R-1616 - 02/14/2017 - SPORTS CORE - Resolutions RESOLUTION 2017-S&T/P-R-1616
A RESOLUTION APPROVING AND AUTHORIZING THE AWARD OF A CONTRACT
TO JEFF ELLIS MANAGEMENT LLC TO PROVIDE AQUATIC SERVICES
WHEREAS, in 2006, the Village of Oak Brook ('Village') privatized the facility management, life
guarding, pool maintenance, and chemical treatment services for the Swim and Tennis Club aquatic
facility(collectively, "Aquatic Services'l; and
WHEREAS, in 2016, the Village issued a request for proposals to provide the Village with the
Aquatic Services ("RFP')for the 2017 summer season with one year options to renew for the 2018, 2019,
2020, and 2021 summer seasons; and
WHEREAS, Jeff Ellis Management LLC submitted the proposal with the best overall value to the
Village; and
WHEREAS, consistent with the RFP, Village staff recommends that the Village enter into a
Professional Services Agreement with Jeff Ellis Management LLC to provide the Village Aquatic Services
for the 2017 season for an amount not to exceed $109,000.20 ("Agreement'j; and
WHEREAS, the President and Board of Trustees, being fully advised in the premises, have
determined that it is in the best interests of the Village and its residents to approve the Agreement;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Approval of Agreement. The President and Board of Trustees hereby approve
the Agreement with Jeff Ellis Management LLC in substantially the same form as attached as Exhibit A.
Section 3: Authorization and Execution of Acireements. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the Agreement between the Village and Jeff Ellis
Management LLC after receipt of the final Agreement fully executed by Jeff Ellis Management LLC.
Section 4: Effective Date. This Resolution shall be in full force upon passage and approval
in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2017-S&T/P-R-1616
Award of Contract to Provide
Aquatic Services
Page 2 of 3
APPROVED THIS 14th day of February, 2017 /
Gopal G. Lalmalani
Village President
PASSED THIS 14th day of February, 2017
Ayes: Ttustees Adler, Manzo, Moy, Tiesenga, Yusuf
Nays: None
Absent: Trustee Baar
ATTEST:
f Charlotte K. Pruss
r Village Clerk
t ,
4 w
Resolution 2017-S&T/P-R-1616
Award of Contract to Provide
Aquatic Services
Page 3 of 3
Exhibit A
VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT FOR POOL MANAGEMENT SERVICES
THIS AGREEMENT is dated as of the L day of ("or , 2017 ("Agreement'l
and is by and between the VILLAGE OF OAK BROOK, an Illinoi municipal corporation
("VNlage')and the Consultant identified in Subsection 1A below.
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set
forth in the Agreement, and pursuant to the Village's statutory powers, the parties agree as
follows:
SECTION 1. CONSULTANT.
A. Engagement of Consultant. The Village desires to engage the Consultant
Identified below to perform to provide all necessary professional services to perform the work in
connection with the project identified in this Agreement:
Jeff Ellis Management, LLC. rConsultant")
PO Box 2160
Windermere, Florida 34786
Telephone: (319)631-5755
Attn: Benjamin Strong,Vice President of Operations
Email: ben.strong(&-ieffellismanaaement.com
B. Protect Description. The performance of professional services related to the
management of the Village's aquatic center located at 700 Oak Brook Road, Oak Brook, Illinois
("Aquatic Center'), including, but not limited to, staffing, pool cleaning, pool repair,
winterization and de-winterization of the Aquatic Center (collectively, "Services', which
Services are more fully described in Exhibit A attached hereto and incorporate herein.
C. Representations of Consultant The Consultant will perform the Services. 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 firms providing services of
a similar nature during the Time of Performance.
D. Agreement Amount. The total amount billed by the Consultant for the Services
under this,,Agreement shall not exceed $109,000.20, including reimbursable expenses, unless
this Agreement is amended pursuant to Subsection 9A of this Agreement ("Agreement
Amount').
SECTION 2. SCOPE OF SERVICES.
A. Retention of the Consultant. The Village retains the Consultant as an
independent contractor 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.
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C. Commencement: Time of Performance. The Consultant shall commence the
Services on April 15, 2017. ("Commencement Date'). The Consultant shall diligently and
continuously prosecute the Services until their completion, but in no event after October 31,
2017("77me of Performance'j.
D. Reoortina. The Consultant shall regularly report to the Swim and Tennis Club
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 billed for the Services during the term of
this Agreement shall not exceed the amount identified as the Agreement Amount in Subsection
1 D of this Agreement,without the prior express written authorization of the Village.
B. Invoices and Payment. The Consultant shall submit invoices to the Village in
an approved format for those portions of the Services performed and completed by the
Consultant and accepted by the Village.
C. Claim In Addition To Agreement Amount. If the Consultant wishes to make a
claim for compensation for the Services in addition to the Agreement Amount as a result of
action taken by the Village, the Consultant shall provide written notice to the Village of such
claim within 7 days after occurrence of such action as provided by Subsection 9D of this
Agreement, and no claim for such additional compensation shall be valid unless made in
accordance with this Subsection. Any changes in the Agreement Amount shall be valid only
upon written amendment pursuant to Subsection 9A of this Agreement. Regardless of the
decision of the Village relative to a claim submitted by the Consultant, the Consultant shall
continue to perform and complete the Services under this Agreement as determined by the
Village without interruption or delay.
D. Taxes. Benefits and Royalties. The Agreement Amount includes all applicable
federal, state, and local 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. Any claim or right to claim
additional compensation by reason of the payment of any such tax, contribution, premium,
costs, royalties, or fees is hereby waived and released by Consultant.
E. 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.
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SECTION 4. PERSONNEL: SUBCONTRACTORS.
A. Key Protect Personnel. The Key Project Personnel identified in Exhibit A,
which is attached hereto and incorporated herein, 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, reassigning, 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 by the Village in writing. 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 the 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, 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.
E. Background Check. Consultant shall obtain a consumer report (as that term is
defined in the Fair Credit Reporting Act)for each of Consultant's personnel assigned to provide
the Services on Village property. The consumer report required in this paragraph shall consist
of, at a minimum, a criminal conviction history for at least the seven year period prior to the date
of this Agreement.The criminal conviction history shall consist of, at a minimum, a search of the
National Sex Offender Public Registry; the sex offender registries for Illinois, Indiana, Iowa and
Wisconsin; criminal conviction searches for the states of Illinois, Indiana, Iowa and Wisconsin;
and criminal conviction searches for the Illinois counties of DuPage, Cook, Lake, Kane and Will.
Consultant shall be solely responsible for (i) making all employment decisions based on the
consumer reports it receives; (ii) complying with all applicable laws (including, without limitation,
the Fair Credit Reporting Act); and (iii) the costs of obtaining the consumer reports.
Notwithstanding the foregoing, Consultant shall not permit any individuals to render the Services
on Village property whom are objectively unfit to work in the proximity of individuals younger
than eighteen years old. Consultant shall tender to the Village the consumer report of each of
Consultant's personnel assigned to provide the Services on Village property at least two
business days prior to the individual commencing his/her provision of the Services, and,
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thereafter,within two business days of being requested by the Village. Consultant shall maintain
and retain all consumer reports obtained pursuant to this paragraph throughout the term of this
Agreement and for the two year period following the end of the term of this Agreement. The
Village shall reimburse Consultant for the costs of conducting the background checks required
by this subsection provided that in no event shall the cost of the total reimbursement exceed
$1,000.00.
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.
Confidential Information shall not include information that can be demonstrated: (i) to have
been rightfully in the possession of the Consultant from a source other than the Village prior to
the time of disclosure of said information to the Consultant under this Agreement ("Time of
Disclosure'); (ii) to have been in the public domain prior to the Time of Disclosure; (iii)to have
become part of the public domain after the Time of Disclosure by a publication or by any other
means except an unauthorized act or omission or breach of this Agreement on the part of the
Consultant or the Village; or (iv) 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 may, in performing the Services for the Village under this
Agreement, have access to 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 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. WARRANTY: INDEMNIFICATION: INSURANCE.
A. W_arranty of Services. The Consultant warrants that the Services shall be
performed in accordance with the highest 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 warranty expressed shall be in addition to any other
warranties expressed in this Agreement, or expressed or implied by law, which are hereby
reserved unto the Village.
B. Indemnification. The Consultant shall, without regard to the availability or
unavailability of any insurance, either of the Village or the Consultant, indemnify, save harmless,
and defend the Village, and its officals, employees, agents, and attorneys against any and all
lawsuits, claims, demands, damages, liabilities, losses, and expenses, including attomeys'fees
and administrative expenses, that arise, or may be alleged to have arisen, out of or in
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connection with, the Consultant's performance of, or failure to perform, the Services or any part
thereof, whether or not due or claimed to be due in whole or in part to the active, passive, or
concurrent negligence or fault of the Consultant, except to the extent caused by the sole
negligence of the Village.
C. Insurance. Contemporaneous with the Consultant's execution of this
Agreement, the Consultant shall provide certificates and policies of insurance, all with
coverages and limits acceptable to the Village, and evidencing at least the minimum insurance
coverages and limits as set forth in Exhibit D attached hereto and incorporated herein. For
good cause shown, the Village Manager may extend the time for submission of the required
policies of insurance upon such terms, and with such assurances of complete and prompt
performance, as the Village Manager may impose in the exercise of his sole discretion. Such
certificates and policies shall be in a form acceptable to the Village and from companies with a
general rating of A minus, and a financial size category of Class X or better, in Best's Insurance
Guide. Such insurance policies shall provide that no change, modification in, or cancellation of,
any insurance shall become effective until the expiration of 30 days after written notice thereof
shall have been given by the insurance company to the Village. The Consultant shall, at all
times during the term of this Agreement, maintain and keep in force, at the Consultant's
expense, the insurance coverages provided above, including, without limitation, at all times
while correcting any failure to meet the warranty requirements of Subsection 6A, Warranty of
Services, of this Agreement.
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. RESPONSIBILITIES OF THE VILLAGE.
A. Liehtina, Heatina, Power, Water. The Village shall furnish, at its expense, all
lighting, heating, power, hot and cold water, local telephone services, pest control, trash and
garbage disposal to the Aquatic Center. The Village is responsible for having all utilities turned
on and removing trash from curbside.
B. IjUs. The Village shall provide to Consultant six sets of keys to the Aquatic
Center and all locations in the Aquatic Center during the term if this Agreement. Consultant
shall take all steps necessary to insure that the Village's keys are not used for any purpose
other than for providing Services, copied, or provided to someone other than a manager of
Consultant. Consultant shall,without regard to the availability or unavailability of any insurance,
either of the Village or the Consultant, indemnify, save harmless, and defend the Village, and its
officials, employees, agents, and attorneys against any and all lawsuits, claims, demands,
damages, liabilities, losses, and expenses, including attorneys' fees and administrative
expenses,that arise, or may be alleged to have arisen, out of or in connection with,the Village's
provision of keys to Consultant pursuant to this Section 73,whether or not due or claimed to be
due in whole or in part to the active, passive, or concurrent negligence or fault of the Consultant,
except to the extent caused by the sole negligence of the Village.
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C. Pool Rules. The Village shall display pool rules that apply to those who use the
Aquatic Center. The Village has the sole right to adopt pool rules, which rules the Village may
change at any time at its sole discretion. The Village shall include the following rule in its pool
rules:
"FOR PURPOSE OF SUPPORTING NON-SWIMMERS: INNER
TUBES, WATER WINGS, AND ALL OTHER FLOTATION
DEVICES ARE NOT PERMITTED AT ANY TIME. FOR SAFETY
PURPOSES, ONLY A LIFE VEST APPROVED BY THE UNITED
STATES COAST GUARD IS TO BE USED. IF A NON-SWIMMER
UNDER THE AGE OF 18 USES SUCH LIFE VEST, A PARENT
OR GUARDIAN MUST MAINTAIN DIRECT SUPERVISORY
CONTACT WITH THE NON-SWIMMER AT ALL TIMES."
SECTION 8. 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 (i)to create the relationship of principal and agent, employer and
employee, partners, or joint venturers between the Village and Consultant; or (ii) 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, (i) no Village employee or agent is interested in the business of the Consultant or
this Agreement; (ii) as of the date of this Agreement neither the Consultant nor any person
employed or associated with the Consultant has any interest that would conflict in any manner
or degree with the performance of the obligations under this Agreement; and (iii) neither the
Consultant nor any person employed by or associated with the Consultant will 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.
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 (i) 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(ii) a violation of
either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS
5133E-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 is 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 will, at
the Village's option, be null and void.
D. Sexual Harassment Policy. The Consultant certifies that is has a written sexual
harassment policy in full compliance with Section 2-105(A)(4) of the Illinois Human Rights Act,
775 ILCS 5/2-105(A)(4).
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E. Tenn. The Time of Performance of this Agreement, unless terminated pursuant
to the terms of this Agreement, shall expire on the date the Village Manager determines that all
of the Services under this Agreement, including warranty services, are completed. A
determination of completion shall not constitute a waiver of any rights or claims which the
Village may have or thereafter acquire with respect to any breach hereof by the Consultant or
any right of indemnification of the Village by the Consultant.
F. Contract Extension. At the conclusion of the 2017 pool season, the Village of
Oak Brook reserves the right to award an annual contract extension for each following years,
not to exceed 4 years(2018, 2019, 2020 and 2021),to the current consultant. Determination will
be made annually solely by the Village of Oak Brook with the concurrence of the consultant and
will be determined no later than 24 weeks following the pool season.
G. Compliance with Laws and Grants. 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: the Fair Labor Standards Act; any statutes regarding
qualification to do business; any statutes prohibiting discrimination because of, or requiring
affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited
classification, including,without limitation, the Americans with Disabilities Act of 1990,42 U.S.C.
§§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall
also comply with all conditions of any federal, state, or local grant received by Owner or
Consultant with respect to this Contract or the Services. 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 Consultant's, or
its subcontractors', performance of, or failure to perform,the Services or any part thereof. Every
provision of law required by law to be inserted into this Contract shall be deemed to be inserted
herein.
H. 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 by 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.
3. Withholdina of Payment by Villaae. The Village may withhold from any
payment, whether or not previously approved, or may recover from the Consultant, any
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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.
I. 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.
J. Village Manager 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 Manager. The Village shall not be liable to any vendor or
other third party for any agreements made by the Consultant, purportedly on behalf of the
Village,without the knowledge and approval of the Village Manager.
K. 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 of the Services to complete the Work and with
any other consultants engaged by the Village.
L. News Releases. The Consultant shall not issue any news releases or other
public statements regarding the Services without prior approval from the Village Manager.
M. 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 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.
SECTION 9. GENERAL PROVISIONS.
A. Amendment. No amendment or modification to this Agreement shall be
effective unless and until such amendment or modification is in writing, properly approved in
accordance with applicable procedures,and executed.
B. 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 Parties hereto and their agents, successors, and assigns.
D. Notice. Any notice or communication required or permitted to be given under
this Agreement shall be in writing and shall be delivered (i) personally, (ii) by a reputable
overnight courier, (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail,
postage prepaid, (iv) by facsimile, or(v) by electronic internet mail (°e-mail"). Facsimile notices
shall be deemed valid only to the extent that they are (a) actually received by the individual to
whom addressed and (b)followed by delivery of actual notice in the manner described in either
(1), (ii), or (iii) above within three business days thereafter at the appropriate address set forth
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below. E-mail notices shall be deemed valid and received by the addressee thereof when
delivered by e-mail and (a) opened by the recipient on a business day at the address set forth
below, and (b) followed by delivery of actual notice in the manner described in either (Q, (ii) or
(iii) above within three business days thereafter at the appropriate address set forth below.
Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon
the earlier of(a) actual receipt; (b) one business day after deposit with an overnight courier as
evidenced by a receipt of deposit; or(c) three business days following deposit in the U.S. mail,
as evidenced by a return receipt. By notice complying with the requirements of this Subsection,
each party shall have the right to change the address or the addressee, or both, for all future
notices and communications to such party, but no notice of a change of addressee 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 Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Chris Thompson, Swim and Tennis Club Manager
E-mail: cthomason@oak-brook.or4
Notices and communications to the Consultant shall be addressed to, and delivered at, the
following address:
Jeff Ellis Management, LLC. ("Consultant")
PO Box 2160
Windermere, Florida 34786
Telephone: (319)631-5755
Attn: Benjamin Strong,Vice President of Operations
E-mail: ben.strong@ieffeilismanaaement.com
E. Third Party Beneficiary. No claim as a third party beneficiary under this
Agreement by any person, firm, or corporation other than the Consultant 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 this Agreement.
H. Governing Laws. This Agreement shall be interpreted according to the internal
laws, but not the conflict of laws rules, of the State of Illinois.
I. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes any and all previous or contemporaneous oral or written
agreements and negotiations between the Village and the Consultant with respect to the
Proposal and the Services.
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J. Waiver. No waiver of any provision of this Agreement shall be deemed to or
constitute a waiver of any other provision of this Agreement (whether or not similar) nor shall
any such waiver be deemed to or constitute a continuing waiver unless otherwise expressly
provided in this Agreement.
K. Exhibits. Exhibits A through C are attached hereto and, by this reference,
incorporated in and made a part of this Agreement. In the event of a conflict between any
Exhibit and the text of this Agreement,the text of this Agreement shall control.
L. Riahts 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 such rights, remedies,
and benefits allowed by law.
M. 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.
ATTEST: VILLAGE O OAK BROOK
By: By
Village Clerk Village President
ATTEST: JEFF ELLIS MANAGEMENT, LLC.
By: ,GM dSt.t.1� ,!1 By: ZOO'J
IF
Title: t tom'i A�-t/t t L Its:
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EXHIBIT A
SCOPE OF SERVICES
The Services shall include:
1. Hours of Ooeratlon. The Consultant will operate the Aquatic Center and Pool, and
make the Aquatic Center and Pool available for public use, during the following hours
(collectively, "Hours of Operation') between May 27 and September 4, 2017 ("Pool
Season"):
EARLY SEASON HOURS
Main Pool Diving Well Wading Pool Beach
May 27-28 10:00am-8:00pm 10:00am—7:00pm 10:00am-8:00pm 10:00am-6:00pm
May 29 10:00sm-8:00pm 10:00am—7:00pm 10:008m-8:00pm 10:00am-6:00pm
May 30-June 2 4:00pm-8:00pm 4:00pm—7:00pm 4:00pm-8:00pm k ftm-6:00pm
June 3 -4 10:00am-8:00pm I0:00am—7:00pm 10:00am-8:00pm 10:00am-6:00pm
REGULAR SEASON HOURS(June 5—August 20)
Main Pool Diving Well Wading Pool Beach
10:00am-8:00pm I0:00am—7:00pm I0:00am4:00pm 10 00am—6:00pm
LATE SEASON HOURS
Main Pool Diving Well Wading Pool Beach
August 21-25 4:00pm-8:00pm 4:00pm-7:00pm 4:00pm-8:00pm 4:00pm—6:00pm
August 26-27 10:00am-8:00pm I0:00am-7:00pm I0:00am-8:00pm 10:00am—6:00pm
August 28-Sept I 4:00pm-8:00pm 4:00pm-7:00pm 4:00pm-8:00pm 4:00pm—6:00pm
September 2-4 10:00am-8:00pm 10.00am-7:00pm 10:00am-8 OOpm 10:00am-6.00pm
Programming
Swim Team(2 lifeguards)
June 5-July 20
Mondays through Thursdays 9:00 am
Friday: 9:00 am
Session 1(1 lifeguard)
Dates Days Time
615-6/15 Mon thru Thur 9:15— 10:00 am
6/19-6/29 Mon thru Thur 9:15—10:00 am
7/10-7/20 Mon thru Thur 9:15—10:00 am
7/24-85 Mon thru Thur 9:15—10:00 am
Masters Swim Program(1 lifeguard)
Dates Days Time
6/5-6/23 Mon/Wed/Fri 6:15-7:15 am
6/26-7/14 Mon/Wed/Fri 6:15-7:15 am
7/17-8/4 Mon/Wed/Fri 6:15-7:15 am
8/7-8/18 Mon/Wed/Fri 6:15-7:15 am
Water Aerobics(1 lifeguard)
Dates Days Time
6/5-6/23 Mon/Wed/Fri 7:30-8:30 am
6/26-7/14 Mon/Wed/Fri 7:30-8:30 am
7/1748/4 Mon/Wed/Fri 7:30-8:30 am
The Consultant may close the pool and the Aquatic Center at the reasonable discretion
of the Consultant's managers only pursuant to the following conditions:
a. Dangerous weather conditions. if the weather does not allow the pool to be open
for use by 5:00 pm on a given day, Consultants managers can close the pool for
the remainder of that day and reopen on the following day;
b. Severe and Extreme Heat Index Warnings, as defined by the National Weather
Service,where adjusted temperatures reach 115 degrees Fahrenheit;
c. When the temperature is below 68 degrees Fahrenheit;
d. If the pool's filtration, circulation or sanitation system is not working properly so
as to create an unsafe or unsanitary condition.
2. Aquatic Center Management. Consultant shall manage the Aquatic Center, which
includes,without limitation, the associated deck areas, restrooms, mechanical and pump
rooms, which management shall include, without limitation, managing the daily opening,
closing, and maintenance of the Aquatic Center. Consultant shall assign personnel to
the Aquatic Center who shall be responsible for monitoring its lifeguards and other staff,
coordinating the provision of the Services, and monitoring the operation of the Aquatic
Center. At least one Consultant manager shall be on duty and at the Aquatic Center: (i)
during all Hours of Operation; (ii) any time a Consultant employee or subcontractor is at
the Aquatic Center; and (iii)at least 1/2 hour before and after the Hours of Operation.
3. Lifeguards. Consultant shall provide 6 lifeguards to the Aquatic Center during the
Hours of Operation. In the event that bather load exceeds 1 lifeguard to 50 patrons,
Consultant shall provide additional lifeguards to maintain a lifeguard ratio of more than 1
lifeguard to 50 patrons. Lifeguards shall arrive at least 1/2 hour before, and remain at
least 1/2 hour after the Hours of Operation to provide cleaning and maintenance to the
Aquatic Center and the pool. Lifeguards shall wear distinguishing and appropriate attire
at all times while on duty during the Hours of Operation. All lifeguards shall be certified
by the American Red Cross or Jeff Ellis & Associates. The Consultant shall tender to
the Village proof that each lifeguard assigned to provide Services at the Aquatic Center
has such certification and that the certification is up to date and current. The lifeguards
shall be entitled to take breaks for 10 minutes prior to every hour during regular Hours of
Operation ("Guard Breaks"). During such breaks, at least one lifeguard will remain on
the pool deck to guard the pool and adult swimmers.
4. De-winterization: Opening of Pool(s). Consultant shall facilitate the opening of the
Aquatic Center. Consultant will pump down pool water and then acid wash, and start-up
pools in advance of May 27, 2017 and pursuant to a schedule approved of in advance
by the Village Manager or his designee. Consultant will fill the pool and remain
responsible for the water level and turning the water off when the pool has been filled. It
is the responsibility of Consultant to inspect and clean the pool before May 27, 2017. In
addition, Consultant is responsible for obtaining a pre-season inspection by the
applicable county's health department and taking all steps that may be necessary to
obtaining a passing inspection. Consultant shall collect any and all trash in the Aquatic
Center and deposited it at the designated curbside location or in the Village's dumpster.
Prior to May 27, 2017, Consultant will remove all Village deck furniture from storage and
place on pool deck. Consultant will return all Village furniture to storage at the end of the
Pool Season.
5. Pool Chemicals. Consultant will supply any and all necessary chemicals to the Village
for the operation of the Village's pools in sufficient quantity to comply with all applicable
federal, state, county, and local regulations for the duration of the Pool Season.The lost
of these chemicals is not included in the Agreement Amount and will be billed
separately. These chemicals do not include chemicals used for the treatment of rust or
iron in the Facility's water.
6. Pool Cleanings Restroom Cleaning. During the Pool Season, Consultant will dean the
pool(s) at the Aquatic Center. Consultant employees will check on the cleanliness of the
Aquatic Center's restrooms throughout each day of operation and dean or otherwise
address any deficiencies as necessary. Consultant shall not be responsible for
providing cleaning supplies, which shall be provided by, and at the sole cost of, the
Village.
7. inspections. Consultant shall regularly inspect the Aquatic Center and all equipment,
personal property, and fixtures therein to insure that the Aquatic Center and all of its
equipment, .personal property, and fixtures are in proper repair ("inspections').
Consultant shall immediately notify the Village of any items relating to the Aquatic,
including furniture and any pool equipment, which require repair or replacement. The
Inspections shall include inspections of the Aquatic Center and pool by technicians
certified by the Association of Pool & Spa Professionals ("APSP"), which inspections
shall occur a minimum three times per week, and shall include inspection of the Facility's
filtration and mechanical systems.
B. Winterization of Pool($). Consultant shall perform the winterization of the Aquatic
Center following standard operating procedures (the "Winterization'). The
Winterization shall include an assessment and preventative maintenance report to the
Village regarding the status of the pool(s). Winterization of the pool(s)shall not constitute
a guarantee against damage by freezing or other causes. The Consultant shall not be
responsible for winterizing the Aquatic Center's restrooms.
9. Safety Equipment. Consultant shall furnish any portable pool safety equipment
required by applicable laws and regulations, including, but not limited to, First Aid Kits,
Seal-Ez, rescue tubes, backboards, and rescue inhalers ("Safety Equipment'). Safety
Equipment does not include automated electronic defibrillator(s) (AEDs), attendant
raised chairs (or equivalent to maintain a safe pool), and umbrellas in sufficient quantity
to comply with the applicable laws and regulations, which items will be provided by the
Village.
10. Swim Lessons. Consultant will, at the request of the Village, conduct a swim lesson
program for the benefit of the pool users. Any such lessons shall be provided pursuant
to a separate agreement between the Village and Consultant.
EXHIBIT IBIT B
KEY PERSONNEL
Jerica Cyr, Illinois Area Manager
Alyssa Moore,Assistant Area Manager
Vinson Needier,Aquatics Maintenance Supervisor
Jem Hughes, Program Manager
EXHIBIT C
INSURANCE COVERAGES
The insurance required in Section 6.0 to the Agreement shall include the following
coverage with limits no less than those set forth below:
Comprehensive General Liability,with all major divisions of coverage in an amount not less than
$1,000,000 per occurrence, and not less than $5,000,000 in aggregate. The policy amount may
be provided through a commercial umbrella policy.
Workers Compensation (with alternate endorsement for the Village) in the statutory amount.
Comprehensive Automobile Liability(owned, non-owned, hired):
Bodily Injury: $1,000,000.00 each person;$3,000,000.00 each accident.
Property Damage: $1,000,000.00 each occurrence.The policy amount may be provided through
a commercial umbrella policy.
Property insurance sufficient to cover the full replacement costs of all materials, supplies, and
equipment used to provide the Services.
fyncty�:v; -
,,... REVIEW OF CONTRACTS 1
Awarding envy: on tract:� I St vs,
Department, Program/Account Numb
j j [111A L
Awarded Contract Price: B geteed�dyyAmount:
(� Under $20,000 Q $500,001 - $1,000,000
j $20,000 - $500,000 0 Over $1,000,000
Name: Date: -7 t
Name: Date:
Name: Date:c _
Name: Date: 1 .
Y� Three (3) Originals signed by other party Date/Initials Ql
Original provided to staff member for other party Date/Initial ! l 7 � 1
�j Original provided to Official Fifes Date/Initials 4L62AI ash '
Village of Oak Brook I Approved by Board of Trustees- Date/Initials: