R-22-55VILLAGE OF DEERFIELD
RESOLUTION NO. 2022- R-22-55
APPROVING PROFESSIONAL SERVICES AGREEMENT WITH
THE HEZNER CORPORATION, INC. FOR
ARCHITECTURE AND DESIGN SERVICES FOR THE REMODEL OF THE
POLICE STATION COMMUNICATIONS CENTER
WHEREAS, the Village of Deerfield ("Village') is a home rule municipality in
accordance with Article VII, Section 6 of the Constitution of the State of Illinois of 1970; and
WHEREAS, the Village desires to retain a firm to provide architecture and design
services for the remodel and expansion of the police station communications center
("Services'); and
WHEREAS, the Village received a proposal from Hezner Corporation, Inc., of
Libertyville, Illinois ("Consultant's to provide the Services; and
WHEREAS, the Village and Consultant desire to enter into an agreement for the
provision of the Services by Consultant ("Agreement'); and
WHEREAS, the Mayor and Board of Trustees have determined that entering into the
Agreement with Consultant will serve and be in the best interest of the Village and its
residents;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows:
SECTION 1: RECITALS. The Village Board hereby adopts the foregoing recitals as
its findings, as if fully set forth herein.
SECTION 2: APPROVAL OF AGREEMENT. Pursuant to the Village's home rule
authority, the Agreement by and between the Village and Consultant is hereby approved in
substantially the form attached to this Resolution as Exhibit A, and in a final form and
substance acceptable to the Village Manager and the Village Attorney.
SECTION 3: AUTHORIZATION TO EXECUTE AGREEMENT. The Mayor and
the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the
Village, the final Agreement upon receipt by the Village Clerk of at least one original copy of
the final Agreement executed by Consultant; provided, however, that if the executed copy of
the final Agreement is not received by the Village Clerk within 60 days after the effective
date of this Resolution, then this authority to execute and attest will, at the option of the
Mayor and Board of Trustees, be null and void.
SECTION 4: EFFECTIVE DATE. This Resolution shall be in full force and effect
from and after its passage and approval according to law.
[SIGNATURE PAGE FOLLOWS]
{00128685.1)
AYES: Benton, Berg, Jacoby, Oppenheim, Seiden
NAYS: None
ABSTAIN: None
ABSENT: Metts-Childers
PASSED: October 17, 2022
APPROVED: October 17, 2022
RESOLUTION NO: R-22-55
Dan' C. Shapiro, Mayor
ATTEST:
Ken S. Street, V .lage Clerk
{00128685.11
EXHIBIT A
AGREEMENT
{00128685.1)
VILLAGE OF DEERFIELD
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement') is dated as of
the j 9 day of po 6er 2022, and is by and between the VILLAGE OF
DEERFIELD, an Illinois home rule municipal corporation ("Village'), and the Consultant
identified in Section 1.A of this Agreement.
IN CONSIDERATION OF the recitals and the mutual covenants and agreements
set forth in this Agreement, and pursuant to the Village's statutory and home rule powers,
the parties agree as follows:
SECTION 1.
CONSULTANT.
A. Enaiaciement of Consultant. The Village desires to engage the Consultant
identified below to perform and to provide all necessary professional consulting services
to perform the work in connection with the project identified below:
Consultant Name ("Consultant'j: The Hezner Corporation, Inc.
Address: 678 Broadway Street, Suite 100, Libertyville, IL 60048
Telephone No.: 847-918-3800 x110
Cell No.: 847-772-1038 — Kurt Hezner, Architect
Project Name/Description: Architectural Services for the Remodel and
Expansion of the Existing Communications Center of the Police Department
Agreement Amount: $52,211.00
B. Project Description. The design and architecture services for the remodel
and expansion of the existing Communications Center and the Village's Police
Department, which services shall include the following (collectively, the "Services'):
Design Services: The Consultant shall provide all required
architecture and design services based upon the Village's program
and construction budget for the Project. The design services shall
include preparing diagrams, sketches, and drawings to illustrate and
define the aesthetics and size of the Project. The Design Services
shall be completed by Consultant by November 28, 2022.
2. Construction Documents Services: The Consultant shall prepare
construction documents consisting of drawings and specifications,
including plans, elevations, and sections, sufficient in detail to bid
and construct the Project. The Construction Document Services
shall be completed by Consultant by January 20, 2023.
(00128509.31
3. Bidding: The Consultant shall assist the Village in the preparation
and assembly of documents to be issued for bids.
4. Construction Administration: The Consultant shall provide
construction administration services on behalf of the Village during
the construction phase of the Project.
5. Services Not Included. The Services do not include the Consultant
providing specialized environmental or hazardous materials
services, whether through its own personnel or subcontractors.
C. Representations of Consultant. The Consultant represents that it is
financially solvent, has the necessary financial resources, and is sufficiently experienced
and competent to perform and complete the Services in a manner consistent with the
standards of professional practice by recognized consulting firms providing services of a
similar nature.
SECTION 2. SCOPE OF SERVICES.
A. Retention of the Consultant. The Village retains the Consultant to
perform, and the Consultant agrees to perform, the Services.
B. Services. The Consultant shall provide the Services pursuant to the terms
and conditions of this Agreement.
C. Commencement, Tenn. The Consultant shall commence the Services
upon the execution of this Agreement ("Commencement Date') and provide the
Services through the completion of the Project unless terminated earlier pursuant to
Section 7.D of this Agreement (the "Term'). The Village and Consultant may mutual
agree in writing to renew the Agreement for up to two additional one-year terms.
D. Reporting. The Consultant shall regularly report to the Village Manager, or his
designee, regarding the progress of the Services during the term of this Agreement.
SECTION 3. COMPENSATION AND METHOD OF PAYMENT.
A. Agreement Amount. The total amount paid by the Village for the Services
pursuant to this Agreement shall not exceed the amount identified as the Agreement
Amount in Section 1.A of this Agreement. No claim for additional compensation shall be
valid unless made in accordance with Sections 3.D or 3.E of this Agreement.
B. Invoices and Payment. The Consultant shall submit invoices in an
approved format to the Village for costs incurred by the Consultant in performing the
Services. The amount billed in each invoice for the Services shall be based solely as set
forth below. The Village shall pay to the Consultant the amount billed in accordance with
the Illinois Prompt Payment Act, 50 ILCS 505/1 et seq., after receiving such an invoice.
The Consultant shall bill the Village as follows:
(00128509.31 2
Contemporaneous with the execution of the Agreement by the
Village: $4,000.00
2. Upon the completion and approval by the Village of the Construction
Documents: $40,400.00
3. Upon the award of a construction contract: $3,906.00
4. Upon the completion and acceptance of the construction by the
Village: $3,905.00.
C. Reimbursable Expenses. The Village shall reimburse the Consultant for
its out-of-pocket expenses directly attributable to the Services at the actual cost incurred
by the Architect plus 10 percent, including but not limited to printing and plotting,
messenger delivery services, permit review fees, and permit costs, etc., provided that: (i)
the Consultant obtains the prior written approval of the Village for any reimbursable
expenses; and (ii) provides the Village invoices and other records showing a detailed
breakdown of all reimbursable expenses when seeking reimbursement.
D. Records. The Consultant shall maintain records showing actual time
devoted and costs incurred, and shall permit the Village to inspect and audit all data and
records of the Consultant for work done pursuant to this Agreement. The records shall
be made available to the Village at reasonable times during the term of this Agreement,
and for one year after the termination of this Agreement.
E. Claim In Addition To Acireement Amount.
1. The Consultant shall provide written notice to the Village of any claim
for additional compensation as a result of action taken by the Village, within 15 days after
the occurrence of such action.
2. The Consultant acknowledges and agrees that: (a) the provision of
written notice pursuant to Section 3.D.1 of this Agreement shall not be deemed or
interpreted as entitling the Consultant to any additional compensation; and (b) any
changes in the Agreement Amount shall be valid only upon written amendment pursuant
to Section 8.A of this Agreement.
3. Regardless of the decision of the Village relative to a claim submitted
by the Consultant, the Consultant shall proceed with all of the work required to complete
the Services under this Agreement, as determined by the Village, without interruption.
F. Additional Services. The Consultant acknowledges and agrees that the
Village shall not be liable for any costs incurred by the Consultant in connection with any
services provided by the Consultant that are outside the scope of this Agreement
("Additional Services'j, regardless of whether such Additional Services are requested
or directed by the Village, except upon the prior written consent of the Village.
{00128509.3) 3
G. Taxes Benefits and Royalties. Each payment by the Village to the
Consultant includes all applicable federal, state, and Village taxes of every kind and
nature applicable to the Services, as well as all taxes, contributions, and premiums for
unemployment insurance, old age or retirement benefits, pensions, annuities, or similar
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 claims or rights to claim additional
compensation by reason of the payment of any such tax, contribution, premium, cost,
royalty, or fee are hereby waived and released by the Consultant.
H. Final Acceptance. The Services, or, if the Services are to be performed in
separate phases, each phase of the Services, shall be considered complete on the date
of final written acceptance by the Village of the Services or each phase of the Services,
as the case may be, which acceptance shall not be unreasonably withheld or delayed.
SECTION 4. PERSONNEL,• SUBCONTRACTORS.
A. Key Proiiect Personnel. Kurt Hezner ("Key Project Personnel') shall be
primarily responsible for carrying out the Services on behalf of the Consultant. The Key
Project Personnel shall not be changed without the Village's prior written approval.
B. Availability of Personnel. The Consultant shall provide all personnel
necessary to complete the Services including, without limitation, any Key Project
Personnel identified in this Agreement. The Consultant 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 Consultant shall have no claim for
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, reassignment, or resignation.
C. Approval and Use of Subcontractors. The Consultant shall perform the
Services with its own personnel and under the management, supervision, and control of
its own organization unless otherwise approved in advance by the Village in writing.
Except for those subcontractors set forth in Exhibit A, all subcontractors and subcontracts
used by the Consultant shall be acceptable to, and approved in advance by, the Village.
The Village's approval of any subcontractor or subcontract shall not relieve the Consultant
of full responsibility and liability for the provision, performance, and completion of the
Services as required by this Agreement. All Services performed under any subcontract
shall be subject to all of the provisions of this Agreement in the same manner as if
performed by employees of the Consultant. For purposes of this Agreement, the term
"Consultant" shall be deemed also to refer to all subcontractors of the Consultant, 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 and
{00128509.31 4
consistent with commonly accepted professional practices, the Consultant shall
immediately upon notice from the Village remove and replace such personnel or
subcontractor. The Consultant shall have no claim for damages, for compensation in
excess of the amount contained in this Agreement, or for a delay or extension of the Time
of Performance as a result of any such removal or replacement.
SECTION 5. CONFIDENTIAL INFORMATION.
A. Confidential Information. 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: (1) to have been rightfully in the possession of the
Consultant from a source other than the Village prior to the time of disclosure of such
information to the Consultant pursuant to this Agreement ( "Time of Disclosure'); (2) to
have been in the public domain prior to the Time of Disclosure; (3) 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 the part of the
Consultant or the Village; or (4) to have been supplied to the Consultant after the Time of
Disclosure without restriction by a third party who is under no obligation to the Village to
maintain such information in confidence.
B. No Disclosure of Confidential Information by the Consultant. The
Consultant acknowledges that it shall, in performing the Services for the Village under
this Agreement, have access, or be directly or indirectly exposed, to Confidential
Information. The Consultant shall hold confidential all Confidential Information and shall
not disclose or use such Confidential Information without the express prior written consent
of the Village. The Consultant shall use reasonable measures at least as strict as those
the Consultant uses to protect its own confidential information. Such measures shall
include, without limitation, requiring employees and subcontractors of the Consultant to
execute a non -disclosure agreement before obtaining access to Confidential Information.
SECTION 6. STANDARD OF SERVICES AND INDEMNIFICATION.
A. Representation and Certification of Services. The Consultant
represents and certifies that the Services shall be performed in accordance with the
standards of professional practice, care, and diligence practiced by recognized consulting
firms in performing services of a similar nature in existence at the Time of Performance.
The representations and certifications expressed shall be in addition to any other
representations and certifications expressed in this Agreement, or expressed or implied
by law, which are hereby reserved unto the Village.
B. Indemnification. The Consultant shall, and does hereby agree to,
indemnify, save harmless, and defend the Village against all damages, liability, claims,
(00128509.3) 5
losses, and expenses (including attorneys' fees) that may arise, or be alleged to have
arisen, out of or in connection with the Consultant's performance of, or failure to perform,
the Services or any part thereof, or any failure to meet the representations and
certifications set forth in Section 6.A of this Agreement; provided, however, that this
indemnity does not and will not apply to willful misconduct or gross negligence on the part
of the Village.
C. Insurance. The Consultant shall provide, at its sole cost and expense,
liability insurance in the aggregate amount of $1,000,000, which insurance shall include,
without limitation, protection for all activities associated with the Services. The insurance
shall be for a minimum of $1,000,000 per occurrence for bodily injury and $1,000,000 per
occurrence for property damage. The Consultant shall cause the Village to be named as
an additional insured on the insurance policy described in this Section 6.C. Not later than
10 days after the Commencement Date, the Consultant shall provide the Village with
either: (a) a copy of the entire insurance policy; or (b) a Certificate of Insurance along with
a letter from the broker issuing the insurance policy to the effect that the Certificate
accurately reflects the contents of the insurance policy. The insurance coverages and
limits set forth in this Section 6.0 shall be deemed to be minimum coverages and limits,
and shall not be construed in any way as a limitation on the Consultant's duty to carry
adequate insurance or on the Consultant's liability for losses or damages under this
Agreement. See attached Exhibit B.
D. No Personal Liability. No elected or appointed official or employee of the
Village shall be personally liable, in law or in contract, to the Consultant as the result of
the execution of this Agreement.
SECTION 7. CONSULTANT AGREEMENT GENERAL PROVISIONS.
A. Relationship of the Parties. The Consultant shall act as an independent
contractor in providing and performing the Services. Nothing in, nor done pursuant to,
this Agreement shall be construed: (1) to create the relationship of principal and agent,
employer and employee, partners, or joint venturers between the Village and Consultant;
or (2) to create any relationship between the Village and any subcontractor of the
Consultant.
B. Conflict of Interest. The Consultant represents and certifies that, to the
best of its knowledge: (1) no elected or appointed Village official, employee or agent has
a personal financial interest in the business of the Consultant or in this Agreement, or has
personally received payment or other consideration for this Agreement; (2) as of the date
of this Agreement, neither Consultant nor any person employed or associated with
Consultant has any interest that would conflict in any manner or degree with the
performance of the obligations under this Agreement; and (3) neither Consultant nor any
person employed by or associated with Consultant shall at any time during the term of
this Agreement obtain or acquire any interest that would conflict in any manner or degree
with the performance of the obligations under this Agreement.
{00128509.31 6
C. No Collusion. The Consultant represents and certifies that the Consultant
is not barred from contracting with a unit of state or local government as a result of: (1) a
delinquency in the payment of any tax administered by the Illinois Department of
Revenue, unless the Consultant is contesting, in accordance with the procedures
established by the appropriate revenue act, its liability for the tax or the amount of the tax,
as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-
1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the
Criminal Code of 1961, 720 ILCS 5/33E-1 et seq. The Consultant 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 Consultant has, in procuring this Agreement, colluded with any other
person, firm, or corporation, then the Consultant shall be liable to the Village for all loss
or damage that the Village may suffer, and this Agreement shall, at the Village's option,
be null and void.
D. Termination. Notwithstanding any other provision hereof, the Village may
terminate this Agreement at any time upon 15 days written notice to the Consultant. In
the event that this Agreement is so terminated, the Consultant shall be paid for Services
actually performed and reimbursable expenses actually incurred, if any, prior to
termination, not exceeding the value of the Services completed, which shall be
determined on the basis of the following rates:
Principal — Project Architect: $175.00 per hour
Project Engineer: $150.00 per hour
Associate Architect: $135.00 per hour
Clerical: $100.00 per hour
E. Compliance With Laws and Grants.
1. Compliance with Laws. The Consultant 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: any
applicable prevailing wage laws; the Fair Labor Standards Act; any statutes regarding
qualification to do business; any statutes requiring preference to laborers of specified
classes; any statutes prohibiting discrimination because of, or requiring affirmative action
based on, race, creed, color, national origin, age, sex, or other prohibited classification,
including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§
12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. The
Consultant shall also comply with all conditions of any federal, state, or local grant
received by the Village or the Consultant with respect to this Agreement or the Services.
(00128509.3) 7
Further, the Consultant shall have a written sexual harassment policy in compliance with
Section 2-105 of the Illinois Human Rights Act.
2. Liability for Noncompliance. The Consultant shall be solely liable for
any fines or civil penalties that are imposed by any governmental or quasi -governmental
agency or body that may arise, or be alleged to have arisen, out of or in connection with
the Consultant's; or any of its subcontractors, performance of, or failure to perform, the
Services or any part thereof.
3. Required Provisions. Every provision of law required by law to be
inserted into this Agreement shall be deemed to be inserted herein.
F. Default. If it should appear at any time that the Consultant has failed or
refused to prosecute, or has delayed in the prosecution of, the Services with diligence at
a rate that assures completion of the Services in full compliance with the requirements of
this 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 ten business days after the Consultant'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. Cure bv Consultant. The Village may require the Consultant, 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
Consultant and the Services into compliance with this Agreement.
2. Termination of Agreement by Village. The Village may terminate this
Agreement without liability for further payment of amounts due or to become due under
this Agreement after the effective date of termination.
3. Withholding of Payment by Villa e. The Village may withhold from
any payment, whether or not previously approved, or may recover from the Consultant,
any and all costs, including attorneys' fees and administrative expenses, incurred by the
Village as the result of any Event of Default by the Consultant or as a result of actions
taken by the Village in response to any Event of Default by the Consultant.
G. No Additional Obligation. 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 contracts or agreements with the Consultant or with any vendor
solicited or recommended by the Consultant.
H. Village Board Authority. Notwithstanding any provision of this Agreement,
any negotiations or agreements with, or representations by the Consultant to, vendors
shall be subject to the approval of the Village Board. For purposes of this Section 7.H,
"vendors" shall mean entities engaged in subcontracts for the provision of additional
services directly to the Village. The Village shall not be liable to any vendor or third party
{00128509.3) 8
for any agreements made by the Consultant without the knowledge and approval of the
Village Board.
I. Mutual Cooperation. The Village agrees to cooperate with the Consultant
in the performance of the Services, including meeting with the Consultant and providing
the Consultant with such non -confidential information that the Village may have that may
be relevant and helpful to the Consultant's performance of the Services. The Consultant
agrees to cooperate with the Village in the performance and completion of the Services
and with any other consultants engaged by the Village.
J. News Releases. The Consultant shall not issue any news releases,
advertisements, or other public statements regarding the Services without the prior written
consent of the Village Manager.
K. Ownership. Designs, drawings, plans, specifications, photos, reports,
information, observations, calculations, notes, and any other documents, data, or
information, in any form, prepared, collected, or received from the Village by the
Consultant in connection with any or all of the Services to be performed under this
Agreement ("Documents') shall be and remain the exclusive property of the Village. At
the Village's request, or upon termination of this Agreement, the Consultant shall cause
the Documents to be promptly delivered to the Village. The Village acknowledges that
the Consultant and its subconsultants have prepared said materials and agrees to limit
use of same to this site specific project only.
L. GIS Data. The Village has developed digital map information through
Geographic Information Systems Technology ("GIS Data.concerning the real property
located within the Village. If requested to do so by the Consultant, the Village agrees to
supply the Consultant with a digital copy of the GIS Data, subject to the following
conditions:
1. Limited Access to GIS Data. The GIS Data provided by the Village shall
be limited to the scope of the Services that the Consultant is to provide for the Village;
2. Purpose of GIS Data. The Consultant shall limit its use of the GIS Data
to its intended purpose of furtherance of the Services; and
3. Agreement with Respect to GIS Data. The Consultant does hereby
acknowledge and agree that:
a. Trade Secrets of the Village. The GIS Data constitutes
proprietary materials and trade secrets of the Village, and shall remain the
property of the Village;
b. Consent of Village Required. The Consultant will not provide or
make available the GIS Data in any form to anyone without the prior written
consent of the Village Manager;
(00128509.3) 9
c. Supply to Village. At the request of the Village, the Consultant
shall supply the Village with any and all information that may have been
developed by the Consultant based on the GIS Data;
d. No Guarantee of Accuracy. The Village makes no guarantee as
to the accuracy, completeness, or suitability of the GIS Data in regard to the
Consultant's intended use thereof; and
e. Discontinuation of Use. At such time as the Services have been
completed to the satisfaction of the Village, the Consultant shall cease its
use of the GIS Data for any purpose whatsoever, and remove the GIS Data
from all of the Consultant's databases, files, and records; and, upon
request, an authorized representative of the Village shall be afforded
sufficient access to the Consultant's premises and data processing
equipment to verify compliance by the Consultant with this Section 71.3.e.
SECTION 8. GENERAL PROVISIONS.
A. Amendment. No amendment or modification to this Agreement shall be
effective until it is reduced to writing and approved and executed by the Village and the
Consultant in accordance with all applicable statutory procedures.
B. _Assignment. This Agreement may not be assigned by the Village or by the
Consultant 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 Village, the Consultant, and their agents, successors, and assigns.
D. Notice. All notices required or permitted to be given under this Agreement
shall be in writing and shall be delivered (1) personally, (2) by a reputable overnight
courier, or by (3) by certified mail, return receipt requested, and deposited in the U.S.
Mail, postage prepaid. 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) four
business days following deposit in the U.S. mail, as evidenced by a return receipt. By
notice complying with the requirements of this Section 8.D, each party shall have the right
to change the address or the addressee, or both, for all future notices and
communications to the other party, but no notice of a change of addressee or address
shall be effective until actually received.
Notices and communications to the Village shall be addressed to, and delivered at, the
following address:
Village of Deerfield
850 Waukegan Road
Deerfield, Illinois 60015
Attention: Village Manager
Email: kstreet@deerfield.il.us
f00128509.31 10
With a copy to:
Elrod Friedman LLP
325 N. LaSalle Street, Suite 450
Chicago, Illinois 60654
Attention: Benjamin L. Schuster
Email: benjamin.Schuster@elrodfriedman.com
Notices and communications to the Consultant shall be addressed to, and delivered at,
the following address:
The Hezner Corporation, Inc.
678 Broadway Street, Suite 100
Libertyville, IL 60048
Attention: Kurt Hezner, Architect
Email: kurth@hezner.biz
E. Third Party Beneficial. No claim as a third party beneficiary under this
Agreement by any person, firm, or corporation shall be made or be valid against 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 all terms and provisions
of this Agreement.
H. Calendar Days and Time. Unless otherwise provided in this Agreement,
any reference in this Agreement to "day" or "days" shall mean calendar days and not
business days. If the date forgiving of any notice required to be given, or the performance
of any obligation, under this Agreement 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.
1. Governing Laws. This Agreement shall be governed by, construed and
enforced in accordance with the internal laws, but not the conflicts of laws rules, of the
State of Illinois.
J. Authority to Execute.
1. The Village. The Village hereby warrants and represents to the
Consultant that the persons executing this Agreement on its behalf have been properly
authorized to do so by its corporate authorities.
2. The Consultant. The Consultant hereby warrants and represents to
the Village that the persons executing this Agreement on its behalf have the full and
100128509.31 11
complete right, power, and authority to enter into this Agreement and to agree to the.
terms, provisions, and conditions set forth in this Agreement and that all legal actions
needed to authorize the execution, delivery, and performance of this Agreement have
been taken.
K. Entire Agreement. This Agreement constitutes the entire agreement
between the parties to this Agreement and supersedes all prior agreements and
negotiations between the parties, whether written or oral, relating to the subject matter of
this Agreement.
L. Waiver. Neither the Village nor the Consultant shall be under any obligation
to exercise any of the rights granted to them in this Agreement except as it shall determine
to be in its best interest from time to time. The failure of the Village or the Consultant to
exercise at any time any such rights shall not be deemed or construed as a waiver of that
right, nor shall the failure void or affect the Village's or the Consultant's right to enforce
such rights or any other rights.
M. Consents. Unless otherwise provided in this Agreement, whenever the
consent, permission, authorization, approval, acknowledgement, or similar indication of
assent of any party to this Agreement, or of any duly authorized officer, employee, agent,
or representative of any party to this Agreement, is required in this Agreement, the
consent, permission, authorization, approval, acknowledgement, or similar indication of
assent shall be in writing.
N. Grammatical Usage and Construction. In construing this Agreement,
pronouns include all genders and the plural includes the singular and vice versa.
O. Interpretation. This Agreement shall be construed without regard to the
identity of the party who drafted the various provisions of this Agreement. Moreover, each
and every provision of this Agreement shall be construed as though all parties to this
Agreement participated equally in the drafting of this Agreement. As a result of the
foregoing, any rule or construction that a document is to be construed against the drafting
party shall not be applicable to this Agreement.
P. Headings. The headings, titles, and captions in this Agreement have been
inserted only for convenience and in no way define, limit, extend, or describe the scope
or intent of this Agreement.
Q. 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 not be exclusive of any other rights, remedies,
and benefits allowed by law.
R. 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.
[SIGNATURE PAGE FOLLOWS]
(00128509.31 12
{00128509.3) 13
IN WITNESS WHEREOF, the Parties have executed this Agreement this
day of (� , _. , _ , 2022.
ATTEST: VILLAGE OF DEERFIELD
By: 4 By:
Vi lage Clerk'.) Vi[14 Manager
ATTEST:
By-.ZL J977#=
Title: Vice President
19:I=1:I
Its:
PORATION, INC.
(00128509.21 14
Exhibit "A"
The Hezner Corporation is advising the Village that we intend to retain as our Professional
Engineer for the Services:
Salas O'Brien - Steve J. Sovak, P.E., Principal
815 Wabash Avenue
Chicago, IL 60605
Disciplines that Salas O'Brien will be retained as the Architect's Subconsultant will
include:
- Mechanical Systems
- Plumbing Systems
- Electrical Systems
- Fire Protection Systems
(00128509.31 15
Exhibit "B"
INSURANCE COVERAGES
A. Worker's Compensation and Employer's Liability with limits not less than:
(1) Worker's Compensation: Statutory;
(2) Employer's Liability:
$500,000 injury -per occurrence
$500,000 disease -per employee
$500,000 disease -policy limit
Insurance will evidence that coverage applies in the State of Illinois.
B. Comprehensive Motor Vehicle Liability with a combined single limit of
liability for bodily injury and property damage of not less than $1,000,000
for vehicles owned, non -owned, or rented.
All employees will be included as insureds.
C. Comprehensive General Liability with coverage written on an "occurrence"
basis and with limits no less than:
$2,000,000 Bodily Injury and Property Damage Combined Single
Limit
Coverage is to be written on an "occurrence" basis.
Coverages will include:
Broad Form Property Damage Endorsement
Blanket Contractual Liability (must expressly cover the
indemnity provisions of this Agreement)
D. Professional Liability Insurance. With a limit of liability of not less than
$1,000,000 per occurrence and $2,000,000 in the aggregate and covering
the Consultant against all sums that the Consultant may be obligated to pay
on account of any liability arising out of this Agreement.
E. Umbrella Policy. The required coverages may be in any combination of
primary, excess, and umbrella policies. Any excess or umbrella policy must
provide excess coverage over underlying insurance on a following -form
(00128509.3) 16
basis so that when any loss covered by the primary policy exceeds the limits
under the primary policy, the excess or umbrella policy becomes effective
to cover the loss.
F. Owner as Additional Insured. Village will be named as an Additional Insured
on all policies except for:
Worker's Compensation
Professional Liability
Each additional Insured endorsement will identify Village as follows: Village
of Deerfield, including its Board members and elected and appointed
officials, its officers, employees, agents, attorneys, the Consultants, and
representatives.
G. Other Parties as Additional Insureds. In addition to Village, the following
parties will be named as additional insured on the following policies:
Additional Insured Policy or Policies
None
(00128509.3) 17
Deerfield Police Department
DATE: October 13, 2022
TO: Kent Street, Village Manager
FROM: John J. Sliozis, Chief of Police
CC: Deputy Chief Brian Budny, Deputy Chief Chris Fry
SUBJECT: Request for Board Action — Dispatch Architectural Services
On October 17, 2022, at the regularly scheduled meeting of the Mayor and
Board of Trustees, the Police Department will be seeking approval of a resolution
"Approving Professional Services Agreement with The Hezner Corporation, Inc.
for the Remodel of the Police Station Communication Center" authorizing the
Police Department to enter into a Professional Services Agreement for
architectural services related to the remodel and expansion project of the existing
communications center.
HISTORY
The Police Department's current Communications Center was last
remodeled in excess of twenty years ago. The dispatch consoles were later replaced
in 2004 (with a ten-year life expectancy). The Center was originally designed to
accommodate dispatching personnel to provide service for two communities.
Since that time, the Center has seen modest growth with the addition of
Riverwoods and Lincolnshire, resulting in significant use of the center and
equipment which is staffed and operational 24 hours a day, 7 days a week.
During this time, the Center has maintained technological requirements of a
state-of-the-art Communications operation, however some of the building
maintenance and infrastructure have fallen behind as the building has aged.
Additionally, some of the components have reached the end of their lifecycle
resulting in difficult technical support when service is needed. After the decision
was made to retain our Communications Center, the Police Department contacted
The Hezner Corporation to assist in a review of the current Center and offer
architectural service recommendations. The Village has a satisfactory relationship
i • A Police
7�epartment
•.:: - Deerfield
�0
with The Hezner Corporation as they provided similar services to the Police
Department during the renovation project twenty years ago.
The Hezner Corporation was selected pursuant to the "Local Government
Professional Services Selection Act" (50 ILCS 510/) based on demonstrated
competence and qualifications, a satisfactory relationship with the Village of
Deerfield, ability of professional personnel, past record and experience and the
willingness to meet time requirements.
The agreement (attached) with The Hezner Corporation has been reviewed
by Village Corporate Counsel and approved. Pursuant to the agreement, Hezner
will provide services including but not limited to; Design Services, Construction
Document Services, Bidding and Construction Administration at a cost not to
exceed $52,211.00.
RECONEUENDATION
In accordance with the Village of Deerfield Purchasing Manual and the
Local Government Professional Services Selection Act, the Police Department is
requesting the Mayor and Board of Trustees approve the Resolution (attached)
"Approving Professional Services Agreement with The Hezner Corporation, Inc.
for the Remodel of the Police Station Communication Center" to award the
Professional Services Agreement for Architectural Services for the remodel and
expansion of the existing communications center of the police department in an
amount not to exceed $52.211.00.
f
John . liozis
Chief of Police