions and design data and consulting with local building code enforcement officials and Owner to review applicable building codes and receive direction from the local building code officials on the Village's approach and interpretation of the code requirements for this project; C. Furnish 10 copies of the proposal forms, drawings and specifications, together with Consultant's revised opinion of probable Project Costs and Construction Cost of the Project, based upon the drawings and specifications and the other bidding/negotiation and construction contract documents, for review and approval by Owner, and review them in person with Owner. The documents shall include (i) detailed design drawings including site, floor, ceiling and roof plans, multiple building sections and some wall sections and construction details; (ii) booklet with fixture cuts, outlining specifications and product data sheets; and meeting minutes of Owner meetings; d. Engage in four meetings with Owner's staff and, at the Village's option, attend and provide a presentation at a Village Board meeting; and e. Documents to be reviewed at 50% and 90% of design development completion. -2- 3. Construction Document Preparation Phase. After written authorization to proceed: a. On basis of accepted Design Development Documents, prepare final drawings, and specifications for incorporation in the construction contract documents. Such drawings and specifications shall show the scope, extent and character of the work to be furnished and performed by the construction contractor; b. Assist Owner by providing all required criteria, descriptions and design data and consulting with officials and Owner to obtain permits and to prepare other bidding/negotiation and construction contract documents; C. Documents to be reviewed by Owner at the 50% and 90% of completion of the construction documents; d. Engage in three meetings with Owner's staff. e. Consultant will perform a careful quality control process and review of project documents; and f. Furnish 12 copies of the proposal forms, drawings and specifications, together with Consultant's revised opinion of probable Project Costs and Construction Cost of the Project, based upon the drawings and specifications and the other bidding/negotiation and construction contract documents, for review and approval by Owner, and review them in person with Owner, which drawings and specifications shall include detailed drawings and specifications of the following disciplines: (i) Civil Engineering; (ii) Landscape Design; (iii) Architectural; (iv) Detention hardware and the associated detention zone low voltage security and alarm systems; (v) Structural Engineering; and (vi) Mechanical, Electrical, Plumbing and Fire Suppression Engineering. Consultant shall also provide, on forms provided by Owner at Owner's option, invitation to bid, bidding forms and draft contracts. All of this to be reviewed by the Village's attorney for inclusion of the Village's bidding and contractual requirements. 4. Bidding Phase. After written authorization to proceed: a. Assist Owner in advertising for and obtaining bids for General Contractor and other contractors for the Construction of the Project. Maintain a record of prospective bidders to whom bidding documents have been issued and attend pre-bid conferences; b. Issue addenda as appropriate and approved by Owner; C. Consult with and advise Owner as to the acceptability of the general contractors, subcontractors, suppliers and other persons if such acceptability is required by the construction contract documents; -3- d. Consult with Owner as to acceptability of proposed substitute materials and equipment as an additional service if service is approved by the owner; e. Attend bid openings, prepare bid tabulation sheets, and assist Owner in evaluating bids and in assembling and awarding construction contracts; and f. Provide "For Construction" documents. 5. Construction Administration Phase. After written authorization to proceed: a. Furnish advice and consulting services during the construction period; b. Review, return and comment on shop drawings and other equipment drawings furnished by contractors for materials and equipment to be incorporated into the work. Submittals shall be returned within 30 days of receipt by Consultant; C. Consult and advise on the interpretation of the construction contracts; d. Provide a representative to observe the construction once every other week; such representative to be acceptable to Owner at all times. On the basis of such observation, Consultant may disapprove of or recommend the Owner reject construction work while it is in progress if it does not conform to the construction contract or will prejudice the integrity of the design concept. Consultant shall provide a field report after each visit to the construction site, which field reports shall document, weather conditions, trades working on site, general progress of the work, and work observed that appears to not conform to the design. e. Assist Owner and field personnel in checking laboratory tests of construction materials and equipment which are to be incorporated into the work; f. Review contractors' breakdown of cost, material quantities and scheduling; g. Review, edit as appropriate and approve the monthly construction progress payments, and report to Owner as required to keep Owner informed on the progress of construction and to allow Owner to perform its obligations under the construction contracts. Consultant does not review waivers; h. Review contractor provided proposed change orders and advise Owner for its consideration, approval or denial. Consultant shall, when requested, submit recommendations on proposed change orders as an additional service if not caused by the consultant's error or omission; i. Maintain files of correspondence, reports of job conferences, field orders, addenda, change orders, shop drawings, samples, progress reports, product data, submittals, handbooks, operations and maintenance manuals, instructions and other project-related documents; -4- j. Conduct final inspection of the construction work, and prepare punch lists for corrections and recommend, when the construction work is complete, final payment to the construction contractors; k. Review contractor provided drawings of record and forward onto the Owner once they are approved. I. Require in the Construction Documents that the Contractor assist Owner in training Owner's personnel to operate and maintain the Project and develop systems and procedures for operation and maintenance for the Project; and M. Review the Project and all systems 11 months after completion to identify any items that do not comply with the warranties, prepare a defects punch list, and assist the Village in approving the appropriate corrective action. -5- ATTACHMENT C SUBMITTAL SCHEDULE The schedule of submittals must conform to the requirements of this Contract, including, without limitation, the schedule of Completion Dates set forth in Section 4 of Attachment A to this Contract. -1- ATTACHMENT D SPECIAL PROJECT REQUIREMENTS 1. Key Project Personnel: Name: Telephone: Mark Bushhouse Scott Lange Scott Morlock Steve Triphahn