B and T Club Aquatic Engineering Services Agreement VILLAGE OF OAK BROOK
PROFESSIONAL SERVICES AGREEMENT
This AGREEMENT is dated as of the "t day of hr' 2022 ("Agreement'), and is by and between the VILLAGE OF
OAK BROOK, 1200 Oak Brook Road,Oak Brook,Illinois 60523 an Illinois municipal corporation("Village's,and WT GROUP,
2675 Pratum Avenue,Hoffman Estates,Illinois 60192("Consultant").
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. SCOPE OF SERVICES. The Village addition to any other representations and certifications
retains the Consultant to perform,and the Consultant agrees to expressed in this Agreement, or expressed or implied by law,
perform, all necessary services to perform the work in which are hereby reserved unto the Village.
connection with the project identified below ("Services"),
which Services the Consultant shall provide pursuant to the The Consultant further represents that it is financially solvent,
terms and conditions of this Agreement: has the necessary financial resources, and is sufficiently
experienced and competent to perform and complete the
Oak Brook Bath & Tennis Club Aquatic Engineering Services in a manner consistent with the standards of
Services, as more fully described in the proposal dated professional practice by recognized consultants providing
March 8,2022,hereto attached as Exhibit A. services of a similar nature. The Consultant shall provide all
personnel necessary to complete the Services.
TIME OF PERFORMANCE. The Consultant shall perform
and complete the Services as mutually agreed upon between SECTION 4. INDEMNIFICATION; INSURANCE;
Village and Consultant("Time of Performance'). LIABILITY.
SECTION 2. COMPENSATION. A. Indemnification. The Consultant proposes
and agrees that the Consultant shall indemnify and save
A. Agreement Amount. The total amount harmless the Village against all damages, liability, claims,
billed by the Consultant for the Services under this Agreement losses, and expenses (including attorneys' fee) that may arise,
shall be $7,200.00, including reimbursable expenses, without or be alleged to have arisen, out of or in connection with the
the prior express written authorization of the Village Manager. Consultant's performance of, or failure to perform, the
Services or any part thereof, or any failure to meet the
B. Taxes, Benefits, and Royalties. Each representations and certifications set forth in Section 4 of this
payment by the Village to the Consultant includes all Agreement.
applicable federal, state, and Village taxes of every kind and
nature applicable to the Services as well as all taxes, B. Insurance. The Consultant acknowledges
contributions, and premiums for unemployment insurance, old and agrees that the Consultant shall, and has a duty to
age or retirement benefits, pensions, annuities, or similar maintain adequate insurance, in an amount, and in a form and
benefits and all costs, royalties, and fees arising from the use from companies, acceptable to the Village. The Consultant's
of, or the incorporation into, the Services, of patented or maintenance of adequate insurance shall not be construed in
copyrighted equipment, materials, supplies, tools, appliances, any way as a limitation on the Consultant's liability for losses
devices, processes, or inventions. All claim or right to claim or damages under this Agreement.
additional compensation because of the payment of any such
tax, contribution, premium, costs, royalties, or fees is hereby C. No Personal Liability. No elected or
waived and released by Consultant. appointed official or employee of the Village shall be
personally liable,in law or in contract,to the Consultant as the
C. Payment of Agreement Amount. result of the execution of this Agreement.
Payments shall be made pursuant to the terms of the Local
Government Prompt Payment At,50 ILCS 505/3 et.seq. SECTION 5. GENERAL PROVISIONS.
SECTION 3. REPRESENTATIONS OF A. Relationship of the Parties. The
CONSULTANT. The Consultant represents and certifies that Consultant shall act as an independent contractor in providing
the Services shall be performed in accordance with the and performing the Services. Nothing in, nor done pursuant
standards of professional practice, care, and diligence to, this Agreement shall be construed to: (1) create the
practiced by recognized consultants in performing services of relationship of principal and agent, employer and employee,
a similar nature in existence at the Time of Performance. The partners, or joint venturers between the Village and
representations and certifications expressed shall be in
1
Consultant; or (2) to create any relationship between the conditions of any federal, state, or local grant received by the
Village and any subcontractor of the Contractor. Village or Consultant with respect to this Contract or the
Services. Consultant shall be solely liable for any fines or
B. Conflicts of Interest. The Consultant civil penalties that are imposed by any governmental or quasi-
represents and certifies that, to the best of its knowledge: (1) governmental agency or body that may arise, or be alleged to
no Village employee or agent is interested in the business of have arisen, out of or in connection with Consultant's, or its
the Consultant or this Agreement; (2) as of the date of this subcontractors, performance of, or failure to perform, the
Agreement, neither the Consultant nor any person employed Services or any part thereof. Every provision of law required
or associated with the Consultant has any interest that would by law to be inserted into this Contract shall be deemed to be
conflict in any manner or degree with the performance of the inserted herein.
obligations under this Agreement; and (3) neither the
Consultant nor any person employed by or associated with the F. Prevailing Wage. If applicable, Pursuant to
Consultant shall at any time during the term of this Agreement Section 4 of the Illinois Prevailing Wage Act, 820 ILCS
obtain or acquire any interest that would conflict in any 130/4, Contractor agrees and acknowledges that not less than
manner or degree with the performance of the obligations the applicable rate of prevailing of wages, as found or
under this Agreement. ascertained by the Department of Labor and made available on
the Department's Official website, or determined by the court
C. No Collusion. The Consultant represents on review, shall be paid for each craft or type of worker
and certifies that the Consultant is not barred from contracting needed to execute this contract or to perform such work, and it
with a unit of state or local government as a result of (1) a shall be mandatory upon the contractor to whom the contract
delinquency in the payment of any tax administered by the is awarded and upon any subcontractor under him, to pay not
Illinois Department of Revenue unless the Consultant is less than the specified rates to all laborers, workers and
contesting, in accordance with the procedures established by mechanics employed by them in the execution of this contract.
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 G. Certified Payroll. If applicable, Contractor
the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or shall, in accordance with Section 5 of the Illinois Prevailing
(2) a violation of either Section 33E-3 or Section 33E-4 of Wage Act, 820 ILCS 130/5, submit to the Village, and upon
Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 activation of the database provided by 820 ILCS 130/5.1 to the
et seq. If at any time it shall be found that the Consultant Department of Labor, on a monthly basis, a certified payroll.
has, in procuring this Agreement, colluded with any other The certified payroll shall consist of a complete copy of those
person,firm,or corporation,then the Consultant shall be liable records required to be made and kept by the Prevailing Wage
to the Village for all loss or damage that the Village may Act. The certified payroll shall be accompanied by a
suffer, and this Agreement shall, at the Village's option, be statement signed by the Contractor or subcontractor which
null and void. certifies that: (1) such records are true and accurate; (2) the
hourly rate paid is not less than the general prevailing rate of
D. Termination. Notwithstanding any other hourly wages required by the Prevailing Wage Act; and (3)
provision hereof, the Village may terminate this Agreement at Contractor or subcontractor is aware that filing a certified
any time upon 15 days prior written notice to the Consultant. payroll that he or she knows to be false is a Class A
In the event that this Agreement is so terminated, the misdemeanor. A general contractor may rely upon the
Consultant shall be paid for Services actually performed and certification of a lower tier subcontractor, provided that the
reimbursable expenses actually incurred, if any, prior to general contractor does not knowingly rely upon a
termination, not exceeding the value of the Services subcontractor's false certification. Upon seven business days'
completed. notice,Contractor and each subcontractor shall make available
for inspection and copying at a location within this State
E. Compliance with Laws and Grants. during reasonable hours, the records required to be made and
Consultant shall give all notices, pay all fees, and take all kept by the Act to: (i) the Village, its officers and agents; (ii)
other action that may be necessary to ensure that the Services the Director of Labor and his deputies and agents; and (iii) to
are provided,performed,and completed in accordance with all federal, State, or local law enforcement agencies and
required governmental permits, licenses, or other approvals prosecutors.
and authorizations that may be required in connection with
providing, performing, and completing the Services, and with
all applicable statutes, ordinances, rules, and regulations, H. Default. If it should appear at any time that
including without limitation the Fair Labor Standards Act; any the Consultant has failed or refused to prosecute, or has
statutes regarding qualification to do business; any statutes delayed in the prosecution of, the Services with diligence at a
prohibiting discrimination because of, or requiring affirmative rate that assures completion of the Services in full compliance
action based on,race,creed,color,national origin,age, sex, or with the requirements of this Agreement, or has otherwise
other prohibited classification, including, without limitation, failed,refused,or delayed to perform or satisfy the Services or
the Americans with Disabilities Act of 1990, 42 U.S.C. §§ any other requirement of this Agreement ("Event of
12101 et seq., and the Illinois Human Rights Act, 775 ILCS Default'), and fails to cure any such Event of Default within
5/1-101 et seq. Consultant shall also comply with all ten business days after the Consultant's receipt of written
2
notice of such Event of Default from the Village, then the determine to be in its best interest from time to time. The
Village shall have the right, without prejudice to any other failure of the Village or the Consultant to exercise at any time
remedies provided by law or equity, to (1) terminate this any such rights shall not be deemed or construed as a waiver
Agreement without liability for further payment; or (2) of that right,nor shall the failure void or affect the Village's or
withhold from any payment or recover from the Consultant, the Consultant's right to enforce such rights or any other
any and all costs, including attorneys' fees and administrative rights.
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 L. Third Party Beneficiary. No claim as a
Village in response to any Event of Default by the Consultant. third party beneficiary under this Agreement by any person,
firm, or corporation shall be made or be valid against the
I Assignment. This Agreement may not be Village.
assigned by the Village or by the Consultant without the prior
written consent of the other party. M. Governing Laws. This Agreement and the
rights of Owner and Consultant under this Agreement shall be
J. Notice. All notices required or permitted to interpreted according to the internal laws, but not the conflict
be given under this Agreement shall be in writing and shall be of laws rules, of the State of Illinois; the venue for any legal
delivered: (1)personally;(2)by a reputable overnight courier; action arising in connection with this Agreement shall be in
or by (3) by certified mail, return receipt requested, and the Circuit Court of DuPage County,Illinois.
deposited in the U.S.Mail,postage prepaid. Unless otherwise
expressly provided in this Agreement,notices shall be deemed N. Conflicts:Exhibits. If any term or provision
received upon the earlier of: (a) actual receipt; (b) one in this Agreement conflicts with any term or provision of an
business day after deposit with an overnight courier as attachment or exhibit to this Agreement, the terms and
evidenced by a receipt of deposit; or (c) three business days provisions of this Agreement shall control.
following deposit in the U.S. mail, as evidenced by a return
receipt. Notices and communications to the Village shall be
addressed to,and delivered at,the following address: O. No Disclosure of Confidential
Information by the Consultant. Confidential information
Village of Oak Brook means all material, non-public, business-related information,
1200 Oak Brook Road written or oral,whether or not it is marked that is disclosed or
Oak Brook,Illinois 60523 made available to the Consultant, directly or indirectly,
Attention: Rick Valent, Public Works through any means of communication or observation. The
Director Consultant acknowledges that it shall, in performing the
Services for the Village under this Agreement,have access,or
Notices and communications to the Consultant shall be be directly or indirectly exposed,to Confidential Information.
addressed to,and delivered at,the following address: The Consultant shall hold confidential all Confidential
Information and shall not disclose or use such Confidential
WT Group Information without the express prior written consent of the
2675 Pratum Avenue Village. The Consultant shall use reasonable measures at least
Hoffman Estates,Illinois 60192 as strict as those the Consultant uses to protect its own
Attention: Ryan DiFatta,Principal/Partner confidential information. Such measures shall include,
without limitation,requiring employees and subcontractors of
K. Waiver. Neither the Village nor the the Consultant to execute a non-disclosure agreement before
Consultant shall be under any obligation to exercise any of the obtaining access to Confidential Information.
rights granted to them in this Agreement except as it shall
ATTEST: VILLAGE OF OAK BROOK
By: By:
Charlotte Pruss,Village Clerk Greg�Summers,Village Manager
ATTEST: WT GROUP
By: By:
lhJ
Title:. rt rlei
— � Its:
3
EXHIBIT A
(PROPOSAL DATED MARCH 8,2022)
4
«TGroup
Engineering•Design-Consulting
March 8,2022
Village of Oak Brook
800 Oak Brook Road
Oak Brook, IL
Attn: Rick Valent
Re: Oak Brook Tennis and Bath Club
Dear Rick:
We at The W-T Group,LLC(WTG)thank you for the opportunity to present this proposal.Pursuant to your request,we
have prepared the following agreement to provide Aquatic engineering services for your project.
Understanding of Project Scope
It is our understanding that you require Aquatic engineering services for the Oak Brook Tennis and Bath Club swimming
pools,located in Oak Brook,IL Per our conversations/the RFP/etc.,we understand that the proposed project scope will
include revisions to the IDPH approved plans based on the As-Built conditions and submission for an amended permit.
In the event that the projectscope materially changes at any time during the project WTG will evaluate the impact to
our fee structure based upon the project phase,project progress,and extent of scope change. WTG will note the client
in advance of further work and provide a scope change authorization.
Services Provided by WT Group
WT Group will provide the following selected services:
® Aquatic Engineering ❑ Mechanical Engineering ❑ ADA Consulting
❑ Civil Engineering ❑ Electrical Engineering ❑ Construction Mgmt.
❑ Land Surveying ❑ Plumbing Engineering ❑ Telecom Design
❑ Structural Engineering ❑ Scope Fre Prot.Specs. ❑ Other:
For the purposes of this agreement, WTG's services are explicitly limited to the selected services above.At the client's
request, WTG may propose additional services otherwise not included in this document.
2675 Pratum Avenue 224.293.6333 Engineering with Precision,Pace&Passion.
Hoffman Estates,IL 60192 wtengineering.com
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Oak Brook Tennis and Bath Club
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Services Provided by Others
WTG is a full service,multi-discipline firm.Though typically,WTG works in conjunction with other professional service
firms hired and directed by others.It is understood that WTG must rely on the information provided by the client and
other professionals.Unless otherwise stated,WTG is expressly not responsible for determining completion,accuracy,
or performing reviews for any other services and information provided by others.However,from time to time,WTG
may utilize the services of sub-consultants within our scope of services.WTG is responsible for sub-consultants that we
hire and manage directly.
Project Phases
Construction Documents Phase
1. Revisions to the IDPH approved Construction Documents based on the As-Built conditions includes.
a. Lap Pool,Diving Pool and Wading Pool main drains.
b. Installation of ladders in the Lap Pool and Diving Pool.
c. Installation of synthetic deck finish adjacent to the gutter at the Lap Pool,Diving Pool and Wading Pool.
d. Installation of new starting platforms at the Lap Pool.
e. The gutter inlet quantities,sizes and locations in the Lap Pool and Diving Pool.
f. Installation of different filters and associated piping for the Lap Pool and Diving Pool.
g. Installation of backwash storage tanks and associated ejector pump and piping.
2. Attend(1)project scope meeting with owner and pool contractor during this phase upon request.
Permit Phase
1. Submittal of signed and sealed Aquatic engineering drawings to the Illinois Department of Public Health.
2. Respond to the Illinois Department of Public Health plan review comments if required.
3. Procure the amended Illinois Department of Public Health pool construction permit on behalf of the owner.
Construction Administration Phase
1. Provide clarifications and answer questions as required.
2. Provide (1) site observation and punch list report upon project completion and request.
Exclusions
1. Attending weekly or bi-weekly conference calls.
2. Mechanical engineering.
3. Electrical engineering.
4. Plumbing engineering.
5. Civil engineering.
6. Landscape architecture.
7. Structural engineering.
8. Design of special foundations,caissons or footings.
9. Any permit fees.
10. Procuring all relevant local permits:only IDPH permit is included.
Notes
1. This proposal is valid for 60 days from the date at the top of this proposal.
2. No work will commence without a signed proposal.
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Fee Proposal
WT Group proposes to provide the Scope of Services defined above on a fixed fee basis as follows:
PHASE PHASE TOTAL
CONSTRUCTION DOCUMENTS $ 5,200.00
PERMIT $ 1,000.00
CONSTRUCTION ADMINISTRATION $ 1,000.00
TOTAL DESIGN PROPOSAL $ 7,200.00
SCOPE
This estimate is based upon our experience with similar projects. We will not exceed this upper limit
without your prior approval. However, as indicated in this proposal, additional services and scope changes
may require additional fees.
WTG will make the Client aware at the earliest reasonable opportunity if we identify that the Project
requires services that are out of Scope, excessive changes, or if additional services are warranted. The
WTG representative will provide the new fee with written explanation and will require client approval prior
to proceeding in any of these cases.
REIMBURSABLE FEES
WTG may incur "Reimbursable"fees during our course of work. Examples of reimbursable costs include,
but are not limited to prints, delivery service, local and long distance travel expenses, and notification fees.
Reimbursable fees may be invoiced at cost plus 10%. Upon request, WTG can provide an estimated budget
for reimbursable costs.
PAY TERMS
The Project will be invoiced at milestone delivery dates and/or monthly based on percentage of completion
of each phase. Payment is due within THIRTY(30)days of the invoice date. Should payments become
delinquent, WTG reserves the right to execute any or all of the following:charge 1.5%interest per month,
stop work on the project all legal options such as collection agencies,filing liens on the property, and legal
action.
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SIGNATURE PAGE
If the above agreement meets your approval, please initial each page, sign two (2)copies, and return one
(1) original to us. On behalf of WT Group, I look forward to working with you on this project.
Respectfully Submitted,
Ryan R. DiFatta
Principal I Partner,Aquatic Engineering
(Village of Oak Brook)ACCEPTED BY:
Client Signature Date
Print Name Title
Project Contact Information
WT GROUP
Ryan DiFatta Principal I Partner
Primary Contact Title
224.293.6462 RDifatta@WTGroup.com
Office Phone# Cell Phone# Email
CLIENT
Primary Contact Title
Office Phone# Cell Phone# Email
WT GROUP—ACCOUNTING CONTACT
Accounts Receivable
Main:224293-6333
billing@wtengineedng.co
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2022 BILL RATE SCHEDULE
ENGINEERING _ CONSULTING
Principal In Charge $ 195.00 Accessibility Specialist $ 75.00
........................................._........................................................................................................_......................._............
Principal In Charge-Expert
Testimony $ 350.00 CONSTRUCTION MANAGEMENT
........._............................_.............................................._.................................................................................... -
Principal $ 175.00 Construction Manager 1 $ 120.00
............................................................................................................................_............................ _......_...._._......._........__.._._.._....._.__....._._........_._._...._..........---._._._........_...._...._.....__._..... -- _..._._._..---..._..._._..._..
Engineer1 $ 95.00 Const...................................................................................
-----------.._....
Engineer11........................................................................................... $ 115.00 ..._Construction Manager IL...._._..........._ .-._........__._. _._._.........-$- - .150.00............. _._._....._._._._...._.._.......-._.._.-._........_._._......._.
Engineer III $ 135.00 Site Superintendent 1 $ 70.00
...............................-..........-............................................................................................................................................................... --._...._..._..........._.__.._._._...._.._._._.....----._._._....._..__...._.._._...._.__.........Engineering Intern.............................................................................$.................._7-5..00............. _Site Superintendent II_ $ 90.00
..._......... .. .............. -- - -------
CAD/BIM Technician 1 $ 65.00 Site Superintendent III $ 110.00
..............................................................................-...........,................._..........._...........................................................................
CAD/BIM Technician II $ 75.00
CAD/BIM Technician III $ 85.00 ADMINISTRATIVE
......................g..................................................................................................................................................................................
Designer 1 $ 75.00 Chief Executive Officer $ 225.00
......Designer.....I_...................................................._........._............................$_...................85.00............ ..._.Chief Operating Officer.....__._...............---...._._._.._._._._....._.__...._...--$-------195.00....
................................................................................_.......................................................................-........................................................ _._._._.._..._._..._.._._._._...._....-_.---._._._......._.._....._.._..._._._...-_._._._.._._._._._..
Chief Financial Officer/Chief Information
Designer III $ 95.00 Officer $ 175.00
......... ........ .__.... ............................. ... -- - -
Project Manager 1 $ 120.00 Chief Information Officer $ 175.00
...........11............................................................................................................................................................................ ......_._._._.._...._...-._......_._..._.__........__........---...--._.._._._._._.._._..._...._.._..__._._... -...__._.
Project Manager II $ 135.00 Human Resources Manager $ 150.00
.........................................._.............._........................................................_................................................................. ...._-_.._....._...._........._...._..._......._._._...._._._._._.._._._._._.._._._._._.._._._._..._...._._._._...__._.-.___._._._. _---- --
Project Manager III $ 150.00 Business Development Specialist $ 150.00
................................................._........_....._........_.............................................................................................. ......_.__...._._._...._.........._._......._._._._............-_-._...._....._._._._._....._._._..__.....__..__...__._...._....._.....__... _.__...---------
FieldData Collector $ 75.00 ......... ..__.......__._._....__._.....-...._._._._.-._._._.._..._._......_....-_._....._._._......_.__...........-..._.. _..._... -- ...__._.....
Crew Chief-Solo $ 150.00 Office Manager $ 85.00
...............................................................-............................................................................................................................. .........._.._.__...._....._........._....._...._....._...._..._....-....__..._...--- - _... _...
Crew Chief-Team $ 110.00 A/R Manager $ 85.00
............................................................._..................................................................._...................................._....................................... ......__........_._......._.._._...._.........._._._....._._._..__..............-....._.,_._.-.._.... _.... __....__.._..... -...__._..._._.......---....---...._..._
Crew Chief-Team, Construction
Staking $ 135.00 A1.1-1 11/P Manager $ 85.00
Survey...Crew..Me.tuber......................................._............... $ .................50.00..._........ ..._Accounting._Clerk........._._._...._....._...._...__..._...._._.._._._._._..__._._._._._._.-._..._ $ ...---.._...75 00....
_._.._.
Utility Locator $ 90.00 Administrative Assistant $ 75.00
......................................................._................._...._..........................._..........._............................................. ..._._._......__._......._.__...---._....._._._._.._._._..__._.._-.....__._._....__..._._._...............
._.._._._._._.._...._._......----- --------- -
Permitting/Utility Coordinator $ 110.00 IT Technician $ 120.00
........................................................................................................_............_................................................................................. ................................._..................._._._.-._.._._.........................................
._._.._._._._._.._...._._._..----- _....
Department Coordinator/Project
Coordinator $ 75.00 Receptionist $ 50.00
........................................_._....._...._....._...._._._.-.._._._._.....,..._._.......-._............._...._._.._...._._....-._._.._....------..._.__.... ---------
Custodian $ 50.00
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GENERAL TERMS AND CONDITIONS
1.CLIENT RESPONSIBILITIES the proportion of the total services actually completed
at the time of billing or based upon actual hours
Client shall do the following in a timely manner so as not expended during the billing period.
to delay the services of Consultant: b.Client shall make prompt monthly payments in response
to Consultant's monthly statements.
a.Provide all necessary information regarding Client's c.If Client fails to make any payment due Consultant for
requirements as necessary for the orderly progress of the services and expenses within thirty(30)days after receipt
work. of Consultant's statement,interest at the rate of 1.5%per
b.Designate a person to act as Client's representative for month shall be added to the past amounts due to
the services who shall have the authority to transmit Consultant.
instructions, receive instructions and information, and
interpret and define Client's policies and requests for 4.SUSPENSION AND TERMINATION
Consultant's services.
c.Arrange for access to and make all provisions for a.Client may direct Consultant to suspend services, in
Consultant to enter upon public and private property as whole or in part, and upon receipt of such direction in
required for Consultant to perform services under this writing,Consultant shall immediately take all reasonable
Agreement. steps to minimize any costs resulting from the suspension.
d.Give prompt written notice to Consultant whenever Client, however, shall pay all costs resulting from the
Client observes or otherwise becomes aware of any suspension.
development that affects the scope or timing of b.Upon seven (7) days written notice to Client of intent to
Consultant's services, or any defect or non- suspend services for non-payment, Consultant may
conformance in the work of any Contractor. suspend services under this Agreement until Consultant
e.Client reserves the right by written change order or has been paid in full all amounts due for services,
amendment to make changes in scope or time expenses and charges.Consultant shall not be liable for
schedule adjustments, and Consultant and Client shall delays or damages resulting from any suspension of
negotiate appropriate adjustments acceptable to both services pursuant to this paragraph.
parties to accommodate any changes. c.In the event Consultant's invoices remain unpaid 30
days from the date of suspension of services,Consultant
2.CONSULTANT RESPONSIBILITIES may terminate the Agreement.
d.In the event of termination of this Agreement,Client shall
Consultant shall do the following in a timely manner so pay Consultant as follows:
as not to delay the Project: a.For lump sum fees, in accordance with the
a. Provide professional services described more fully in the percent of work accomplished to total project
Agreement in accordance with generally accepted scope.
and currently recognized practices and principles. b.For time expended on the Project on hourly fee
b.Give prompt written notice to Client whenever billing matters.
Consultant observes or otherwise becomes aware of e.In the event of termination of this Agreement,Client shall
any development that may reasonably affect the scope pay the costs Consultant incurred for sub-consultants to
or timing of Consultant's services, or any defect or non- render professional services under this Agreement and
conformance in the work of any Contractor. all unpaid additional services and unpaid reimbursable
c. The Design Professional shall have the right to rely on the expenses, plus all expenses incurred as a result of
accuracy of any information provided by the Client or termination.
provided by other consultants as directed by the Client. 5.FORCE MAJEURE
The Design Professional shall not be required to review
this information for accuracy.
d.Consultant shall not be responsible for the means, In the case of an event beyond the control of the Client
methods, techniques, sequences or procedures of and Consultant, which prevents either Party from
construction, or the safety, safety precautions or complying with any of its obligations under this Contract,
programs of the Client, the construction contractor or including but not limited to:
any other contractors or subcontractors. a.act of God (such as, but not limited to, fires,
e. Consultant makes no warranty, either expressed or explosions, earthquakes, drought, tidal waves
implied,with respect to its services. and floods);
b.war, hostilities(whether war be declared or not),
3.PAYMENT TERMS invasion, act of foreign enemies, mobilization,
requisition,or embargo;
a.Consultant shall submit invoices monthly, or at project c.rebellion, revolution, insurrection, or military or
milestones, for services rendered, and reimbursable usurped power,or civil war;
expenses incurred based upon Consultant's estimate of
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d.contamination by radio-activity from any nuclear shall entitle Consultant,and its independent professional
fuel, or from any nuclear waste from the associates or consultants,to compensation at the rates
combustion of nuclear fuel, radio-active toxic in effect at the time of the use.
explosive, or other hazardous properties of any
explosive nuclear assembly or nuclear 7.STANDARD OF CARE
component of such assembly; The standard of care for all professional services
e.Disease, designated as a Pandemic or Endemic
on a local or global scale; performed or furnished under this Agreement will be the
f. riot, commotion, strikes, go slows, lock outs or care and skill ordinarily used by members of the subject
disorder, unless solely restricted to employees of profession practicing under similar circumstances at the
the Supplier or s his Subcontractors;or same time and in the same locality. Consultant makes
g.acts or threats of terrorism. no warranties,express or implied, under this Agreement
or otherwise,in connection with any services performed
Neither the Client nor the Consultant shall be considered or furnished.
in breach of this Contract to the extent that
performance of their respective obligations (excluding 8.PERMITS AND APPROVALS
payment obligations)is prevented by an Event of Force
Majeure that arises after the Effective Date. It is the responsibility of the Owner to obtain all necessary
permits and approvals except as otherwise noted in
The Party(the"Affected Party")prevented from carrying proposal as an included service. The Design Professional
out its obligations hereunder shall give notice to the will assist the Owner as mutually agreed in writing.
other Party of an Event of Force Majeure upon it being
foreseen by,or becoming known to,the Affected Party. 9.ENVIRONMENTAL
If and to the extent that the Consultant is prevented from
executing its Services by the Event of Force Majeure, The Design Professional assumes no responsibility for the
while the Consultant is so prevented the Consultant shall detection or removal of any hazardous substances
be relieved of its obligations to provide the Services but found at the job site.
shall continue a good faith effort to continue to perform
its obligations under the Contract so far as reasonably 10.JOBSITE SAFETY
practicable and in accordance with Standard of Care,
PROVIDED that if and to the extent that the Consultant
incurs additional Cost in so doing, the Consultant shall The Design Professional is not responsible for job site
be entitled to the amount of such Cost. safety or for construction means, methods, techniques
or sequences. Job site safety and construction means,
If and to the extent that the Consultant suffers a delay methods,techniques or sequences are the responsibility
during the project as a result of the Event of Force
Majeure then it shall be entitled to an extension for the of the Contractor.
Time for Completion.
11.INSURANCE
6.REUSE OF DOCUMENTS
All documents including but not limited to reports, a.Consultant shall procure and maintain professional
drawings and specifications prepared or furnished by
liability insurance for protection from claims arising out of
Consultant (and Consultant's independent professional performance of professional services caused by a
associates and consultants negligent error, omission or act for which the insured is
) pursuant to this Agreement legally liable; such professional liability insurance will
are instruments of service in respect of the Project and provide for coverage in such amounts, with such
Consultant shall retain all ownership and property
ideductible provisions and for such period of time as set
interests therein even if the Project is not completed.
Client may make and retain copies for information and forth below, and certificates indicating that such
insurance is in effect will be delivered to Owner:
reference in connection with the use and occupancy of
the Project;however,such documents are not intended Amount: $ 2,000,000
or represented to be suitable for reuse by Client or others Deductible: $ 80,000
on extensions of the Project or on any other project.Any
reuse without written verification or adaptation by b.Consultant shall procure and maintain Workman's
Consultant will be without liability or legal exposure to Compensation, General Liability, and Automobile
Consultant,or to Consultant's independent professional
Liability insurance as set forth below. Consultant shall
associates or consultants,and Client shall indemnify and cause Owner to be listed as an additional insured on any
hold harmless Consultant and Consultant's independent applicable general liability insurance policy carried by
professional associates and consultants from all claims, Consultant.
damages, losses and expenses including reasonable
attorney's fees and costs of defense arising out of or Workman's Compensation: $ 1,000,000
resulting therefrom.Any such verification or adaptation
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Oak Brook Tennis and Bath Club
Village of Oak Brook
March 8, 2022
General Liability: $ 2,000,000/occurrence acts, errors or omissions in the performance of
$ 4,000,000/aggregate professional services under this Agreement.
Automobile Liability: b.To the fullest extent permitted by law, Client agrees to
(hired and non-owned) $ 1,000,000 indemnify and hold Consultant harmless from any loss,
cost (including reasonable attorney's fees and costs of
c.Owner shall cause Consultant and its independent defense) or expense for property damage and bodily
professional associates and consultants to be listed as injury, including death, caused solely by the negligent
additional insureds on any general liability policies acts, errors or omissions of Client or its agents or
carried by Owner,which are applicable to the Project. employees.
c.To the extent that the claim at issue results from the
d.Owner shall require Contractor to purchase and negligence of both the Consultant and Client (or an
maintain policies of insurance covering workers' entity or person forwhom either is liable),Consultant and
compensation, general liability, motor vehicle damage Client shall share the loss,cost, or expense in proportion
and injuries, and other insurance necessary to protect to their relative degrees of fault.
Owner's and Consultant's interests in the Project.Owner
shall require Contractor to cause Consultant and its 13. DISPUTE RESOLUTION
independent professional associates and consultants to
be listed as additional insureds with respect to such Prior to the initiation of any legal proceedings (except
liability insurance purchased and maintained by for Consultant initiated claims for nonpayment for
Contractor for the Project. services), Consultant and Client agree to submit all
claims, disputes, or controversies arising out of or in
e.All policies of property insurance relating to the Project, relation to the services provided by Consultant to
including but not limited to any builder's risk policy,shall mediation. Such mediation shall be conducted by the
allow for waiver of subrogation rights and contain American Arbitration Association or such other
provisions to the effect that in the event of payment of mediation service or mediator upon which the parties
any loss or damage the insurers will have no rights of agree. Client consents to suit for nonpayment in the
recovery against any insured thereunder or against state courts of Illinois.
Consultant or its independent professional associates
and consultants.Owner and Consultant waive all rights 14. LIMITATION OF LIABILITY
against each other and the respective officers,directors,
members, partners, employees, agents, consultants, Consultant's liability to the Client for any and all injuries,
and subcontractors of each and any of them, for all claims, losses, expenses, damages, or claim expenses
losses and damages caused by, arising out of, or arising out of this Agreement from any cause or causes
resulting from any of the perils or causes of loss covered shall not exceed the fees invoiced by Consultant on the
by any builder's risk policy and any other property project or $50,000, whichever is greater. Such causes
insurance relating to the Project.Owner and Consultant include,but are not limited to,the Consultant's negligent
shall take appropriate measures in other Project-related acts, errors, omissions, strict liability, or breach of
contracts to secure waivers of rights consistent with contract.
those set forth in this paragraph.
12. INDEMNIFICATION Notwithstanding the foregoing, to the fullest extent
permitted by law,Owner and Consultant waive against
each other, and the other's employees, officers,
a.To the fullest extent permitted by law,Consultant agrees directors, members, agents, insurers, partners, and
to indemnify and hold Client harmless from any loss,cost consultants, any and all claims for or entitlement to
(including reasonable attorney's fees and costs of special,incidental, indirect, or consequential damages
defense) or expense for property damage and bodily
injury,including death,caused by Consultant's negligent arising out of,resulting from,or in any way related to this
Agreement or the Project,from any cause or causes.
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