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Library Building Capital Assesment Report VILLAGE OF OAK BROOK f�PRROOFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the Ot► day of k60;2�3 019 ("Agreement'), and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road,Oak Brook, ois, an Illinois municipal corporation("P"d1age'l, and PRODUCT ARCHITECTURE+DESIGN,811 West Evergreen,Suite 405,Chicago,Illinois 60642 IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers,the parties agree as follows: SECTION 1. SCOPE OF SERVICES. The Village practiced by recognized consultants in performing services of retains the Consultant to perform,and the Consultant agrees to a similar nature in existence at the Time of Performance. The perform, all necessary services to perform the work in representations and certifications expressed shall be in connection with the project identified below ("Services"), addition to any other representations and certifications which Services the Consultant shall provide pursuant to the expressed in this Agreement, or expressed or implied by law, terms and conditions of this Agreement: which are hereby reserved unto the Village. Building Capital Assessment Report for the Oak Brook The Consultant further represents that it is financially solvent, Public Library, as more fully described in the attached has the necessary financial resources, and is sufficiently proposal dated September 4,2019 experienced and competent to perform and complete the Services in a manner consistent with the standards of SECTION 2. TIME OF PERFORMANCE. The professional practice by recognized consultants providing Consultant shall perform the Services as mutually agreed upon services of a similar nature. The Consultant shall provide all by the Village and Consultant("Time of Performance'). personnel necessary to complete the Services. SECTION 3. COMPENSATION. SECTION 5. INDEMNIFICATION: INSURANCE- LIABILITY. A. Agreement Amount. The total amount billed by the Consultant for the Services under this Agreement A. Indemnification. The Consultant proposes shall not exceed$10,000.00,including reimbursable expenses, and agrees that the Consultant shall indemnify and save without the prior express written authorization of the Village harmless the Village against all damages, liability, claims, Manager. losses, and expenses (including attorneys' fee) that may arise, or be alleged to have arisen, out of or in connection with the B. Taxes. Benefits, and Royalties. Each Consultant's performance of, or failure to perform, the payment by the Village to the Consultant includes all Services or any part thereof, or any failure to meet the applicable federal, state, and Village taxes of every kind and representations and certifications set forth in Section 4 of this nature applicable to the Services as well as all taxes, Agreement. contributions,and premiums for unemployment insurance,old age or retirement benefits, pensions, annuities, or similar B. Insurance. The Consultant acknowledges benefits and all costs, royalties, and fees arising from the use and agrees that the Consultant shall, and has a duty to, of, or the incorporation into, the Services, of patented or maintain adequate insurance, in an amount, and in a form and copyrighted equipment, materials, supplies, tools, appliances, from companies, acceptable to the Village, as per Title 1 devices, processes, or inventions. All claim or right to claim Chapter 8 of the Village Code. The Consultant's maintenance additional compensation by reason of the payment of any such of adequate insurance shall not be construed in any way as a tax, contribution, premium, costs, royalties, or fees is hereby limitation on the Consultant's liability for losses or damages waived and released by Consultant. under this Agreement. C. Payment of Agreement Amount. C. No Personal Liability. No elected or Payments shall be made pursuant to the terms of the Local appointed official or employee of the Village shall be Government Prompt Payment At,50 ILCS 505/3 et.seq. personally liable,in law or in contract,to the Consultant as the SECTION 4. REPRESENTATIONS OF result of the execution of this Agreement. CONSULTANT. The Consultant represents and certifies that the Services shall be performed in accordance with the standards of professional practice, care, and diligence 1 SECTION 6. GENERAL PROVISIONS. are provided,performed,and completed in accordance with all required governmental permits, licenses, or other approvals A. Relationship of the Parties. The and authorizations that may be required in connection with Consultant shall act as an independent contractor in providing providing, performing, and completing the Services, and with and performing the Services. Nothing in, nor done pursuant all applicable statutes, ordinances, rules, and regulations, to, this Agreement shall be construed to: (1) create the including without limitation the Fair Labor Standards Act;any relationship of principal and agent, employer and employee, statutes regarding qualification to do business; any statutes partners, or joint venturers between the Village and prohibiting discrimination because of,or requiring affirmative Consultant; or (2) to create any relationship between the action based on,race,creed,color,national origin,age,sex,or Village and any subcontractor of the Contractor. other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ B. Conflicts of Interest. The Consultant 12101 et seq., and the Illinois Human Rights Act, 775 ILCS represents and certifies that, to the best of its knowledge: (1) 5/1-101 et seq. Consultant shall also comply with all no Village employee or officer or agent is interested in the conditions of any federal, state, or local grant received by the business of the Consultant or this Agreement; (2) as of the Village or Consultant with respect to this Contract or the date of this Agreement,neither the Consultant nor any person Services. Consultant shall be solely liable for any fines or employed or associated with the Consultant has any interest civil penalties that are imposed by any governmental or quasi- that would conflict in any manner or degree with the governmental agency or body that may arise, or be alleged to performance of the obligations under this Agreement; and (3) have arisen, out of or in connection with Consultant's, or its neither the Consultant nor any person employed by or subcontractors, performance of, or failure to perform, the associated with the Consultant shall at any time during the Services or any part thereof. Every provision of law required term of this Agreement obtain or acquire any interest that by law to be inserted into this Contract shall be deemed to be would conflict in any manner or degree with the performance inserted herein. of the obligations under this Agreement. F. Default. If it should appear at any time that C. No Collusion. The Consultant represents the Consultant has failed or refused to prosecute, or has and certifies that the Consultant is not barred from contracting delayed in the prosecution of, the Services with diligence at a with a unit of state or local government as a result of(1) a rate that assures completion of the Services in full compliance delinquency in the payment of any tax administered by the with the requirements of this Agreement, or has otherwise Illinois Department of Revenue unless the Consultant is failed,refused,or delayed to perform or satisfy the Services or contesting, in accordance with the procedures established by any other requirement of this Agreement ("Event of the appropriate revenue act, its liability for the tax or the Default'), and fails to cure any such Event of Default within amount of the tax, as set forth in Section 11-42.1-1 et seq. of ten business days after the Consultant's receipt of written the Illinois Municipal Code, 65 ILCS 5/1142.1-1 et seq.; or notice of such Event of Default from the Village, then the (2) a violation of either Section 33E-3 or Section 3313-4 of Village shall have the right, without prejudice to any other Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 remedies provided by law or equity, to (1) terminate this et seq. If at any time it shall be found that the Consultant Agreement without liability for further payment; or (2) has, in procuring this Agreement, colluded with any other withhold from any payment or recover from the Consultant, person,firm,or corporation,then the Consultant shall be liable any and all costs, including attorneys' fees and administrative to the Village for all loss or damage that the Village may expenses,incurred by the Village as the result of any Event of suffer, and this Agreement shall, at the Village's option, be Default by the Consultant or as a result of actions taken by the null and void. Village in response to any Event of Default by the Consultant. D. Termination. Notwithstanding any other G. Assignment. This Agreement may not be provision hereof, the Village may terminate this Agreement at assigned by the Village or by the Consultant without the prior any time upon 15 days prior written notice to the Consultant. written consent of the other party. In the event that this Agreement is so terminated, the Consultant shall be paid for Services actually performed and H. Notice. All notices required or permitted to reimbursable expenses actually incurred, if any, prior to be given under this Agreement shall be in writing and shall be termination, not exceeding the value of the Services delivered: (1)personally; (2)by a reputable overnight courier; completed. (3)by certified mail,return receipt requested,and deposited in the U.S.Mail,postage prepaid;or by(4)electronic notice with E. Compliance with Laws and Grants. evidence of delivery. Unless otherwise expressly provided in Consultant shall give all notices, pay all fees, and take all this Agreement, notices shall be deemed received upon the other action that may be necessary to ensure that the Services earlier of. (a) actual receipt; (b) one business day after deposit 2 with an overnight courier as evidenced by a receipt of deposit; or(c) three business days following deposit in the U.S. mail, K. Co fficts; Exhibits. If any term or as evidenced by a return receipt. Notices and communications provision in this Agreement conflicts with any term or to the Village shall be addressed to, and delivered at, the provision of an attachment or exhibit to this Agreement, the following address: terms and provisions of this Agreement shall control. Village of Oak Brook L. Governing Laws. This Agreement and the 1200 Oak Brook Road rights of Owner and Consultant under this Agreement shall be Oak Brook,Illinois 60523 interpreted according to the internal laws,but not the conflict Attention: Doug Patchin,Public Works of laws rules, of the State of Illinois; the venue for any legal Director action arising in connection with this Agreement shall be in the Circuit Court of DuPage County,Illinois. Notices and communications to the Consultant shall be addressed to,and delivered at,the following address: M. No Dlsciosnre of Confidential Information by the Consultant. Confidential information means all material, Product Architecture+Design non-public, business-related information, written or oral, 811 West Evergreen;Suite 405 whether or not it is marked that is disclosed or made available Chicago,Illinois 60642 to the Consultant,directly or indirectly,through any means of Attn: Dan Pohrte,Partner communication or observation. The Consultant acknowledges that it shall, in performing the Services for the Village under I. Waiver, Neither the Village nor the this Agreement, have access, or be directly or indirectly Consultant shall be under any obligation to exercise any of the exposed, to Confidential Information. The Consultant shall rights granted to them in this Agreement except as it shall hold confidential all Confidential Information and shall not determine to be in its best interest from time to time. The disclose or use such Confidential Information without the failure of the Village or the Consultant to exercise at any time express prior written consent of the Village. The Consultant any such rights shall not be deemed or construed as a waiver shall use reasonable measures at least as strict as those the of that right,nor shall the failure void or affect the Village's or Consultant uses to protect its own confidential information. the Consultant's right to enforce such rights or any other Such measures shall include, without limitation, requiring rights. employees and subcontractors of the Consultant to execute a non-disclosure agreement before obtaining access to J. Third Party Beneficiary. No claim as a Confidential Information. third party beneficiary under this Agreement by any person, firm, or corporation shall be made or be valid against the N. Use of Report. Village may use the final Village. report in any manner permitted by law and may make such disclosures of same as are required by applicable law,which is incorporated herein by reference. ATTEST: VILL By: � � By: Charlotte Pruss,Village Clerk Riccardo F.Ginex,Village Manag PATRICIA R STONE Official Seal Notary Public-State of Illinois 3 My Commission Expires Aug 11,2021 EXHIBIT A (Proposal dated September 4,2019) 4 product architecture+ design September 4, 2019 Jacob Post, Head Librarian Oak Brook Public Library 600 Oak Brook Road Oak Brook, IL re--Proposal for Professional Services: Building Capital Assessment Report including Annual Cost Projections Dear Jacob: We are excited to be working with you and thank you again for your consideration of product architecture +design to complete the proposed capital assessment report for your library.Our understanding of the project is to performing a capital assessment report with a 10 year outlook for possible future expenditures.The final report will include both the individual reports listed below along with a summary outlining our findings including cost. Project Scope: Capital Assessment Report: $10,000.00 The following constitutes the list of proposed building equipment and infrastructure to be included in the scope of services for the capital assessment portion of this project. The capital assessment report will include a 10 year outlook starting from 2020 through 2030 including any expected annual expenditures. A. MEP + FP 1. HVAC system and associated main piping a. Air Handlers b. Compressors C. Pumps/Major Piping d. Hot water heater B. Lighting: a. Interior b. Exterior C. Plumbing D. Sprinkler System E. Fire Alarm System F. Building Interior a. Floor Finishes b. Restrooms (Family/Staff) c. Millwork (staff desks d. Furniture G. Building Exterior: a. Lighting b. Curtain Wall/Wood Cladding product architecture+ design i www.product-architects.com product architecture+ design c. Roof + Coping d. Concrete Site Work All inspections of the existing conditions will be visual and non-invasive based on retaining continuity of both the exterior envelope and interior finishes.The final report will include photographs,field notes and equipment lists that represent the current condition of the building to the best of our abilities and knowledge.Should the need arise for further forensic investigation (example:exterior wall deterioration),our team will notify the owner prior to any work commencing along with any associated cost to complete the work under a separate proposal. Fee: Capital Assessment Report Compensation w i I I be based on a fixed fee of $10,000.00 within the constraints noted above. Reimbursable expenses are in addition to the compensation listed above and include expenditures mode by firm in the interests of the project.Examples are reproduction of documents,printing, transportation,postage,overnight delivery and messenger services. Billing will be on a monthly basis for work accomplished during the preceding month. Payment is due within 45 days. If this proposal is acceptable,please sign and return a copy for our records. If any clarification or additional information is required,please do not hesitate to call. Don Pohrte,Partner product architecture +design 81 1 west evergreen suite 405 chicago,it 60642 31 2.202.0701 c 773.837.0447 f 866.857.7265 Accepted by: Date: Jacob Post, Head Librarian product architecture+ design i ww.product-architects.com