Fire Station 2 HVAC Upgrades Eng. Srvs._201204271425351732ENGINEERING SERVICES AGREEMENT
VILLAGE OF OAK BROOK
2012 FIRE STATION #2 - HVAC SYSTEM UPGRADES
THIS AGREEMENT, made and entered into this 10th day of April, 2012, by and between
Kluber. Inc., (hereinafter referred to as "ENGINEER") and the Village of Oak Brook, a
municipal corporation (hereinafter referred to as "VILLAGE") covers certain professional
engineering services in connection with the 2012 Fire Station #2 — HVAC SVstem Upgrades,
(hereinafter referred to as "PROJECT").
The VILLAGE wishes to retain ENGINEER for these certain professional engineering services
and ENGINEER is willing to perform such services for the compensation and in accordance
with the terms and conditions described in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits, covenants and agreements
contained within this Agreement, the parties agree as follows:
SCOPE OF SERVICES
ENGINEER agrees to perform engineering consulting services as defined in the Scope of
Services attached as Appendix I and made a part of this Agreement.
2. COMPENSATION AND PAYMENT
ENGINEER shall be paid by VILLAGE for all services stipulated within this Agreement
according to the Compensation Schedule attached as Appendix II and made a part of this
Agreement.
Payment to -ENGINEER shall be made by VILLAGE upon receipt of ENGINEER'S monthly
invoice. The invoice shall consist of a summary of direct labor hours by ENGINEER'S
standard job classification times the respective factors as depicted in Appendix II plus listing
of reimbursable costs incurred with copies of appropriate invoices. The invoice will state the
Phase of work for which it applies, if a multi -phase scope is used (e.g., design, construction,
etc.). If VILLAGE identifies an item in the invoice which appears to be in error, VILLAGE may
withhold the amount in question, pay the balance of the invoiced amount, and provide
ENGINEER with a statement concerning the questioned item. Alternatively, VILLAGE may
pay the invoiced amount in full, provide ENGINEER with a statement of the questioned item,
and an adjustment, if appropriate, will be made in the next subsequent invoice submitted by
ENGINEER.
Engineer will mark "Invoice and final" on the invoice which closes out this contract
or a phase of the contract.
If VILLAGE fails to make any payment due ENGINEER for services and expenses, including
amounts wrongly withheld, within thirty (30) days after submittal of ENGINEER'S billing
thereof, the amounts due ENGINEER shall include a charge at the rate of one percent (1.0)
per month from such thirtieth (30th) day; and, in addition, the ENGINEER may, after giving
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seven (7) days written notice to VILLAGE, suspend services under this Agreement until it has
been paid in full the amounts due it for services and expenses. During the period of any such
suspension, the parties shall have the same rights and obligations as are provided by
Subsection 5(e) of this Agreement.
3. TIME SCHEDULE
The services required by this Agreement shall be completed in accordance with the Time
Schedule attached as Appendix III and made a part of this Agreement. It is recognized by
the parties that the Time Schedule may be contingent upon factors beyond the control of
either party. Both parties will take all reasonable steps to adhere to the Time Schedule.
4. TERM OF AGREEMENT
Unless extended by amendment, this Agreement shall terminate at the time of receipt of final
payment by the ENGINEER, provided that all warranties and representations shall survive
said final payment.
5. GENERAL TERMS AND CONDITIONS
a. Modification
The nature and the scope of services specified in this Agreement may only be modified
by written amendment to this Agreement approved by both parties.
b. Relationship between ENGINEER and VILLAGE
ENGINEER shall serve as VILLAGE'S professional engineering consultant in those
phases of the PROJECT to which this Agreement applies. The relationship is that of a
buyer and seller of professional services, and it is understood that the parties have not
entered into any joint venture or partnership with the other.
C. Responsibility of the ENGINEER
That all plans and other documents furnished by the ENGINEER pursuant to this
Agreement will be endorsed by him and will show his professional seal where such is
required by law.
Notwithstanding anything to the contrary which may be contained in this Agreement or
any other material incorporated herein by reference, or in any agreement between
VILLAGE and any other party concerning the PROJECT, ENGINEER shall not have
control or be in charge of and shall not be responsible for the means, methods,
techniques, sequences or procedures of construction, or the safety, safety precautions
or programs of VILLAGE, the construction contractor, other contractors or
subcontractors performing any of the work or providing any of the services on the
PROJECT, nor shall ENGINEER be responsible for the acts or omissions of VILLAGE
provided that the ENGINEER has properly executed his duties. ENGINEER shall not
be responsible for the failure of VILLAGE, any architect, engineer, consultant,
contractor or subcontractor to carry out their respective responsibilities in accordance
with the PROJECT documents, or any other agreement concerning the PROJECT.
Any provision which purports to amend this provision shall be without effect unless it
contains a reference that the content of this Subsection 5(c) is expressly amended for
the purposes described in such amendment and is signed by ENGINEER.
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d. Corrections
In the event plans, surveys or construction staking is found to be in error and revisions
of the plans or survey or construction staking are necessary, the ENGINEER agrees
that he will perform such work without expense to the VILLAGE, even though final
payment has been received by him. He shall give immediate attention to these
changes so there will be a minimum delay to the contractor.
e. Suspension of Services
VILLAGE may, at any time, by written order to ENGINEER (Suspension of Services
Order), require ENGINEER to stop all, or any part of, the services required by this
Agreement. Upon receipt of such an order, ENGINEER shall immediately comply with
its terms and take all reasonable steps to minimize the occurrence of costs allocable to
the services covered by the order. VILLAGE, however, shall pay all costs associated
with suspension, including all costs necessary to maintain continuity and the staff
required to resume the services upon expiration of the suspension of services order.
ENGINEER will not be obligated to provide the same personnel employed prior to
suspension when the services are resumed, in the event the period of any suspension
exceeds thirty (30) days. VILLAGE will reimburse ENGINEER for the costs, if any, of
such suspension and re -mobilization.
Termination
1) Either party to this Agreement shall have the right to terminate this Agreement
with or without cause upon serving thirty (30) days written notice upon the other
party.
2) Upon such termination, the liabilities of the parties to this Agreement shall cease,
but they shall not be relieved of the duty to perform their obligations up to the
date of termination. All warranties and the provisions of Section 5, Paragraph I
shall be in full force and effect after termination.
3) Upon such termination, ENGINEER shall cause to be delivered to the VILLAGE
all drawings, specifications, partial and completed estimates, and any and all
other data concerning the PROJECT which ENGINEER is then accomplishing for
the VILLAGE. ENGINEER shall be paid for any services completed and any
services partially completed in accordance with Sections 2 and 3.
Warranties
In addition to the covenants herein made, the ENGINEER warrants:
1) That he will render engineering services in accordance with generally accepted
and currently recognized engineering practices and principles.
In. Representations
In addition to the covenants herein made, the ENGINEER represents and agrees:
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I ) That all plans and special provisions to be furnished by the ENGINEER pursuant
to this Agreement will be in accordance with the current standard specifications
and policies of the VILLAGE, it being understood that all such plans and drafts
shall, before being finally accepted, be subject to approval by the VILLAGE.
2) That he has not employed or retained any company or person, other than a bona
fide employee working solely for the ENGINEER, to solicit or secure this
Agreement, and that he has not paid or agreed to pay any company or person,
other than a bona fide employee working solely for the ENGINEER, any fee,
commission, percentage, brokerage fee, gifts, or any other consideration,
contingent upon or resulting from the award or making of the Agreement. For
breach or violation of this warranty, the VILLAGE shall have the right to annul this
Agreement without liability, or in its discretion to deduct from the Agreement price
or consideration, or otherwise recover, the full amount of such fee, commission,
percentage, brokerage fee, gift, or contingent fee.
3) That he is qualified technically and is conversant with the policies applicable to
the PROJECT; and that he has and will furnish sufficient, properly trained and
experienced personnel to perform the services enumerated herein.
4) That he will not employ, for the duration of this Agreement, any person presently
employed by the VILLAGE without the written consent of the VILLAGE.
i. Documents Property of VILLAGE
Drawings, specifications, reports, and any other documents prepared by ENGINEER in
connection with any or all of the services furnished hereunder shall be the property of
VILLAGE. ENGINEER shall have the right to retain copies of all documents and
drawings for its files. All construction drawings shall be prepared on 24" x 36" mylar
sheets.
If construction services are a part of the ENGINEER's work, he will revise the original
mylar drawings to show "As -Built" conditions and will deliver them to the VILLAGE
within thirty (30) days after completion of construction and before final payment to the
ENGINEER. ENGINEER will stamp these drawings "Record Drawings".
If construction services are not part of the ENGINEER's work, he will deliver the original
mylar drawings to the VILLAGE upon request and before final payment to the
ENGINEER.
j. Access to Records
The ENGINEER shall maintain all books, documents, papers, accounting records and
other evidence pertaining to his costs incurred by reason of this Agreement and agrees
to make such material available, at his office at the address indicated in Section 5,
Paragraph u of this Agreement, at all reasonable times during the life of this Agreement
and for a period of three (3) years from the date of final payment of the obligations of
this Agreement by the VILLAGE or such longer time as requested by the VILLAGE, for
inspection by personnel of the VILLAGE, or any authorized representative of the
VILLAGE, and copies thereof shall be furnished if requested. The cost of any copies
shall be paid by the VILLAGE.
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k. Reuse of Documents
All documents, including drawings and specifications furnished by ENGINEER pursuant
to this Agreement, are intended for use on the PROJECT only. They should not be
used or modified by VILLAGE or others on extensions of the PROJECT or any other
project without specific written verification or adaptation by ENGINEER. Any reuse or
modification without written verification or adaptation by ENGINEER shall be at
VILLAGE's sole risk, and VILLAGE shall indemnify and hold harmless ENGINEER from
all claims, damages, loses, and expenses, including reasonable attorneys' fees, arising
out of or resulting from such unauthorized reuse or modification.
Indemnification
ENGINEER agrees to indemnify, hold harmless, and defend (or pay the VILLAGE for
the costs of defense) the VILLAGE and any of its officers, employees, or agents from
and against all liability, claims, demands, and causes of action arising out of or related
to any loss, damage, injury, death, or loss or damage to property resulting from any
negligence, errors or omissions by the ENGINEER in the performance of this
Agreement, unless such loss, damage, injury, or loss or damage to property results
from or arises out of the negligent acts or omissions by the VILLAGE or its officers,
employees or agents.
VILLAGE agrees to indemnify, hold harmless, and defend (or pay the ENGINEER for
the costs of defense) the ENGINEER and any of its officers, employees, or agents from
and against all liability, claims, demands, and causes of action arising out of or related
to any loss, damage, injury, death, or loss or damage to property resulting from any
negligence, errors or omissions by the VILLAGE in the performance of this Agreement,
unless such loss, damage, injury, or loss or damage to property results from or arises
out of the negligent acts or omissions by the ENGINEER or its officers, employees or
agents.
In the event of joint or concurrent negligence of ENGINEER and VILLAGE, each shall
bear that portion of the loss or expense that its share of the joint or concurrent
negligence bears to the total negligence (including that of third parties) which caused
the personal injury or property damage.
M. Entire Agreement
This Agreement sets forth all the covenants, conditions and promises between the
parties. There are no covenants, promises, agreements, conditions or understandings
between the parties, either oral or written, other than those contained in this
Agreement.
n. Governing Law
This Agreement shall be governed by the laws of the State of Illinois both as to
interpretation and performance.
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o. Successors and Assigns
The terms of this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns; provided, however, that neither
party shall assign this Agreement in whole or in part without the proper written approval
of the other.
p. Waiver of Contract Breach
The waiver of one party of any breach of this Agreement or the failure of one party to
enforce at any time, or for any period of time, any of the provisions hereof, shall be
limited to the particular instance, shall not operate or be deemed to waive any future
breaches of this Agreement, and shall not be construed to be a waiver of any provision,
except for the particular instance.
q. Severability of Invalid Provisions
If any provisions of this Agreement shall be held to contravene or be invalid under the
laws of any particular State, County or jurisdiction where used, such contravention shall
not invalidate the entire Agreement, but it shall be construed as if not containing the
particular provision or provisions held to be invalid in the particular State, County or
jurisdiction and the rights or obligations of the parties hereto shall be construed and
enforced accordingly.
Force Majeure
Neither VILLAGE nor ENGINEER shall be liable for any fault or delay caused by any
contingency beyond their control, including, but not limited to, acts of God, wars,
strikes, walkouts, fires, or natural calamities.
Access and Permits
VILLAGE shall arrange for ENGINEER to enter upon public and private property and
shall obtain all necessary approvals and permits required from all governmental
authorities having jurisdiction over the PROJECT. VILLAGE shall pay costs (including
ENGINEER's employee salaries, overhead, and fee) incident to any effort by
ENGINEER toward assisting VILLAGE in such access, permits or approvals if
ENGINEER performs such services as directed by the VILLAGE.
Designation of Authorized Representatives
Each party shall designate one or more persons to act with authority in its behalf in
respect to appropriate aspects of the PROJECT. The persons designated shall review
and respond promptly to all communications received from the other party.
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U. Address for Notices
Whenever it is provided in this Agreement that notice shall be given or other
communication sent to ENGINEER, such notices or communications shall be delivered
or sent to:
Kluber, Inc.
10 South Shumway
Batavia, Illinois 60510
Attn: Donald D. Ware, Jr.
Whenever it is provided in this Agreement that notice shall be given or other
communication sent to the VILLAGE, such notices or communications shall be
delivered or sent to:
VILLAGE OF OAK BROOK
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attn: Michael Hullihan
Public Works Director
Notices personally delivered or sent via U.S. Mail, postage prepaid, shall be deemed,
for all purposes, proper notice.
V. Insurance
ENGINEER agrees to obtain and maintain, for the term of this Agreement, and for a
period of twelve (12) months after the services contracted for hereunder have been
completed, insurance hereinafter provided, furnishing a certificate or certificates of
insurance to the VILLAGE prior to commencing work under this Agreement. The
certificate or certificates of insurance shall be in a form satisfactory to the VILLAGE
from companies authorized to do business in Illinois and shall provide that the policies
referred to shall not be canceled or changed without first giving thirty (30) days written
notice thereof to the VILLAGE. Said insurance requirements are attached as Appendix
IV and made a part of this Agreement.
The VILLAGE shall be named as an additional insured.
W. Additional Services
ENGINEER shall supply such additional services as requested in writing by VILLAGE
and agreed to by ENGINEER in connection with the PROJECT. Separate proposals
shall be submitted by ENGINEER for furnishing these additional services.
Compensation for such additional services shall be negotiated by the parties and
included in this Agreement by a written amendment.
X. Incorporation of Rider No. 1
Rider No. 1 is attached to this agreement and made a part hereof as though fully set
forth herein.
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IN WITNESS WHEREOF, the parties set their hands and seals on the date first written above.
VILLAGE OF OAK BROOK
Kluber, Inc.
BY:
Duly utho PedOff'Wcer
4A.
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ATTEST:
Se re ary
-------------------------
OFFICIAL SEAL
MICHELLE A HARTZELL
NOTARY PUSLIC • STATE OF ILLINOIS
W CORUSSION EXPIRES:03103112
/_\WWq�17►Z
SCOPE OF SERVICES
Per proposal submitted by Kluber, Inc. dated April 2, 2012.
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APPENDIX II
COMPENSATION SCHEDULE
Per proposal submitted by Kluber, Inc. dated April 2, 2012.
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APPENDIX III
TIME SCHEDULE
Per proposal submitted, by Kluber, Inc. dated April 2, 2012.
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APPENDIX IV
Insurance
Engineer shall maintain for the term of this Agreement, and for a period of twelve months after
the services is contracted for hereunder have been completed, insurance policies covering:
Workers Compensation and Employers Liability Insurance:
Statutory limits = $500,000 per accident.
2. Comprehensive General Liability Insurance:
$1,000,000 per occurrence combined single limit.
3. Comprehensive Automobile Liability Insurance:
$1,000,000 combined single limit, any auto.
4. Professional Liability Insurance (errors and omissions):
$1,000,000 per claim and in aggregate.
5. Umbrella or excess liability:
$1,000,000 per occurrence. If ENGINEER carries Comprehensive General Liability
Insurance in an amount of $2,000,000 or greater, this requirement may be waived.
6. Engineer will provide the Village with a certificate of insurance and additional insured
endorsement showing the Village added to the General Liability Insurance as an
additional insured.
Coverage shall not be suspended, voided, canceled, or reduced except after thirty (30)
days prior written notice by certified mail has been given to the Village. If a standard
Certificate of Insurance form is used with a cancellation clause, the words "endeavor
to" and "but failure to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents or representatives" will be stricken or crossed out.
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RIDER NO. 1 TO AGREEMENT DATED APRIL 2, 2012
BETWEEN THE VILLAGE OF OAK BROOK, ILLINOIS
AND KLUBER, INC.
FOR THE 2012 FIRE STATION #2 — HVAC SYSTEM UPGRADES
ENGINEERING SERVICES AGREEMENT
R-1. Conflicts. This Rider constitutes a part of the agreement ("Agreement") dated April 2,
2012 between the Village of Oak Brook, Illinois ("Village") and Kluber, Inc. ("Engineer")
for the 2012 Fire Station #2 — HVAC System Upgrades Engineering Services
Agreement ("Project"). In the event of any conflict between the terms and provisions of
this Rider and those contained in the Agreement or any other contract document, the
terms and provisions of this Rider shall prevail.
R-2. Commencement. The date of commencement of Work by the Engineer shall be
agreed upon by both the Village and Engineer.
R-3. Statutory Provisions. The Engineer shall comply with the provisions of the
Employment of Illinois Workers on Public Works Act, 30 ILCS 570/0.01, et seq.; the
Drug Free Workplace Act, 30 ILCS 580/1, et seq.; the Human Rights Act, 775 ILCS
5/1-101, et seq.; and the Prevailing Wage Act, 820 ILCS 130/0.01, et seq.; the Veterans
Preference Act, 330 ILCS 55/0.01 et seq.; but nothing herein shall require the
application of those Acts unless required by state law.
R-4. Bid Rigging. The Engineer hereby certifies that it is not barred from bidding on or
entering into this Agreement as a result of a violation of Article 33E of the Criminal Code
of 1961, 720 ILCS 5/1-1, et seq.
R-5. Arbitration/Litigation[Venue. All disputes between the Village and the Engineer
shall, at the election of either party, be the subject of a civil suit. Venue for any such suit
shall lie in the Circuit Court of the 18th Judicial Circuit (DuPage County).
R-6. Termination. The Village reserves the right at any time and in its absolute discretion to
terminate the services of the Engineer by giving written notice to the Engineer. In such
event, the Engineer shall be entitled to, and the Village shall reimburse the Engineer for,
an equitable portion of the Engineer's fee based on the portion of the services
completed prior to the effective date of termination.
R-7. Miscellaneous. The provisioQ;s, which follow shall apply generally to the obligations of
the parties under this Agreement:
a. This Agreement may not be amended except pursuant to a written
instrument signed by both parties.
b. This Agreement is binding upon the successors and assigns of the
Parties.
C. The waiver by either party of any
this agreement shall not be deemed to be
subsequent breach or violation of the
Agreement.
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breach or violation of any provision of
a waiver or a continuing waiver of any
same or any other provision of this
d. Each of the parties to this Agreement represents and warrants that it has
the full right, power, legal capacity, and authority to enter into and perform its
respective obligations hereunder and that such obligations shall be binding upon
such party without the requirement of the approval or consent of any other
person or entity in connection herewith.
e. This Agreement contains
the entire understanding between the Parties with respect to the subject matter
herein. There are no representations, agreements, or understandings (whether
oral or written) between or among the parties relating to the subject matter of this
Agreement which are not fully expressed herein.
f. This Agreement creates no rights, title or interest in any person or entity
whatsoever (whether under a third party beneficiary theory or otherwise) other
than the Parties.
g. This Agreement may be executed in counterparts. Facsimile signatures
shall be sufficient.
h. Under no circumstances shall this Agreement be construed as one of
agency, partnership, joint venture, or employment between the Parties. The
Parties shall each be solely responsible for the conduct of their respective
officers, employees and agents in connection with the performance of their
obligations under this Agreement.
R-8 Kluber, Inc. Terms and Conditions not Applicable. The Village and Engineer
acknowledge that the Engineer's proposal attached to this Agreement and setting forth
the services, pricing, and time schedules that are incorporated in the Agreement as
appendices I, II, and III ("Proposal'), also includes a copy of that certain document
entitled 'Terms and Conditions", consisting of 2 pages and 11 articles, (collectively, the
"Kluber, Inc. Terms and Conditions"). The Village and the Engineer acknowledge and
agree that the Kluber, Inc. Terms and Conditions: (1) do not and are not intended to bind
the parties to this Agreement, (2) are not incorporated as terms or conditions of the
Agreement, (3) are entirely superseded by the terms of the Agreement, and (4) are
included in the attached Proposal for the sole purpose of accurately depicting the
Proposal as submitted to the Village. The execution of this Agreement by the Village
does not constitute, nor shall be interpreted as, an acceptance by the Village of the
Kluber, Inc. terms and Conditions or the incorporation of the Kluber, Inc. Terms and
Conditions into this Agreement.
Village President
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KLUBER, INC.
I li
By:
Its:
Attest:
By.
Charlotte Pruss
Village Clerk
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Attest:
By �I
Its:
OFFICIAL SEAL
MICHELLE A HARTZELL
NOTARY PUBLIC - STATE OF ILLINOIS
W CONUSSION EXPIRES.W3112
,Proposal for Professional Services
April 2, 2012
Darren C. Martens
Building and Grounds
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523-2255
Re: Fire Station # 2 — HVAC System Upgrade
Kluber, Inc, Proposal No, 120329.01
Dear Mr. Martens:
Thank you for the opportunity to present this Proposal for Professional Services for the above
referenced Project. It is our understanding that the Village of Oak Brook is contemplating a
replacement of the Fire Station #2 HVAC System located at 725 Enterprise Drive (Corner of Enterprise
and 22nd) in Oak Brook, Illinois .
OVERVIEW OF PROJECT SCOPE
This proposal contemplates the necessary design, bidding and construction administration services to
upgrade the central air conditioning system to include the usual and customary architectural,
mechanical, electrical and structural engineering design generally as discussed during our site tour on
March 20, 2012.
INITIAL. INFORMATION
o The existing interior air handling unit with Dx-cooling/hot water heating and exterior air
cooled condensing unit have exceeded their service life, Replacement is desired with a new
electric/gas roof top unit. The unit conditions the office and living spaces of the fire station,
Hot water reheat coils are located in the building ductwork branches to zone different areas of
the building. The ductwork does not have access to the coils for cleaning and maintenance,
New access doors upstream of the coils are to be provided with this project. A roof screen to
conceal the roof top unit is not part of this scope of work,
The Cost of the Work is not established and will need to be established as soon as practical,
Ti 1 lhin the 2101�j f' i a,. --id,
I lie anticipated Project schedule ,3 to perform design a"eiViteS wlunu nro 4 1 G iSCai ycw rvnn
construction commencing within the 2013 fiscal year.
e The intended Project delivery method is a single contract for General Construction
u The Owner's representative for the Project will be Darren Martens .
o Kluber, Inc.'s representative for the Project will be Donald Ware.
The foregoing is based on a meeting between Kluber representatives and the Village of Oak Brook
representatives on Tuesday, March 20.
BASIC SERVICES
Kluber, Inc. proposes to provide usual and customary architectural and engineering Basic Services for
the Project as set forth in the standardized AIA 8101 — 2007 Standard Form of Agreement between
Owner and Architect (as modified by the attached Terms and Conditions), and in accordance with the
general understandings applicable to our relationship with you, with limitations as follows:
KL NC. l u e r
Propposaorall for Professional Services
Arohlreote t Engineers
Proposal for Professional Services
a Construction Documents Phase
U Bidding & Negotiation Phase
C Construction Administration Phase
COMPENSATION
Kluber, Inc, proposes to provide the Basic Services described above on a lump sum basis as indicated
below;
Basic Services:
Construction Document .................................................. $9,675.00
Bidding
............. $1,720.00
Construction Administration ............................................ $6,450.00
Total Basic Services Fee: .............. $17,$45.00
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,
r:
I Our billing for Services will be based on progress of the work performed as assessed by Kluber's
designated project manager,
Reimbursable Expenses incurred In connection wish our services will be charged on the basis of cost,
without additional markup. Anticipated reimbursable expenses for this project include mileage,
expedited courier services, printing and plotting, document reproduction, premiums for professional
liability insurance in excess of usual and customary coverage and models, , and are anticipated not to
exceed $250 ('two Hundred and Fifty Dollars),.
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 (2012);
Staff Hourly Rate
Principal..........................................................................
$225.00
Project Mechanical Engineer ..............................................
$165.00
Project Electrical Engineer ..................................................
$165.00
'.. Project Structural Engineer .................................................
$165.00
Project Architect
...............................................................
Interior Design
$135,00
.................................................................
$115,00
bt Engineering Intern............................................................
$115.00
Plumbing Designer
...........................................................
$105.00
Architectural Intern ..............................................................
$95.00
" Construction Observer ...................
.........$95,00
Senior Project Coordinator
$75,00
..................................................
KI INC. l u r
Propposaorall (or Professional Services
MAROON + Engineers
Proposal for Professional Services
Project Coordinator .::.....•................................................... $55.00
Limitation of Liabiliiy: 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 the time frames established by
the Owner and agreed to by Architect after the acceptance date. Services performed after closure of
that window will be billed hourly in accordance with the rates set forth above.
FINAL NOTE
If this proposal satisfactorily sets forth your understanding of our agreement, we would appreciate
your authorization to proceed with this Work. We are available to discuss any aspect of this proposal
with you of your convenience.
Kluber, Inc. appreciates the interest expressed in our firm and we look forward to serving your needs
in the future,
Sincerely,
• II
Donald D. Ware Jr. Accepted (Signature) Date
Partner
KLUBER, INC.
By (printed name and title)
Confidenliolily Notice:
The conlenls of this proposal are confidential and may not be distributed to persons other Ihan Village of Oak Brook,
KLUBER, INC.
Proposal for Professional Services
lubr
Areillteots + Enpineers
Proposal for Professional Services
TERMS AND CONDITIONS
The terms and conditions of this Proposal for Professional Services (the Proposal) are as set forth In
AIA Document Bi 01 — 2007 Standard Form of Agreement Between Owner and Architect, with the
following modifications:
ARTICLE 1 INITIAL 1NPORMAT[ON
Delete § LI mrd § 1.2 hu their etirelias. Refer, Instead, to the Proposal for overview Of Project Scope and Initial Infatuation upon which the
Ag(ecaicnt is based.
ARTICLE ARCHITECT'S RESPONSIBILITIES
After § 2.2, add § 2.2.1, § 2.2.1.1 and § 2.2.1.2 as follows:
"§ 2.2.1 It is recognized by to Owner and Architect Iia( no set of contract domuncnis is error or omission free. 61 tight of this fact, the
Owner and Architect agree that:
§2.2.1.1 If errors mnd/orornissions that are the fault of lho Architect in Ila Project arc detected in (he Contract Dominicans before (he work
is in place, the cast orally redesign required to Incorporate the item or feature omitted or to correct the error shall be borne by the ArvIthect,
The cost to change (lie Contract Documents shall be the lull of Ilia Architect's liability. Any additional conslnictlon costs (n this instance
resndting front lhe inchislon of tine onril(ed beat or feature shat[ be borne by the Owner.
§ 2.2.1.2 If errors in 1110 Project are detected to the Contrucl Docuncds After bidding, and if revision, removal or replacement of n portion
of ire work is required, then the Architect shall boor Ilia cost of oily redesign required for this revision, removal and/or replacement.
However, if the replacement ilea is of higher value than wind was removed, lite difference (n value sholl be borne by the Owncr as it adds
bel(erment to the Project,"
§2.5.1 After"General Liability", add 11,000,000 per clahu;$2,000,000 aggregate"
§2.5.2 After"Automobile Liability", add "$1,000,000"
§2.5.3 After" Norkcrs' Coapensotiat", ndd "$1,000,000"
§2.5.4 AOcr "Professional Liability", add "2,000,000 per chdai; $2,000,000 aggregate"
After § 2.5.4 Add § 2.6 and § 2.6.1 its follows:
"§2.6 The LEED Green Building Rating Syslen and other similar environntenial guidelines (collectively "LEED") utilize certain design
and usability recommendations on n project In order to promote All environmental friendly and m ictgy cffncient facility, hl addressing lliesc
guidelines, the Architect shall perform Its services in Accordance with (lint degree of skill and care ordinarily exercised by siutilarly shunted
nnenrluers of file Architect's profession involved (n the design of similar projects in the same locate as lire Project. Tile Owner acknowledges
and understands, however, that LEED Is subject 10 various mrd possibly contradictory interpretation. Pur(ilenmore, eompiianee may involve
factors beyond tine control of the Architect including, but not limited to, (Ito Owners' use and operation of (lie completed project. Nothing in
this Agreement slmll create any obligation or wareany on the part of lie Archilecl or Ally consultant serving hereunder that the Project: 1)
shall obtain a LEED codification; or 2) shall, after construction pelican as n low -anergy, efficient design structure. Services rotating to
LEED Administration and documentation shall be nn Additional service,"
§ 2,6.1 Architect shalt tale reasonable onto consistent with Ore foregoing standard hi interpreting and designing in accordance with LEED.
Architect shall not be responsible for Ore Contractor's or Construction Manager's failure to Adhere to the Contract Documets and Any
applicable laws, codes And regulations Incorporated therein, nor for any changes to Ilia design urade by the Owner without tine direct
pnrlicipalioi mid written approval of the Architect. Likewise, Ilia Architect shall not be responsible for any environmental or energy issues
arlsingoul of (he Owner's use and operation of fhecompleted project."
ARTICLE SCOPE OF ARCHITECT'S BASIC SERVICES
Al Be end or§ 3.1.2, Append the following: "Architect represents that all work will he performed (n accordance with the Illinois Architecture
Practice Act, current edition will All rules and regulations promulgated Ilmereunder."
After §3.4.5, Add §3.4.6 slid§ 3.4.7 ns follows:
"§3,4,6 The Architect shot[ afford ilia Owner, and its counsel, the opportunity to review and coaunenl upon Ilia (nstnetions to bidder,
bidding forms, bidding requirements, And supptennetAry conditions (n sufficient lice (o petudl Ally changes deemed necessnry by Owner
prior to their being published mid available to the bidding public.
§ 3.,4.7 Notwithstanding any0iing to the contrary contained in this Agreoncni, the Owner`s review and acceptance (or Approval) orally
Arad all documents or other matters required herein shall be for flee sale purpose of furnishing the Architect with informnilon as to Owner's
objectives and goals with respect to the Project. Such review and acceptance (or approval) shall not be for determining Ilia propriety,
accuracy or completeness of tine Arehhect's work; shall not create oily liability on the part of Ilia Owner for errors, omissions or
Inconsistencies or other fault in the Archineel's work:'
Delete § 3.5.3.1 in its entirely.
Delete § 3.5.32 in its entirely.
In § 3.6.1.1 delete "Contractor" in lie first smdence slid replace with "Contractor or Construction Meager, as npplicnble,".
in § 3.6.2.2 aper "Contractor, lin the third sentence, add"Conduction Manager,".
ARTICLE4 ADDITIONAL SERVICES
Delete § 4.1 and § 4,2 In Moir cnlircties. Refer, Instead, to lie Proposal for a list of Additional Services contemplated and indications of which
Additional Services for the Project will be provided by the Archilecl And the method ofconipensation forcach.
Retain §4.3, §43.1 mid § 4.3.2 [contingent Additional Services] in their cnlirc(les,
Delete §43.3 in its entirety. Refer instead to Ile proposal fertile limits of Construction Plinse Baste Services.
KI INC. � u r
Proposaporall for professional Services
Architects + En0lnaers
Proposal for Professional Services
ARTICLE 7 COPYRIGHTS AND LICENSES
After § 7.2, add § 7.2.1 as follows:
"§ 7.2.1 Architect hereby grants Omer a nonexclusive, rvorldtvide right and license to use, reproduce, adapt, alter, add to, distribute,
display, sell, maintain, operate, create, constnrot and destroy the Project, for lite Rdi faun of copyright, Architect fiutherstates that it shall
not design a building for a third party flint is the Sallie as, or subslmnllully sindlar to the Project,"
§7.3 Revise lite Bast sentence to read: "Upon execution of this Agreement, flue Architect grants to the Owner nonexclusive, worldwide right and
license Io use, reproduce, adapt, alter, add to, disUibute, and display the Consulting Arohitc0's Instruments of Service solely mrd
exclusively for purposes ofcmtstmcling, using, mnheataing, altering, operating, creating, destroying and adding to ilia Project for file full
tern of copyright, provided that the Owner substantially performs its obligations, including prompt pnymerit of all sums when due, under
(his Agrecnent"
ARTICLES CLAIMS AND DISPUTES
Delete § 8.2.1 and replace with the following:
"§8,2.1 The parties agree to make every effort (o resolve disputes between themselves in good faith. Where they agree it would be helpful,
Ilse parlles agree to use file services of one or more Mediators recognized by the Circuit Court for Ilse Sixteenth Judicial Circuit, Kane
Comity, Illinois, will) the costs of such service being paid equally by both parties."
Delete § 8.2.2 and replace with the following:
"§ 82.2 Where differences arise between lite parties which cannot he resolved between them or %villi (he assistance of mediation as
described in 8.2.1 above, then ilia matter will be resolved Ihrorgh litigation in ilia Circuit Court for (lie Sixteenth Judicial Circuit, Kane
County, Illinois. Thcprevalling party shall be entitled to recover its costs, including expert wlmess fees still reasonable attorney fees."
Check box in § 8.2A, indicating option for [Lifigalion lin a cool of competenijurisdiclion] is selected.
Delete § 8.3 [Arbitration] in its entirely.
ARTICLE 10 MISCELLANEOUS PROVISIONS
Mer § 10.8 add § 10,9, § 10.10 and § 10.10.1 as follmrs:
"§10.9 The Owner acknowledges ilial the Architect Is a corporation and agrees that may cli dam made by lire Owner o !ging ool of oly ac( or
omission of any director, officer or of the employee of Die Architect, in ilia execution of performance of this Agreement, shall be made
ngalast the Architect and not against such director, officer or employee.
§10.10 To the extent (he following applies, Architect shall comply with nil federal, store and local laws, rotes and regulations applicable to
lire work including without limitation all building codes, the Americans with Disabilities Act, the requirements of (lie Equal Employment
Opportunity Clause of tine Illinois Damon Rights Act, (175 ILCS 512-105), the rutes and regultitions of the Illinois Department of Ilumn
Rights, lite Public Works Employment Discrimination Act (775 ILCS 5110 at. sell.), and all laws and regulations pertaining to occupNional
and work safely, The Architect's signature on this document herein cedl0es (lint it tied n sexual harassment policy fu effect which complies
with 775 ILCS 512-105. Architect makes no worrnnties, express or implied.
§10.10,1 In the event of the Architect's non-eompiiaaee wish Iho provisions of (lie foregoing Equal Employment Opportunity Clause, the
Illinois Human Rights Act, or (he roles and regulations of ilia Illinois Department of Hunan Rights, ilio Architect may be declared ineligible
for future contracts or subcontracts aid [his Agreement may be canceled and voided In whole or in part and such other sanctions or other
penalties may be hnposed as provided by statue or regulation. However, any for iciloi ice or delay by ilia Owner lin canceling this contract
shall not be constituted as and does not coaslhnle ilia Owner's consent fo such a violation or (tic Owner's waiver of any rights it may have,"
ARTICLE I I COMPENSATION
Delete § 11.1 through § 11.9 ht (]role entireties. Refer, instead, to fine Proposal for terms of compensation for services mid reimbursable expenses.
Delete § 1 LI0.1 [indgill payment]. -
Delete § 11.10.2 and replace will Ilio folloving:
"§11.10.2 Unless olhenviso agreed, payments for services shall be made monibly int proportion to services performed Payments aro doe
and payable upon presentation of ilio Architect's invoice, but hr the event aro later than as required bystabde for governmental entities."
ARTICLE 13 SCOPE OF THE AGREEMENT
Delete § 13,2,2 [Digital Data Protocol Exhibit].
Under § 13.2,3 [doeuntcnls emending the Agreement] add the following:
"Khober, hili. Proposed for Professional Services as attached to these Terns and Conditions,"
KtUBER, INC.
Proposal for Professional Services
ether
Architects + Engineers