2021-12-06 - Ordinance 2021-091 - AUTHORIZING A SUPPLEMENT FOR DESIGN ENGINEERING SERVICES WITH CIORBA GROUP, INC ORDINANCE 2021-91
AN ORDINANCE AUTHORIZING A SUPPLEMENT
FOR DESIGN ENGINEERING SERVICES WITH CIORBA GROUP ,
WHEREAS,the Village of Buffalo is a home rule unit pursuant to the Illinois Constitution of 1970;
and
WHEREAS, the Village seeks to enter into a Supplement for Design Engineering Services
Agreement with Ciorba Group, Inc.for Design of the Cambridge on the Lakes Lift Station Reconstruction,
NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE,COOK AND LAKE COUNTIES, ILLINOIS,as follows:
SECTION 1. The foregoing recitals are hereby adopted and incorporated and made a part of this Ordinance
as if fully set forth herein.
SECTION 2.The Village Manager is authorized to enter into a Supplement for Design Engineering Services
Agreement with Ciorba Group, Inc. for Design of the Cambridge on the Lakes Lift Station Reconstruction
at a price not to exceed $62,326.80
SECTION 3. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the
invalidity thereof shall not affect any other provision of this Ordinance.
SECTION 4. This Ordinance shall be in full force and effect from and after its passage and approval and
shall not be codified.
AYES: 6—Stein Ottenheimer Weidenfeld Johnson, Smith Pike
NAYES: 0—None
ABSENT: 0—None
PASSED: December 6 2021
APPROVED: December 6 2021.
APPROVED:
Beverly Suss illage President
ATTEST:
Jane: M`',~Simian, Village Clerk
VILLAGE OF BUFFALO GROVE
PROFESSIONAL SERVICES AGREEMENT
ENGINEERING SERVICES
THIS AGREEMENT is dated as of the 6"day of December 2021("Agreement")and is by and between the
VILLAGE OF BUFFALO GROVE,an Illinois home rule municipal corporation("Village")and the Firm identified in
Subsection 1Abelow.
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth inthis Agreement,
and pursuant to the Village's statutory and home rule powers,the parties agree as follows:
. FIFA.
A. En a gMg of Firm.The Village desires to engage the Firm Identified below to provide all necessary
professional engineering services and to perform the work in connection with the project identified below:
Ciorba Group
Address:8715 W. Higgins Road,Suite 600
Attn:Tony Wolff
Phone:773-775-4009
Email:twolff@ciorba.com
B. Pro'ect Description.The Firm shall provide Engineering Services for the Village of Buffalo Grove as
detailed in the attached Scope of Service Exhibit A.
C. Representations of Firm.The Firm has submitted to the Village a description of the services to be provided
by the Firm, a copy of which is attached as Exhibit A to this Agreement("Services"). The Firm represents that it
is financially solvent, has the necessary financial resources,and is sufficiently experienced and competent to perform
and complete the professional services set forth in Exhibit A.
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A. Retention of the Firm.The Village retains the Firm to perform,and the Firm agrees to perform,the Services.
B. Services.The Firm shall provide the Services pursuant to the terms and conditions of thisAgreement.
C. Commencement.Time of Performance.The Firm shall commence the Services immediatelyupon receipt of
written notice from the Village that this Agreement has been fully executed by the Parties(the"Commencement
Date").The Firm shall diligently and continuously prosecute the Services untilthe completion of the Work.
D. tie orti'n .The Firm shall regularly report to the Village Manager("Manager"),or his/her designee,regarding the
progress of the Services during the term of this Agreement.
SECIJQN 3.COMPENSATION AND hffiTf-MD.QF PAYMENT.
A. Agreement Amount.The total amount billed for the Services during the term of this Agreement shall not exceed
the amount identified in the Schedule of Prices section in Exhibit B,unless amended pursuant to Subsection 8A of
this Agreement.
B. Invoices and 'avment.The Firm shallsubmit invoices to the Village for all Services and subcontractor services
monthly.The Invoices shall be in a Village approved and itemized format for those portions of the Services
performedand completed by the Firm.The amount billed in any such invoice shall be based on the methodof
payment set forth in Exhibit B.The Village shall pay to the Firm the amount billed pursuant to the Illinois Local
Government Prompt Payment Act(50 ILCS 505/1 et seq.)
C. Records.The Firm shall maintain records showing actual time devoted and costs incurred,and shall permit the
authorized representative of the Village to inspect and audit all data and records ofthe Firm for work done under
the Agreement.The records shall be made available to the Village at reasonable times during the Agreement
period,and for three years after the termination ofthe Agreement.
D. Claim In Addition To A. req,,rnent Amount.if the Firm wishes to make a claim for additional compensation as a
result of action taken by the Village,the Firm shall provide written notice tothe Village of such claim within 14
calendar days after occurrence of such action as provided by Subsection 8.D.of this Agreement,and no claim for
additional compensation shall be valid unless made in accordancewith this Subsection.Any changes in this
Agreement Amount shall be valid only upon written amendment pursuant to Subsection 8.A.of this Agreement.
Regardless of the decision of the Village relative to aclaim submitted by the Firm,the Firm shall proceed with all of
the Services required to complete the project under this Agreement as determined by the Village without
interruption.
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E. Taxes.Benefits Intl R�Vtm s.The Agreement Amount includes all applicable federal,state,andlocal 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,orsimilar benefits and all costs,
royalties and fees arising from the use on,or the incorporation into,the Services,of patented or copyrighted
equipment, materials,supplies,tools,appliances,devices,processes,or inventions.All claim or right to claim
additional compensation by reason of the payment of anysuch tax,contribution,premium,costs,royalties,or
fees is hereby waived and released by Firm.
F. Escalation
Written requests for price revisions after the first year period shall be submitted at least sixty(60)calendar
days in advance of the annual agreement period or Term. Requests must be based upon and include
documentation of the actual change in the cost of the components involved in the contract and shall not
include overhead,or profit. In any case the price revisions for any Term shall not exceed the most recent 12
month Consumers Price Index(CPI-All Urban Consumers,Chicago)or 2%whichever is less.
The Village reserves the right to reject a proposed price increase and terminate the Agreement.
For any year beyond the initial year,this Agreement is contingent upon the appropriation of sufficient funds by
the Village Board;no charges shall be assessed for failure of the Village to appropriate funds in future contract
years.
SECTIONTR
A. Key Pro ect Personnel The Key Project Personnel identified in Exhibit A shall be primarily responsible for
carrying out the Services on behalf of the Firm.The Key Project Personnel shall not be changed without the
Village's prior written approval,which shall not be unreasonably withheld.
B. Avani(abiiit of Personnel,The Firm shall provide all personnel necessary to complete the Services including,
without limitation,any Key Project Personnel identified in this Agreement.The Firm shall notify the Village as
soon as practicable prior to terminating the employment of, reassigning,or receiving notice of the resignation of,
any Key Project Personnel.The Firm shall have no claimfor damages and shall not bill the Village for additional
time and materials charges as the result of any portion of the Services which must be duplicated or redone due to
such termination or for any delay or extension of the Time of Performance as a result of any such termination,
reassigning,orresignation.
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C. Apprd q grnd Use of Subcontractors.The Firm shall perform the Services with its own personnel and under the
management,supervision,and control of its own organization unless otherwise approved by the Village Manager
in writing.All subcontractors and subcontracts used by the Firm shall be acceptable to,and approved in advance
by,the Village Manager.The Village Manager's approval of any subcontractoror subcontract shall not relieve the
Firm of full responsibility and liability for the provision, performance,and completion of the Services as required
by the Agreement.All Services performed under any subcontract shall be subject to all of the provisions of this
Agreement in the same manneras if performed by employees of the Firm. For purposes of this Agreement,the
term"Firm"shall be deemed also to refer to all subcontractors of the Firm,and every subcontract shall include a
provision binding the subcontractor to all provisions of this Agreement.
D. Removal of(Personnel and Subcontractors.If any personnel or subcontractor fails to perform the Services in a
manner satisfactory to the Village,the Firm shall immediately upon notice from the Village Manager remove and
replace such personnel or subcontractor.The Firm shall have no claimfor damages,for compensation in excess
of the amount contained in this Agreement for a delayor extension of the Time of Performance as a result of
any such removal or replacement.The Firm shall employ competent staff and shall discharge,at the request of
the Village Manager,any incompetent,unfaithful,abusive or disorderly staff or subcontractor in its employ.
A. Confidential llnforrnatiom The term"Confidential Information"shall mean information in the possession or under
the control of the Village relating to the technical,business or corporate affairs of the Village;Village property;
user information,including,without limitation,any information pertaining to usage of the Village's computer
system,including and without limitation,any information obtained from server logs or other records of electronic
or machine readable form;and the existence of,and terms and conditions of,this Agreement.Village
Confidential Information shall not include information that can be demonstrated:(i)to have been rightfully in the
possession of the Firm from a source other than the Village prior to the time of disclosure of said information to
the Firm underthis Agreement("Time of Disclosure");(ii)to have been in the public domain prior to the Time of
Disclosure;(iii)to have become part of the public domain after the Time of Disclosure by a publication or by any
other means except an unauthorized act or omission or breach of this Agreement on thepart of the Firm or the
Village;or(iv)to have been supplied to the Firm after the Timeof Disclosure without restriction by a third party
who is under no obligation to the Village to maintain such information in confidence.
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B. No Disclosure of Confidential inform ationm b the Firm.The Firm acknowledges that it shall,in performing the
Services for the Village under this Agreement,have access to or be directly or indirectly exposed to Confidential
Information.The Firm shall hold confidential all Confidential Information and shall not disclose or use such
Confidential Information without express priorwritten consent of the Village Manager.The Firm shall use
reasonable measures at least as strict as thosethe Firm uses to protect its own confidential information.Such
measures shall include,without limitation,requiring employees and subcontractors of the Firm to execute a
non-disclosure agreement before obtaining access to Confidential Information.
R_ l N5 UERANU
A. Wa rranty of Services.The Firm warrants that the Services shall be performed in accordance with the standards of
professional practice,care,and diligence practiced by recognized firms in performing services of a similar nature
in existence at the Time of Performance,the warranty shall be in addition to any other warranties in this
Agreement,which are hereby reserved unto the Village.
B. Insurance, Firm shall maintain throughout the term of this Agreement insurance,evidencing at least the
minimum insurance coverages and limits as set forth in Exhibit C tothis Agreement.
C. No Personal Liabll'i' . No elected or appointed official,agent,or employee of the Village or Firm(or its
subcontractors)shall be personally liable,in law or in contract,to the other under or arising fromthis
Agreement.
D. Ind mnn„It Hold l Harmless Provisiion To the fullest extent permitted by law,the Firm hereby agrees to indemnify
and hold harmless the Village,its officials,agents and employees against all injuries,deaths,loss,damages,claims,
patent claims,suits, liabilities,judgments,cost and expenses,which may accrue against the Village, its officials,
agents and employees caused by the performance of this work by the Firm,its employees,or subcontractors,
except that arising out of the sole legal cause of the Village,its agents or employees,if any judgment shall be
rendered against the Village, its officials,agents and employees in any such action,the Firm shall,satisfy and
discharge the same. Firm's responsibility to indemnify,keep and save harmless and defend the Village,its officials,
agents and employees as herein provided shall be limited to the amount of collectible insurance proceeds.
E. hotel ki W,al er. In addition to the requirements set forth above,the Firm(and any subcontractor into whose
subcontract this clause is incorporated)agrees to assume the entire liability for all personal injury claims suffered
by its own employees and waives any limitation of liability defense based upon the Worker's Compensation Act and
cases decided there under. Firm agrees to indemnify and defend the Village from and against all such loss,expense,
damage or injury,including reasonable attorneys'fees,which the Village may sustain as a result of personal injury
claims by Firm's employees,except to the extent those claims arise as a result of the Village's own negligence.
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S�ECTION7.ICONSULI'ANIAL,iB�C,E'MENIGE ERALPHOMISION
A. Relat onshl �a� f the Parties.The Firm shall act as an independent contractor in providingand performing the
Services. Nothing in,nor done pursuant to,this Agreement shall be construed(i)to create the relationship of
principal and agent,employer and employee,partners,or jointventures between the Village and Firm;or(ii)
to create any relationship between the Village and any subcontractor of the Firm.
B. Conflict of Interest..„The Firm represents and shall at all times abide by professional ethical requirements and
other applicable law regarding conflicts of interest.
C. No Collusion.The Firm represents and certifies that the Firm 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 the Firm is contesting,in accordance with the procedures established by the
appropriate revenue act,its liability for the taxor the amount of the tax,as set forth in Section11-42.1-1 et seq.of
the Illinois Municipal Code,651LCS 5/11-42.1-1 et seq.;or(ii)a violation of either Section 33E-3 or Section 33E-4
of Article 33E ofthe Criminal Code of 1961,720 11LCS 5/33E-1 et seq.The Firm represents that the only persons,
firms,or corporations interested in this Agreement as principals are those disclosed to the Village prior to the
execution of this Agreement,and that this Agreement is made without collusion with any other person,firm,or
corporation. If at any time it shall be found that the Firm has,in procuringthis Agreement,colluded with any
other person,firm,or corporation,then the Firm shall be liable to the Village for all loss or damage that the Village
may suffer,and this Agreement shall, at theVillage's option, be null and void.
D. Sexual Harassment Poligy.The Firm certifies that it has a written sexual harassment policy in full compliance with
Section 2-105(A)(4)of the Illinois Human Rights Act,775 ILCS512-105(A)(4).
E. Termination. Notwithstanding any other provision hereof,the Village Manager may terminate thisAgreement,
without cause,at any time upon 15 calendar days prior written notice to the Firm. In theevent that this
Agreement is so terminated,the Firm shall be paid for Services actually performed and reimbursable expenses
actually incurred,if any,prior to termination, not exceeding the value ofthe Services completed as determined
as provided in Exhibit B.
F. Term.The Time of Performance of this Agreement,unless terminated pursuant to the terms of this
Agreement,shall be for 12 months.The Agreement may be renewed upon mutual agreement by both
parties for additional 12 month periods.At the end of any term the Village of Buffalo Grove reserves the
right to extend this agreement for a period of up to ninety(90)calendar days for the purpose of securing a
new agreement.
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G. Compliance_ ur)fh Laws and Grants.Firm shall give all notices,pay all fees,and take all other action that may be
necessary to ensure that the Services are provided, performed,and completed in accordance with all required
governmental permits,licenses,or other approvals and authorizations that may be required in connection with
providing,performing,and completing the Services,and with all applicable statutes,ordinances,rules,and
regulations,including without limitation 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 etseq.
Firm shall also comply with all conditions of any federal,state,or local grant received byOwner or Firm with
respect to this Agreement or the Services.
Firm 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 Firms,or its
subcontractors',performance of,or failure to perform,the Services or any part thereof.
Every provision of law required by law to be inserted into this Agreement shall be deemed to be inserted herein.
H. Default, If the Firm 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
Agreement,or has otherwise failed, refused,or delayed to perform or satisfy the Services or any other
requirement of this Agreement("Event of Default"),and fails to cure any such Event of Default within fourteen
(14)calendar days after the Firm's receipt of written notice of such Event of Default from the Village,then the
Village shall have the right,without prejudice to any other remedies provided by law or equity,to pursue any one
or more of the following remedies:
1. Core by Firm.The Village may require the Firm,within a reasonable time,to complete or correct all or
any part of the Services that are the subject of the Event of Default;and to take any or all other action
necessary to bring the Firm and the Servicesinto compliance with this Agreement.
2. Termination of A reernent�lla The Village may terminate this Agreement without liability
for further payment of amounts due or to become due under this Agreement.
3. l lithlaold"nn of i Payment by'villa e.The Village may withhold from any payment,whether or not
previously approved,or may recover from the Firm,any and all costs,including attorneys'fees and
administrative expenses,incurred by the Village as the result of any Event of Default by the Firm or as
a result of actions taken by the Village in response toany Event of Default by the Firm.
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$EC:E[ON7.CONsut:rANTAGRE tl
I. No Additional bltion.The Parties acknowledge and agree that the Village is under no obligation under
this Agreement or otherwise to negotiate or enter into any other or additional contractsor agreements with
the Firm or with any vendor solicited or recommended by the Firm.
J. Village ManaggTAythority. Notwithstanding any provision of this Agreement,any negotiations or agreements
with,or representations by the Firm to vendors shall be subject to the approval of the Village Manager.The
Village shall not be liable to any vendor or other third party for any agreements made by the Firm,purportedly
on behalf of the Village,without the knowledge of and express written approval by the Village Manager.
K. Mutual C000,eration.The Village agrees to cooperate with the Firm in the performance ofthe Services,including
meeting with the Firm and providing the Firm with such confidential and non-confidential information that the
Village may have that may be relevant and helpful to theFirm's performance of the Services.The Firm agrees to
cooperate with the Village in the performance of the Services to complete the Work and with any other Firms
engaged by the Village.
L. News Releases.The Firm shall not issue any news releases or other public statements regarding the Services
without prior approval from the Village Manager.Nothing Herein shall limit the Firm's right to identify the
Village as a client of the Firm or from disclosing matters arising from the relationship between the Village and
the Firm that are subject to disclosure under the Illinois Freedom of Information Act,(5 ILCS 140,et seq)
M. CiMMgtshi .Designs,drawings,plans,specifications,photos,reports,information,observations, records,
opinions,communications,digital files,calculations,notes,and any other documents,data,or information,in any
form,prepared,collected,or received by the Firm in connection with any or all of the Services to be performed
underthis Agreement("Documents")shall be and remain the exclusive property of the Village.At the Village's
request,or upon termination of this Agreement,the Firm shall cause the Documents to be promptly delivered to
the Village,in original format or a suitable facsimile acceptable to the Village.
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SECTION
A. Amendment. No amendment or modification to this Agreement shall be effective unless and until such
amendment or modification is in writing, properly approved in accordance with applicable procedures, and
executed.
B. Assure,-;nt.This Agreement may not be assigned by the Village or by the Firm without the prior written consent
of the other party.
C. Binding Effect,The terms of this Agreement shall bind and inure to the benefit of the Parties hereto and their
agents,successors,and assigns.
D. Notice.Any notice or communication required or permitted to be given under this Agreement shall be in writing
and shall be delivered(i)personally,(ii)by a reputable overnight courier,(iii)by certified mail and deposited in
the U.S. Mail,postage prepaid,(iv)by facsimile,or(v)by electronic Internet mail("e-mail"). Facsimile notices
shall be deemed valid only to the extent that they are(a)actually received by the individual to whom addressed
and(b)followed by delivery of actual notice in the manner described in either(i),(ii),or(iii)above within three
business days thereafter at the appropriate address setforth below. E-mail notices shall be deemed valid and
received by the addressee thereof when delivered by e-mail and(a)opened by the recipient on a business day at
the address set forth below,and(b)followed by delivery of actual notice in the manner described in either(i),(ii)
or(iii)above withinthree business days thereafter at the appropriate address set forth below. Unless otherwise
expressly provided in this Agreement, notices shall be deemed received upon the earlier of(a)actual receipt;(b)
one business day after deposit with an overnight courier as evidenced by a receipt of deposit;or(c)three
business days following deposit in the U.S.mail. By notice complying with the requirements of this Subsection,
each Party shall have the right to change the address or the addressee,or both,for all future notices and
communications to such party,but no notice of a change of addressee oraddress shall be effective until actually
received.The provisions of this Section 8 D shall not control with respect to the manner of communications
utilized by the Firm in rendering the Services.
Notices and communications to the Village shall be addressed to,and delivered at,the following address:
Village of Buffalo Grove("Village")
50 Raupp Blvd.
Buffalo Grove, IL 60089
Attn: Dane Bragg
Email:dbragg@vbg.org
cc:kjohnson@vbg.org
Notices and communications to the Firm shall be addressed to,and delivered at,thefollowing address:
Ciorba Group
Address:8715 W. Higgins Road,Suite 600
Attn:Tony Wolff
Phone:773-775-4009
Email:twolff@ciorba.com
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t',
E. Third Party!Benefidary.It is agreed by the Village and the Firm that this agreement is intended for the benefit of
the Village and the Firm only,and not for the benefit of any consultants to the Village,contractors,trade
subcontractors,suppliers,any of their employees or agents,or any other person or entity involved with any
services to the Village.
F. Provisions Severable. If any term,covenant,condition,or provision of this Agreement is held by a court of
competent jurisdiction to be invalid,void,or unenforceable,the remainder of the provisions shall remain in full
force and effect and shall in no way be affected,impaired or invalidated.
G. Time.Time is of the essence in the performance of this Agreement.
H. Forte Ma"eur.Neither party shall be liable for any failure or delay in performance under this Agreement(other
than for delay in the payment of money due and payable hereunder)to the extent said failures or delays are
proximately caused(1)by causes beyond that party's reasonable control,including epidemic and pandemic,and
occurring without its fault or negligence,including,without limitation,failure of suppliers,subcontractors,and
carriers,or party to substantially meet its performance obligations under this Agreement,provided that,as a
condition to the claim of non-liability,the party experiencing the difficulty shall give the other prompt written
notice,with full details following the occurrence of the cause relied upon,as well as labor shortages or
restrictions on movement or access to labor,where that restriction or shortage is caused by legal or
administrative action or the publicized recommendation of public health officials,governmental authorities,or
labor organizations having jurisdiction over the project or source of supply for the project as a condition for relief
from schedule and performance obligations. Dates by which performance obligations are scheduled to be met
will be extended for a period of time equal to the time lost due to any delay so caused.
I. Governirue Lars,This Agreement shall be interpreted according to the internal laws, but notthe conflict
of laws rules,of the State of Illinois.Venue shall be in Cook County,Illinois
I Fntire A reement,This Agreement constitutes the entire agreement between the parties and supersedes
any and all previous or contemporaneous oral or written agreements and negotiations between the Village
and the Firm with respect to the Request for Proposal.
K. Waiver,No waiver of any provision of this Agreement shall be deemed to or constitute a waiver of any other
provision of this Agreement(whether or not similar)nor shall any such waiver be deemed toor constitute a
continuing waiver unless otherwise expressly provided in this Agreement.
L. Exhibit. Exhibit,A and Exhibit B are attached hereto,and by this reference
incorporated in and made a part of this Agreement. In the event of a conflict between the Exhibit and the text of
this Agreement,the text of this Agreement shall control.
M. Rights Cumulative.Unless expressly provided to the contrary in this Agreement,each and every one of the rights,
remedies,and benefits provided by this Agreement shall be cumulative and shall notbe exclusive of any other
such rights,remedies,and benefits allowed by law.
N. Calendar Days and Tine. Unless otherwise provided in this Contract,any reference in this Contract to"day"or
"days"shall mean calendar days and not business days. If the date for giving of any notice required to be given,or
the performance of any obligation,under this Contract falls on a Saturday,Sunday or federal holiday,then the
notice or obligation may be given or performed on the next business day after that Saturday,Sunday or federal
holiday.
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N. No Waiver of Tort.Imimiunit .Nothing contained in this Agreement shall constitute a waiver by the Village of any
right,privilege or defense available to the Village under statutory or common law,including,but not limited to,
the Illinois Governmental and Governmental Employees Tortlmmunity Act,745 ILCS 10/1-101 et seq.,as
amended.
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iE FE
0.Freedom of Information.The Firm agrees to furnish all documentation related to the Contract,the Work and any
documentation related to the Village required under an Illinois Freedom of Information Act(ILCS 140/1 et.seq.)
("FOIA")request within five(5)calendar days after the Village issues Notice of such request to the Firm. The Firm
agrees to defend,indemnify and hold harmless the Village,and agrees to pay all reasonable costs connected
therewith(including, but not limited to attorney's and witness fees,filing fees and any other expenses)for the
Village to defend any and all causes,actions,causes of action,disputes,prosecutions,or conflicts caused by
Firm's actual or alleged violation of FOIA or the Firm's failure to furnish all documentation related to a FOIA
request within five(5)calendar days after Notice from the Village for the same. Furthermore,should the Firm
request that the Village utilize a lawful exemption under FOIA in relation to any FOIA request thereby denying
that request, Firm agrees to pay all costs connected therewith(such as attorneys'and witness fees,filing fees and
any other expenses)to defend the denial of the request. This defense shall include, but not be limited to,any
challenged or appealed denials of FOIA requests to either the Illinois Attorney General or a court of competent
jurisdiction.
P. Go�untec art.Exectaton,'This Agreement may be executed in several counterparts,each of which,when executed,
shall be deemed to be an original,but all of which together shall constitute one and the same instrument.
C N -WL D G ENT,
The undersigned hereby represent and acknowledge that they have read the foregoing Agreement,that they
know its contents,and that in executing this Agreement they have received legal advice regarding the legal
rights of the party on whose behalf they are executing this Agreement,and that they are executing this
Agreement as a free and voluntary act and on behalf of the named parties.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates set forth below.
VILLAGE OF BUFFALO GROVE
BY.
Dane Bragg,Village IVlanaer
Date:. 12 11V 12o21
Firm
I BY;
Title:
pate.
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SECTION 8.GENERAL PROVISIONS(cont.)
O.Freedom of Information.The Firm agrees to furnish all documentation related to the Contract,the Work and any
documentation related to the Village required under an Illinois Freedom of Information Act(ILCS 140/1 et.seq.)
("FOIA")request within five(5)calendar days after the Village issues Notice of such request to the Firm. The Firm
agrees to defend, indemnify and hold harmless the Village,and agrees to pay all reasonable costs connected
therewith(including,but not limited to attorney's and witness fees,filing fees and any other expenses)for the
Village to defend any and all causes, actions,causes of action,disputes,prosecutions,or conflicts caused by
Firm's actual or alleged violation of FOIA or the Firm's failure to furnish all documentation related to a FOIA
request within five(5)calendar days after Notice from the Village for the same. Furthermore,should the Firm
request that the Village utilize a lawful exemption under FOIA in relation to any FOIA request thereby denying
that request, Firm agrees to pay all costs connected therewith(such as attorneys'and witness fees,filing fees and
any other expenses)to defend the denial of the request. This defense shall include,but not be limited to,any
challenged or appealed denials of FOIA requests to either the Illinois Attorney General or a court of competent
jurisdiction.
P. Counterpart Execution.This Agreement may be executed in several counterparts,each of which,when executed,
shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
ACKNOWLEDGEMENT.
The undersigned hereby represent and acknowledge that they have read the foregoing Agreement,that they
know its contents,and that in executing this Agreement they have received legal advice regarding the legal
rights of the party on whose behalf they are executing this Agreement,and that they are executing this
Agreement as a free and voluntary act and on behalf of the named parties.
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the dates set forth below.
VILLAGE OF BUFFALO GROVE
By: �.
Dane Bragg,Village Manager
Date: 12 /q/202/
Firm
By�...Y � / Y�
Title:Ckee.1 0 pa,!di IN.1 OS -ft r i
Date: ly 74/ ZOZ
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Exhibit A.
("Services")
Attach RFQu Response documents
13
. .
CAMBRIDGE LIFTSTATION SUPPLEMENTAL SCOPE OFSERVICES
The Cambridge on the Lakes Lift station Project has evolved over the course of the design to include additionalimprovements such as
water main,stonnwat rdetendon'mnoKvoiumecontmLandaddhionaisanharysewerded0n. Thefn(lowingioasummaryuf
supplemental scope items necessary for1heoomp|ebonnftheovenaUpmojectdeaign.
3. �eet�m��,�ata�m��e�timaam�[ow�d�ma�om-�Q�amwa
Additional meetings and coordination with the Village ofBuffalo Grove,Buffalo Grove Park District,and MVVRD regarding the proposed
detention and volume control facility addition tn the scope.
Additional coordination with Gewalt Hamilton Associates,Inc.(GHA)regarding topographic survey needed for the proposed detention
and volume control facility addition io the scope.
Z. 80vv��m�rwri��-3voa��s
Extended flow monitoring period bythpee weeks tm capture significant storm events.
3, n1, g"?eno"t-24hnwrs
Additional iterations of the Final Scoping Reportclue to changes in design direction and preferredai1ernetiv*s.indudingth,eesub-
aitemadvesfo/thePa/kOistrictsite.
4. P e f-�f�c a t ians, aa� 7.5 1;2,hours
Additional,design required for water main improvements,changes to proposed sewer improvements, and sturmmvvaterdetention
and volume control facility for adjacent development. Hours meqWped for each item:
w Water Maim 52humrs
� • Sanitary Sewer:32homrs
� * 0etemtimm/VoKumme Control:l64hours
]S �ours
� Preparation of permit application and coordination with the Cook County Department of Transportation and Highways(CCDOTH):
� IOhouns.
Preparation of permit application and coordination with IEPA for water main improvements:4 hours.
Additional permitting and coordination with the MWRD for the proposed detention and volume control facility scope addition:22
|
hours.
'
� Fima! a f�n, �ecihcat�m:s,a�d �a� 5�imoaea(i8O�,) 3�hsw/s
Addi�mmaidesign�qu�red furvvater main Improvements,changes tn proposed sewer improvements,and stummwoter detention and
volume control facility for adjacent development, Flours required for each item:
* Water MaiwlGhours
* Sanitary Sewer:l2hours
w 0etemtion/Vukmme Control:5Ghours
7� Quaity4syonance/Quality Contnu'!-ohmu/s
VoBG-2018-16
Exhibit B.
Agreed Upon Pricing Structure
Attach Schedule of Prices
14
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STAFF HOURS
Village of Buffalo Grove
Cambridge Lift Station Supplement #1
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418 12 71 72 140 99 I 24
1I. Meetings,Data Collection &Coordination Task Total, 18 2 8 6
010 Meetings Subtotal 10 2 4 4
Additional meetings with Village,Park District&MWRD for detention/volume control 10 2 4 4
011 Coordination Subtotals 8 4 4
Additional coordination with Village&MWRD for detention/volume control 8 4 � aW[
3. Water Resources Task Total: 392 2 63 64 140 99 24
031 Stormwater Facility Design Subtotal; 220 8 48 140 24
Detention and Volume Control Design 220 a 46 14o 1 24
032 Water Main System Subtotal 68 12 56
Water Main Design 68 12 56
033 Sanitary Sewer Subtotal 44 12 32
East Sewer Design 44 12 32
034 Reports/Location Drainage Studies Subtotal: 24 24
Preliminary and Final Scoping Reports 24 24
035 Permits Subtotals 36 2 7 16 11
Permit-CCDOTH 10 2 6
Permit-IEPA(Water Main) 4 1 3
(
Permit-MWRDGC for detention/volume control addition) 22 2 4 16
a, f�IC IM1 Task Total. 8 8
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STAFF HOURS
Village of Buffalo Grove
Cambridge Lift Station Supplement #1
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o90 QC/QA Subtotal: 8 8
Water Resources 8 8
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N A
cio r b,a G r o u p
FIRM NAME Ci rSa Group,,Inc. DATE 10/21/21
PRIME/SUPPLEMENT Supplement
Client Village of Buffalo Grove
ESCALATION FACTOR 0.00%
CLASSIFICATION CURRENT RATE ESCALATED RATE
C A/QC Engiineer $78,.00 $78.00
Project Engineer/Project Manager $66.00 $66.00
Senior Electrical Engineer $66.00 $66.00
Stormwater Project Engineer $52.00 $52.00
Senior Engineer $42.00 $42.00
Engineer II $38.00 $38.00
Engineer 1 $32.00 $32.00
Senior Technician $41.00 $41.00
Technician $33.50 $33.50
Printed 10/21/2021 10:31 AM
VoBG-2018-16
Exhibit C.
Insurance
1. Firm's Insurance
Firm shall procure and maintain, for the duration of the Contract, insurance against claims for
injuries to persons or damages to property,which may arise from or in connection with the performance
of the work hereunder by the Firm, his agents, representatives,employees or subcontractors.
A. c oaf DaUj@n(L:Coverage shall meet the following requirements:
Insurance Services Office Commercial General Liability occurrence form CG 0001 with the Village of
Buffalo Grove named as additional insured on a primary and non-contributory basis. This primary,non-
contributory additional insured coverage shall be confirmed through the following required policy
endorsements or reasonably equal and commercially available:ISO Additional Insured Endorsement CG
20 10 or CG 20 26 and CG 20 010413.CG 20 37-Completed Operations.
1) Insurance Services Office Commercial General Liability occurrence form CG 0001 with the Village
named as additional insured,on a form reasonably equal to the ISO Additional Insured
Endorsement CG 2010 and CG 2026 and commercially available.
2) Insurance Service Office Business Auto Liability coverage form number CA 0001,Symbol 01"Any
Auto"or reasonably equal and commercially available endorsement.
3) Workers'Compensation as required by the Labor Code of the State of Illinois and Employers'
Liability insurance.
4) The Firm,its principals,employees,agents or consultants shall perform no services relating to
the investigation,detection,abatement,replacement,discharge,or removal of any toxic or
hazardous contaminants or materials.The Village acknowledges that the Firm has no
professional liability(errors and omissions)or other insurance for claims arising out of the
performance or failure to perform professional services related to the investigation,detection,
abatement, replacement,discharge or removal of products, materials or processes containing
asbestos or any other toxic or hazardous contaminants or materials("Hazardous Materials")..
B. Limits ofInsurance: Firm shall maintain the following limits:
1) Commercial General Liability:$1,000,000 combined single limit per occurrence for bodily injury,
personal injury and property damage.The general aggregate shall be twice the required
occurrence limit.Minimum General Aggregate shall be no less than$2,000,000 or a
project/contract specific aggregate of$1,000,000.
2) Business Automobile Liability:$1,000,000 combined single limit per accident for bodily injury and
property damage.
3) Workers'Compensation and Employers'Liability:Workers'Compensation coverage with
statutory limits and Employers'Liability limits of$500,000 per accident.
4)
C. Deductibles and Self-insured Retgntions
15
VoBG-2018-16
Any deductibles or self-insured retentions must be declared to and approved by the Village.At the
option of the Village,either:the insurer shall reduce or eliminate such deductibles or self-insured retentions
as it respects the Village, its officials,agents, employees and volunteers; or the Firm shall procure a bond
guaranteeing payment of losses and related investigation,claim administration and defense expenses.
D.Other Insurance Provisions
The policies are to contain,or be endorsed to contain,the following provisions:
1) General Liability and Automobile Liability Coverages:
The Village,its officials,agents,employees and volunteers are to be covered as insureds as
respects:liability arising out of activities performed by or on behalf of the Firm; products and
completed operations of the Firm;premises owned, leased or used by the Firm;or automobiles
owned,leased,hired or borrowed by the Firm.The coverage shall contain no special limitations
on the scope of protection afforded to the Village,its officials,agents,employees and volunteers.
2) The Firm's insurance coverage shall be primary and non-contributory as respects the Village, its
officials,agents,employees and volunteers.Any insurance or self-insurance maintained by the
Village,its officials,agents,employees and volunteers shall be excess of Firm's insurance and
shall not contribute with it.
3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided
to the Village,its officials,agents,employees and volunteers.
4) The Firm's insurance shall contain a Severability of Interests/Cross Liability clause or language
stating that Firm's insurance shall apply separately to each insured against whom claim is made
or suit is brought,except with respect to the limits of the insurer's liability.
5) If any commercial general liability insurance is being provided under an excess or umbrella
liability policy that does not"follow form,"then the Firm shall be required to name the Village,
its officials,employees,agents and volunteers as additional insureds
6) All general liability coverages shall be provided on an occurrence policy form.Claims-made
general liability policies will not be accepted.
7) The Firm and all subcontractors hereby agree to waive any limitation as to the amount of
contribution recoverable against them by the Village. This specifically includes any limitation
imposed by any state statute,regulation,or case law including any Workers'Compensation Act
provision that applies a limitation to the amount recoverable in contribution such as Kateck'a v.
L)r rs tlakin
16
VoBG-2018-16
E. Ali rsare ag-�Ls.:
1) No Waiver.Under no circumstances shall the Village be deemed to have waived any of the
insurance requirements of this Contract by any act or omission,including,but not limited to:
a. Allowing work by Firm or any subcontractor to start before receipt of
Certificates of Insurance and Additional Insured Endorsements.
b. Failure to examine,or to demand correction of any deficiency,of any
Certificate of Insurance and Additional Insured Endorsement received.
2) Each insurance policy required shall have the Village expressly endorsed onto the policy as a
Cancellation Notice Recipient.Should any of the policies be cancelled before the expiration date
thereof,notice will be delivered in accordance with the policy provisions.
F. gi p tqb of Insurers
Insurance is to be placed with insurers with a Best's rating of no less than A-,VII and licensed to do
business in the State of Illinois.
G. VerMcation oi,LCoMr r o
Firm shall furnish the Village with certificates of insurance naming the Village,its officials,agents,
employees, and volunteers as additional insured's and with original endorsements, affecting coverage
required herein.The certificates and endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf.The certificates and endorsements are to be received
and approved by the Village before any work commences. The Village reserves the right to request full
certified copies of the insurance policies and endorsements.
H. Subcontractors
Firm shall include all subcontractors as insured's under its policies or shall furnish separate
certificates and endorsements for each subcontractor.All coverage's for subcontractors shall be subject to all
of the requirements stated herein.
I.
17
VoBG-2018-16
J. 'i orkers"Co eg ra tao,rr ma End r '_ti rtlity, over
The insurer shall agree to waive all rights of subrogation against the Village of Buffalo Grove, its
officials, employees, agents and volunteers for losses arising from work performed by Firm for the
municipality.
1) NCCI Alternate Employer Endorsement(WC 000301) in place to insure that workers'compensation
coverage applies under Firm's coverage rather than the Village of Buffalo Grove's, if the Village of
Buffalo Grove is borrowing, leasing or in day to day control of Firm's employee.
K. ,F H_Prf g_Qgrnp y
In the event the Firm fails to obtain or maintain any insurance coverage's required under this
agreement,The Village may purchase such insurance coverage's and charge the expense thereof to the Firm.
L. PrpfessigngV Li !?mIj!
1) Professional liability insurance with limits of$1,000,00 each claim with respect to negligent acts,
errors and omissions in connection with professional services to be provided under the contract,with
a deductible not-to-exceed$50,000 without prior written approval.
2) If the policy is written on a claims-made form,the retroactive date must be equal to or preceding the
effective date of the contract. In the event the policy is cancelled, non-renewed or switched to an
occurrence form,the Firm shall be required to purchase supplemental extending reporting period
coverage for a period of not less than three(3)years.
3) Provide a certified copy of actual policy for review.
18