2001-040 - - 0
RESOLUTION NO. 2001-4
A RESOLUTION APPROVING AN ARCHITECTURAL SERVICE AGREEMENT
FOR THE PUBLIC SERVICE CENTER STORAGE ADDITION,
SCREEN WALL AND YARD IMPROVEMENT PROJECT
WHEREAS, the completion of the Public Service Center Storage
Addition, Screen Wall and Yard Improvement Project is desired; and,
WHEREAS, consulting architectural services are required in order to
proceed with the completion of this project;
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND
LAKE COUNTIES, ILLINOIS, as follows:
Section 1. The Owner- Architect Agreement related to the Public
Service Center Storage Addition, Screen Wall and Yard Improvement Project is hereby
approved.
Section 2. The Village Manager is authorized and directed to execute
the agreement. A copy of said agreement is attached hereto and made a part hereof.
AYES: 6 - Marienthal, Braiman, Hendricks, Glover, Berman, Johnson
NAYES: 0 - None
ABSENT: 0 - None
PASSED: February 5 , 2001
APPROVED: February 5 , 2001
APPROVED:
Village President
ATTEST:
�2e "hrl.
Village Clerk
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OWNER - ARCHITECT AGREEMENT
PREAMBLE
This Agreement made as of February 5, 2001 between the Village of Buffalo Grove (hereinafter
referred to as the Owner) and Sente & Rubel, Ltd. (hereinafter referred to as the Architect) with
offices located at 1955 Raymond Drive, Suite 105, Northbrook, Illinois for the Project generally
described as follows:
An addition at the northeast corner of the existing Public Service Center located at 51 Raupp
Boulevard, Buffalo Grove. The addition will include approximately 5,700 square feet on
grade with an additional 1,800 square feet in a mezzanine. The construction shall match
that of the existing building which is concrete floor and block walls covered with brick veneer
to 8 feet and metal wall panels above. The existing roof system is metal deck on steel joists
with rigid insulation and modified bituminous roofing. Some asphalt pavement and a brick
screen wall will also be included.
The Owner and Architect agree as set forth below.
ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
1.1 ARCHITECT'S SERVICES wm
1.1.1 The Architect's services consist of those services describe 04n this Agreement and include
normal architectural, structural, mechanical, plumbing, electrical, civil,
engineering services performed by the Architect, Architect's employees and Architect's consultants.
1.1.2 The Architect shall assist the Owner in determining the scope and coordinating the
professional services of surveyors and geotechnical engineers required for the Project.
1.1.3 The Architect's services shall be performed as expeditiously as is consistent with
professional skill and care and the orderly progress of the Work. The Architect shall submit for the
Owner's approval a schedule for the performance of the Architect's services which may be adjusted
as the Project proceeds, and shall include allowances for periods of time required for the Owner's
review and for approval of submissions by public authorities having jurisdiction over the Project.
The services covered by this Agreement are to be scheduled and provided in order to generally
follow the timetable established in Exhibit A entitled "Preliminary Project Schedule."
ARTICLE 2
SCOPE OF ARCHITECT'S SERVICES
2.1 SCHEMATIC DESIGN PHASE
2.1.1 The Architect shall review the program, schedule, and Project Budget furnished by the
Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of
such requirements with the Owner.
Owner - Architect Agreement - 1
2.1.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and
Project Budget requirements, each in terms of the other, subject to the limitations set forth in
Subparagraph 4.2.1.
2.1.3 The Architect shall review with the Owner, the proposed Project Site use and improvements;
selection of materials, building systems and equipment; and methods of Project delivery.
2.1.4 The Architect shall review with the Owner alternative approaches to design and construction
of the Project.
2.1.5 At intervals appropriate to the progress of the Schematic Design Phase and mutually
agreeable to the Owner, and Architect, the Architect shall provide schematic design studies for the
Owner's review.
2.1.6 Upon completion of the Schematic Design Phase and based on the mutually agreed -upon
program, schedule and Project Budget requirements, the Architect shall prepare, for approval by
the Owner, Schematic Design Documents consisting of drawings and other documents illustrating
the scale and relationship of Project components.
2.1.7 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based
on current estimated square foot area to be constructed.
2.2 DESIGN DEVELOPMENT PHASE
2.2.1 At intervals mutually agreeable to the Owner and Architect, the Architect shall provide
drawings and other documents which depict the current status of design development for the
Owner's review.
2.2.2 Upon completion of the Design Development Phase and based on the approved Schematic
Design Documents and any adjustments authorized by the Owner in the program, schedule, or
Project Budget, the Architect shall prepare, for the Owner's review and approval, Design
Development Documents consisting of drawings and other documents to establish and describe the
size and character of the entire Project as to architectural, civil, structural, mechanical, plumbing,
electrical, and landscaping systems, materials and such other elements as may be appropriate.
2.2.3 The Architect shall advise the Owner of any adjustments to the preliminary estimate of
Construction Cost.
2.3 CONSTRUCTION DOCUMENTS PHASE
2.3.1 At intervals mutually agreeable to the Owner and Architect, the Architect shall provide
revised Drawings and Specifications for the Owner's review.
2.3.2 Upon completion of the Construction Documents Phase and based on the approved Design
Development Documents and any further adjustments authorized by the Owner in the scope or
quality of the Project or in the Project Budget, the Architect shall prepare, for review and approval
by the Owner, Contract Documents consisting of the Owner - Contractor Agreement, Invitation to Bid,
Instructions to Bidders, Bid Form, General Conditions, Supplementary Conditions, Drawings, and
Specifications setting forth in detail the requirements for the construction of the Project.
Owner - Architect Agreement - 2
2.3.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates
of Construction Cost indicated by changes in requirements or general market conditions.
2.3.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing
documents required for the approval of governmental authorities having jurisdiction over the Project.
2.4 BIDDING PHASE
2.4.1 The Architect, following the Owner's approval of the Contract Documents and of the latest
estimate of Construction Cost, shall assist the Owner in obtaining bids. The Architect shall issue
Contract Documents to bidders and conduct pre -bid conferences with prospective bidders. The
Architect shall respond to questions from bidders and shall issue addenda. The Architect shall
provide a bid analysis, recommendation for awarding the Owner - Contractor Agreement and assist
in preparing the Owner - Contractor Agreement.
2.5 CONSTRUCTION PHASE
ADMINISTRATION OF THE OWNER - CONTRACTOR AGREEMENT
2.5.1 The Architect's responsibility to provide services for the Construction Phase under this
Agreement commences with the award of the Owner - Contractor Agreement and terminates at the
issuance by the Owner of the Contractor's final payment. If the Final Completion Date is exceeded
by 120 days or more, through no fault of the Architect, the Owner shall pay the Architect for any
additional services necessitated as a result of such delay as provided in Paragraph 10.2.
2.5.2 The Architect shall provide administration of the Owner -Contractor Agreement asset forth
below and in the General Conditions unless otherwise provided in this Agreement.
2.5.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted,
modified or extended without written agreement of the Owner and Architect.
2.5.4 The Architect shall have authority to act on behalf of the Owner only to the extent provided
in this Agreement.
2.5.5 The Architect shall visit the Project Site two (2) times per month to become generally familiar
with the progress and quality of the Work completed and to determine in general if the Work is being
performed in a manner indicating that the Work, when completed, will be in accordance with the
Contract Documents. However, the Architect shall not be required to make exhaustive or
continuous on -site inspections to check the quality or quantity of the Work. On the basis of on -site
observations as an architect, the Architect shall keep the Owner informed of the progress and
quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the
Work.
2.5.6 The Architect shall not have control over or charge of and shall not be responsible for
construction means, methods, techniques, sequences or procedures, or for safety precautions and
programs in connection with the Work, since these are solely the Contractor's responsibility under
the Owner - Contractor Agreement. The Architect shall not be responsible for the Contractor's
schedules or failure to carry out the Work in accordance with the Contract Documents. The
Architect shall not have control over or charge of acts or omissions of the Contractor,
Subcontractors, or their agents or employees.
Owner - Architect Agreement - 3
2.5.7 The Architect shall at all times have access to the Work wherever it is in preparation or
progress.
2.5.8 Communications by and with the Architect's consultants shall be through the Architect.
2.5.9 Based on the Architect's observations and evaluations of the Contractor's Applications for
Payment, the Architect shall review and certify the amounts due the Contractor.
2.5.10 The Architect's certification for payment shall constitute a representation to the Owner,
based on the Architect's observations at the Project Site as provided in Subparagraph 2.5.5 and on
the data comprising the Contractor's Application for Payment, that the Work has progressed to the
point indicated and that, to the best of the Architect's knowledge, information and belief, quality of
the Work is in accordance with the Contract Documents. The foregoing representations are subject
to an evaluation of the Work for conformance with the Contract Documents upon Substantial
Completion, to results of subsequent tests and inspections, to minor deviations from the Contract
Documents correctable prior to completion and to specific qualifications expressed by the Architect.
The issuance of a Certificate for Payment shall further constitute a representation that the
Contractor is entitled to payment in the amount certified.
2.5.11 The issuance of a Certificate for Payment shall not be a representation that the Architect has
(1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work,
(2) reviewed construction means, methods, techniques, sequences, or procedures, (3) reviewed
copies of requisitions received from Subcontractors and material suppliers and other data requested
by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what
purpose the Contractor has used money previously paid on account of the Contract Sum.
2.5.12 The Architect shall have authority, after notification to and approval of the Owner, to reject
Work which does not conform to the Contract Documents. Whenever the Architect considers it
necessary or advisable for implementation of the intent of the Contract Documents, the Architect
will have authority, upon written authorization from the Owner, to require additional inspection or
testing of the Work in accordance with the provisions of the Contract Documents, whether or not
such Work is fabricated, installed or completed. However, neither this authority of the Architect nor
a decision made in good faith either to exercise or not to exercise such authority shall give rise to
a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment
suppliers, their agents or employees or other persons performing portions of the Work.
2.5.13 The Architect shall review and approve or take other appropriate action upon the
Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited
purpose of checking for conformance with information given and the design concept expressed in
the Contract Documents. The Architect's action shall be taken with such reasonable promptness
as to cause no delay in the Contractor's Work or in construction by the Owner's own forces or of
separate contractors, while allowing sufficient time in the Architect's professional judgment to permit
adequate review. Review of such submittals is not conducted for the purpose of determining the
accuracy and completeness of other details such as dimensions and quantities or for substantiating
instructions for installation or performance of equipment or systems designed by the Contractor, all
of which remain the responsibility of the Contractor to the extent required by the Contract
Documents. The Architect's review shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Architect, of construction means, methods, techniques,
sequences or procedures. The Architect's approval of a specific item shall not indicate approval of
an assembly of which the item is a component. When professional certification of performance
characteristics of materials, systems or equipment is required by the Contract Documents, the
Owner - Architect Agreement - 4
Architect shall be entitled to rely upon such certification to establish that the materials, systems or
equipment will meet the performance criteria required by the Contract Documents.
2.5.14 The Architect shall prepare Change Orders and Construction Change Directives, with
supporting documentation and data if deemed necessary by the Owner for the Owner's approval
and execution in accordance with the Contract Documents.
2.5.15 The Architect, with the Owner's approval, may authorize minor changes in the Work not
involving an adjustment in a Contract Sum or an extension of a Contract Time which are consistent
with the intent of the Contract Documents. Such changes shall be effected by written order.
2.5.16 The Architect shall conduct inspections to determine the date or dates of Substantial
Completion and the date of Final Completion. The Architect and Owner shall review and
supplement the Contractor's comprehensive punch list of items to be completed or corrected before
the Final Completion date.
2.5.17 The Architect shall interpret and make recommendations on. matters concerning
performance, execution, and progress of the Contractor under the requirements of the Contract
Documents on request of the Owner. The Architect's response to such requests shall be made with
reasonable promptness and within any time limits agreed upon.
2.5.18 Interpretations and recommendations of the Architect shall be consistent with the intent of
and reasonably inferable from the Contract Documents and shall be in writing or in the form of
drawings. When making such interpretations and recommendations, the Architect shall endeavor
to secure faithful performance by the Contractor and shall not be liable for results of interpretations
or recommendations so rendered in good faith.
2.5.19 The Architect's decisions on matters relating to aesthetic effect shall be final if consistent
with the intent expressed in the Contract Documents and approved by the Owner.
2.5.20 The Architect shall render written recommendations within a reasonable time on all claims,
disputes or other matters in question between the Owner and Contractor relating to the execution
or progress of the Work as provided in the Contract Documents.
2.5.21 The Architect shall forward to the Owner warranties and similar submittals required by the
Contract Documents which have been received from the Contractor.
2.5.22 The Architect shall issue a final Project Certificate for Payment upon compliance with the
requirements of the Contract Documents.
2.5.23 The Architect shall prepare Record Drawings, based on the Architects records and
information provided by the Contractors, that, to the best of the Architect's knowledge, include all
information required by the Village of Buffalo Grove Engineering Division and show all changes
made during construction of the Work. The Record Drawings shall be provided to the Owner as
Chronoflex, double matte, 4 mil, 24" x 36" mylars and in electronic format as AutoCAD R14 drawing
(.dwg) files including associated plotter control (.pc2) and font files. A plot (.plt) file for each sheet
of the Drawings formatted for a Hewlett Packard DesignJet 755CM plotter shall also be provided.
Owner - Architect Agreement - 5
ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 The Owner shall provide information regarding requirements for the Project.
3.2 The Owner shall establish and update an overall Project Budget, including the Construction
Cost, the Owner's other costs and reasonable contingencies related to all of these costs.
3.3 The Owner shall designate a representative authorized to act on the Owner's behalf with
respect to the Project. The Owner or such authorized representative shall render decisions in a
timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable
delay in the orderly and sequential progress of the Architect's services.
3.4 The Owner shall furnish a written legal description of the Project Site and shall make
available to the Architect the Owner's file information related to the Project Site. The legal
description and file information shall be furnished at the Owner's expense. The Owner shall not be
responsible for the accuracy of any such file information provided.
3.5 The Owner shall furnish surveys describing physical characteristics, legal limitations, and
utility locations for the Project Site. The surveys and legal information shall include, as applicable,
grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent
drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions,
boundaries, and contours of the Project Site; locations, dimensions, and necessary data pertaining
to existing buildings, other improvements, and trees; and information concerning available utility
services and lines, both public and private, above and below grade, including inverts and depths.
All the information on the survey shall be referenced to a Project benchmark.
3.6 The Owner shall furnish the services of geotechnical engineers. Such services shall include
test borings and determinations of soil bearing values with reports and appropriate professional
recommendations.
3.7 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes
aware of any fault or defect in the Project or errors or omissions in the Contract Documents.
ARTICLE 4
CONSTRUCTION COST
4.1 DEFINITIONS
4.1.1 The Construction Cost shall be the final Contract Sum paid by the Owner to the Contractor
under the Owner - Contractor Agreement.
4.1.2 Construction Cost does not include the compensation of the Architect and Architect's
consultants, the costs of the land, rights -of -way, financing or other costs which are the responsibility
of the Owner as provided in this Agreement.
Owner - Architect Agreement - 6
4.2 RESPONSIBILITY FOR CONSTRUCTION COST
4.2.1 Evaluations of the Owner's Project Budget, preliminary estimates of Construction Cost and
adjusted estimates of Construction Cost prepared by the Architect, represent the Architect's best
judgment as a design professional familiar with the construction industry.
ARTICLE 5
OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS.
SPECIFICATIONS, AND OTHER DOCUMENTS
5.1 The Drawings, Specifications, and other documents prepared by the Architect for this Project
are instruments of the Architect's service through which the Work to be executed by the Contractors
is described. Unless otherwise indicated, the Architect shall be deemed the author of the Drawings,
Specifications, and other documents and will retain all common law, statutory, and other reserved
rights, in addition to the copyright. All copies of the Drawings, Specifications, and other documents
prepared by the Architect, except the Owner's record set, shall be returned or suitably accounted
for to the Architect, on request, upon completion of the Project. The Drawings, Specifications, and
other documents prepared by the Architect, and copies thereof furnished to the Owner, are for use
solely with respect to this Project and are not to be used by the Owner on other projects or for
additions to this Project outside the scope of the Work without the specific written consent of the
Architect, except as provided in Paragraph 5.2.
5.2 The Architect grants a limited license to the Owner for use and reproduction of any and all
portions of the Drawings, Specifications, and other documents prepared by the Architect for any
purpose associated with the Project or for future modifications to the Project. The Architect
assumes no liability for any changes made by the Owner or the Owner's agents to the Drawings,
Specifications, and other documents prepared by the Architect.
5.3 Submission or distribution of the Drawings, Specifications, and other documents prepared
by the Architect to meet official regulatory requirements or for other purposes in connection with this
Project is not to be construed as publication in derogation of the Architect's copyright or other
reserved rights.
5.4 The Owner acknowledges that the work represented in the AutoCAD R14 drawing files
referred to in Subparagraph 2.5.23 is original work protected by copyright and may not be used by
others for any purpose beyond those granted by the limited license described in Paragraph 5.2
without the expressed written consent of the Architect.
5.5 To the fullest extent permitted by law, in the event that the Owner permits the AutoCAD R14
drawing files to be changed or used in any way not expressly permitted by this Agreement (an
"Unpermitted Use "), then, in the event that any claim is brought by any party whatsoever against the
Architect arising out of such Unpermitted Use, the Owner shall pay for all costs of defense of the
Architect, and shall pay any and all judgements entered against the Architect arising out of an
Unpermitted Use. This provision shall be construed as an insurance provision, and not as an
indemnity provision, and shall be primary insurance.
Owner - Architect Agreement - 7
ARTICLE 6
TERMINATION, SUSPENSION OR ABANDONMENT
6.1 This Agreement may be terminated by either party upon not less than seven days' written
notice should the other party fail to perform in accordance with the terms of this Agreement through
no fault of the party initiating the termination.
6.2 This Agreement may be terminated by the Owner upon not less than seven days' written
notice to the Architect in the event that the Project is temporarily or permanently abandoned by the
Owner or for the Owner's convenience.
ARTICLE 7
INSURANCE
7.1 ARCHITECT'S INSURANCE REQUIREMENTS
7.1.1 The Architect, at its own expense, shall purchase and maintain the following insurance
coverage:
.1 Commercial Automobile Liability Insurance covering the use of the Architect's
respective owned, none - owned, or hired automobiles and other vehicles with limits of not
less than:
$1.000.000 Combined Single Limit for Bodily Injury including death resulting
therefrom and Property Damage.
.2 Insurance covering claims under the Worker's Compensation Act and Worker's
Occupational Disease Act with limits of not less than:
The minimum statutory limit under the Worker's Compensation Act; and $500,000
covering Employer's Liability for Accident and Occupational Disease.
.3 Commercial General Liability Insurance protecting the Architect and the Additional
Insureds described in Subparagraph 7.1.8 from any claims for damage to property and for
bodily injury including death, which may arise from operations under this Agreement,
whether such operations be by the Architect or anyone directly or indirectly employed by it.
This insurance shall cover all contractual obligations which the Architect has assumed under
this Agreement and shall specifically include the indemnification obligations set forth in
Subparagraph 7.1.7.
.1 This Commercial General Liability Insurance (excluding Automobile Liability)
shall include the following coverages and extensions:
.1 Premise /Operations;
.2 Independent Contractors;
.3 Contractual Liability;
.4 Personal Injury coverage ABC, including deletion of employee
exclusions; and
.6 Broad Form Property Damage.
Owner - Architect Agreement - 8
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.2 The following limit shall apply:
$2.000.000 General Aggregate Limit.
.4 Umbrella Liability Insurance coverage in the amount of $1.000.000 shall be provided
to include excess Automobile Liability, General Liability, and Employer's Liability.
.5 Professional Liability Insurance coverage in the amount of $1.000.000 for each claim
and $1.000.000 aggregate.
7.1.2 All insurance coverage shall be provided by an insurance company or companies lawfully
authorized to do business in the State of Illinois in which the Project is located, having policy holder
ratings no lower than "A" and financial ratings no lower than "XII" in the Best's Insurance Guide,
latest edition in effect as of the date of this Agreement, and to which the Owner has no reasonable
objection. A Certificate of Authority from the Director of the Illinois Department of Insurance
(Financial Corporate Regulatory Division, Illinois Department of Insurance, Springfield, IL, 217/782-
1757) shall be submitted for each company providing insurance (sample form attached hereto as
Exhibit B).
7.1.3 Before proceeding with any work, the Architect shall furnish to the Owner, Certificates of
Insurance on standard Acord forms, executed by insurance companies approved by the Owner, to
evidence coverage as set forth above and the waiver of subrogation required under Subparagraph
7.1.5. The Architect shall submit these certificates to the Owner. Certificates which deviate from
this form or which are incomplete will be returned for resubmission; however, it is understood that
failure to inform the Architect of deviations shall not relieve the Architect of its obligations under this
Agreement. The Architect shall keep its insurance in full force until all work is completed and
accepted by the Owner. All such insurance shall be modifiable or cancelable only on written notice
to the Owner from such insurance companies, mailed by Certified Mail to the Owner and other
certificate holders not less than sixty (60) days in advance of such modification of cancellation.
7.1.4 Any increase of amounts or type of insurance not described herein which the Owner,
Architect, or the Architect's Consultants require for their own protection or on account of statute shall
be their own responsibility and at their own expense. Any policy of insurance covering their own
machinery, tools, and equipment against loss by physical damage shall include an endorsement
providing that the Underwriters waive rights of subrogation against the Additional Insureds.
7.1.5 The Owner waives all rights against the Architect and its Consultants, agents and
employees, and the Architect waives all rights against the Owner and its agents and employees, for
damages caused by fire or other perils to the extent covered by insurance applicable to the Project,
except such rights as they may have to the proceeds of such insurance held by the Owner as
Trustee. The Architect agrees that any agreements between it and any Consultant shall provide that
the Consultant similarly waive all their rights in favor of everyone enumerated in this Article 7.
7.1.6 Each Certificate of Insurance shall be issued to cover the Owner, its employees, agents, and
officers.
7.1.7 The Architect, at its own expense, shall furnish and maintain insurance coverage which shall
defend, indemnify, protect, and save harmless, all and each of the Additional Insureds described
in Subparagraph 7.1.8 from and against any and all losses, damages, claims, penalties, expenses
(including attorneys' fees), injuries, and liabilities arising out of or in any way related to, or claimed
or alleged to arise out of or be in any way related to:
Owner - Architect Agreement - 9
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The failure or alleged failure of the Architect to perform its work in a safe and proper
manner, or so as to comply with all laws, ordinances, and regulations related to
health and /or safety referring to or governing such work (such as, though not limited
to, the Federal Occupational Safety and Health Act and rules and regulations
promulgated under any of the foregoing, and local ordinances relating to the
maintenance of danger or warning signals, barriers, lights, and similar safeguards
respecting falling materials and in and about all excavations, protruding nails, hoists
and /or elevators and /or similar devices, openings, scaffolding, stairways, and other
parts of the premises and adjacent areas where the same are required or
necessary); or
.2 Damage, destruction, or injury of any kind or nature to property, including damage
to the Project or other property of the Owner or Additional Insureds, and to property
adjoining the Project Site and including all damage from the obstruction of private
driveways, streets, and alleys, claimed to be in any way related to this Agreement or
the Architect's performance of this Agreement; or
.3 Liability imposed or sought to be imposed, by statute or otherwise, because of
damage to or destruction of tangible property, caused or occasioned directly or
indirectly by the Architect or its agents or employees, in the performance of work
under this Agreement, or claimed to have been caused by or through performance
by the Architect of its work or to have arisen out of the Architect's work, or to have
occurred in connection therewith, or resulting from use by the Architect of any
materials, tools, hoists, ladders, implements, appliances, scaffolding ways, works,
machinery, or other property of the Owner or any Additional Insureds; or
.4 Liability imposed or sought to be imposed, by statute or otherwise, because of bodily
injuries, including death at any time resulting therefrom, sustained by any person
whatsoever (including any employee of the Architect) while at or on the premises
where work under this Agreement is conducted, or elsewhere while engaged in the
performance of such work, including but not limited to such injuries as are caused
by the sole and /or concurrent negligence of other contractors, subcontractors, or any
Consultants, whether attributable to a breach of statutory duty or administrative
regulations or otherwise, and such injuries for which liability is imputed to the Owner
or any Additional Insureds; or
.5 Any lien, claim, demand, or other liability which is asserted by any independent
contractor on the Project and which arises, or is claimed to arise, out of any act or
omission of the Architect.
7.1.8 The Architect's Certificate of Insurance shall list as Additional Insureds by name:
Village of Buffalo Grove
and include the following language:
... and all their officers, partners, employees, and agents.
7.1.9 Each failure, damage, destruction, injury, liability, lien, claim, and demand, and allegations
thereof, set forth in any one or more of the five clauses above (7.1.7.1 through 7.1.7.5) is and
constitutes a separate and distinct matter as to which the Owner and Additional Insureds are entitled
to be defended, indemnified, protected, and saved harmless by the Architect.
Owner - Architect Agreement - 10
7.1.10 The provisions of this Article 7 are in addition to and not in derogation of any rights of
indemnification and /or reimbursement and /or contribution which the Owner or any Additional Insured
may otherwise have by virtue of any agreement, arrangement, or understanding, or by virtue of
statute, rule, or regulation, or at law or in equity.
7.1.11 If the Owner or Additional Insureds have other insurance which is applicable to a loss, it shall
be on an excess or contingent basis. The amount of the Architect's liability under this policy shall
not be reduced by the existence of such other insurance.
ARTICLE 8
MISCELLANEOUS PROVISIONS
8.1 Unless otherwise provided, this Agreement shall be governed by the laws, ordinances, rules,
regulations, and orders of the State of Illinois, the County of Cook, and the Village of Buffalo Grove.
8.2 Terms in this Agreement shall have the meaning given in Exhibit C entitled "Glossary of
Terms ".
8.3 The General Conditions referenced in this Agreement are the Owner's standard General
Conditions as modified for this Project.
8.4 Causes of action between the parties to this Agreement pertaining to acts or failures to act
shall be deemed to have accrued and the applicable statutes of limitations shall commence to run
not later than either the date of Substantial Completion for acts or failures to act occurring prior to
Substantial Completion, or the date of issuance of the final payment for acts or failures to act
occurring after Substantial Completion.
8.6 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns
and legal representatives to the other party to this Agreement and to the partners, successors,
assigns and legal representatives of such other party with respect to all covenants of this
Agreement. Neither the Owner nor Architect shall assign this Agreement without the written consent
of the other.
8.6 This Agreement represents the entire and integrated agreement between the Owner and
Architect and supersedes all prior negotiations, representations or agreements, eitherwritten or oral.
This Agreement may be amended only by written instrument signed by both Owner and Architect.
8.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause
of action in favor of a third party against either the Owner or Architect.
8.8 The Architect may include representations of the design of the Project, including
photographs of the exterior and interior, among the Architect's promotional and professional
materials.
Owner - Architect Agreement - 11
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ARTICLE 9
PAYMENTS TO THE ARCHITECT
9.1 PAYMENTS ON ACCOUNT OF SERVICES
9.1.1 Payments for services shall be made monthly and, where applicable, shall be in proportion
to services performed within each phase of service, on the basis set forth in Subparagraph 10.1.1.
9.2 REIMBURSABLE EXPENSES
9.2.1 Reimbursable Expenses are in addition to compensation for services and include expenses
incurred by the Architect and Architect's employees and consultants in the interest of the Project,
as identified in the following Clauses.
9.2.1.1 Expense of printing Contract Documents and other documents.
9.2.1.2 Expense of delivering Contract Documents and other documents by U.S. Postal
Service or other Owner approved delivery service.
9.2.1.3 Expense of long distance phone calls.
9.2.2 The expenses identified in the following Clauses are considered part of services and shall
not be paid for as reimbursable expenses.
9.2.2.1 Expense of office automation systems including fax machines and computer aided
design and drafting systems.
9.2.2.2 Expense of insurance.
9.2.2.3 Expense of travel within 50 miles of the Project Site.
9.2.2.4 Expense of legal counsel.
9.2.3 Payments on account of the Architect's Reimbursable Expenses shall be made monthly
upon the Owner's approval of the Architect's statement of Reimbursable Expenses incurred. The
Architect's statement shall include detailed supporting documentation for each Reimbursable
Expense.
9.3 PAYMENTS WITHHELD
9.3.1 No deductions shall be made from the Architect's compensation on account of penalty,
liquidated damages or other sums withheld from payments to contractors, or on account of the cost
of changes in the Work other than those for which the Architect may be liable.
9.4 ARCHITECT'S ACCOUNTING RECORDS
9.4.1 Records of Reimbursable Expenses shall be available to the Owner or the Owner's
authorized representative at mutually convenient times.
Owner - Architect Agreement - 12
ARTICLE 10
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
10.1 COMPENSATION
10.1.1 For services, as described in this Agreement, compensation shall be computed as follows:
A lump sum fixed fee of Seventy -Two Thousand and no /100 Dollars ($72,000.00) to be paid as
follows:
Phase
Percentage
Dollar Amount
Schematic Design Phase:
15%
$
10,800.00
Design Development Phase:
20%
$
14,400.00
Contract Documents Phase:
40%
$
28,800.00
Bidding Phase:
5%
$
3,600.00
Construction Phase:
20%
$
14.400.00
TOTAL LUMP SUM FIXED FEE
100%
$
72,000.00
10.1.2 The lump sum fixed fee stated in Subparagraph 10.1.1 is calculated as nine percent ( 9% )
of an assumed Construction Cost of Eight Hundred Thousand and no /100 Dollars ( $800,000.00 ).
Upon final payment to the Contractor, the lump sum fixed fee shall be adjusted to nine percent
( 9% ) of the Contract Sum if the Contract Sum is less than or equal to Eight Hundred Thousand and
no /100 Dollars ( $800,000.00 ) or to eight and three quarters percent ( 8.75% ) of the Contract Sum
if the Contract Sum is greater than Eight Hundred Thousand and no /100 Dollars ( $800,000.00 ).
If no Owner - Contractor Agreement is awarded, the lump sum fixed fee shall be adjusted to nine
percent ( 9% ) of the latest estimate of the Construction Cost.
10.2 COMPENSATION FOR ADDITIONAL SERVICES
10.2.1 For additional services of the Architect, compensation shall be computed as follows (or as
agreed by the Owner and Architect):
Senior Partner / PM:
$135.00 per hour
Principal / PM:
$110.00 per hour
Project Architect / Designer:
$
90.00 per hour
Job Captain:
$
70.00 per hour
Intern Architect II
$
60.00 per hour
Administrative Assistant
$
55.00 per hour
Intern Architect 1
$
50.00 per hour
10.2.2 For additional services of the Architect's consultants, a multiplier of one and one quarter
( 1.25 ) times the consultant's fee shall be used.
10.2.3 The Architect shall prepare necessary documents for and make presentations to the Village
of Buffalo Grove Plan Commission, Zoning Board of Appeals, and Board of Trustees.
Compensation for preparation of special documents and exhibits for, and presentations to the
Village of Buffalo Grove Plan Commission, Zoning Board of Appeals, and Board of Trustees shall
be calculated using the hourly rates listed in Subparagraph 10.2.1.
Owner - Architect Agreement - 13
10.3 REIMBURSABLE EXPENSES
10.3.1 For Reimbursable Expenses, as described in Paragraph 9.2, a multiplier of one and one
tenth (1.1 ) times the expenses incurred by the Architect, the Architect's employees and consultants
in the interest of the Project shall be used
10.4 ADDITIONAL PROVISIONS
10.4.1 Payments are due and payable in accordance with the Illinois Prompt Payment Act.
ARTICLE 11
OTHER CONDITIONS
11.1 EXHIBITS
11.1.1 Exhibit A entitled "Preliminary Project Schedule" is attached hereto and made apart hereof.
11.1.2 Exhibit B entitled "Sample Certificate of Authority" is attached hereto and made apart hereof.
11.1.3 Exhibit C entitled "Glossary of Terms" is attached hereto and made a part hereof.
11.1.4 Exhibit D entitled "Required Affirmations" is attached hereto and made a part hereof.
Exhibit D shall be separately signed and notarized.
11.2 PROJECT PERSONNEL
11.2.1 The following personnel shall be assigned to the Project with the roles listed. Personnel
shall not be appointed or replaced without written consent of the Owner and Architect which consent
shall not be unreasonably withheld.
.1 John Bosman:
.2 Evert Lindberg:
.3 Jack Weyrauch
Principal / PM
Project Architect / Designer
Owner's Representative
This Agreement entered into as of the day and year first written above.
VILLAGE OF BUFFALO GROVE
By: V VvwTfflwi I ` - _-0W-v-,-J
William R. Balling, Village 4T nager
Revised 2/8/01
SENTE & RUBEL, LTD.
i
By:
Carol A. Sente, Principal
Owner - Architect Agreement - 14
EXHIBIT A
PRELIMINARY PROJECT SCHEDULE
The following milestone dates form the Preliminary Project Schedule:
May 1, 2001
Start Schematic Design Phase
June 1, 2001
Start Design Development Phase
June 20, 2001
Start Plan Commission Review
August 1, 2001
Start Construction Documents Phase
October 29, 2001
Bid Opening
November 5, 2001
Award Construction Contract
November 19, 2001
Start Construction
May 1, 2002
Substantial Completion
May 31, 2002
Final Completion
- End of Exhibit A -
Owner - Architect Agreement - 15
0 EXHIBIT B 0
SAMPLE CERTIFICATE OF AUTHORITY
&Vrrr oFLvs
Whereas, the
located at
has complied with all the
Company:
NOW, THEREFORE, I, the ders
do hereby authorize the sa' o pany to
under Clause(s)
of Section 4 of the Illinois InSN
thereof. ,
. , ir�We State of Illinois
Code' applicable to said
Direc of In rance he State of Illinois,
act its a opriate bus ess as set forth
in this State, in accordance with the laws
In Testimony Whereof, I hereto set
my hand and cause to be affixed the Seal
of my office. Done at the City of
Springfield, this day of
Blank #87B- Certificate of Authority - Domestic Companies
IL446 -0051 (Rev. 8/99)
(l�nmar_Orrhitcr•4 anracencn� _
20
Director of Insurance
EXHIBIT C
GLOSSARY OF TERMS
NOTE: References to the Construction Manager may not be applicable to every Agreement
Addendum: A written or graphic instrument issued prior to the execution of an Owner - Contractor
Agreement which modifies or interprets the Contract Documents.
Application for Payment: A Contractor's individual request for payment for completed portions of
the Work and /or stored materials.
Bid: A complete and properly signed Bid Form, submitted in accordance with the requirements of
the Contract Documents, to perform the Work or designated portion thereof for the amount or
amounts stipulated therein.
Bid Form: The form included in the Contract Documents to be completed, properly signed, and
submitted as a Bidder's Bid.
Bidder: A person or entity who submits a Bid to perform the Work or designated portion thereof
Bidding Phase: The phase during which competitive bids are sought as the basis for awarding an
Owner - Contractor Agreement.
Certificate for Payment: A written statement from the Architect and Construction Manager to the
Owner confirming the amount of money due a Contractor.
Change Order: An amendment to an Owner - Contractor Agreement authorizing a change in the
Work or an adjustment in the Contract Sum or the Contract Time.
Claim: A demand or assertion by one of the parties seeking, as a matter of right, adjustment or
interpretation of Agreement terms, payment of money, extension of time or other relief with respect
to the terms of the Agreement.
Commencement Date: The Commencement Date shall be three business days after deposit in
the regular U.S. mail of the Notice of Award to a Contractor.
Construction Change Directive: A written order directing a change in the Work and stating a
proposed basis for adjustment, if any, in a Contract Sum or Contract Time.
Construction Cost: The total of the final Contract Sums paid by the Owner to the Contractors
under the Owner - Contractor Agreements.
Construction Documents: Drawings and Specifications setting forth in detail the requirements for
the construction of the Project.
Construction Documents Phase: The phase during which the Construction Documents are
prepared and approved and the Contract Documents are prepared.
Owner - Architect Agreement - 17
Construction Phase: The phase commencing with the award of the initial Owner- Contractor
Agreement and issuance of required permits by all public authorities having jurisdiction. and ending
upon final payment to all Contractors.
Contract Documents: The Contract Documents consist of an Owner - Contractor Agreement,
Invitation to Bid, Instructions to Bidders, Bid Form, General Conditions, Supplementary Conditions,
Drawings, Specifications, Addenda, and Modifications issued after execution of an Owner -
Contractor Agreement.
Contract Sum: The sum stated in an Owner - Contractor Agreement, and, including authorized
adjustments, is the total amount payable by the Owner to a Contractor for performance of the Work
or designated portion thereof under the Contract Documents.
Contract Time: The period of time, including authorized adjustments, allotted in the Contract
Documents from the Commencement Date to Final Completion of the Work.
Contractor: A person or entity responsible for performing the Work or designated portion thereof
under an Owner - Contractor Agreement.
Design Development Documents: Drawings and other documents which fix and describe the size
and character of the entire Project as to architectural, civil, structural, mechanical, plumbing,
electrical, and landscaping systems, materials, and such other elements as may be appropriate.
Design Development Phase: The phase during which the Design Development Documents are
prepared and approved.
Direct Personnel Expense: The direct salaries of the Architect's or Construction Manager's
personnel engaged on the Project and the portion of the cost of their mandatory and customary
contributions and benefits related thereto, such as employment taxes and other statutory employee
benefits, insurance, sick leave, holidays, vacations, pensions, and similar contributions and benefits.
Drawings: When capitalized, the graphic and pictorial portions of the Contract Documents
depicting the design, location, and dimensions of the elements of the Project. Drawings generally
include plans, elevations, sections, details, schedules, and diagrams.
Final Completion: The condition in which the entire Work is complete in accordance with the terms
and conditions of the Contract Documents and all the Contractors' obligations under the Owner -
Contractor Agreements have been fulfilled and final payments have been issued to the Contractors.
General Conditions: That part of the Contract Documents which sets forth many of the rights,
responsibilities, and relationships of the parties, particularly those provisions which are common to
many construction projects.
Instructions to Bidders: The portion of the Contract Documents containing instructions for
preparing and submitting Bids for the Work or designated portion thereof.
Invitation to Bid: The portion of the Contract Documents soliciting Bids for the Work or designated
portion thereof.
Minor Change in the Work: Changes in the Work not involving an adjustment in a Contract Sum
or Contract Time.
Owner - Architect Agreement - 18
• r
Modification: A Modification is (1) a written amendment to an Owner - Contractor Agreement signed
by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for
a Minor Change in the Work issued by the Architect.
Notice of Award: A written notification to a Contractor of award of an Owner - Contractor
Agreement.
Owner - Contractor Agreement: The document stating the terms of the contract between the
Owner and a Contractor which may incorporate by reference other documents.
Pre - Construction Phase: The phase commencing with the execution of the Owner- Construction
Manager Agreement and ending upon award of the initial Owner - Contractor Agreement and
issuance of required permits by all public authorities having jurisdiction.
Product Data: Drawings, diagrams, schedules and other data specially prepared for the Work by
the Contractor or a Subcontractor, Sub - subcontractor, manufacturer, supplier or distributor to
illustrate some portion of the Work.
Project: The Project is the total construction of which the Work performed under the Contract
Documents may be the whole or a part and which may include construction by the Owner or by
separate contractors.
Project Application for Payment: The Construction Manager's request for payment for completed
portions of the Work and /or stored materials for the entire Project based on each Contractor's
individual Application for Payment as certified by the Architect..
Project Budget: The total cost to the Owner for completion of the Project including the
Construction Cost; the Architect's or Construction Manager's Fees and Reimbursable Expenses;
furniture, furnishings, and equipment; land; the Owner's overhead and other expenses; and
contingencies.
Project Certificate for Payment: A written statement from the Architect and Construction Manager
to the Owner confirming the amount of money due each and every Contractor.
Project Manual: The volume assembled for the Work which includes the Owner - Contractor
Agreement, Invitation to Bid, Instructions to Bidders, Bid Form, General Conditions, Supplementary
Conditions, and Specifications.
Project Schedule: A critical -path schedule, showing start and finish dates, which coordinates and
integrates every activity required to complete the entire Project. Activities include the Construction
Manager's services, the Architect's services, the Owner's responsibilities, phasing and sequencing
of each Contractor's construction activities, ordering and delivery of products having long lead times,
and the occupancy requirements of the Owner.
Project Site: The geographical location of the Project.
Record Drawings: The Drawings portion of the Construction Documents revised to show significant
changes made during the construction process.
Reimbursable Expense: Amounts expended for or on account of the Project which are to be
reimbursed by the Owner.
Owner - Architect Agreement - 19
Samples: Physical examples which illustrate materials, equipment or quality of execution and
establish standards by which the Work will be judged.
Schematic Design Documents: Drawings and other documents illustrating the scale and
relationship of Project components.
Schematic Design Phase: The phase during which the Owner's requirements are determined and
the Schematic Design Documents are prepared and approved.
Shop Drawings: Drawings, diagrams, schedules and other data specially prepared for the Work
by the Contractor or a Subcontractor, Sub - subcontractor, manufacturer, supplier or distributor to
illustrate some portion of the Work.
Specifications: The portion of the Contract Documents consisting of written requirements for
materials, equipment, construction systems, standards, and quality of execution for the Work, and
performance of related services..
Subcontractor: A person or entity who has a direct contract with a Contractor to perform a portion
of the Work at the Project Site.
Substantial Completion: The stage in the progress of the Work when the Work or designated
portion thereof is sufficiently complete in accordance with the Contract Documents so the Owner
can occupy or utilize the Work for its intended use. In addition, Substantial Completion is contingent
upon a Certificate of Occupancy being issued by all public authorities having jurisdiction, unless
issuance of a Certificate of Occupancy is being withheld for reasons that are solely the Owner's
responsibility.
Sub - subcontractor: A person or entity who has a direct or indirect contract with a Subcontractor
to perform a portion of the Work at the Project Site.
Supplementary Conditions: That part of the Contract Documents which supplements and may
also modify, change, add to, or delete from provisions of the Contract Documents.
Work: The construction and services required by the Contract Documents, whether completed or
partially completed, and includes all other labor, materials, equipment, and services provided or to
be provided by a Contractor or Contractors to fulfill the Contractor's obligations. The Work may
constitute the whole or a part of the Project.
- End of Exhibit C -
Owner - Architect Agreement - 20
EXHIBIT D
REQUIRED AFFIRMATIONS
ETHICS STATEMENT
The undersigned hereby represents and warrants to the Owner as a term and condition of
acceptance of this proposal that none of the following Village officials are either an officer, director,
or owner of five percent (5 %) or more of our company: the Village President, the members of the
Village Board of Trustees, the Village Clerk, the Village Treasurer, the members of the Zoning Board
of Appeals and the Plan Commission, the Village Manager and his Assistants, and the heads of
various departments within the Village. If the foregoing representation and warranty is inaccurate,
state the name of the Village official who is either an officer, director, or owner of five percent (5 %)
or more thereof: (official)
The undersigned further warrants that we have not employed or retained any company or person,
other than a bona fide employee working solely for us, to solicit or secure this Agreement, and that
we have not paid or agreed to pay any company or person, other than a bona fide employee working
solely for us, any fee, commission, percentage, brokerage fee, gifts, or any other consideration,
contingent upon or resulting from the award of this Agreement. For breach or violation of this
warranty, the Owner shall have the right to annul this Agreement without liability.
PUBLIC ACT 85 -1295 - PUBLIC CONTRACTS - BID RIGGING
AND ROTATING - KICKBACKS - BRIBERY
The undersigned does hereby certify that we are not barred from proposing as a result of a violation
of either Section 5/33E -3 or 5/33E -4 of Chapter 720, Illinois Compiled Statutes.
PUBLIC CONTRACTS
SECTION 5/11- 42.1 -1 OF CHAPTER 65, ILLINOIS COMPILED STATUTES
The undersigned does hereby swear and affirm that: (1) we are not delinquent in the payment of any
tax administered by the Illinois Department of Revenue or (2) are contesting in accordance with the
procedures established by the appropriate revenue Act, our liability for the tax or the amount of the
tax. The undersigned further understands that making a false statement herein: (1) is a Class A
Misdemeanor and (2) voids this Agreement and allows the Owner to recover all amounts paid to us
under this Agreement.
Subscribed and Sworn to before me on
this of j 200
Notary Public
"OFFICIAL SEAL"
Mary Karen Donovan
Notary Public, State of Illinois
My Commission Expires 10/23/02
SENTE EL, TD.
By:
Carol A. Sente, Principal
- End of Exhibit D -
- End of Owner - Architect Agreement -
Owner - Architect Agreement - 21